Exhibit 10.1


 


CONFIDENTIAL
TREATMENT


 


                Portions of this exhibit have been omitted
pursuant to a request for confidential treatment filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934.  Such portions are marked “[*]” in
this document; they have been filed separately with the Commission.


 




 





LAUNCH SERVICES AGREEMENT


 


FOR THE LAUNCHING INTO


 


LOW EARTH ORBIT


 


GLOBALSTAR SATELLITES


 


BY THE SOYUZ LAUNCH VEHICLE


 




 





 













 


LAUNCH SERVICES  AGREEMENT


 


This Launch Services Agreement is entered into


BY AND BETWEEN


 


GLOBALSTAR, INC., hereinafter referred to as “CUSTOMER”, a company duly
organized and validly existing under the laws of the State of Delaware, with
principal offices located at 461 South Milpitas Blvd., Milpitas, CA  95035, U.S.A.,


 


ON THE ONE HAND,


 


AND


 


ARIANESPACE, a company organized under the laws of France with
principal offices located at Boulevard de l’Europe BP 177, 91006
EVRY-COURCOURONNES Cedex, France, hereinafter referred to as “ARIANESPACE”,


 


ON THE OTHER HAND,


 


2

















 


TABLE OF  CONTENTS


 


	
  

  	
   

  	
  Pages

  
	
   

  	
   

  	
   

  
	
  RECITALS

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE   1  -

  	
  DEFINITIONS

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE   2  -

  	
  SUBJECT OF THE AGREEMENT

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE   3  -

  	
  CONTRACTUAL DOCUMENTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE   4  -

  	
  ARIANESPACE’S SERVICES

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE   5  -

  	
  CUSTOMER’S COMMITMENTS

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE   6  -

  	
  LAUNCH SCHEDULE

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE   7  -

  	
  COORDINATION BETWEEN
  ARIANESPACE AND CUSTOMER

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE   8  -

  	
  REMUNERATION

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE   9  -

  	
  RESERVED

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE   10 
  -

  	
  PAYMENT FOR SERVICES

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE   11 
  -

  	
  LAUNCH POSTPONEMENTS

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE   12 
  -

  	
  RIGHT OF OWNERSHIP AND
  CUSTODY

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE   13 
  -

  	
  REPLACEMENT LAUNCH

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE   14 
  -

  	
  ALLOCATION OF POTENTIAL
  LIABILITIES AND RISKS

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE   15 
  -

  	
  INSURANCE

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE   16 
  -

  	
  OWNERSHIP OF DOCUMENTS AND
  WRITTEN INFORMATION CONFIDENTIALITY/PUBLIC STATEMENTS

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE   17 
  -

  	
  PERMITS AND AUTHORIZATIONS
  - GROUND STATIONS

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE   18 
  -

  	
  TERMINATION BY CUSTOMER

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE   19 
  -

  	
  TERMINATION BY ARIANESPACE

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE   20 
  -

  	
  APPLICABLE LAW

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE   21 
  -

  	
  ARBITRATION

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE   22 
  -

  	
  COMPLIANCE WITH U.S. LAWS
  AND DIRECTIVES

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE   23 
  -

  	
  MISCELLANEOUS

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE   24 
  -

  	
  EFFECTIVE DATE

  	
  48

  
	
   

  	
   

  	
   

  
	
  ANNEX 1 - STATEMENT OF
  WORK

  	
   

  



 


3

















 


T E R M
S    A N D    C O N D I T I O N S


 


4

















 


RECITALS


 


	
  WHEREAS

  	
  CUSTOMER has approached ARIANESPACE with a request to
  launch TWENTY FOUR (24) Satellites, with the option to launch an additional
  TWENTY FOUR (24) Satellites, and

  
	
   

  	
   

  
	
  WHEREAS

  	
  ARIANESPACE has proposed to CUSTOMER Launch Services to
  launch its Satellites by means of FOUR (4) Firm Launches and FOUR (4) Launch
  Options, each for the launch of SIX (6) Satellites by means of the SOYUZ
  Launch Vehicle from the SOYUZ Launch Site in Kourou, or Baikonur, and

  
	
   

  	
   

  
	
  WHEREAS

  	
  CUSTOMER has accepted such Launch Services, being aware
  of the particular risks involved in any launch operation and of the complex
  nature of the technologies involved, and the Parties have reached an
  agreement in accordance with the terms and conditions set forth herein,

  



 


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:


 


ARTICLE
1 - DEFINITIONS


 


In this Agreement capitalized terms shall have the meanings set forth
in this Article:


 


Agreement means this Agreement as defined in
Article 3 hereof.


 


Associated Services means those supplementary
launch services specified in Sub-paragraphs 4.1.2 hereof.


 


5

















 


Associates means any individual or legal
entity, whether organized under public or private law, who or which shall act,
directly or indirectly, on behalf of or at the direction of either Party to
this Agreement, to fulfill the obligation undertaken by such Party pursuant to
this Agreement, including without limitation, any employee, officer, agent of
either Party, and their respective contractors, subcontractors and suppliers at
any tier.


 


For the purpose of the definition of Third Party and
Article 14:


 


a)         any individual or legal entity governed by private or public law that has
directed ARIANESPACE to proceed with the Launch Services or has any interest in
the Launch Services, including without limitation, a legal interest in the
Launch Vehicle shall be deemed to be an Associate of ARIANESPACE; and


 


b)                 any individual or legal entity governed by private or public law that has
directed CUSTOMER to proceed with the Launch Services, or has any interest in
the Satellite(s) to be launched, including without limitation, insurers, any
person or entity to whom CUSTOMER has sold or leased, directly or indirectly,
or otherwise agreed to provide any portion of the Satellite(s) shall be deemed
to be an Associate of CUSTOMER.


 


Base Rate means ONE (1) month LIBOR plus [*]
percentage points, for any amount expressed in U.S. dollars or the ONE (1)
month EURIBOR plus [*] percentage points for any amount expressed in EUROS.
LIBOR and EURIBOR rates shall be as set forth in The Wall Street Journal on the
effective date of payment.


 


Effective Date of Contract (EDC) means the
date of last signature of this Agreement by an authorized representative of
ARIANESPACE or CUSTOMER.  


 


Firm Launch means a Launch Services firmly
ordered by the CUSTOMER when signing this Agreement, to the exclusion of any
Replacement or Optional Launch.


 


Force Majeure means events such as but not
limited to explosions, fires, earthquakes, floods, bad weather and other Acts
of God, wars, whether or not declared, social uprisings, strikes or lock-outs,
governmental or administrative measures (including delay, suspension or failure
to act), and all other events beyond the reasonable control of a Party or its
Associates that impede the execution of the obligations of such Party or its
Associates and, including, but without limitation, the accomplishment of the
launch of the Satellite(s) within the Launch Period, Launch Slot, Launch Day or
at Launch Time, provided such events may not be overcome using efforts which
may reasonably be expected of the affected Party and/or its affected Associates
under the circumstances.


 


Within FORTY EIGHT (48) hours of learning of the occurrence of an event
of Force Majeure, the affected Party shall promptly provide written notice to
the other Party of such occurrence and within SEVEN (7) days thereafter shall
send to the other Party another written notice stating the date, nature,
extent, anticipated duration and anticipated consequences of the occurrence. In
addition, the Party suffering the Force Majeure event shall notify the other
Party the end of the Force Majeure event within TWENTY-FOUR (24) hours after
such occurrence.


 


Intentional Ignition means the time designated by
ARIANESPACE, during the launch sequence when the command to ignite is
intentionally sent to any one of the motors of the Launch Vehicle for the
purpose of a Launch following a planned countdown.


 


6

















 


L 
except for where otherwise provided, means the first day of the most
recently agreed Launch Period or Launch Slot, or means the selected Launch Day.


 


Launch means the Intentional Ignition of the
Launch Vehicle followed by Lift-off.


 


Launch Associated Payment means the Launch
Services payment for each Firm or Optional Launch Services associated with the
actual Launch Day.


 


Launch Campaign, as defined for each Firm or
Optional Launch, means the period beginning from the date of arrival of
individuals of CUSTOMER or its Associates or CUSTOMER Ground Support
Equipment (GSE) to the Launch Site or from the date on which CUSTOMER begins
autonomous operations on the Satellite, whichever is earlier, until the date on
which CUSTOMER completes placement of all CUSTOMER GSE into a stand-by or
storage phase condition or until the date on which all CUSTOMER GSE is removed
from the Launch Site.


 


Launch Day means a calendar day within a
Launch Slot during which a Launch is scheduled to occur.


 


Launch Failure means that the Satellite(s)
loaded into the Launch Vehicle (i) is(are) destroyed or lost during the period
extending from the instant when Intentional Ignition occurred to the instant
the Satellite(s) is(are) separated from the Launch Vehicle;  or (ii) cannot be separated from the Launch Vehicle;  or (iii) is(are) destroyed or lost due to a
post-separation collision of such Satellite(s) with Launch Vehicle or any part
of it.


 


Launch Mission means the mission assigned to
the Launch Vehicle as defined in Annex 1 Part 1 Chapter 2.1 to this Agreement.


 


Launch Opportunity means the availability to
CUSTOMER of a Launch possibility within a Launch Period or Launch Slot for a
Launch Mission on a Launch Vehicle in accordance with Part 1 of Annex 1 to this
Agreement.


 


Launch Option means the right for CUSTOMER to
order from ARIANESPACE up to FOUR (4) Optional Launches in accordance with this
Agreement for the launch of additional GLOBALSTAR  Satellites to be performed by
ARIANESPACE in accordance therewith.


 


Launch Period means a period of NINETY (90) consecutive
calendar days.


 


Launch Services means the services as set
forth in Part 2 and in Part 5 of Annex 1 to this Agreement to be provided by
ARIANESPACE to perform the Launch Mission.


 


Launch Site means the SOYUZ launch complex at
the Guiana Space Center (CSG) in Kourou, French Guiana, or the SOYUZ launch
complex at the Baikonur Space Center (BSC), in Baikonur, Kazakhstan, including
all their facilities and equipment depending on the launch site selected by
ARIANESPACE in accordance with Paragraph 4.4 of Article 4 hereof.


 


Launch Slot means a period of THIRTY (30)
consecutive calendar days, within a Launch Period.


 


7

















 


Launch Term means a period of time, as set
forth in Paragraph 6.1 of Article 6.


 


Launch Termination means the time as indicated
by ARIANESPACE when, subsequent to a Terminated Ignition, the launch pad is
declared safe by ARIANESPACE.


 


Launch Time means the instant that the
intentional ignition of the first stage engine(s) is scheduled to take place,
as defined in hours, minutes and seconds (GMT Universal Time).


 


Launch Vehicle means a vehicle belonging to
the SOYUZ launch vehicle family chosen by ARIANESPACE to perform the Launch
Mission and defined in Part 1 of Annex 1 to this Agreement.


 


Lift-off means the disconnection of the
lift-off plug if such event follows Intentional Ignition.


