<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1997
REGISTRATION NO. 333-23419
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
IRIDIUM WORLD COMMUNICATIONS LTD.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
BERMUDA 4812 [APPLIED FOR]
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
</TABLE>
---------------------
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM 11, BERMUDA
(441) 295-5950
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------------
F. THOMAS TUTTLE, ESQ.
IRIDIUM WORLD COMMUNICATIONS LTD., 1401 H STREET, N.W., WASHINGTON, D.C. 20005
(202) 326-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
with copies to:
<TABLE>
<S> <C>
JOHN P. MEAD, ESQ. TIMOTHY E. PETERSON, ESQ.
SULLIVAN & CROMWELL FRIED, FRANK, HARRIS,
125 BROAD STREET SHRIVER & JACOBSON
NEW YORK, NEW YORK 10004 ONE NEW YORK PLAZA
(212) 558-4000 NEW YORK, NEW YORK 10004
(212) 859-8000
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Amendment No. 1 is being filed to provide additional exhibits required
by Item 16. All information previously filed, including the Prospectus and
exhibits included pursuant to Item 16, are incorporated herein by reference.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION(S)
The following are the estimated expenses in connection with the
distribution of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........................ $73,182
NASD Filing Fee............................................................ 24,650
Printing and Engraving Expenses............................................ *
Accounting Fees and Expenses............................................... *
Attorneys' Fees and Expenses............................................... *
Transfer Agent's and Registrar's Fees...................................... *
Blue Sky Fees and Expenses (including attorneys' fees)..................... *
NASDAQ Listing Fees........................................................ 50,000
Miscellaneous.............................................................. *
-------
Total............................................................ $
=======
</TABLE>
- ---------------
* To be supplied by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bermuda law permits a company to indemnify its directors and officers,
except for any act of dishonesty. The Company has provided in its Bye-Laws that
the directors and officers of the Company will be indemnified and secured
harmless to the full extent permitted by law out of the assets of the Company
from and against all actions, costs, charges, losses, damages and expenses
incurred by reason of any act done, concurred in or omitted in or about the
execution of their duties or supposed duties, other than in the case of any
fraud or dishonesty. In addition, the Company has provided in its Bye-Laws that
each shareholder of the Company agrees to waive any claim or right of action,
individually or in the right of the Company, against any director or officer of
the Company on account of any action taken by such director or officer, or the
failure of such director or officer to take any action, in the performance of
his duties with or for the Company, other than with respect to any matter
involving any fraud or dishonesty on behalf of such director or officer.
Bermuda law also permits the Company to purchase insurance for the benefit
of its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their powers and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust.
In the 1997 Share Issuance Agreement, Iridium has agreed to indemnify the
Company and each of its officers, directors and employees against any loss,
claims, damages or liabilities to which the Company or such officers, directors
or employees may become subject except to the extent that any such loss, damage
or liability arises out of or is based upon an intentional act or omission of an
indemnified party which was contrary to any written instruction or request of
Iridium or which amounted to a willful misconduct on the part of any officer,
director, employee or agent of the Company who is not also a full time employee
of Iridium.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
None.
II-1
<PAGE> 4
ITEM 16. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- -------------------- --------------------------------------------------------------------------
<C> <S> <C>
1.1 -- Form of U.S. Underwriting Agreement.***
1.2 -- Form of International Underwriting Agreement.***
3.1 -- Memorandum of Association of Iridium World Communications
Ltd.**
3.2 -- Bye-Laws of Iridium World Communications Ltd.**
4.1 -- Form of Class A Common Stock Certificate.***
5.1 -- Opinion of Conyers Dill & Pearman.***
10.1 -- Limited Liability Company Agreement of Iridium LLC, dated as
of July 29, 1996, as amended.**
10.2 -- Interest Exchange Agreement, among the Company, Iridium LLC
and the holders from time to time of Class 1 Membership
Interests of Iridium LLC.***
10.3 -- Management Services Agreement between the Company and
Iridium LLC.***
10.4 -- 1997 Subscription Agreement between the Company and Iridium
LLC.***
10.5 -- Iridium Option Plan.***
10.6 -- Space System Contract between Iridium LLC and Motorola, Inc.
