AMENDMENT N° 14


 


 


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° 14 (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 8th day of November,
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, the Parties have agreed
to incorporate [***] and [***] (“[***]”) into the [***] according to the requirements set forth in [***] dated [***]
and [***]; and


 


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[***], authorizing Contractor to proceed with work necessary to incorporate [***] and [***] into the [***], which is superseded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


 


WHEREAS, the Parties have reached
agreement on the total price for incorporation of [***] and [***] into the [***].


 


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:  The cost to
implement [***],[***] U.S. Dollars (US$[***]), shall be accounted for as follows:


 


(i)   
[***] U.S. Dollars (US$[***]) of this total amount shall be deducted from the Adjustment, leaving no remaining Adjustment balance;
and


  


(ii)  
the Base Contract Price set forth in Article 4.1 of the Contract is hereby increased by [***] U.S. Dollars (US$[***]) to a new
Base Contract Price of not more than [***] U.S. Dollars (US$[***]).


 


Article 3:All Contract
Milestones, except for those listed below and contained in Article 4 herein, will not contain [***].


 


·        
[***]


 


 


*** 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 4:Exhibit D of
the Contract is hereby revised to add the following separate milestone payment schedule applicable to the implementation of [***].


 


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


 


Article 5:Table 10-1
set forth in Section 10 of the SOW is hereby revised by the addition of the following [***] items.


 


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


 


Article 6:Section 11
of Exhibit B is hereby revised to add the following separate [***]-related milestones and milestone reviews.


 


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


 


 


Article
7:Appendix A of the SOW is hereby revised by the addition of the following Deliverable
Data applicable to the implementation of [***].


 


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


[***]


 


*** 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     CopyIridium / Thales Alenia Space
Confidential & Proprietary


 






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Article 8: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 9: 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     CopyIridium / Thales Alenia Space
Confidential & Proprietary


 






    	3