 


Optional Launch means Launch Services ordered by
CUSTOMER from ARIANESPACE in the event of exercise of the Launch Option in
accordance with Paragraph 4.3 of Article 4 of this Agreement.


 


Party or Parties means CUSTOMER or ARIANESPACE
or both according to the context in which the term is used.


 


Postlaunch Services means the reports and
range services as specified in Parts 2, 4 and 5 of Annex 1 to this Agreement that
are to be provided to CUSTOMER by ARIANESPACE after the Launch.


 


Replacement Launch means Launch Services for
Satellites subject to Article 13 hereof ordered by CUSTOMER, subsequent to a
previous Launch that, for any reason whatsoever, has/have not accomplished the
Launch Mission or the Satellite(s) Mission.


 


Satellite(s) means the satellite(s) supplied
by CUSTOMER that is/are to be compatible and remain compatible with the SOYUZ
Launch Vehicle and the Launch Mission, and that meets the specifications set
forth in Part 3 Chapter 2 of Annex 1 to this Agreement.


 


Satellite Mission means the mission assigned
to the Satellite(s) by CUSTOMER after separation from the Launch Vehicle.


 


Services means any and all services to be
provided by ARIANESPACE under this Agreement.


 


Terminated Ignition means that following
Intentional Ignition, the launch sequence is shut down before Lift-off.


 


Third Party means any individual or legal
entity other than the Parties, and the Associates of each of the foregoing.


 


8

















 


ARTICLE
– 2                         SUBJECT OF THE AGREEMENT


 


The subject of this Agreement is
the performance of FOUR (4) Firm Launch Services, each launching six Satellites
supplied by CUSTOMER from the Launch Site for the purpose of accomplishing the
Launch Mission in accordance with the terms and conditions of this Agreement
plus up to FOUR (4) additional Launch Services for the Launch Options exercised
by CUSTOMER.


 


9

















 


ARTICLE
– 3                         CONTRACTUAL DOCUMENTS


 


3.1        This Agreement
consists of the following two parts which are contractually binding between the
Parties: the Terms and Conditions, and Annex 1, the Statement of Work.


 


3.2        In the event of any
inconsistency between the Terms and Conditions and the Annex, the Terms and
Conditions shall have precedence over the Annex.


 


10

















 


ARTICLE
4 -                            ARIANESPACE’S SERVICES


 


4.1                       ARIANESPACE shall, for the FOUR (4)
Firm Launches and for the Optional Launches, if the Launch Option(s) has (have)
been exercised by CUSTOMER, perform the Services under this Agreement
including:


 


	
  4.1.1

  	
  Launch Services;

  
	
   

  	
   

  
	
  4.1.2

  	
  Associated Services: subject to any further additional
  orders of CUSTOMER, one or more of the services as set forth in Part 6 of
  Annex 1 to this Agreement.

  



 


4.2                       Launch Services for each Firm and/or Optional Launch, except for
Postlaunch Services, shall be deemed to be completed by ARIANESPACE upon
Lift-off or upon Launch Failure. ARIANESPACE shall not assume any further
liability for said Launch Services, except as expressly provided in this
Agreement. In the event that, for any reason whatsoever, a Terminated Ignition
occurs followed by Launch Termination, ARIANESPACE shall postpone the Launch in
accordance with the conditions set forth in Article 11 of this Agreement.


 


4.3                       Launch Option


 


ARIANESPACE undertakes to maintain up to FOUR (4)
Launch Options available to CUSTOMER and to be exercised by CUSTOMER in
accordance with the terms of Article 6.


 


4.4                       Launch Site Selection


 


ARIANESPACE shall inform
CUSTOMER of the Launch Site selected for the FOUR (4) Firm Launches by written
notice to be received no later than TWELVE (12) months prior to the first day
of the Firm Launch N°1 Launch Period as defined in accordance with Article 6
herein.


 


ARIANESPACE shall inform
CUSTOMER of the Launch Site selected for Optional Launch by written notice to
be received no later than TWELVE (12) months prior to the first day of the
associated Launch Period as defined in accordance with Article 6 herein.


 


Should the CSG Launch Site be
selected by ARIANESPACE, this selection shall be made using fair and reasonable
business judgment that the performance of the first Soyuz launch at CSG and
that the CSG Launch Site programmatic and readiness constraints shall be
compatible with CUSTOMER’s Launch Period.


 


It is hereby mutually
understood by the Parties that none of the Firm or Optional Launches provided
under this Agreement shall be performed on the first Soyuz to be launched from
CSG.


 


If more than one Launch
Option is exercised and the Launch Periods requested for the Optional Launches
enable back-to-back Launch Campaigns, such Optional Launches will be performed
from the same Launch Site.


 


Once a Launch Site is
selected for any Firm and/or Optional Launch, a change of Launch Site is not
anticipated and will only be made in unforeseen circumstances by mutual
agreement of ARIANESPACE and CUSTOMER.


 


11

















 


ARTICLE
5 -                            CUSTOMER’S COMMITMENTS


 


5.1                       CUSTOMER shall fulfill the technical commitments set forth in Part 3 of
Annex 1 to this Agreement including, without limitation, delivery of the
Satellite(s) to the Launch Site  within
the time limits consistent with the launch schedule set forth herein.


 


5.2                       CUSTOMER shall promptly notify ARIANESPACE in writing of any event that
may cause a delay to L.


 


5.3                       CUSTOMER commits to exercise Launch Option(s) under sub-paragraph 4.3 of
Article 4 of this Agreement in the event CUSTOMER decides to proceed with
launch of any or all CUSTOMER Satellites (up to TWENTY-FOUR (24) Satellites in
total), in addition to the TWENTY-FOUR (24) CUSTOMER Satellites to be launched
through the FOUR (4) Firm Launches under this Agreement.


 


Notwithstanding the above ARIANESPACE
releases CUSTOMER from the above commitment in the following cases:


 


(i)                                     ARIANESPACE
becomes bankrupt or insolvent or has a receiving order made against it, or
takes the benefit of any status or legislation related to bankruptcy or
insolvent debtors, or if an order is made or resolution passed for the
winding-up of ARIANESPACE,


 


(ii)                                  If,
following a CUSTOMER request
for a single Launch Period in accordance with sub-paragraph 6.2.2, the first
day of the nearest available Launch Period proposed by ARIANESPACE is more than
TWELVE (12) months later than the first day of the Launch Period requested by
CUSTOMER.


 


(iii)                               If, following a CUSTOMER request for
back-to-back Launch Periods in accordance with sub-paragraph 6.2.2,  the first day of the nearest available first
Launch Period in the sequence of back-to-back Launch Periods proposed by
ARIANESPACE is more than EIGHTEEN (18) months later than the first day of the
first Launch Period in the sequence back-to-back Launch Periods requested by
CUSTOMER.


 


12

















 


ARTICLE
6 -                            LAUNCH SCHEDULE


 


6.1                       Launch Term


 


The
FOUR (4) Firm Launches shall take place during the term from EDC + TWENTY-FOUR
(24) months to December 31, 2010.


 


The FOUR (4) Optional Launches shall be
available to CUSTOMER during the term extending from April 01, 2010 up to and
including December 31, 2014.


 


6.2                       Launch Period


 


6.2.1                       Firm Launches


 


The Launch Period for Firm Launches N° 1, 2, 3 and
4, shall be established within the above Launch Term.


 


(A)          Firm Launch N° 1


 


(i) CUSTOMER shall notify ARIANESPACE by written
notice to be received no later than THIRTEEN (13) months prior to the first day
of the Launch Period desired by CUSTOMER for the corresponding Firm Launch N°1,
being further agreed that the such Launch Period shall not be earlier than the provisional Launch Period defined in
sub-paragraph (A)(ii) hereinafter.


 


Within ONE (1) month of receipt of CUSTOMER’s
notice, ARIANESPACE shall inform CUSTOMER whether a Launch Opportunity exists
within the desired Launch Period at CSG and if not will allocate the nearest
subsequent Launch Period within which a Launch Opportunity exists and reserve
the same Launch Period at BSC.


 


(ii) For the purpose of Article 10 and Article 18:


 


•                  The first day of the provisional
Launch Period of Firm Launch N°1 is January 05, 2010.


 


•                  The provisional Launch Period of
Firm Launch N° 1 may be accelerated at CUSTOMER sole discretion at any time up
to EDC + TWELVE (12) months, by a maximum shift of FOUR (4) months.


 


(B)            Firm Launches N° 2, 3 and 4


 


(i) For each of the Firm Launches N° 2 and 3 and
4, CUSTOMER shall notify ARIANESPACE by written notice to be received no later
than TWELVE (12) months prior to the first day of the Launch Period desired by
CUSTOMER for the corresponding Firm Launch, being further agreed that such
Launch Periods shall not be earlier
than the respective provisional Launch Periods defined in sub-paragraph (B)
(ii) hereinafter.


 


Within ONE (1) month of receipt of CUSTOMER’s
notice, ARIANESPACE shall inform CUSTOMER whether a Launch Opportunity exists
within the desired Launch Period at CSG and if not will allocate the nearest
subsequent Launch Period within which a Launch Opportunity exists and reserve
the same Launch Period at BSC.


 


(ii) For the purpose of Article 10 and Article 18:


 


•                  The provisional Launch Periods for
Firm Launches N°2, 3 and 4 shall be as follows:


 


13

















 


•                  The first day of the provisional
Launch Period for Firm Launch N°2 is April 05, 2010;


 


•                  The first day of the provisional
Launch Period for Firm Launch N°3 is June 05, 2010;  and


 


•                  The first day of the provisional
Launch Period for Firm Launch N°4 is August 05, 2010.


 


•                  The provisional Launch Periods of
Firm Launch N°2, 3 and 4 may be accelerated at CUSTOMER sole discretion at any
time up to EDC + TWELVE (12) months, by a maximum shift of FOUR (4) months.


 


(iii) CUSTOMER may request ARIANESPACE to allocate
up to THREE (3) Launch Periods after the Firm Launch N°1 Launch Period,
enabling  back-to-back Launch Campaigns,
being agreed that the minimum period of time between any two launches shall not
be less than 45 days. Such request shall be made concurrent with the Launch
Period requested under Section (A) above.


 


ARIANESPACE
shall then either allocate the requested Launch Periods or, depending on its
available Launch Opportunities allocate CUSTOMER the nearest series of FOUR (4)
successive Launch Periods.


 


6.2.2                       Optional Launches  


 


The
Launch Period for Optional Launches N° 1, 2, 3 and 4, shall be established within
the Launch Term defined in Sub-paragraph 6.1 of Article 6 of this Agreement.


 


(i)
For each of the Optional Launches N° 1, 2, 3 and 4, CUSTOMER shall notify
ARIANESPACE by written notice to be received no later than TWELVE (12) months
prior to the first day of the Launch Period desired by CUSTOMER for the
corresponding Optional Launch, being further agreed that such Launch Periods shall not be earlier than the respective provisional Launch Periods
defined in sub-paragraph (ii) hereinafter.