effective July 29, 1993, as amended and conformed on January
14, 1997.+
10.7 -- Communications System Operations & Maintenance Contract
between Iridium LLC and Motorola, Inc. effective July 29,
1993, as amended and conformed on January 14, 1997.+
10.8 -- Terrestrial Network Development Contract between Iridium LLC
and Motorola, Inc. effective January 1, 1993, as amended and
conformed on January 14, 1997.+
10.9 -- Support Agreement between Iridium and Motorola.*
10.10 -- Agreement, dated between Anderson Consulting, LLP
and Iridium relating to the development of business support
systems.***
10.11 -- 14 1/2% Senior Subordinated Discount Notes Due 2006 of
Iridium (contained in Exhibit 10.1).**
10.12 -- Form of Warrant issued in respect of 14 1/2% Senior
Subordinated Discount Notes (contained in Exhibit 10.1).**
10.13 -- Warrant to purchase Series M Class 2 Interests dated July
29, 1993, as amended (contained in Exhibit 10.1).**
10.14 -- Form of Gateway Authorization Agreement.*
10.15 -- Guaranteed Bank Facility.*
10.16 -- Motorola Agreement regarding Guarantee.*
10.17 -- Share Issuance Agreement between the Company and Iridium
LLC.***
11.1 -- Statement re Computation of Per Share Earnings**
23.1 -- Consent of KPMG Peat Marwick LLP.*
23.2 -- Consent of Conyers Dill & Pearman (contained in Exhibit
5.1).***
24.1 -- Power of Attorney.***
27.1 -- Financial Data Schedule**
</TABLE>
- ---------------
* Filed herewith.
** Previously filed.
*** To be filed by Amendment.
+ Confidential treatment requested.
II-2
<PAGE> 5
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the Underwriting Agreements, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Washington, D.C., on April 18, 1997.
IRIDIUM WORLD COMMUNICATIONS LTD.
By: /s/ EDWARD F. STAIANO
------------------------------------
Name: Edward F. Staiano
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------------------------- ---------------------------- ------------------
<C> <S> <C>
/s/ EDWARD F. STAIANO Chief Executive Officer and April 15, 1997
- --------------------------------------------- Director
Edward F. Staiano
/s/ ROY GRANT Chief Financial Officer and April 18, 1997
- --------------------------------------------- Chief Accounting Officer
Roy Grant
/s/ JOHN F. MITCHELL Chairman and Director April 17, 1997
- ---------------------------------------------
John F. Mitchell
/s/ ALBERTO FINOL Deputy Chairman and Director April 16, 1997
- ---------------------------------------------
Alberto Finol
Director
- ---------------------------------------------
Ulf Bohla
/s/ EDWARD GAMS Director April 18, 1997
- ---------------------------------------------
Edward Gams
/s/ ROBERT W. KINZIE Director April 18, 1997
- ---------------------------------------------
Robert W. Kinzie
/s/ YOSHIHARU YASUDA Director April 16, 1997
- ---------------------------------------------
Yoshiharu Yasuda
/s/ ROY GRANT Authorized Representative in April 18, 1997
- --------------------------------------------- the United States
Roy Grant
</TABLE>
II-4
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- ---------- -----------------------------------------------------------------------------------
<C> <S> <C>
1.1 -- Form of U.S. Underwriting Agreement.***
1.2 -- Form of International Underwriting Agreement.***
3.1 -- Memorandum of Association of Iridium World Communications Ltd.**
3.2 -- Bye-Laws of Iridium World Communications Ltd.**
4.1 -- Form of Class A Common Stock Certificate.***
5.1 -- Opinion of Conyers Dill & Pearman. ***
10.1 -- Limited Liability Company Agreement of Iridium LLC, dated as of July
29, 1996, as amended.**
10.2 -- Interest Exchange Agreement, among the Company, Iridium LLC and the
holders from time to time of Class 1 Membership Interests of Iridium
LLC.***
10.3 -- Management Services Agreement between the Company and Iridium LLC.***
10.4 -- 1997 Subscription Agreement between the Company and Iridium LLC.***
10.5 -- Iridium Option Plan.***
10.6 -- Space System Contract between Iridium LLC and Motorola, Inc.
