AMENDMENT
N° 19


 


TO THE


 


FULL SCALE
SYSTEM DEVELOPMENT CONTRACT


 


No. IS-10-021


 


Between


 


Iridium
Satellite LLC


 


And


 


THALES
ALENIA SPACE FRANCE


 


for the


 


IRIDIUM
NEXT SYSTEM


 


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


 




    	 



    	 



    

 


PREAMBLE


 


This Amendment N° 19 (the “Amendment”)
to the Full Scale System Development Contract No. IS-10-021 signed on June 1, 2010 between Iridium Satellite LLC and Thales Alenia
Space France for the Iridium NEXT System, as amended, (the “Contract”) is entered into on this 29th
day of October, 2013 (“Effective Date”) by and between Thales Alenia Space France, a company organized and existing
under the laws of France, having its registered office at 26 avenue Jean François Champollion 31100 Toulouse – FRANCE
(“Contractor”), and Iridium Satellite LLC, a limited liability company organized under the laws of Delaware, having
an office at 1750 Tysons Boulevard, Suite 1400, McLean, VA 22102 - USA (“Purchaser”).


 


RECITALS


 


WHEREAS, Purchaser and Contractor
have agreed to implement [***] into the [***] as forth in the: (i) [***]; (ii) [***]; (iii) [***]; and (iv) [***];


 


WHEREAS, Purchaser has agreed to
purchase the [***] as set forth in: (i) [***]; and (ii) [***].


 


WHEREAS, Purchaser issued a letter,
dated September 30, 2013, authorizing Contractor to proceed with the work necessary to implement [***], which is superseded by
this Amendment; and


 


WHEREAS, the Parties have reached
agreement on total price, milestone payment schedule and [***] for the implementation of [***].


 


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


 


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


 


Article 2:   Article
1 of the Contract is hereby revised to add the following definition.


 


“[***]”
means [***].


 


Article 3:   The Base
Contract Price set forth in Article 4.1 of the Contract is hereby increased by the amount of [***] U.S. Dollars (US$[***]) to a
new Base Contract Price of no more than [***] U.S. Dollars (US$[***]).


 


Article 4:   The
Parties agree to amend the [***] to add the following [***].


 


[***]


 


Article 5:   Article
10.4.1 is hereby modified by: (i) deleting the words “[***] meet” immediately before the text “the applicable
requirements” in the first sentence; (ii) inserting the words “have been met by Contractor” at the end of the
first sentence; and (iii) deleting the words “[***]” immediately before the text “[***]” in the second
sentence.


 


Article 6:   The
first sentence of Article 10.4.2 is hereby revised by (i) deleting the words “[***]” immediate before the text “[***]”
in the first sentence and inserting the words “[***]” in place thereof; and (ii) inserting the word “to”
immediately before the text “meet the applicable requirements”.


 






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




 




    	 



    	 



    

 


Article 7:    Article
14.3.1 of the Contract is hereby revised by the addition of the following sentence directly at the end of Article 14.3.1.


 


“Notwithstanding the foregoing,
Contractor’s obligation to resolve Satellite Defects or Anomalies set forth in this Article 14.3.1 shall [***] after completion
of the last Satellite On-Orbit Satellite Acceptance of the final Satellite Batch.”


 


Article 8:   The
Parties agree to issue a Change Control Request to the SOW and SPS to reflect the requirements set forth in the Applicable Documents,
as deemed applicable.


 


Article 9:   The
Payment Plan set forth in Exhibit D is hereby revised by the addition of the following Milestone payments.


 


[***]


 


Article 10:   Exhibit
G, Intellectual Property, to the Contract is here by revised by addition of the Applicable CDRLs as set forth below to the table
entitled “Intellectual Property Rights”.


 


[***]


 


Article 11:   The
following tests will be suppressed from the scope of the FSA and added to the success criteria of Milestone [***] for [***].


 


		·	[***]; and






		·	[***] 



 


Article 12: Milestone 142
set forth in the payment plan is hereby deleted and replaced in its entirety with the following:


 


[***]


 


Article 13:   Purchaser
and Contractor agree that payment of the Final System Acceptance Milestone amount shall not be due until [***]. The payment shall
be subject to the Interest Rate, starting on [***] until such payment is made.


 


Article 14:   This
Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same agreement.


 


Article 15:   All
other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.


 


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


 


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



 





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