 


Within ONE (1) month of receipt of CUSTOMER’s
notice, ARIANESPACE shall inform CUSTOMER whether a Launch Opportunity exists
within the desired Launch Period at CSG and if not will allocate the nearest
subsequent Launch Period within which a Launch Opportunity exists and reserve
the same Launch Period at BSC.


 


(ii) For the purpose of Article 10 and Article 18,
the provisional Launch Periods for Optional Launches N°1, 2, 3 and 4 shall be
defined at option exercise. The first day of each provisional Launch Periods
shall not be earlier than EIGHTEEN (18) months following option exercise.


 


(iii)
CUSTOMER may request ARIANESPACE to allocate Launch Periods enabling
back-to-back Launch Campaigns for Optional Launches, if more than one Launch
Option is exercised by CUSTOMER. It is agreed that the minimum period of time
between two launches shall not be less than FORTY FIVE (45) days.


 


ARIANESPACE shall then either allocate the
requested Launch Periods or, depending on its available Launch Opportunities,
allocate CUSTOMER the nearest series of successive Launch Periods.


 


6.3                       Taking into account available Launch Opportunities, the Launch Slot within
the Launch Period shall be determined by mutual agreement of the Parties no
later than SIX (6) months prior to the first day of the Launch Period.


 


14

















 


6.4                     Based on a proposal made by ARIANESPACE, by mutual agreement of the
Parties, the Launch Day within the Launch Slot shall be determined, no later
than THREE months prior to the first day of the Launch Slot.


 


6.5                     In the event that, for any reason whatsoever, the Parties fail to agree
upon the Launch Slot within the Launch Period or the Launch Day, ARIANESPACE
shall determine said Launch Slot or the Launch Day, taking into account the
available Launch Opportunities, and the requirements and respective interests
of the Parties.


 


15

















 


ARTICLE
7 -                            COORDINATION BETWEEN ARIANESPACE AND CUSTOMER


 


7.1                                 CUSTOMER and ARIANESPACE shall each designate a program director (“Program
Director”) no later than ONE (1) month following EDC.


 


7.2                                 The Program Directors shall supervise and coordinate the performance of
the Services and the technical commitments of the respective Parties within the
Launch Services schedule set forth herein.


 


7.3                                 Each Program Director shall have sufficient powers to be able to settle
any technical issues that may arise during the performance of this Agreement,
as well as any day-to-day management issues. Should the Program Directors have
unresolved technical issues, such issues will be escalated to the respective
senior technical management of the Parties. Should the Program Directors have
unresolved programmatic issues, such issues will be escalated to the respective
senior management of the Parties.


 


7.4                                 A Party may replace its Program Director by prior written notice to the
other Party, signed by an authorized official, indicating the effective date of
designation of the new Program Director.


 


16

















 


ARTICLE
8 -                            REMUNERATION


 


8.1                       The remuneration to ARIANESPACE for
the provision of Launch Services is a firm fixed price, as follows:


 


A                  For the Firm Launch Services:


 


The Price for Launch Services for each of FOUR (4)
SOYUZ Firm Launches, each of SIX (6) Satellites:  FIFTY TWO MILLION FIVE HUNDRED THOUSAND
United States Dollars (US$ 52,500,000).


 


B                    For the Optional Launch Services:


 


(i) The firm fixed price of each Optional Launch
Services exercised by CUSTOMER for a Launch to take place on or prior to 31 December 2010 is: 
FIFTY TWO MILLION FIVE HUNDRED THOUSAND United States Dollars (US$
52,500,000).


 


(ii) The price of each Optional Launch Services
exercised by CUSTOMER for a Launch to take place on or after 1 January 2011 up
to and including 31 December 2014, shall, at the election of CUSTOMER, as duly
notified in the notice of Optional Launch exercise in accordance with
Sub-paragraph 6.2.2, be either (a) or (b) as follows:


 


a) FIFTY TWO MILLION FIVE
HUNDRED THOUSAND United States Dollars (US$ 52,500,000), as escalated as set
forth in paragraph 8.2.


 


b) TWENTY SIX MILLION TWO
HUNDRED FIFTY THOUSAND United States Dollars (US$ 26,250,000), as escalated as set forth in
paragraph 8.2 + NINETEEN MILLION ONE HUNDRED SIXTY THOUSAND Euros (€
19,160,000), as escalated as
set forth in paragraph 8.2.


 


In the event CUSTOMER fails to
elect price structure a) or b) in accordance with the terms above, CUSTOMER
shall be considered to have elected the price structure specified in a) above.


 


(iii) The price and terms and conditions
applicable to any Optional Launches Services requested by CUSTOMER for a Launch
to occur after 31 December 2014, shall be negotiated in good faith by the
Parties.


 


8.2                                 With respect to Articles 10 and 18,
and for each specific Optional Launch, it is agreed that the Launch Services prices as set forth in
Sub-paragraph 8.1(B)(ii) and the prices for Associated Services shall be
escalated, prorata, on a quarterly basis from 1 January 2011 to L* (L* being
the first day of the provisional Launch Period selected at Optional Launch
exercise of said Optional Launch) by an escalation rate of [*] per quarter.
Said escalation rate is provisional.


 


A final escalation rate will be determined at Launch Day minus ONE (1)
month.


 


17

















 


The final escalation rate will be a weighted average calculated as
follows:


 


•                  50% on a Western European producer
price growth index,


 


•                  25% on a worldwide steel price
growth index,


 


•                  25% on a Russian labor cost growth
index.


 


The above indices will be
initially selected within THIRTY (30) days of EDC by mutual agreement of the
Parties. If a selected index is no longer available or appropriate at the time
of calculation of the final escalation rate for any Optional Launch, Parties will
select by mutual agreement the best available replacement index.


 


The Launch Services prices as
set forth in 8.1(B)(ii) and the prices for Associated Services will be
recalculated, using the final escalation rate, prorata, on a quarterly basis
from 1 January 2011 to L* (L* being the first day of the provisional Launch
Period selected at Optional Launch exercise of said Optional Launch).


 


Notwithstanding the
calculated value of the final escalation rate, the maximum rate applicable
shall not exceed [*] per quarter and the minimum rate applicable shall not be
less than [*] per quarter.


 


Any
price differentials will be reconciled in the Launch Associated Payment.


 


8.3                       All prices, expenses, and charges set forth in this Agreement shall be
free from any and all taxes and other duties of any country where the Services
or work are performed. For the sake of clarification, ARIANESPACE shall be
responsible for all taxes or duties of any French tax authority or the
authority of any country where Services or work are performed by ARIANESPACE
and/or its suppliers.


 


18

















 


ARTICLE
9 -                            RESERVED


 


19
















 


ARTICLE 10
-                 PAYMENT FOR SERVICES


 


10.1            Payment of the
remuneration under Paragraph 8.1 of Article 8 of this Agreement shall be
made in accordance with the following payment schedule:


 


10.1.1
For each Firm Launch Services:


 


	
  

  

  DUE DATE

  	
   

  	
  Total amount
  in US$ for each launch

  referred in the sub-paragraph 8.1 (A)

  of Article 8 of this Agreement

  
	
  EDC

  	
   

  	
  [*]

  
	
  EDC + 6 months

  	
   

  	
   

  
	
  EDC + 12 months

  	
   

  	
   

  
	
  L* - 9 months

  	
   

  	
   

  
	
  L* - 6 months

  	
   

  	
   

  
	
  L* - 3 months

  	
   

  	
   

  
	
  Launch Associated Payment

  	
   

  	
   

  
	
  Total

  	
   

  	
  52 500
  000

  



 


Where


 


L* means the first day of the provisional Launch Period
as applicable to each respective Firm Launch and as defined (and potentially
accelerated) in accordance with sub-paragraph 6.2.1 (A) (ii) or 6.2.1
(B) (ii) of Article 6 of this Agreement whichever is relevant.
Except as set forth in Paragraph 11.4 of Article 11, L* is fixed for the
duration of this Agreement.


 


** Pre-Launch Financing in accordance with the terms
and conditions of sub-paragraph 10.6 of Article 10 of this Agreement
may be applied by CUSTOMER.


 


The Launch Associated Payment shall be made at L+1 week
(L being the actual Launch Day) for any Firm Launch for which a subsequent Firm
launch remains to be performed or a subsequent Optional Launch is already
exercised.


 


The Launch Associated Payment related to a Firm Launch
for which there is no subsequent Firm Launch remaining to be performed or no
subsequent Optional Launch already exercised under this Agreement, shall be
made at L – 1 week (L being the actual Launch Day for the said Launch).


 


If the last contracted launch under this Agreement is
delayed by ARIANESPACE by more than THIRTY (30) days after the Launch
Associated Payment is made by CUSTOMER ARIANESPACE shall immediately return
said Launch Associated Payment if so requested by CUSTOMER. Said Launch Associated
Payment shall remain due and payable to ARIANESPACE at L-1 week in accordance
with the newly established Launch Day.


 


20

















 


10.1.2
For each Optional Launch Services (taken separately):


 


	
  

  

  

  DUE DATE

  	
   

  	
  Percentage of
  the Launch Services

  Price for each launch referred in the

  sub-paragraph 8.1 (B) of Article 8 of

  this Agreement

  
	
  Optional Launch Date of Exercise

  	
   

  	
  [*]

  
	
  L* - 18 months

  	
   

  	
   

  
	
  L* - 15 months

  	
   

  	
   

  
	
  L* - 12 months

  	
   

  	
   

  
	
  L* - 9 months

  	
   

  	
   

  
	
  L* - 6 months

  	
   

  	
   

  
	
  L* - 3 months

  	
   

  	
   

  
	
  Launch Associated Payment

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  100%

  



 


Where


 


L* means the first day of the provisional Launch Period
as applicable to each respective Optional Launch and as defined in accordance
with sub-paragraph 6.2.2 of Article 6 of this Agreement. Except as set
forth in Paragraph 11.4 of Article 11, once defined at exercise of the
Launch Option, L* is fixed for the duration of this Agreement.


 


The Launch Associated Payment shall be made at L+1 week
(L being the actual Launch Day) for any Optional Launch for which a subsequent
Optional Launch is already exercised.


 


The Launch Associated Payment related to the last
exercised Optional Launch under this Agreement shall be made at L — 1 week (L
being the actual Launch Day of the last Optional Launch).


 


If the last exercised Optional Launch under this
Agreement is delayed by ARIANESPACE by more than THIRTY (30) days after the
Launch Associated Payment is made by CUSTOMER, ARIANESPACE shall immediately
return said Launch Associated Payment if so requested by CUSTOMER. Said Launch
Associated Payment shall remain due and payable to ARIANESPACE at L-1 week in
accordance with the newly established Launch Day.


 


10.2            Payment for Associated
Services


 


10.2.1          Payment for Associated Services ordered by
CUSTOMER under Part 6 of Annex 1 to this Agreement, for which a firm
fixed price has been established, shall be due as of the date set forth in said
Annex.


