NIMIQ 5 TRANSPONDER SERVICE AGREEMENT

Exhibit 10.2

ECHOSTAR CORPORATION

-and-

DISH NETWORK L.L.C.

NIMIQ 5 TRANSPONDER SERVICE AGREEMENT

Dated as of March 11, 2008

NIMIQ 5 TRANSPONDER SERVICE AGREEMENT

     This NIMIQ 5 TRANSPONDER SERVICE AGREEMENT is made and entered into as of the 11th day of March, 2008 (the “ Effective Date ”), by and between ECHOSTAR CORPORATION (“ EchoStar ”), a Nevada corporation with offices located at 90 Inverness Circle East, Englewood, Colorado 80112 and DISH NETWORK L.L.C. (“ Customer ”), a Colorado limited liability company with offices located at 9601 South Meridian Boulevard, Englewood, Colorado 80112.

RECITALS :

      WHEREAS , Bell ExpressVu Limited Partnership (“ Bell ExpressVu ”) acting through its general partner, Bell ExpressVu Inc., has entered into the Nimiq 5 Whole RF Channel Service Agreement (the “ Nimiq 5 Agreement ”) with Telesat Canada (“ Telesat ”), a corporation continued and existing under the laws of Canada, pursuant to which Bell ExpressVu is entitled to utilize the entire communications capacity (including all spare capacity) on the BSS communications satellite presently designated within Telesat as “Nimiq 5” (the “ Satellite ” or “ Nimiq 5 Satellite ”), *** which is currently being manufactured by *** (the “ Satellite Manufacturer ”), at the Orbital Position throughout its operational life; and

      WHEREAS , EchoStar has entered into the Nimiq 5 Transponder Service Agreement (the “ ExpressVu Agreement ”) with Bell ExpressVu, pursuant to which EchoStar is entitled to utilize sixteen (16) medium power Full Period whole BSS RF Channels ***

      WHEREAS, Customer desires to subscribe for, and EchoStar desires to provide to Customer, during the Term, all in accordance with, and subject to, the terms and conditions set forth in this Agreement, the use of sixteen (16) medium power Full Period whole BSS RF Channels ***

      NOW, THEREFORE , in consideration of the foregoing premises and the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, EchoStar and Customer hereby agree as follows:

      1.  Definitions .

          1.1 Certain Definitions . Capitalized terms used in this Agreement (including the Recitals) and not otherwise defined herein shall have the following meanings:

          ***

          “ Access Requirements ” means the requirements to access the Satellite as set forth in Attachment 2.

          “ Affiliate ” means with respect to any Person, any other Person directly or indirectly (a) controlling, controlled by, or under common control with, such Person, or (b) owning more than fifty percent (50%) of any class of voting or equity securities of such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

          “ Agreement ” means this Nimiq 5 Transponder Service Agreement and all attachments to it, which are hereby incorporated by reference in their entirety; “hereof”, “hereto”, “herein” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Article, Section or Attachment; “Article”, “Section” or “Attachment” of this Agreement followed by a number means and refers to the specified Article, Section or Attachment of this Agreement. In the event of any conflict or inconsistency between this Agreement and any Attachment to this Agreement, this Agreement shall prevail.

          ***

          “ Authorization ” means any authorization, order, permit, approval, forbearance decision, grant, license, consent, right, franchise, privilege or certificate of any Governmental Entity of competent jurisdiction, whether or not having the force of law.

          “ Bell ExpressVu ” shall have the meaning ascribed thereto in the first recital of this Agreement.

          ***

          “ BSS ” means the Broadcasting-Satellite Service, as defined by the Radio Regulations of the ITU.

          “ Business Day ” means any day other than a Saturday, Sunday or a day on which banking institutions in Colorado, U.S.A. or Toronto, Ontario are required or authorized to be closed.

          “ Channel ” means a path for signal transmission.

          ***

          “ CONUS ” means the continental United States.

          “ Customer ” shall have the meaning ascribed thereto in the introductory paragraph of this Agreement.

          “ Customer Channel Service ” means the use of an individual medium power Full Period whole BSS RF Channel *** that is provided to Customer on the Satellite pursuant to the terms of this Agreement and “ Customer Channel Services ” means the use of sixteen (16)

medium power Full Period whole BSS RF Channels *** provided to Customer on the Satellite pursuant to the terms of this Agreement, as such aggregate number of Full Period whole BSS RF Channels provided hereunder may be adjusted pursuant to Sections 10.2, 13.2(c), and 13.4(b) hereof.

