AMENDMENT N° 14 TO THE FULL SCALE SYSTEM DEVELOPMENT CONTRACT No. IS-10-021 Between IridiumSatellite LLC And THALES ALENIA SPACE FRANCE for the IRIDIUM NEXT SYSTEM
AMENDMENT N° 14
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° 14 (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 8th day of November, 2012 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, the Parties have agreed to incorporate [***] and [***] (“[***]”) into the [***] according to the requirements set forth in [***] dated [***] and [***]; and
WHEREAS, Purchaser issued a letter, dated [***], authorizing Contractor to proceed with work necessary to incorporate [***] and [***] into the [***], which is superseded by this Amendment; and
WHEREAS, the Parties have reached agreement on the total price for incorporation of [***] and [***] into the [***].
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 cost to implement [***],[***] U.S. Dollars (US$[***]), shall be accounted for as follows:
(i) [***] U.S. Dollars (US$[***]) of this total amount shall be deducted from the Adjustment, leaving no remaining Adjustment balance; and
(ii) the Base Contract Price set forth in Article 4.1 of the Contract is hereby increased by [***] U.S. Dollars (US$[***]) to a new Base Contract Price of not more than [***] U.S. Dollars (US$[***]).
Article 3: All Contract Milestones, except for those listed below and contained in Article 4 herein, will not contain [***].
· [***]
*** 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 Iridium / Thales Alenia Space Confidential & Proprietary
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Article 4: Exhibit D of the Contract is hereby revised to add the following separate milestone payment schedule applicable to the implementation of [***].
[***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] |
Article 5: Table 10-1 set forth in Section 10 of the SOW is hereby revised by the addition of the following [***] items.
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
[***] | [***] | [***] |
Article 6: Section 11 of Exhibit B is hereby revised to add the following separate [***]-related milestones and milestone reviews.
[***] | [***] | [***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] | [***] | [***] | [***] |
[***] |
Article 7: Appendix A of the SOW is hereby revised by the addition of the following Deliverable Data applicable to the implementation of [***].
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***] | [***] | [***] | [***] |
[***]
*** 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 Iridium / Thales Alenia Space Confidential & Proprietary
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Article 8: 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 9: 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 | |||
Executive Vice President, | Senior Vice President | |||
Satellite Development & Operations | System & Payload – Telecom |
*** 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 Iridium / Thales Alenia Space Confidential & Proprietary
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