effective July 29, 1993, as amended and conformed on January 14,
1997.+
10.7 -- Communications System Operations & Maintenance Contract between
Iridium LLC and Motorola, Inc. effective July 29, 1993, as amended
and conformed on January 14, 1997.+
10.8 -- Terrestrial Network Development Contract between Iridium LLC and
Motorola, Inc. effective January 1, 1993, as amended and conformed on
January 14, 1997.+
10.9 -- Support Agreement between Iridium and Motorola.*
10.10 -- Agreement, dated between Anderson Consulting, LLP and
Iridium relating to the development of business support systems.***
10.11 -- 14 1/2% Senior Subordinated Discount Notes Due 2006 of Iridium
(contained in Exhibit 10.1).**
10.12 -- Form of Warrant issued in respect of 14 1/2% Senior Subordinated
Discount Notes (contained in Exhibit 10.1).**
10.13 -- Warrant to purchase Series M Class 2 Interests dated July 29, 1993,
as amended (contained in Exhibit 10.1).**
10.14 -- Form of Gateway Authorization Agreement.*
10.15 -- Guaranteed Bank Facility.*
10.16 -- Motorola Agreement regarding Guarantee.*
10.17 -- Share Issuance Agreement between the Company and Iridium LLC.***
11.1 -- Statement re Computation of Per Share Earnings.**
23.1 -- Consent of KPMG Peat Marwick LLP.*
23.2 -- Consent of Conyers Dill & Pearman (contained in Exhibit 5.1).***
24.1 -- Power of Attorney.***
27.1 -- Financial Data Schedule**
</TABLE>
- ---------------
* Filed herewith.
** Previously filed.
*** To be filed by Amendment.
+ Confidential treatment requested.
<PAGE> 1
EXHIBIT 10.6
IRIDIUM(R)
SPACE SYSTEM
CONTRACT
Between
IRIDIUM LLC
and
MOTOROLA
CONTRACT EFFECTIVE DATE: JULY 29, 1993
(CONFORMED 01/14/97 TO INCLUDE AMENDMENTS 1, 2, 3, 4, 5 AND 6
REQUESTS FOR CHANGE RFC-001, RFC-002 AND RFC-004)
- ---------------
IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE MARK OF IRIDIUM LLC.
<PAGE> 2
IRIDIUM Space System Contract
TABLE OF CONTENTS
<TABLE>
<CAPTION>
TITLE PAGE
- ----- ----
<S> <C> <C>
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2. DESCRIPTION OF WORK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 3. MILESTONE PERFORMANCE SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 4. PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 5. PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 6. GATEWAY DELIVERY COMMITMENT . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 7. OPERATION OF SYSTEM CONTROL SEGMENT FACILITIES . . . . . . . . . . . . . . . . 10
ARTICLE 8. ACCEPTANCE CRITERIA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 9. TITLE TRANSFER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 10. CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 11. EXCUSABLE DELAYS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 12. BUYER'S ACCESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 13. PROGRESS MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 14. INTELLECTUAL PROPERTY RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 15. PATENT INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE 16. WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 17. TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE 18. PERMITS AND LICENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE 19. CROSS WAIVER OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE 20. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE 21. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE 22. EXPORT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 23. DEFAULT BY SELLER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 24. DEFAULT BY BUYER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE 25. TERMINATION FOR CONVENIENCE. . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 26. LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
ARTICLE 27. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES. . . . . . . . . . . . . . . 28
ARTICLE 28. PUBLIC RELEASE OF INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . 28
ARTICLE 29. ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE 30. RELATIONSHIP WITH OTHER AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE 31. SALES OF OTHER SYSTEMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE 32. NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE 33. AUTHORIZED REPRESENTATIVES. . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE 34. EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE 35. ORDER OF PRECEDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE 36. APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE 37. ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ARTICLE 38. EFFECTIVE DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
</TABLE>
Page i
<PAGE> 3
IRIDIUM Space System Contract
TABLE OF CONTENTS
<TABLE>
<CAPTION>
TITLE PAGE
- ----- ----
<S> <C> <C>
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
EXHIBIT B. STATEMENT OF WORK
EXHIBIT C. ACCEPTANCE PLAN
</TABLE>
Page ii
<PAGE> 4
IRIDIUM Space System Contract
IRIDIUM SPACE SYSTEM CONTRACT
THIS CONTRACT is hereby made between Motorola, Inc. (hereinafter called
"Seller") a corporation organized under the laws of the State of Delaware,
U.S.A., and Iridium LLC (hereinafter called "Buyer"), a Delaware limited
liability company. The Effective Date of this Contract is the date specified
in ARTICLE 38, EFFECTIVE DATE.
