Current assets
Exhibit 10.1
AMENDMENT NO. 1
TO THE
AUTHORIZATION TO PROCEED
Between
IRIDIUM SATELLITE LLC
And
THALES ALENIA SPACE FRANCE
for the
IRIDIUM NEXT SYSTEM
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Iridium / Thales Alenia Space Confidential & Proprietary
PREAMBLE
This Amendment No. 1 (the Amendment) to the Authorization to Proceed for the IRIDIUM NEXT SYSTEM signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia Space France for the Iridium Next System (the ATP) is entered into on this 6th day of August, 2010 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 22102USA (Purchaser).
RECITALS
WHEREAS, Purchaser and Contractor have entered on the date hereof into an Amendment No. 1 to the Full Scale Development Contract (the Amendment No. 1 attached hereto as Annex 1) and have engaged in discussions relating to changes they would like to incorporate in relation with the Recitals and Articles 3 and 4 of the ATP; and;
WHEREAS, the Parties now desire to amend the Recitals and Articles 3 and 4 of the ATP in accordance with the terms and conditions provided for in this Amendment;
NOW, THEREFORE, in consideration of the payments to be made by Purchaser to Contractor under the ATP, and other valuable consideration and the mutual covenants and agreements contained in the Contract and ATP, 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, the ATP or any amendments thereto, as the case may be.
Article 2: The final WHEREAS clause in the ATP is hereby deleted in its entirety and replaced with the following:
WHEREAS, pending Financial Close (as such term is defined in the Contract), Purchaser desires immediate initiation of NEXT System work to be performed under the Contract to reduce schedule risk, and Purchaser and Contractor desire to implement the Options (as defined herein):
Article 3: Article 3 of the ATP ATP Effectively & Schedule, is hereby deleted in its entirety and replaced with the following:
This ATP shall become effective (the date of effectiveness being the EDATP) following: (i) its execution by the Parties; and (ii) receipt by Contractor of the EDATP payment provided for in Article 4. Unless terminated earlier pursuant to Article 6.3, this ATP shall remain in force until the earlier to occur of: (i) Financial Close; and (ii) six (6) months following EDATP (the ATP Effective Period).
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Iridium / Thales Alenia Space Confidential & Proprietary
2
Article 4: The first table in Article 4.1 addressing Milestone Numbers 1-3 is revised to incorporate a new Milestone Number 3a as reflected below:
ATP Milestone Number | Amount (in U.S. Dollar and Euro Portions) | Anticipated ATP Milestone Completion Date | ||
1 | [***. . .***] | [***. . .***] | ||
2 | [***. . .***] | [***. . .***] | ||
3 | [***. . .***] | [***. . .***] | ||
4 | [***. . .***] | [***. . .***] |
Article 5: A new Article 4.1(a) called [***. . .***] is to be incorporated at the end of Article 4.1 and before Article 4.2 as follows:
4.1(a) [***. . .***]
A. Purchase of [***. . .***]
Purchaser and Contractor have agreed that Contractor, for good and valuable consideration, shall enter into [***. . .***].
[***. . .***], representing the [***. . .***] remaining due under the ATP and Contract as of the date hereof after deducting the aggregate amount of the [***. . .***] already made by Purchaser under the ATP (such amount, the [***. . .***]). Unless otherwise specified in a Purchaser Notice, Contractor will [***. . .***].
Following receipt by Contractor or: [***. . .***].
If for any reason the [***. . .***].
B. [***. . .***]
Purchaser shall pay to Contractor a fee for [***. . .***].
C. Application of [***. . .***]
If [***. . .***] does not occur as of [***. . .***].
Article 6: Article 4.2 of the ATP, Payment Relating to Licensed Technology, is hereby deleted in its entirety and replaced with the following:
Unless notified otherwise in writing by Purchaser prior to [***. . .***], Purchaser shall extend its rights to the Licensed Technology for the period commencing on [***. . .***] through [***. . .***] by issuing a written notice and paying to Contractor [***. . .***] United States Dollars ($[***. . .***]) on or before [***. . .***].
Article 7: All other provisions of the ATP not expressly referred to in this Amendment remain in full force and effect.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Iridium / Thales Alenia Space Confidential & Proprietary
3
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/ Thomas J. Fitzpatrick | /s/ Olivier Janin | |||
Thomas J. Fitzpatrick | Olivier Janin | |||
CFO | VP Trade Finance |
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Iridium / Thales Alenia Space Confidential & Proprietary
4