 


10.2.2          Payment for Associated Services ordered by
CUSTOMER under Part 6 of Annex 1 to this Agreement, for which no
total firm fixed price can be determined in advance, shall be due on the date
on which CUSTOMER terminates use of the relevant Associated Services.


 


With respect to the above,
payment terms shall be as set forth below in Sub-paragraph 10.3 of
Article 10 of this Agreement.


 


10.3            Terms and Conditions
of Payment/ARIANESPACE’s Invoices


 


10.3.1          Where this Agreement determines a precise
payment date, payment has to be made at such date or within THIRTY (30) days
from receipt of ARIANESPACE’s corresponding invoice, whichever is later, except
for the first payment provided under this Agreement, for which invoice will be
presented and paid within FIVE (5) business days following EDC.


 


21

















 


10.3.2          Where the Agreement does not determine a precise
payment date, payment has to be made at the date when payment becomes due or
within THIRTY (30) days of receipt of ARIANESPACE corresponding invoice,
whichever is later.


 


10.3.3          ARIANESPACE invoices shall be sent by electronic
mail to:


 


[*]


 


With confirming electronic
mail to:


 


[*]


 


The method for calculating
the amount of each invoice shall be shown clearly.


 


10.3.4          Payments shall be made to the account designated
on the relevant invoice by electronic bank transfer, without charge to
ARIANESPACE. A notice of such payment shall be sent to ARIANESPACE.


 


Payment shall be effective as
of the date on which the amount of the ARIANESPACE invoice is credited for
value to the designated ARIANESPACE’s account.


 


10.3.5          CUSTOMER’s payments shall be in the amounts
invoiced by ARIANESPACE, and shall be made net, free and clear of any and all
taxes, duties, or withholdings that may be imposed in the Country of
CUSTOMER and the Country from which they are paid so that ARIANESPACE receives
each such payment in its entirety as if no such tax, duty, or withholding had
been made.


 


10.4            Late Payment


 


In the event of late payment,
CUSTOMER shall pay ARIANESPACE interest on payment due at the Base Rate
starting from the fourth delinquent day up to and including the date payment is
made. The computation of interest for late payments shall be made on the basis
of THREE HUNDRED SIXTY (360) days and actual days elapsed. In the event of late
payment and within SIXTY (60) days of such late payment, ARIANESPACE shall
invoice CUSTOMER for interest on such late payment. CUSTOMER shall pay such
invoice within FIVE (5) days of receipt.


 


In the event of non payment,
after THIRTY (30) days ARIANESPACE shall be entitled to suspend any and all of
its activities in preparation for the Launch Services and to
reschedule the Launch Services under Sub-paragraph 11.3.3 of
Article 11 of this Agreement provided that ARIANESPACE shall have notified
CUSTOMER of its failure to comply with its payment obligation at least FIFTEEN
(15) days prior to such suspension and rescheduling.


 


Notwithstanding the above,
during any period of non payment of the Launch Associated Payment related to
the last contracted Launch under this Agreement,  ARIANESPACE shall be
entitled to suspend any and all of its activities in preparation for the Launch
Services and to reschedule the Launch Services under Sub-paragraph 11.3.3
of Article 11 of this Agreement, provided that ARIANESPACE shall have
notified CUSTOMER of its failure to comply with its payment obligation at least
two (2) days prior to such suspension and rescheduling and shall give
CUSTOMER opportunity to make payment to avoid the suspension.


 


Any late payment period in
excess of SIXTY (60) days shall constitute CUSTOMER’S material breach of this
Agreement and ARIANESPACE shall be entitled to terminate the concerned Launch
Services pursuant to the provisions of Article 19.


 


10.5            Waiver of Deferral,
Withholding or Set-off


 


Unless otherwise specified in
this Agreement or agreed to by the Parties, CUSTOMER irrevocably waives any
right to defer, withhold, or set-off by counterclaim or other legal or
equitable claim, all or any part of any payment under this Agreement for
any


 


22

















 


reason whatsoever. All payments
due under this Agreement shall be made in their entirety and on the dates
specified in this Agreement.


 


10.6            Financing


 


For
each of the FOUR (4) Firm Launches under this Agreement, Pre-Launch
Financing shall be made available and repaid in accordance with the following
provisions of this Paragraph 10.6.


 


10.6.1          Pre-Launch Financing shall be made available for the payments due at
EDC+6 months, EDC+12 months and L*-9 months, up to 50% of the amount of each
such payment and on the respective date of each such payment, in accordance
with the following table.


 


	
  

  

  

  

  DATE

  	
   

  	
  Total amount in US$ for

  each launch referred in

  the sub-paragraph 8.1

  (A) of Article 8 of this

  Agreement

  	
   

  	
  

  

  

  Minimum CASH

  (in US$)

  	
   

  	
  Maximum

  PRE

  LAUNCH

  FINANCING

  (in US$) *

  
	
  EDC + 6 months

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  EDC + 12 months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L* - 9 months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L* - 6 months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Where:


 


L* means the first day
of the provisional launch period as applicable to each respective Firm Launch
and as defined in accordance with sub-paragraph 6.2.1 (A) (ii) or
6.2.1 (B) (ii) of Article 6 of this Agreement whichever is
relevant. Except as set forth in Paragraph 11.4 of Article 11, L* is fixed
for the duration of this Agreement.


 


10.6.2          Upon receipt of the cash payments for EDC+6 months, EDC+12 months and
L*-9 months, corresponding Pre launch Financing for the unpaid balances shall
automatically be made on the respective date of payment in the amount such
that, the total amount is paid in full. It shall be made by way of book entry
to fund the corresponding payment.


 


(i) From
the date of book entry until the date of repayment, Pre-Launch Financing shall
bear interest at a fixed annual interest rate of [*].


 


(ii) The
computation of interest shall be made on the basis of THREE HUNDRED SIXTY (360)
days and actual days elapsed.


 


(iii) Interest
shall be compounded on an annual basis on the date such interest is due.
Compounded interest shall bear interest at the fixed interest rate of [*].


 


10.6.3          Pre-Launch Financing together with related compounded interest and other
accrued interest shall be repaid at L*-6 months subject to the terms and
conditions of sub-paragraph 18.2.3 of Article 18 of this Agreement.


 


10.6.4          In the event of postponement under subparagraph 11.4 of article 11,
the interest due at L*-6 months shall be calculated on the basis of the L*
defined in accordance with the sub-paragraphs 6.2.1 (A) (ii) and
6.2.1 (B) (ii) of Article 6 of this Agreement.


 


23

















 


ARTICLE 11
-                 LAUNCH POSTPONEMENTS


 


11.1            Each postponement of
the Launch Period, the Launch Slot, the Launch Day or the Launch Time, for
whatever reason, shall, for each particular Firm and/or Optional Launch under
this Agreement, be governed solely by the terms and conditions provided in this
Article 11. The Parties hereto expressly waive, renounce, and exclude any
and all rights and remedies that may arise at law or in equity with
respect to postponements that are not stated in this Article 11 or
elsewhere in this Agreement, including but not limited to any right to seek
consequential, special, incidental or punitive damages.


 


11.2            Postponements
requested by CUSTOMER


 


11.2.1          CUSTOMER shall have the right for any reason
whatsoever, at any time, to postpone the Launch Period and, once determined,
the Launch Slot or the Launch Day. The CUSTOMER’s written notice for
postponement shall indicate the new requested (i) Launch Period, or
(ii) Launch Slot, or (ii) Launch Day, as the case may be.


 


CUSTOMER shall not be liable
for postponement fees or liquidated damages should CUSTOMER decide to postpone
either a Launch Period, a Launch Slot or a Launch Day.


 


Notwithstanding the above,
and with the exception of Force Majeure events, it is agreed by the Parties
that in the event CUSTOMER requests a postponement in excess of SIXTY (60)
consecutive days to the then applicable Launch Day for a particular Launch and
such postponement request is made:


 


(i)                                          after the start of the
related Launch Campaign, or


 


(ii)                                       within an intermediate
period not exceeding FIFTEEN (15) days separating the last day of said Launch
Campaign and the scheduled first day of the subsequent back-to-back Launch
Campaign,


 


then, CUSTOMER shall
indemnify ARIANESPACE for the direct additional costs (to the exclusion of
incidental and consequential damages, including but not limited to loss of
revenue and loss of business) sustained by the ARIANESPACE and its contractors
resulting from said Launch Day postponement with respect to said Launch
Campaign and the subsequent back-to-back Launch Campaign. The period of time
between the last day of said Launch Campaign and the scheduled first day of the
subsequent back-to-back Launch Campaign shall not exceed FIFTEEN (15) days.


 


The indemnification by
CUSTOMER of such direct additional costs in compliance with the terms and
conditions above shall be capped at [*] in total covering said Launch Campaign
and its subsequent back-to-back Launch Campaign.


 


The Parties hereby agree to
control and limit as much as possible those additional costs.


 


11.2.1.1                   If the CUSTOMER’s
written request relates to a Launch Period or a Launch Slot postponement,
within ONE (1) week of receipt of such request, ARIANESPACE shall
inform CUSTOMER whether a Launch Opportunity exists within the Launch
Period, or within the Launch Slot requested, or will propose a new Launch
Period or Launch Slot. CUSTOMER shall have FIFTEEN (15) days following receipt
of ARIANESPACE’s proposal to consent thereto in writing. In the event


 


24

















 


ARIANESPACE’s counterproposal
is not acceptable to CUSTOMER, the Parties shall mutually agree within the TWO
(2) following weeks to an alternative Launch Opportunity as near as
possible to CUSTOMER’s request.


 


11.2.1.2                   If the CUSTOMER’s
written request relates to a Launch Day postponement, the choice of a new
Launch Day shall be made by mutual agreement of the Parties, taking into
account the technical needs and interests of CUSTOMER and of ARIANESPACE, the
time necessary for the revalidation of the launch assembly complex consisting of
the SOYUZ Launch Vehicle, the Launch Site, and the payload preparation assembly
(EPCU), and meteorological forecasts.


 


11.2.1.3                   Notwithstanding the
terms of 11.2.1 CUSTOMER can stop the final countdown sequence until Launch
Time – 20 seconds. In the event that CUSTOMER has requested such postponement
and technical reasons, including, without limitation, meteorological reasons
preventing ARIANESPACE from performing the considered Launch on the Launch Day,
the postponement shall be considered to be a postponement of the Launch Day.


 


In the event that any Firm
Launch is postponed by CUSTOMER beyond 31 December 2011, the related
Launch Associated Payment and Associated Services prices related to services
yet to be performed shall be escalated by [*] per quarter from 01
January 2011 and pro rata to the revised Launch Day.


 


11.2.1.4                   In the event that the
aggregate duration of postponements requested by CUSTOMER for any Optional
Launch exceeds TWELVE (12) months, the related Launch Associated Payment and
Associated Services prices for services yet to be performed shall be escalated
by [*] per quarter, starting from the first day of the Launch Period
established in accordance with Sub-paragraph 6.2.2(i) of Article 6
under this Agreement and pro rata to the revised Launch Day.