RECITALS
A. On June 26, 1990, Motorola formally announced that it intended to
develop a global communication system that would allow communication
via portable radio telephones -- whether on land, at sea or in the
air. The new system, known as IRIDIUM, has at the heart of its
operation, a Constellation of nominally sixty-six (66) satellites in
low-earth orbit working together as a digitally-switched
communications network in space. The system is intended to handle
both voice and data. One or more ground-based spacecraft control
facilities will maintain the satellite Constellation and overall
operation of the system.
B. A key component of the IRIDIUM Communications System will be a network
of "gateway" surface facilities in various countries that will link
the satellites with the public-switched telephone network. These
gateways will also store customer billing information and will keep
track of each user's location.
C. Other key components to the system are the Subscriber Units (ISUs) and
Mobile Exchange Units (MXUs).
D. On June 14, 1991 Motorola incorporated Iridium, Inc. to become, among
other things, the owner of the Space System portion of the IRIDIUM
Communications System.
E. This Contract is intended to function as the mechanism whereby
Motorola will sell to Iridium LLC the Space System portion of the
IRIDIUM Communications System.
F. Separate agreements between Motorola and other appropriate parties
will provide for the production and sale of the Gateways, Subscriber
Units, MXUs, and other components of the IRIDIUM Communications
System. Motorola intends to develop or have others develop these
components by the time the system is operational. A separate
agreement between Iridium LLC and Motorola, Inc. shall provide for the
operation and maintenance of the Space System upon completion of this
Contract.
Page 1
<PAGE> 5
IRIDIUM Space System Contract
ARTICLE 1. DEFINITIONS.
Capitalized terms used and not otherwise defined herein shall have the
following meanings:
A. Constellation or Space Segment: That part of the complete IRIDIUM
Communications System consisting solely of the space vehicles (also
referred to as spacecrafts or satellites) in low-earth orbit and
providing a 98.5% global coverage as specified in TABLE 3.7.1 of the
Statement of Work. It does not include the System Control Segment,
Gateways, ISUs, MXUs or other components necessary for complete
utilization of the IRIDIUM Communications System.
B. Gateway: The Gateways encompass the ground-based facilities
constructed in accordance with the Gateway Interface Specification
supporting the subscriber billing/information functions in addition to
call processing operations and the connection of the IRIDIUM
subscriber communications through the Public Switched Telephone
Network (PSTN).
C. Gateway Interface Specification: The functional specification
prepared by Seller that defines the radio frequency interface, logical
and physical protocols, and functionality necessary for Gateway
interoperability with the Space System. It does not include the Voice
Encoding Algorithm necessary for complete interoperability with the
IRIDIUM Communications System.
D. Initial Operating Period: The Initial Operating Period shall commence
immediately after arrival of the first space vehicle at its designated
orbital position, and conclude when Seller demonstrates to Buyer
completion of the Space System, (i.e. completion of Milestone 47).
E. IRIDIUM Communications System (or simply "IRIDIUM"): The complete
integrated satellite-based digitally-switched communication system.
This term refers collectively to the Space Segment, System Control
Segment, Gateways and Subscriber Unit Segment.
F. Mobile Exchange Units (MXUs): The equipment designed to interconnect
multiple voice or data channels to the IRIDIUM Communications System
using the subscriber unit radio frequency interface to the Space
System.
G. Mobile Exchange Unit (MXU) Interface Specification: The functional
specification prepared by Seller that defines the radio frequency
interface, logical and physical protocols necessary for Mobile
Exchange Unit (MXU) interoperability with the Space System. It does
not include the Voice Encoding Algorithm necessary for complete
interoperability with the IRIDIUM Communications System.
Page 2
<PAGE> 6
IRIDIUM Space System Contract
H. Paging Unit Interface Specification: The functional specification
prepared by Seller that defines the radio frequency interface, logical
and physical protocols and paging unit functionality necessary for
paging unit interoperability with the Space System.