          ***

          “ DBS ” means Direct Broadcast Satellite.

          “ DBS Spectrum License ” means the Approval in Principle granted on 17 December 2003 (as amended on 28 December 2006) by Industry Canada pursuant to the Radiocommunication Act (Canada) and any Radio Authorizations associated therewith which authorize Telesat to operate a direct broadcast satellite at the Orbital Position.

          “ Degradation ” means ***

          “ Disclosing Party ” shall have the meaning ascribed thereto in Section 17.1.

          ***

          “ EchoStar ” shall have the meaning ascribed thereto in the introductory paragraph of this Agreement.

          ***

          “ Effective Date ” shall have the meaning ascribed thereto in the introductory paragraph of this Agreement.

          ***

          “ EOL ” means the permanent removal from service of the Satellite.

          ***

          “ FCC ” means the United States Federal Communications Commission or any successor agency thereto, and includes a bureau or other subdivision thereof acting under delegated authority.

          “ FCC Approval ” means the FCC authorization required for Customer to ***

          “ Force Majeure Event ” means ***

          “ Frequency Coordination Limits ” means the coordination status of the BSS frequencies at the Orbital Position (including without limitation, the applicable power level operational parameters) on the Effective Date (as the same may be amended, restated, supplemented or replaced from time to time in compliance with the procedures set forth in Section 9.1 of this Agreement).

          “ Full Period ” means twenty-four (24) hours per day, seven (7) days per week.

          “ Governmental Entity ” means any (a) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; or (c) any quasi-governmental or private body validly exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, in each case in the proper exercise of its governmental authority.

          ***

          “ Initial Term ” shall have the meaning ascribed thereto in Article 5.

          “ Intended Purpose ” means ***

          “ Interruption ” means ***

          “ Laws ” means all valid, duly enacted or promulgated statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies having the force of law or any provisions of the foregoing, including general principles of common and civil law and equity, binding on the Person referred to in the context in which such word is used; and “ Law ” means any one of foregoing.

          ***

          “ MOA ” means the Memorandum of Agreement made and effective as of March 11, 2008 by and among Telesat, EchoStar, DISH Network Corporation (solely as to the obligations set forth in Sections H.10 and H.13(b) thereof), Customer (solely as to the covenants and acknowledgements set forth in Section H.13 thereof) and Bell ExpressVu.

          ***

          “ Nimiq 5 Agreement ” shall have the meaning ascribed thereto in the first recital of this Agreement.

          “ Nimiq 5 Satellite ” shall have the meaning ascribed thereto in the first recital of this Agreement.

          “Nimiq 5 US Resale Agreement” shall have the meaning ascribed thereto in the second recital of this Agreement.

          ***

          “ Non-U.S. Authorizations ” means all Authorizations, including without limitation the DBS Spectrum License, the Radio Authorizations, and any and all other notifications, licenses, permits, authorizations, approvals and consents of other Persons (excluding United States Authorizations and the Blanket Approvals) now or hereafter required for ***

          “ Orbital Position ” means the geostationary orbital position at 72.7º West Longitude.

          “ Party ” means, individually, each of Customer and EchoStar and “ Parties ” means, collectively, EchoStar and Customer.

          “ Performance Specifications ” means, in respect of each EchoStar Channel Service, the performance specifications set forth in Attachment 1 for operation in medium power mode or high power mode, as applicable.

          “ Person ” means an individual, partnership, limited liability company, corporation, joint stock company, trust, unincorporated association, joint venture or any other entity or organization or Governmental Entity and pronouns have similarly extended meaning.

          ***

          “ Proprietary Information ” means all information that is disclosed by either Customer or EchoStar, including any technical specifications, system designs, data or material which contains proprietary information and which is either:

               (a) in written form clearly labeled as “Proprietary”, “Confidential” or similar designation; or

               (b) if disclosed orally, is identified as confidential at the time of oral disclosure.

          “ Radio Authorizations ” means all authorizations of the Minister of Industry (Canada) pursuant to the Radiocommunication Act (Canada) required to operate the Satellite at the Orbital Position.