 


11.3            Launch postponement
requested by ARIANESPACE


 


ARIANESPACE shall not be
liable for postponement fees or liquidated damages should ARIANESPACE decide to
postpone either a Launch Period, a Launch Slot or a Launch Day.


 


Notwithstanding the above,
and with the exception of Force Majeure events, it is agreed by the Parties
that in the event ARIANESPACE requests a postponement in excess of SIXTY (60)
consecutive days to the then applicable Launch Day for a particular Launch and
such postponement request is made:


 


(i)                           after the start of the
related Launch Campaign, or


 


(ii)                        within an intermediate
period not exceeding FIFTEEN (15) days separating the last day of said Launch
Campaign and the scheduled first day of the subsequent back-to-back Launch Campaign,


 


then, ARIANESPACE shall
indemnify CUSTOMER for the direct additional costs (to the exclusion of
incidental and consequential damages, including but not limited to loss of
revenue and loss of business) sustained by the CUSTOMER and its contractors resulting
from said Launch Day postponement with respect to said Launch Campaign and the
subsequent back-to-back Launch Campaign. The period of time between the last
day of said Launch Campaign and the scheduled first day of the subsequent
back-to-back Launch Campaign shall not exceed FIFTEEN (15) days.


 


25

















 


The indemnification by
ARIANESPACE of such direct additional costs in compliance with the terms and
conditions above shall be capped at [*] in total covering said Launch Campaign
and its subsequent back-to-back Launch Campaign.


 


The Parties hereby agree to
control and limit as much as possible those additional costs.


 


11.3.1          ARIANESPACE shall have the right to postpone the
Launch Period and when determined, the Launch Slot or the Launch Day for the
following reasons:


 


a)         ARIANESPACE or its Associates encounter
technical problems that prevent the Launch and/or the Launch Mission from
taking place under satisfactory conditions of safety or reliability.


 


b)         ARIANESPACE is requested to perform a
replacement launch or to launch scientific satellite(s) whose missions
may be degraded in the event of postponement.


 


c)          ARIANESPACE postpones another contracted launch
having an earlier Launch Period or Launch Slot than CUSTOMER’s Satellite(s).


 


11.3.2          The Parties shall determine by mutual agreement
a new Launch Period and/or a new Launch Slot as near as possible to the
postponed one in accordance with the following criteria:


 


•                      Launch Opportunities;


 


•                      launch rank of Customer’s
Firm Launch or Optional Launch;


 


The Launch Day and the Launch
Time within the new Launch Slot shall be determined by ARIANESPACE according to
the technical constraints of ARIANESPACE and CUSTOMER and their respective
interests.


 


11.3.3          Any postponement by ARIANESPACE of the Launch
Period, Launch Slot or Launch Day due to CUSTOMER’s non-fulfillment of its
obligations under this Agreement shall be considered to be requested by
CUSTOMER in accordance with Paragraph 11.2 above as of the date of ARIANESPACE’s
decision to postpone the launch.


 


26

















 


11.4            Any postponement
provided for in this Article 11 shall not modify the payment
schedule set forth in Paragraph 10.1 of Article 10 of this Agreement.


 


                                      Notwithstanding the
above, in the event of any postponement requested by ARIANESPACE to the first
day of the Launch Period or Launch Slot or to the Launch Day, as defined in
accordance with sub-paragraph 6.2.1(A)(i), 6.2.1(B)(i), 6.3, 6.4 and 6.5 of
Article 6 of this Agreement in excess of ONE HUNDRED FIFTY (150) days in
respect to the Launch Period, NINETY (90) days in respect to the Launch Slot or
SIXTY (60) days in respect to the Launch Day, and excluding postponements
resulting from the occurrence of Force Majeure, the Parties shall meet in good
faith to adjust accordingly the L* applicable to the payment plan set forth in
Article 10.1.


 


27

















 


ARTICLE 12
-                 RIGHT OF OWNERSHIP AND CUSTODY


 


12.1            The obligations of
ARIANESPACE under this Agreement are strictly limited to the Services, and
CUSTOMER acknowledges and agrees that at no time shall it have any right of
ownership of, any other right in, or title to, the property that ARIANESPACE
shall use in connection with the Launch Services, or shall place at CUSTOMER’s
disposal for the purpose of this Agreement, including, without limitation, the
Launch Vehicle and the Launch Site of ARIANESPACE. Said property shall at all
times be considered to be the sole property of ARIANESPACE.


 


12.2            ARIANESPACE
acknowledges and agrees that at no time shall it have any right of ownership,
or any other right in, or title to, the property that CUSTOMER shall use for
the Launch Services and the interface tests, including, without limitation, the
Satellites and all equipment, devices and software to be provided by CUSTOMER
on the Launch Site. Said property shall at all times be considered to be the
sole property of CUSTOMER.


 


12.3            At all times during
the performance by the Parties of this Agreement, each Party shall be deemed to
have full custody and possession of its own property.


 


28

















 


ARTICLE 13
-                 REPLACEMENT LAUNCH


 


13.1            Terms


 


13.1.1          For the Firm Launches and Optional Launches,
CUSTOMER is entitled to request a Replacement Launch from ARIANESPACE in the
event that, following Intentional Ignition, except in the case of Terminated
Ignition, either the Launch Mission or the Satellite Mission has not been
accomplished for any reason whatsoever. Replacement Launch Services are subject
to the conditions set forth in this Article 13. Any and all other rights
and remedies of CUSTOMER are excluded whatever their nature.


 


13.1.2          CUSTOMER shall be entitled to have a Launch Slot
for a Replacement Launch allocated to it by ARIANESPACE within TWELVE (12)
months following the month ARIANESPACE has received a written request for
Replacement Launch. Should CUSTOMER request a Launch Period beyond such TWELVE
(12) month period, ARIANESPACE shall allocate the nearest Launch Opportunity,
provided however that in no way shall the Launch Period requested by CUSTOMER
extend beyond the THIRTY SIX (36) month period following the date of request
for a Replacement Launch.


 


13.1.3          The written request for a Replacement Launch shall
be received by ARIANESPACE no later than the last day of the sixth full
calendar month following the month in which the cause of the failure of either
the Launch(es) Mission or the Satellite(s) Mission has/have been established,
but in no event later than, in the case of a Satellite(s) Mission failure,
TWENTY-SEVEN (27) months following the date of Launch.


 


The written request for a
Replacement Launch shall indicate the Launch Period requested by CUSTOMER
within one of the periods specified in Sub-paragraph 13.1.2 above. It is
understood that the replacement Satellites and all equipment, devices and
software to be made available by CUSTOMER on the Launch Site in order to make
the replacement Satellites ready for launch shall be made available to ARIANESPACE
pursuant to the schedule of Part 3 of Annex 1 to this Agreement.


 


13.1.4          ARIANESPACE shall inform CUSTOMER, within
the month following receipt of CUSTOMER’s request for a Replacement Launch,
whether or not a Launch Opportunity exists within the requested Launch Period
and, in any event, shall allocate a Launch Slot to CUSTOMER, the first day of
which shall be before the expiration of the TWELVE (12) calendar month period
specified in Sub-paragraph 13.1.2 of Article 13 of this Agreement if the
Launch Period requested by CUSTOMER is within that TWELVE (12) month period;
otherwise ARIANESPACE shall allocate to CUSTOMER the nearest existing Launch
Opportunity. The date allocated shall not begin earlier than the first day of
the Launch Period requested by CUSTOMER.


 


13.1.5          The replacement Satellites shall be in
accordance with the interface control document (DCI) governing CUSTOMER’s
Satellites.


 


13.1.6          For any Replacement Launch, ARIANESPACE shall
perform Launch Services which are equivalent to those documented in Annex
1 for Optional Launches.


 


29

















 


13.2            General Conditions


 


The remuneration for the
Replacement Launch Services and any Associated Services shall be consistent
with remuneration for an Optional Launch under Article 8 of this Agreement
and including any charges incurred by ARIANESPACE for modification of equipment
associated with the Launch Vehicle designated for the Replacement Launch.


 


The Replacement Launch shall
either be performed under an amendment to this Agreement, or form the
subject of a separate launch services agreement substantially in the
form of this Agreement.


 


30

















 


ARTICLE 14
-                 ALLOCATION OF POTENTIAL
LIABILITIES AND RISKS


 


14.1            Allocation of Risks
for loss, damage or bodily injury (including death) caused by one Party and/or
its Associates to the Other Party and/or its Associates.


 


14.1.1          Due to the particular nature of the Services,
the Parties agree that any liability of ARIANESPACE or of CUSTOMER arising from
the defective, late, or non-performance of ARIANESPACE’s Services and
CUSTOMER’s technical obligations under this Agreement is, in all circumstances,
including termination of this Agreement, in whole or in part, or a Launch
Service under this Agreement, strictly limited to the liability expressly
provided for in this Agreement. Except as provided in this Agreement, the
Parties hereto expressly waive, renounce, and exclude any and all rights and
remedies that may arise at law or in equity with respect to the Services,
including but not limited to any right to seek consequential, special,
incidental or punitive damages.


 


14.1.2          Each Party shall bear any and all loss of or
damage to property and any bodily injury (including death) and all consequences,
whether direct or indirect, of such loss, damage or bodily injury (including
death), and/or of a Launch Mission failure and/or of a Satellite Mission
failure, which it or its Associates may sustain, directly or indirectly,
arising out of or relating to this Agreement or the performance of this
Agreement. Each Party irrevocably agrees to be bound by a no-fault,
no-subrogation, inter-party waiver of liability and indemnity for such loss or
damage or bodily injury (including death) and such consequences, and waives the
right to make any claims or to initiate any proceedings whether judicial,
arbitral, or administrative on account of any such loss, damage or bodily
injury (including death) and/or Launch Mission failure and/or Satellite Mission
failure against the other Party or that other Party’s Associates arising out of
or relating to this Agreement for any reason whatsoever.


 


The provisions above exclude,
without limitation, any liability of ARIANESPACE or its Associates for any loss
or damages to CUSTOMER or its Associates, resulting from the intentional
destruction of the Launch Vehicle and the Satellite in furtherance of launch
range safety measures.


 


Each Party agrees to bear the
financial and any other consequences of such loss, damage or bodily injury
(including death) and/or of a Launch Mission failure and/or a Satellite Mission
failure which it or its Associates may sustain, without recourse to the
other Party or the other Party’s Associates.


 


If a Party maintains
insurance to protect itself against any of the risks indemnified in this
Article 14.1, and including insurance policies to be procured by
ARIANESPACE pursuant to Article 15, that Party shall cause its insurers
covering such risks to waive rights of subrogation against the other Party and
against the Associates of each Party. Each Party shall require its Associates
to secure identical waivers of subrogation rights from their respective
insurers, as provided in Article 14.3.


