AMENDMENTN° 18 TO THE FULL SCALESYSTEM DEVELOPMENT CONTRACT No. IS-10-021 Between IridiumSatellite LLC And THALESALENIA SPACE FRANCE for the IRIDIUMNEXT SYSTEM

EX-10.38 7 v367143_ex10-38.htm EXHIBIT 10.38

 

AMENDMENT N° 18

 

TO THE

 

FULL SCALE SYSTEM DEVELOPMENT CONTRACT

 

No. IS-10-021

 

Between

 

Iridium Satellite LLC

 

And

 

THALES ALENIA SPACE FRANCE

 

for the

 

IRIDIUM NEXT SYSTEM

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.  
   
Execution Copy  

 

 
 

 

PREAMBLE

 

This Amendment N° 18 (the “Amendment”) to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium NEXT System, as amended, (the “Contract) is entered into on this 21st day of October, 2013 by and between Thales Alenia Space France, a company organized and existing under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE (“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser).

 

RECITALS

 

WHEREAS, Purchaser and Contractor have engaged in discussions relating to changes the Parties would like to incorporate in the Contract to modify certain Milestones.

 

WHEREAS, the Parties now desire to amend Exhibit B and Exhibit D of the Contract, in accordance with the terms and conditions provided for in this Amendment.

 

NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

 

Article 1: Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract or any amendments thereto, as the case may be.

 

Article 2:    The Parties hereby agree to amend the SOW by revising, as applicable, the current Milestone Success Criteria applicable to the Milestones listed below with the following Milestone Success Criteria.

 

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Article 3:    [***] set forth in the Payment Plan are hereby deleted and replaced in their entirety by the following payment amounts.

 

[***]

 

Article 4:   This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

 

Article 5:    All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.

 

IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.

 

IRIDIUM SATELLITE LLC   THALES ALENIA SPACE FRANCE
     
/s/ S. Scott Smith   /s/ Nathalie Smirnov
S. Scott Smith   Nathalie Smirnov
Chief Operating Officer   Executive Vice President
    Business Line Telecommunications

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 1
   
Execution Copy      Iridium / Thales Alenia Space Confidential & Proprietary  

 

 
 

 

ATTACHMENT I

 

[***]

 

*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 2
   
Execution Copy      Iridium / Thales Alenia Space Confidential & Proprietary