AMENDMENT N° 13


 


 


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    Iridium / Thales Alenia Space
Confidential & Proprietary


 






    	 



    	 



    
 


 


PREAMBLE


 


This Amendment N° 13 (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 25th day of October,
2012 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 engaged in discussions relating to changes the Parties would like to incorporate in the Contract to modify certain Milestones;


 


WHEREAS, the Parties now desire
to amend the Contract in accordance with the terms and conditions as specified herein.


 


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 definitions.


 


“[***]”
means the [***].


 


“[***]” means an
[***].


 


“[***]” means an
[***].


 


“[***]”
means the [***].


 


“[***]”
means the [***].


 


“[***]” means the
[***].


 


“[***]” means an
[***].


 


“[***]”
means the [***].


 


“[***]”
means the [***].


 


“[***]”
means the [***].


 


“[***]”
or “[***]” means the [***].


 


“[***]” means the
[***].


 


*** 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    Iridium / Thales Alenia Space
Confidential & Proprietary


 






    	1



    	 



    
 


“[***]” means the
[***].”


 


“[***]”
means the [***].


 


“[***]”
means the [***].


 


 


Article 3:    Milestones
[***] and [***] set forth in Exhibit D (Payment Plan) of the Contract are hereby deleted and replaced in their entirety with the
following:


 


	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]
	[***]	[***]	[***]	[***]	[***]


 


 


Article 4:    The closure
criteria for the Milestones set forth in Article 2 above shall be as follows:


 


		a.	Milestone [***] – (1) All success criteria applicable to Milestone [***], as set forth in
the SOW, have been met; (2) All action items [***] are closed; (3) [***] or more [***] have been built and tested [***]; (4) [***]
qualification has been completed; and (5) [***] is complete [***].



 


		b.	Milestone [***] – (1) [***] is complete [***]; and (2) [***] design is updated based on [***].



 


		c.	Milestone [***] – (1) All success criteria applicable to Milestone [***], as set forth in
the SOW, with the exception of [***], have been met; and (2) All action items [***] are closed.



 


		d.	Milestone [***] – (1) All [***] requirements are complete [***] and implemented in design
documentation; and (2) All [***] are closed.



 


		e.	Milestone [***] – (1) All success criteria applicable to Milestone [***], as set forth in
the SOW, with the exception of [***], have been met; and (2) All action items [***] are closed.



 


		f.	Milestone [***] – (1) [***] validate [***] and verify compliance
with [***] requirements; (2) [***] is successfully [***] with [***]; (3) All changes [***] are included in the baseline design
and all [***] requirements are complete and mapped from the [***] to the [***], and implemented in design documentation; and (4)
All [***] are closed.



 


*** 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    Iridium / Thales Alenia Space
Confidential & Proprietary


 




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Article 5:As consideration
for Purchaser’s agreement to make the Milestone adjustments set forth herein, Contractor agrees to:


 


		a.	include [***] and [***] in [***] and in [***];



 


		b.	accept additional criteria [***] on [***];



 


		c.	confirm that the [***] will be implemented [***];



 


		d.	perform and deliver the [***] study, as set forth in [***], to Iridium [***]; and



 


		e.	incorporate the [***], including [***], and [***] into [***], at a cost to Iridium that shall not
exceed [***] US Dollars (US$[***]); such agreed to amount to be deducted from the Adjustment, leaving a remaining Adjustment balances
of [***] U.S. Dollars (US$[***]). Purchaser and Contractor shall work together in good faith to determine if the overall cost of
the change can feasibly be further reduced by reducing the scope to [***], and if so, then [***].



 


Article 6:The effective date of this Amendment shall
be the date when all of the following conditions have been fulfilled (with respect to (B) below, as confirmed in writing by Purchaser
to Contractor promptly upon occurrence):


 


		(A)	Signature of the Amendment by both Parties; and



 


(B)Notification
of Contractor by Purchaser that Purchaser has [***].


 


 


Article 7: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 8: 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	 
	Executive Vice President, 
	 	 	Senior Vice President,	 
	Satellite Development & Operations	 	 	System &
Payload – Telecom	 





 


*** 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    Iridium / Thales Alenia Space Confidential
& Proprietary











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