 


14.1.3          In the event that one or more Associates of a
Party shall proceed against the other Party and/or that Party’s Associates as a
result of such loss, damage or bodily injury (including death) and/or Launch
Mission failure and/or Satellite Mission failure, the first Party shall
indemnify, hold harmless, dispose of any claim, and defend, when not contrary
to the governing rules of procedure, the other Party and/or its
Associates, as the case may be, from any liability, cost or expense,
including attorneys’ fees, on account of such loss, damage or bodily injury (including
death) and/or Launch Mission failure and/or Satellite


 


31

















 


Mission failure, and shall
pay all costs and expenses and satisfy all judgments and awards which
may imposed on or rendered against that other Party and or its Associates.


 


14.2            RESERVED.


 


14.3            Indemnification.


 


Each Party shall take all
necessary and reasonable steps to prevent or cause the withdrawal of claims for
property loss or damage or bodily injury (including death) by any Associate(s) involved
in Launch Services activities. Each Party shall require its Associate(s) to
agree to a no-fault, no-subrogation, inter-party waiver of liability and
indemnity for such loss or damage or bodily injury (including death) that its
Associates sustain, identical to the Parties’ respective undertakings under
this Article 14.


 


14.4            Liability for Property
Loss or Damages and Bodily Injury Suffered by Third Parties.


 


14.4.1          Without prejudice to Article 15, each Party
shall be solely and entirely liable for all property loss or damage or bodily
injury (including death) sustained, whether directly or indirectly, by any
Third Party, which is caused by such Party or its Associates arising out of or
relating to the performance of this Agreement.


 


14.4.2          In the event of any proceeding, whether
judicial, arbitral, administrative or otherwise, by a Third Party against one
of the Parties or its Associates on account of any property loss or damage or
bodily injury (including death), caused by the other Party, its property or its
Associates or its (their) property, whether directly or indirectly, the latter
Party shall indemnify and hold harmless the former Party and/or the former
Party’s Associates, as the case may be, and shall advance any funds
necessary to defend their interests.


 


14.5            Infringement of
Intellectual Property Rights of Third Parties.


 


14.5.1          ARIANESPACE shall indemnify and hold CUSTOMER
harmless with respect to any and all claims resulting from an infringement or
claim of infringement of patent rights or any other intellectual property
rights of any Third Party which may arise from CUSTOMER’s use of
ARIANESPACE’s Services, including, without limitation, the use of any and all
products, processes, articles of manufacture, supporting equipment, facilities,
and services by ARIANESPACE in connection with said Services; provided however,
that this indemnification shall not apply to an infringement of rights as set
forth above that have been mainly caused by an infringement of a right of a
Third Party for which CUSTOMER is liable pursuant to Sub-paragraph 14.5.2 of
Article 14 of this Agreement.


 


14.5.2          CUSTOMER shall indemnify and hold ARIANESPACE
harmless with respect to any and all claims resulting from an infringement or
claim of infringement of the patent rights or any other intellectual property
rights of any Third Party arising out of or relating to CUSTOMER and its
Associates with respect to the design or manufacture of the Satellite, or
ARIANESPACE’s compliance with specifications furnished by CUSTOMER with respect
to the Launch Mission and the Satellite Mission.


 


14.5.3          The rights to indemnification provided hereunder
shall be subject to the following conditions:


 


                                            14.5.3.1              The Party seeking
indemnification shall promptly advise the other Party of the filing of any
suit, or of any                                                        written or oral claim
against it, alleging


 


32

















 


                                                                                                      an infringement of any
Third Party’s rights, which it may receive relating to this Agreement.


 


                                            14.5.3.2              The Party sued or
against whom the claim is otherwise made shall take no steps in the dispute
with the                                                        Third Party, nor shall
it reach a compromise or settlement, without the prior written approval of the
other                                                        Party, which approval
shall not be unreasonably withheld or delayed.


 


14.5.4          The indemnifying Party shall assist in and
assume, when not contrary to the governing rules of procedure, the defense
of any claim or suit and/or settlement thereof, shall take all other steps
which it may reasonably be expected to take, given the circumstances, and
the obligations incurred by it under this Article 14, to avoid, settle, or
otherwise terminate the dispute, and shall pay all litigation and
administrative costs and expenses incurred in connection with the defense of
any such suit, including fees and expenses of legal counsel, shall satisfy any
judgments rendered by a court of competent jurisdiction in such suits, and
shall make all settlement payments.


 


14.5.5          In the event that ARIANESPACE, with respect to
the Launch Services, and CUSTOMER, with respect to the Satellites, shall be the
subject of the same court action or the same proceedings based on alleged
infringements of patent rights or any other intellectual property rights of a
Third Party pursuant to both Sub-paragraphs 14.5.1 and 14.5.2 hereof,
ARIANESPACE and CUSTOMER shall jointly assume the defense and shall bear all
damages, costs and expenses on a 50:50 basis during the court proceeding,
subject to pro rata adjustment according to their respective liability as
determined after the court proceeding. In the event of any problems in
implementing the pro rata allocation of the amounts referred to in the
immediately preceding sentence, the Parties shall undertake in good faith to
resolve such problems.


 


14.5.6          Neither Party’s execution or performance of this
Agreement grants any rights to or under any of either Party’s respective
patents, proprietary information, and/or data, to the other Party or to any
Third Party, unless such grant is expressly recited in a separate written document
duly executed by or on behalf of the granting Party.


 


33

















 


ARTICLE 15
-                 INSURANCE


 


PART A
- FOR LAUNCH(ES) FROM THE KOUROU LAUNCH SITE


 


15.1.1              ARIANESPACE shall, for
all Launch Missions under this Agreement, take out an insurance policy at no
cost to CUSTOMER, to protect itself and CUSTOMER against liability for property
loss or damage and bodily injury (including death) that Third Parties
may sustain and that is caused by


 


(i)                activities
of CUSTOMER and ARIANESPACE, their contractors, sub contractors, agents and/or
suppliers, related to the launch services contract, at the Launch Site, and


 


(ii)             the
Launch Vehicle, and/or the Satellite(s), and/or their components or any
part thereof.


 


Such insurance policy shall name as additional
insured:


 


1)                The Government of
France and, if relevant, the Government of Russia.


 


2)                The Centre National
d’Etudes Spatiales “C.N.E.S.”, ROSCOSMOS if relevant, and any launching state
as such term is defined in the Convention on International Liability for Damage
Caused by Space Objects of 1972.


 


3)                The auxiliaries of any
kind, whom ARIANESPACE and/or the C.N.E.S and/or ROSCOSMOS if relevant, would
call for in view of the preparation and the execution of the launching
operations.


 


4)                The European Space
Agency “E.S.A.” but only in its capacity as owner of certain facility and/or
outfits located at the Centre Spatial Guyanais in Kourou and made available to
ARIANESPACE and/or to the C.N.E.S. and/or, if relevant, ROSCOSMOS, for the purpose
of the preparation and the execution of the launches.


 


5)                The firms, who have
participated in the design and/or in the execution or manufacturing and/or who
have provided the components of the Satellite(s), Launch Vehicle, of its
support equipment including propellants and other products either liquid or
gaseous necessary for the functioning of the said Satellite(s) or Launch
Vehicle or support equipment, their contractors, sub-contractors and suppliers.


 


6)                CUSTOMER on whose
behalf ARIANESPACE executes or performs the Launch Services as well as its
contractors, sub-contractors and suppliers.


 


7)                Provided they act
within the scope of their duties, the officers and directors, legal
representatives, managing director, employees, agents and interim staff employed
by ARIANESPACE or by any of additional insured mentioned in the preceding
sub-paragraphs from 1 to 6 (inclusive).


 


15.1.2    The insurance referred to in Paragraph 15.1
shall come into effect as follows:


 


(i)                for
Paragraph 15.1.1 (i) above, as of the day CUSTOMER, its contractors, sub
contractors, agents and/or suppliers arrive at the Launch Site until seven
(7) days after the Launch, and


 


(ii)             for
Paragraph 15.1.1 (ii) above, as of the day of the Launch concerned, and
shall be maintained for a period of the lesser of TWELVE (12) months or so long
as all or any part of the Launch Vehicle, and/or the Satellite(s), and/or
their components remain in orbit.


 


34

















 


15.1.3              The insurance policy
shall be in the amount of:


 


(i)                Under
Paragraph 15.1.1 (i) above, SIXTY MILLION NINE HUNDRED AND EIGHTY THOUSAND
Euros (€ 60 980 000),


 


(ii)             Under
Paragraph 15.1.1 (ii) above, SIXTY MILLION NINE HUNDRED AND EIGHTY THOUSAND Euros (€
60 980 000). ARIANESPACE shall settle all liabilities, and shall indemnify and
hold CUSTOMER harmless from property loss or damage and bodily injury
(including death) arising from the Services when caused to Third Parties by the
Launch Vehicle, and/or the Satellite(s), and/or their components or any part thereof
including during the period provided for in Paragraph 15.1.2 (ii) above
for any amount in excess of the insured limits of said insurance policy.


 


PART B
- FOR LAUNCH(ES) FROM THE BAÏKONUR LAUNCH SITE


 


15.2.1              ARIANESPACE shall, for
all Launch Missions under this Agreement, take out an insurance policy at no
cost to CUSTOMER, to protect itself and CUSTOMER against liability for property
loss or damage and bodily injury (including death) that Third Parties
may sustain and that is caused by


 


(i)                activities
of CUSTOMER and ARIANESPACE, their contractors, sub contractors, agents and/or
suppliers, related to the launch services contract, at the Launch Site, and


 


(ii)             the
Launch Vehicle, and/or the Satellite(s), and/or their components or any
part thereof.


 


Such insurance policy shall name as additional
insured:


 


1)                The Government of
Russia and, if relevant, the Government of France,


 


2)                ROSCOSMOS and any
launching state as such term is defined in the Convention on International
Liability for Damage Caused by Space Objects of 1972.


 


3)                The auxiliaries of any
kind, whom ARIANESPACE and/or ROSCOSMOS, would call for in view of the
preparation and the execution of the launching operations.


 


4)                KBOM and Kosmotrans
but only in their capacity as owner of certain facilities and/or outfits
located at BAÏKONUR launch site and made available to ARIANESPACE and/or
ROSCOSMOS, for the purpose of the preparation and the execution of the
launches.


 


5)                The firms, who have
participated in the design and/or in the execution or manufacturing and/or who
have provided the components of the Satellite(s), Launch Vehicle, of its
support equipment including propellants and other products either liquid or
gaseous necessary for the functioning of the said Satellite(s) or Launch
Vehicle or support equipment, their contractors, sub-contractors and suppliers.


 


6)                CUSTOMER on whose
behalf ARIANESPACE executes or performs the Launch Services as well as its
contractors, sub-contractors and suppliers.


 


7)                Provided they act
within the scope of their duties, the officers and directors, legal
representatives, managing director, employees, agents and interim staff
employed by ARIANESPACE or by any of additional insured mentioned in the
preceding sub-paragraphs from 1 to 6 (inclusive).


