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This excerpt taken from the DTV 8-K filed Apr 28, 2005. Sale
Transaction), in each case, to an Unaffiliated Buyer, prior to
initiating any material discussions regarding a Sale Transaction with any
Unaffiliated Buyer (excluding brokers and investment advisors), the SkyTerra
Investors shall provide a written notice to the DTVG Investors indicating the
intention of the SkyTerra Investors to pursue a Sale Transaction. If the SkyTerra Investors pursue a Sale
Transaction through an auction process, the SkyTerra Investors shall provide
the DTVG Investors an opportunity to participate in such auction in a manner
that is no less favorable than that offered to other potential bidders or participants
in such auction.
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