Exhibit 10.1



  
 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 22102—USA (“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 


  
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 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