 


35

















 


15.2.2    The insurance referred to in Paragraph 15.2.1
shall come into effect as follows:


 


(i)                for
Paragraph 15.2.1 (i) above, as of the day CUSTOMER, its contractors, sub
contractors, agents and/or suppliers begin the launch campaign and until its
end,


 


(ii)             for
Paragraph 15.2.1 (ii) above, as of Intentional
Ignition and shall be maintained for a period of the lesser of TWELVE (12)
months or so long as all or any part of the Launch Vehicle, and/or the
Satellite(s), and/or their components remain in orbit.


 


15.2.3              The insurance policy
shall be in the amount of:


 


(i)                Under
Paragraph 15.2.1 (i) above, SIXTY MILLION United States Dollars (US $60,000,000.),


 


(ii)              Under
Paragraph 15.2.1 (ii) above, ONE HUNDRED MILLION United States Dollars (US $100,000,000).


 


36

















 


ARTICLE 16 - OWNERSHIP OF DOCUMENTS AND
WRITTEN INFORMATION CONFIDENTIALITY/PUBLIC STATEMENTS


 


16.1            Title to all
documents, data, and written information furnished to CUSTOMER by ARIANESPACE
or its Associates during the performance of this Agreement shall remain
exclusively with ARIANESPACE.


 


16.2            Title to all
documents, data, and written information furnished to ARIANESPACE by CUSTOMER
or its Associates during the performance of this Agreement shall remain
exclusively with CUSTOMER or with said Associates as to their respective
documents, data, and written information.


 


16.3            Each Party shall use
the documents, data, and written information supplied to it by the other Party
or the other Party’s Associates solely for the performance of this Agreement
and any activities directly related thereto.


 


16.4            To the extent
necessary for the performance of this Agreement, each Party shall be entitled
to divulge to its own Associates the documents, data, and written information
received from the other Party or from the other Party’s Associates in
connection herewith, provided that such receiving person shall have first
agreed to be bound by the nondisclosure and use restrictions of this Agreement.


 


16.5            Subject to the
provisions of Paragraph 16.4, neither Party shall divulge any documents, data,
or written information that it receives from the other Party or the other
Party’s Associates, but shall protect all such documents and written information
that are marked with an appropriate and valid proprietary or confidentiality
legend from unauthorized disclosure except as provided herein, in the same
manner as the receiving Party protects its own confidential information;
provided, however, that each Party shall have the right to use and duplicate
such documents, data, and written information for any Party purpose subject to
the nondisclosure requirements and use restrictions provided herein.


 


If the information disclosed
by one Party to the other Party or by or to their respective Associates is
deemed confidential by the disclosing Party or Associate and is verbal, not
written, such verbal confidential information shall be identified prior to
disclosure as confidential and, after acceptance by and disclosure to the
receiving Party, shall be reduced to writing promptly, labeled confidential,
but in no event later than TWENTY (20) days thereafter, and delivered to the
receiving Party in accordance with this Paragraph.


 


16.6            The obligation of the
Parties to maintain the confidentiality of documents, data, and written
information shall not apply to documents, data, and written information that:


 


•                      are not properly
marked as confidential or proprietary;


 


•                      are in the public
domain;


 


•                      shall come into public
use, by publication or otherwise, and due to no fault of the receiving Party;


 


•                      the receiving Party
can demonstrate were legally in its possession at the time of receipt;


 


37

















 


•                      are rightfully
acquired by the receiving Party from Third Parties;


 


•                      are commonly disclosed
by ARIANESPACE or its Associates;


 


•                      are inherently
disclosed in any product or provision of any service marketed by ARIANESPACE or
its Associates;


 


•                      are independently
developed by the receiving Party;


 


•                      are approved for
release by written authorization of the disclosing Party; or


 


•                      are required, but only
to the extent necessary, to be disclosed pursuant to governmental or judicial
order, in which event the Party concerned shall notify the other Party of any
such requirement and the information required to be disclosed prior to such
disclosure.


 


16.7            The provisions of this
Article 16 shall survive the completion of performance of Services under
this Agreement and shall remain in full force and effect for a period of FIVE
(5) years after the term of this Agreement. However, each Party shall be
entitled to destroy documents, data, and written information received from the
other Party, or to return such documents, data, or written information to the
other Party, at any time after Launch.


 


16.8            This Agreement and
each part hereof shall be considered to be confidential by both Parties.
Except when disclosed to Associates, any disclosure of the same by one Party
shall require the prior written approval of the other Party, which approval
shall not be unreasonably withheld or delayed.


 


Each Party shall obtain the
prior written approval of the other Party only through such Party’s authorized
representative concerning the content and timing of news releases, articles,
brochures, advertisements, speeches, and other information releases concerning
the work performed or to be performed hereunder by either Party and/or its
Associates. Each Party agrees to give the other Party reasonable advance notice
for review of any material submitted to the other Party for approval under this
Paragraph.


 


16.9            Nothing contained
herein shall be deemed to prohibit either Party from disclosing this Agreement,
in whole or in part, or information relating thereto (i) as may be
required by the rules and regulations of a government agency with
jurisdiction over the disclosing Party or a stock exchange on which the
disclosing Party’s shares are then listed, (ii) as may be required by
a subpoena or other legal process (iii) in any action to enforce its
rights under this Agreement, (iv) to its lenders under appropriate
assurances of confidentiality for the benefit of the disclosing Party or
(v) to its auditors, attorneys and other professional advisors in the
ordinary course, provided that such auditors, attorney and advisors have
contractual or professional obligations to maintain the confidentiality of the
disclosed material. The disclosing Party shall use reasonable efforts to
disclose only such information as it believes in good faith it is legally
required to disclose pursuant to clauses (i) or (ii), above, and will
seek, to the extent reasonably available under applicable rules, to obtain
confidential treatment for any information either Party reasonably considers
trade secrets and that is required to be disclosed. For the purpose of herein
above items (i) through (v) , the disclosing Party shall provide the
other Party with a reasonable opportunity in advance of disclosure to request
redactions or deletions of specific terms and provisions of the Agreement and
shall accommodate those requests to the extent reasonably consistent with
applicable confidential treatment rules.


 


38

















 


ARTICLE 17
-                 PERMITS AND AUTHORIZATIONS -
GROUND STATIONS


 


17.1            The obligations of
ARIANESPACE are limited to the Services set forth in this Agreement. CUSTOMER
shall be obligated to obtain all required permits, authorizations, or notices
of non-opposition from all national or international, public or private authorities
having jurisdiction over the Satellites and the Satellite Mission.


 


17.2            CUSTOMER shall also be
obligated to obtain all required government permits and authorizations for
delivery of the Satellites and all equipment, devices and software to be provided
by CUSTOMER on the Launch Site in order to prepare the Satellite for launch,
from its country of origin to the Launch Site, and, the use of the Satellite’s
ground stations. ARIANESPACE shall make its reasonable efforts to
inform CUSTOMER of any specifically required government permits and
authorizations and shall assist CUSTOMER in obtaining such documentation.


 


17.3            ARIANESPACE agrees to
assist and support CUSTOMER and its Associates, at no expense, with any
administrative matters related to the importation to the Launch Site of the
Satellites and all equipment, devices and software to be provided by CUSTOMER
on the Launch Site in order to prepare the Satellites for launch, and their
storage and possible return, as well as to the entry, stay, and departure of
CUSTOMER and its Associates.


 


39

















 


ARTICLE 18
-                 TERMINATION BY CUSTOMER


 


18.1            CUSTOMER shall have
the right to terminate (“Termination for Convenience”) any particular Launch or
Services, in whole or in part, under this Agreement at any time, for any reason
whatsoever, prior to the Launch concerned. CUSTOMER’s right is not subject to
any condition, and shall cover termination situations for reasons of
convenience as well as those of delay or impossibility of performance in which
one of the Parties may find themselves. Notice of Termination for
Convenience shall be given by registered letter or prepaid international
courier service, with confirmation of receipt, and termination shall take
effect THIRTY (30) days from receipt of such letter by ARIANESPACE. In case of
such termination, ARIANESPACE shall immediately stop Services as directed in
the notice of termination and make its reasonable best efforts to mitigate
costs.


 


18.2            In case of Termination
for Convenience by CUSTOMER, ARIANESPACE shall be entitled for the Launch
Services terminated to the following termination fees, which shall be the sole
remedy available to ARIANESPACE for any and all impacts associated with such
termination.


 


The Parties agree that the
Termination Fees are liquidated damages which are intended to compensate
ARIANESPACE for its damages, which are difficult or impossible to estimate, and
that the Termination Fees are reasonable measures of ARIANESPACE’s damages.


 


18.2.1          Basic termination fees for the Firm Launches
depending of the date of termination as follows:


 


	
  Effective Date of Termination

  	
   

  	
  Termination
  Fees

  Percentage
  of Launch

  Services Price for each

  launch referred to in Sub-

  paragraph 8.1 (A) of Article 8

  of this Agreement

  
	
  On or before C-21

  	
   

  	
  [*]

  
	
  From C-21 to C-18

  	
   

  	
   

  
	
  From C-18 to C-15

  	
   

  	
   

  
	
  From C-15 to C-10

  	
   

  	
   

  
	
  From C-10 to C-7

  	
   

  	
   

  
	
  After C-7

  	
   

  	
   

  



 


Where:


 


For the Firm Launches, C
means the first day of the provisional Launch
Period for Firm Launch N° 1, 2, 3, and/or 4 as defined in Paragraphs
6.2.1(A)(ii) and 6.2.1.(B)(ii), whichever is applicable, as may be
adjusted by the aggregate duration of postponements requested by ARIANESPACE in
accordance with Paragraph 11.3 to the actual Launch Period, Launch Slot or
Launch Day as defined in accordance with Paragraphs 6.2, 6.3, 6.4 or 6.5. 


 


40

















 


18.2.2          Basic termination fees for the Optional Launches
depending of the date of termination as follows:


 


	
  Effective Date of Termination

  	
   

  	
  Termination Fees

  Percentage
  of Launch

  Services Price for each

  launch referred to in Sub-

  paragraph 8.1 (B) and 8.2 of

  Article 8 of this Agreement

  
	
  On or before C-21

  	
   

  	
  [*]

  
	
  From C-21 to C-18

  	
   

  	
   

  
	
  From C-18 to C-15

  	
   

  	
   

  
	
  From C-15 to C-10

  	
   

  	
   

  
	
  From C-10 to C-7

  	
   

  	
   

  
	
  After C-7

  	
   

  	
   

  



 


Where:


 


For the Optional Launches, C
means the first day of the provisional Launch
Period(s) as defined in Paragraph 6.2.2, whichever is applicable, as
may be adjusted by the aggregate duration of postponements requested by
ARIANESPACE in accordance with Paragraph 11.3 to the actual Launch Period,
Launch Slot or Launch Day as defined in accordance with Paragraphs 6.2, 6.3,
6.4 or 6.5.


 


18.2.3          Plus (i) any other amount(s) due including,
without limitation, late payment interest under the Agreement at the effective
date of termination, (ii) any and all interest accrued pursuant to
Pre-Launch Financing under the sub-paragraph 10.6 of Article 10 of this
Agreement and (iii) the price of those Associated Services provided, at
CUSTOMER’s cost, which have actually been performed as of the date of
termination.