I. Revenue Producing Communication Message: As used within this
Contract, this phrase means: A message transmitted other than by
Seller through the Space System or any portion thereof entitling Buyer
to revenue.
J. Satellite Communication Link Interface Specification: The functional
specification prepared by Seller that defines the radio frequency
interface, logical and physical protocols and satellite functionality
necessary for satellite-to-satellite and satellite-to-system control
segment interoperability.
K. Satellite Subscriber Unit (Voice) Interface Specification: The
functional specification prepared by Seller that defines the radio
frequency interface, logical, and physical protocols necessary for
subscriber unit (voice, data, facsimile) interoperability with the
Space System. It does not include the Voice Encoding Algorithm
necessary for complete interoperability with the IRIDIUM Communication
System.
L. Space System Operations Plan: Documentation prepared by Seller which
details the operation of the Space System and the actions required to
retain its performance characteristics at the levels provided in the
Statement of Work. It also describes the operations of the entire
IRIDIUM Communications System.
M. Space System: This term refers to the integrated combination of the
Space Segment and System Control Segment.
N. Space Vehicles: The terms space vehicle, satellite, or spacecraft all
have the same meaning throughout this Contract and refer to the
individual or multiple satellites of the Constellation.
O. Subscriber Unit Segment: The Subscriber Unit Segment refers
collectively to the individual equipment units to be used by
subscribers and capable of initiating and receiving communications
through the IRIDIUM Communications System. These may include for
example hand-held portable units, aircraft units, marine units,
portable office units, and pay phone units. As used herein, this term
also includes paging units.
P. System Control Segment (SCS): This term refers to the various
ground-based sites, equipment, and facilities to manage and control
the individual space vehicles of the Constellation, and the
communication links of the IRIDIUM Communications System in accordance
with the performance levels specified in the Statement of Work,
Exhibit B. The System Control Segment is composed of a Master Control
Facility (MCF), and Backup Control Facility (BCF), and associated
Telemetry, Tracking and Command Facilities (TTAC's).
Page 3
<PAGE> 7
IRIDIUM Space System Contract
Q. Voice Encoding Algorithm: As this term is used in this Contract it
refers to the algorithm used to encode and decode analog voice to and
from compressed digital speech.
ARTICLE 2. DESCRIPTION OF WORK.
A. Seller shall design, develop, produce, and deliver in accordance with
the provisions of this Contract, (including all Exhibits) the
integrated Space System of the IRIDIUM Communication System consisting
of the Constellation and the System Control Segment. Seller shall
also deliver the Satellite Subscriber Unit (Voice) Interface
Specification and the Space System Operations Plan. The Satellite
Subscriber Unit (Voice) Interface Specification will be made available
by Seller and Buyer to the public after Milestone Number 37 is
completed.
B. Seller shall deliver the Gateway Interface Specification. Seller
agrees to develop and sell Gateways to third parties and to license to
responsible and competent suppliers acceptable to Seller, the rights
to use the information in the Gateway Interface Specification and the
Voice Encoding Algorithm to the extent essential to manufacture and
sell IRIDIUM Gateways, all pursuant to reasonable terms and conditions
mutually acceptable to Seller and such third parties. Seller also
agrees to license to responsible and competent suppliers named by
Buyer, the right to use the information in the Gateway Interface
Specification and Voice Encoding Algorithm to the extent essential to
manufacture and sell IRIDIUM Gateways solely for the next generation
IRIDIUM Communication System, pursuant to reasonable terms and
conditions mutually acceptable to Seller and such suppliers.
C. Seller shall deliver, the Paging Unit Interface Specification. Seller
agrees to develop and sell paging units to third parties and to
license to responsible and competent suppliers acceptable to Seller
the rights to use the information in the Paging Unit Interface
Specification to the extent essential to manufacture and sell IRIDIUM
Paging Units, all pursuant to reasonable terms and conditions mutually
acceptable to Seller and such third parties.