          “ Receiving Party ” shall have the meaning ascribed thereto in Section 17.1.

          ***

          “ Required Authorizations ” means, with respect to each Party, all Authorizations and other notifications, licenses, permits, authorizations, approvals and consents of other Persons required for such Party to consummate the transactions contemplated by, and to perform its obligations under, this Agreement.

          “ RF Channel ” means an assigned portion of the Nimiq 5 Satellite total repeater Channel capacity that is capable of receiving and re-transmitting Telecommunications Traffic.

          “ Satellite ” shall have the meaning ascribed thereto in the first recital of this Agreement.

          ***

          “ Satellite Manufacturer ” shall have the meaning ascribed thereto in the first recital of this Agreement.

          ***

          “ Service Commencement Date ” means the date on which EchoStar provides notice in writing to Customer that ***

          ***

          “ Telesat ” shall have the meaning ascribed thereto in the first recital of this Agreement.

          ***

          “ Telecommunications Traffic ” means signs, signals, writing, images, sounds or intelligence of any nature capable of being received and retransmitted by the Satellite.

          “ Term ” shall have the meaning ascribed thereto in Article 5.

          ***

          “ United States Authorizations ” means all Authorizations, including without limitation FCC Approval, now or hereafter required from United States Governmental Entities for Customer to ***

          1.2 Other Defined Terms; Interpretation . Other capitalized terms used in this Agreement and not otherwise defined in Section 1.1 shall have the meanings ascribed thereto elsewhere in this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the word “including” means “including but not limited to”; (b) the masculine gender shall also include the feminine and neutral genders, and vice versa; and (c) words importing the singular shall also include the plural, and vice versa.

      2.  Provision of Service . In accordance with, and subject to, the terms and conditions set forth in this Agreement, EchoStar hereby agrees to provide to Customer the EchoStar Channel Services, on an exclusive basis, during the Term (defined below) of this Agreement.

      3.  Prices and Payments .

               ***

      4.  Credits for Interruptions .

          4.1 Creditable Interruptions . Credits for Interruptions in the EchoStar Channel Services provided to Customer under this Agreement shall be granted in accordance with this Article 4. ***

      5.  Term of Agreement . The term of this Agreement with respect to the Customer Channel Services shall commence upon the Effective Date hereof and shall expire on the tenth (10 ^th ) anniversary of the Service Commencement Date, unless earlier terminated in accordance with the terms hereof *** (the “ Initial Term ”). The Initial Term may be extended at Customer’s sole option for successive one-year periods (or a portion thereof in the case of the final extension) (each an “ Extended Term ”) through EOL, unless earlier terminated in accordance with the terms hereof ***, upon written notice to EchoStar provided *** prior to the end of the Initial Term and/or the then-current Extended Term. (the Initial Term, plus any such Extended Terms, the “ Term ”). The term of this Agreement with respect to all matters other than the Customer Channel Services shall commence upon the Effective Date hereof and shall continue in full force and effect until the expiration or termination *** (the “Full Term”)

      6.  EchoStar Representations, Warranties and Covenants . EchoStar hereby represents, warrants and covenants to Customer as follows:

          6.1 Organization . EchoStar is a corporation, duly formed, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which the nature of its assets or business as currently conducted makes such qualification necessary or where the failure to be so qualified would have a material adverse effect on its ability to perform its obligations hereunder.

          6.2 Authority . EchoStar has all requisite corporate power and authority to enter into this Agreement, to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. This Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding obligation of, EchoStar, enforceable against EchoStar in accordance with its terms.

          6.3 No Conflict . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, the performance of its obligations hereunder or the compliance with the terms and conditions of this Agreement, by EchoStar will conflict with, result in the breach of, constitute a default under, accelerate the performance required by, or require the further consent or approval of any Person or Governmental Entity under: (a) the terms of any material contract, instrument or commitment to which EchoStar is a party or by which it is bound; (b) the organizational or constating documents or bylaws of

EchoStar; or (c) any Law, judgment, order, writ, decree, permit, license or agreement with any regulatory authority to which EchoStar is a party or by which it is bound, other than ***

          6.4 No Litigation . With the exception of the freeze currently imposed by the FCC on the acceptance for filing of DBS applications, there is no judgment or order outstanding, or any action, suit, claim, litigation, proceed