Amendment to the Iridium Global Value Added Reseller Agreement



 Exhibit 10.1.17 
 THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION: [***]. 
 IRIDIUM 

 

			
		  	 Iridium Satellite LLC
 6701
Democracy Blvd., Suite 500
 Bethesda, Maryland 20817
 USA

	 23 December, 2005
	  	 T: +1-301-571-6200
 F:
+1-301-571-6250


 Bill Peltola 

Vice President 
 Aircell, Inc. 

1172 Century Drive 
 Building B, Suite 280

 Louisville, CO 80027 
 TOPIC:
RUDICS Airtime Pricing [***] 
 Iridium has experienced phenomenal growth over the past few years. When we launched the business in
2001, we focused on our core strengths at the time: low-cost satellite voice services and equipment. Shortly thereafter, and in response to market demand, our focus broadened to include satellite data communications. Now, with the emergence of new
technologies such as Bluetooth and Wi-Fi, Iridium has also expanded its reach into other applications and markets through our partnerships with value added developers, resellers and manufacturers. As Iridium’s data offerings enable specialized
embedded applications, we are positioning ourselves as a strong competitor in the market for satellite data services. [***] 
 Iridium’s
equipment pricing provides users with a low-cost option for satellite data communications. [***]. 
 If you have any questions please contact
your Channel Manager or Global Alliance Manager. 
  

	
	 Sincerely,

	
	 /s/ Greg Ewert

	 Greg Ewert

	 EVP, Sales, Marketing & Business Development



  
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 IRIDIUM GLOBAL VALUE ADDED RESELLER AGREEMENT AMENDMENT 

Acknowledgement of Receipt 
 This Amendment to the Iridium Global Value Added Reseller Agreement (“VAR Agreement”) between Iridium Satellite LLC, and AirCell Inc. (hereinafter the “Agreement”) is dated
December 23, 2005. Except as expressly amended hereby, the terms and provisions of the VAR Agreement shall continue in full force and effect. 
 Exhibit C of the VAR Agreement is hereby amended and replaced with Attachment A to this Agreement. 

Acknowledgement of Receipt: 
 AirCell Inc.

  

			
	 Signature:
	 	
	
	 /s/ Bill Peltola

	 Print Name:
	 	Bill Peltola

 Date: 1/4/06 
 Please return this completed acknowledgement to: 
 Iridium Satellite LLC 

Attn: David Wigglesworth 
 6701 Democracy Blvd,
Suite 500 
 Bethesda, MD 20817 
 USA

 Phone +1-301-571-6200 

  
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 Attachment A 
 Exhibit C Section 2 
 (Global Value Added Reseller Agreement)

 IRIDIUM SERVICES RATES — CIRCUIT
SWITCHED DATA USING RUDICS 
 This annex sets forth current Iridium wholesale data service
rates for calls originated or terminated using RUDICS (all prices in US$). 
  

	1.	CHARGES FOR SATELLITE CALLS VIA RUDICS BILLED IN 20
SECOND INCREMENTS 

 The table below details call rates for data calls via the
Iridium satellite network terminated or originated using RUDICS. Prices are in US$ and are shown on a per minute basis. There are charges to the Iridium subscriber for both Mobile Originated and Mobile Terminated calls. 

[***] 
  

	2.	RUDICS Fees 

 3. The table below
details one-time, recurring and per occurrence fees applicable for integrating with the Iridium RUDICS capability and for continuing monthly service. Prices are in US$. 
 [***] 
  

	4.	VALUE ADDED SERVICES INCLUDED IN SIM CARD SUBSCRIPTION
MONTHLY FEE 

 [***] 

 

	5.	ACTIVATION CHARGES 

 [***] 
  

	6.	TAXATION 


Prices do not include any taxes. Taxes, if applicable, will be itemised and included separately. 

 

	7.	DEFINITIONS 

  

			
	IDM	  	Iridium Data Module
		
	IDM-RUDICS	  	Call-type: An IDM originates a data call via the Iridium satellite network terminating via the RUDICS capability.
		
	RUDICS-IDM	  	Call-type: A call originated from RUDICS terminating at an IDM via the Iridium satellite network.
		
	Iridium Satellite	  	Iridium Satellite Service gives the customer access to the Iridium satellite network
		
	MSISDN	  	Mobile Subscriber Integrated Services Digital Network number (the Iridium phone number assigned to a subscriber)
		
	MO	  	Mobile Originated
		
	MT	  	Mobile Terminated
		
	RUDICS	  	Router based Unrestricted Digital Interworking Connectivity Solution. [RUDICS allows digital data connections via the Iridium Gateway without using the PSTN.]
		
	SIM	  	Subscriber Identity Module


  
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