 


18.2.4          Termination fees are due by CUSTOMER to
ARIANESPACE as of the effective date of termination and payable within THIRTY
(30) days of receipt by CUSTOMER of the corresponding invoice from ARIANESPACE.
Any sums paid by CUSTOMER (to the exclusion of interest for late payment) prior
to the effective date of termination of the launch concerned shall be credited
to the above termination fees amount. Any amount paid by CUSTOMER in excess of
said termination fees shall be refunded by ARIANESPACE to CUSTOMER.


 


18.3            In the event that the
aggregate of all postponements requested by ARIANESPACE under Sub-paragraph
11.3.1.1 of Article 11 of this Agreement should result in ARIANESPACE
delaying any one CUSTOMER’s Launch Services under this Agreement by more than
TWELVE (12) months, CUSTOMER shall have the right, upon THIRTY (30) days prior
written notice to ARIANESPACE to terminate (“Termination for Cause”) the Launch
Services concerned.


 


In such a case, ARIANESPACE
shall promptly refund to CUSTOMER all payments made by CUSTOMER for said Launch
Services and such right of refund shall be the CUSTOMER’s sole and exclusive
remedy on account of such termination. In such an event, CUSTOMER shall be
liable only for the payment of Associated Services performed, at CUSTOMER’s
cost, prior to the date of termination.


 


However, postponements
resulting from (i) events of Force Majeure; and/or (ii) any
replacement launch performed or to be performed by ARIANESPACE; and/or
(iii) any


 


41

















 


damage caused by CUSTOMER
and/or its Associates to the property of ARIANESPACE and/or the property of its
Associates; and/or (iv) any bodily injury (including death) caused by
CUSTOMER and/or its Associates to ARIANESPACE and/or its Associates shall not
be taken into account for the computation of the above mentioned TWELVE (12)
month period.


 


42

















 


ARTICLE 19
-                 TERMINATION BY ARIANESPACE


 


19.1            In the event that CUSTOMER
fails to comply with its payment obligations pursuant to the payment
schedule and other payment dates set forth in this Agreement for the
Launch Services under this Agreement, and does not pay within SEVEN
(7) days after the date of receipt of a written notice to that effect
issued after expiry of the total SIXTY (60) days late payment period referred
to in Paragraph 10.4 of Article 10, ARIANESPACE shall be entitled to
terminate the Launch Services or the Launch Service Agreement by registered letter
or prepaid international courier service, with confirmation of receipt.


 


19.2            In the event of
termination by ARIANESPACE pursuant to the provisions of this Article 19,
the Termination Fees set forth in Paragraph 18.2 of Article 18 of this
Agreement shall apply. Any sums paid by CUSTOMER (to the exclusion of interest
for late payment) prior to the effective date of termination of the launch
concerned shall be credited to the above referred termination fees amount. Any
amount paid by CUSTOMER in excess of said termination fees shall be refunded by
ARIANESPACE to CUSTOMER. 


 


43

















 


ARTICLE 20
-                 APPLICABLE LAW


 


This Agreement shall govern the relationship between
the Parties as to the subject of this Agreement. To the extent the Parties have
failed to address any question arising hereunder, or in the event of the need
for any interpretation of any term of this Agreement, the laws of France shall
be applied, unless the resulting interpretation is contrary to the explicit
terms or the underlying common intentions of the Parties.


 


44

















 


ARTICLE 21
-                 ARBITRATION


 


In the event of any dispute arising out of or relating
to this Agreement, the Parties shall use their best efforts to reach an
amicable settlement within THIRTY (30) days of one Party notifying the other of
a dispute. If an amicable settlement cannot be achieved, the dispute shall be
referred to the Chief Executive Officer of ARIANESPACE and of CUSTOMER, who
will use their best efforts to reach a settlement within THIRTY (30) days.
Should an amicable settlement fail to be resolved within SIXTY (60) days of one
Party notifying the other of a dispute, the dispute shall be finally settled
under the Rules of Arbitration of the International Chamber of Commerce
(“I.C.C.”) in Geneva by ONE (1) arbitrator appointed in accordance with
the then existing rules of the I.C.C.. The arbitration shall be conducted
in the English language. The award of the arbitrator shall be final, conclusive
and binding, and the execution thereof may be entered in any court having
jurisdiction.


 


45

















 


ARTICLE 22
-                 COMPLIANCE WITH U.S. LAWS AND
DIRECTIVES


 


22.1            General


 


Each Party shall, at its
expense, perform its obligations hereunder in accordance with all
applicable laws, regulations, and policies of the United States and the
conditions of all applicable United States Government approvals, permits, or
licenses.


 


22.2            Compliance with U.S.
Export Control Laws


 


ARIANESPACE shall, at its
expense, perform the Services in accordance with all applicable export
control laws, regulations, and policies of the United States and the conditions
of all applicable United States Government approvals, permits, and licenses.


 


Any obligation of ARIANESPACE
hereunder to perform the Services, including deliverable data, other
technical information, technical/defense services, or any access to ARIANESPACE
or its subcontractor facilities shall be subject to applicable U.S. Government
export control and security laws, regulations, policies and license conditions.
The Parties shall work cooperatively and in good faith to implement this
Agreement in compliance with such laws, regulations, policies and license
conditions, including without limitation, U.S. Government-approved export
agreement(s). ARIANESPACE shall promptly notify CUSTOMER of any occurrence or
change in circumstances of which it becomes aware that is relevant to or
affects such export licenses, agreements and approvals.


 


In particular Technical
Assistance Agreement (DTC Case TA [*], and all subsequent amendments), as
approved by the U.S. Department of State shall have over-riding authority in
the implementation of this Agreement.


 


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ARTICLE 23
-                 MISCELLANEOUS


 


23.1            Working language


 


All communications between
the Parties and between CUSTOMER and its Associates on the Launch Site, and
between ARIANESPACE and its Associates on the Launch Site with CUSTOMER’s
personnel and that of its Associates, shall be made in English.


 


ALL COMMUNICATIONS BETWEEN
THE ARIANESPACE AND THE CUSTOMER SHALL BE IN ENGLISH. This includes all
contractual exchanges, program documentation released to the Customer,
technical interchange meetings, contractual program reviews, meeting minutes,
action items and responses, etc. As required, Arianespace shall provide English
translation services.


 


All written communications to
the Customer which involve the Russian partner(s), shall be written in English.
Notwithstanding, the final released versions of the Mission Analysis Reports
will be in dual English and Russian format.


 


For all meetings with the
Customer which involve the participation of the Russian partner(s), Arianespace
shall provide English translation services.


 


English shall be the working
language from the effective date of contract through completion of the final
launch service.


 


23.2            Notices


 


Unless expressly provided
otherwise under this Agreement, all communications and notices to be given by
one Party to the other in connection with this Agreement shall be in writing
and in the language of this Agreement and shall be sent by registered mail or
electronic mail or by pre-paid international courier service, with confirmation
of receipt, to the following addresses (or to such address as a Party
may designate by written notice to the other Party):


 


	
  ARIANESPACE

  	
   

  	
  CUSTOMER

  
	
   

  	
   

  	
   

  
	
  Boulevard
  de l’Europe – BP 177

  	
   

  	
  Globalstar, Inc.  

  
	
  91006
  EVRY- COURCOURONNES  

  	
   

  	
  461 South Milpitas Blvd.

  
	
  Cedex
  - FRANCE

  	
   

  	
  Milpitas,
  CA 95035 U.S.A. 

  
	
   

  	
   

  	
   

  
	
  Attention:  [*]

  	
   

  	
  Attention: [*]

  
	
  Telephone: [*]

  	
   

  	
  Telephone:
  [*]

  
	
  E-mail [*]

  	
   

  	
  E-mail:
  [*]

  



 


23.3            Waiver


 


Waiver on the part of
either ARIANESPACE or CUSTOMER of any term, provision, or condition of this
Agreement shall only be valid if made in writing and accepted by the other
Party. Said acceptance shall not obligate the Party in question to waive its
rights in connection with any other previous or subsequent breaches of this
Agreement.


 


23.4            Headings


 


The headings and sub-headings
used in this Agreement are provided solely for convenience of reference, and
shall not prevail over the content of the Articles of this Agreement.


 


47

















 


23.5            Assignment


 


Neither Party shall be
entitled to assign its rights and obligations under this Agreement, in whole or
in part, without the prior written consent of the other Party. Such consent
may not be unreasonably withheld or withdrawn.


 


Notwithstanding the
foregoing, either Party shall have the right to assign, in whole and not in
part, its rights, title and interest on and to this Agreement to a wholly-owned
subsidiary, or to a qualified successor in case of merger, consolidation or
reorganization or transfer of all of its assets without the other Party’s prior
consent,(i) provided such successor shall not be a competitor to or
comprise among its significant shareholders a competitor to the other Party
(ii) and provided that (a) it can be demonstrated to the reasonable
satisfaction of the other party that such assignee has the financial capacity
and willingness to meet all contractual obligations to the other Party and
(b) the assignee has expressly assumed all the obligations of said Party
and all terms and conditions applicable to said Party under this Agreement.


 


Notwithstanding the above,
CUSTOMER shall not be permitted, without Arianespace’s consent, to assign its
rights, title, interests or obligations under this Agreement with respect to
Optional Launches to any other entity than whom the entire Agreement is
assigned.


 


23.6            Entire Agreement and
Modifications


 


This Agreement constitutes
the entire understanding between the Parties, and supersedes all prior and
contemporaneous discussions between the Parties with respect to the subject
matter of this Agreement. Neither Party shall be bound by the conditions,
warranties, definitions, statements, or documents previous to the execution of
this Agreement, unless this Agreement makes express reference thereto. Any
actions subsequent to the execution of this Agreement undertaken pursuant to an
agreement shall be in writing and signed by duly authorized representatives of
each of the Parties, which agreement shall expressly state that it is an
amendment to this Agreement.


 


23.7            Registration of
CUSTOMER’s Satellites


 


CUSTOMER shall be responsible
to ensure that the Satellites are properly registered by a state of registry in
accordance with the Convention on Registration of Objects Launched into Outer
Space of 1974.


 


ARTICLE 24
-                 EFFECTIVE DATE


 


This Agreement shall take effect upon signature by the
TWO (2) Parties.


 


Executed in Paris, in TWO (2) originals


 


48

















 


	
  ARIANESPACE

  	
   

  	
  CUSTOMER

  
	
   

  	
   

  	
   

  
	
  Name: Jean-Yves LE GALL

  	
   

  	
  Name: James MONROE III

  
	
   

  	
   

  	
   

  
	
  Title: Chairman and Chief Executive Officer

  	
   

  	
  Title: Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Date:
  September 5, 2007

  	
   

  	
  Date:
  September 5, 2007

  
	
   

  	
   

  	
   

  
	
  Signature

  	
  /s/ Jean-Yves LE GALL

  	
   

  	
   

  	
  Signature

  	
  /s/ James MONROE III

  	
   

  
							



 


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