D. Seller shall deliver, the Mobile Exchange Unit (MXU) Interface
Specification. Seller agrees to develop and sell MXUs to third
parties and to license to responsible and competent suppliers
acceptable to Seller the rights to use the information in the MXU
Interface Specification and the Voice Encoding Algorithm to the extent
essential to manufacture and sell IRIDIUM MXU's, all pursuant to
reasonable terms and conditions mutually acceptable to Seller and such
third parties.
E. Seller agrees to develop and sell Subscriber Units (Voice) to third
parties and to license the rights to manufacture, sell and use the
Voice Encoding Algorithm to responsible and competent suppliers
acceptable to Seller to the extent essential to manufacture and sell
IRIDIUM Subscriber Units (Voice) all pursuant to reasonable terms and
conditions mutually acceptable to Seller and such suppliers.
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IRIDIUM Space System Contract
F. Seller shall deliver the Satellite Communications Link Interface
Specification.
G. Buyer understands that the Interface Specifications for the Gateways,
Paging Unit, Mobile Exchange Unit and the Satellite Communications
Link are Seller's proprietary information to be used only as permitted
under ARTICLE 27, DISCLOSURE AND USE OF INFORMATION BY THE PARTIES,
and may not be disclosed without Seller's permission except to those
third parties licensed by Seller pursuant to this ARTICLE 2, or, upon
completion of this Contract, to those third parties selected by Buyer
for the purposes of obtaining a proposal for the delivery of IRIDIUM
Space System equipment or services to Buyer after the five year period
of the O&M Contract expires, provided, Buyer also permits Motorola the
opportunity to submit a proposal for such equipment or services.
ARTICLE 3. MILESTONE PERFORMANCE SCHEDULE.
A. Seller shall perform all work and deliver the Constellation, System
Control Segment, Space System Operations Plan, and the Satellite
Subscriber Unit (Voice) Interface Specification pursuant to the
milestone schedule in Exhibit A hereto.
B. Seller shall complete the Gateway, Paging Unit, MXU, and Satellite
Communication Link Interface Specifications under Paragraphs B, C, D
and F of ARTICLE 2, DESCRIPTION OF WORK, and make them available to
Buyer at Seller's Chandler, Arizona facility on or before the
scheduled completion date of the final milestone specified in Exhibit
A hereto.
C. The milestone schedule in Exhibit A is subject to adjustment as
provided in ARTICLE 11, EXCUSABLE DELAYS.
ARTICLE 4. PRICE.
A. For performance of this Contract, Buyer shall pay Seller the
$275,000,000 down payment and the applicable fixed milestone prices
(the "$ Amount Due" column) specified in Exhibit A subject to
adjustments in accordance with the provisions of this Contract. The
prices are stated in United States Dollars and cumulatively total
$3,450,000,000. See also ARTICLE 17, TAXES.
B. In the event Seller fails to either (1) complete Milestone 47, or be
deemed to have done so under ARTICLE 8, ACCEPTANCE CRITERIA, on or
before the final scheduled completion date of Milestone 47, or, (2)
satisfy or be deemed to have satisfied the Gateway Delivery Commitment
as provided by ARTICLE 6, GATEWAY DELIVERY COMMITMENT, on or before
the final scheduled completion date of Milestone 47, the final
milestone price of this contract totaling $150 million is subject to
reduction as provided below:
(i) For each day of the first ninety (90) days following the
final scheduled completion date of Milestone 47 that either
(1) Milestone 47 is not completed, or
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IRIDIUM Space System Contract
is not deemed to have been completed under ARTICLE 8,
ACCEPTANCE CRITERIA, or, (2) the Gateway Delivery Commitment
as provided by ARTICLE 6, GATEWAY DELIVERY COMMITMENT, is not
satisfied or is not deemed to have been satisfied, the price
of Milestone 47 shall be reduced by $388,889 (for a potential
total price reduction of $35 million). To the extent,
however, that Seller has completed Milestone 47 but has only
partially satisfied the Gateway Delivery Commitment by the
final scheduled completion date of Milestone 47, the price
reduction associated with the Gateway Delivery Commitment
shall be prorated to daily amounts equal to the percentage of
the Gateway Delivery Commitment actually satisfied on a daily
basis compared to the total Gateway Delivery Commitment.
For example: If the Gateway Delivery Commitment is
equal to ten (10) Gateways, based upon actual
contracts signed in 1995; the final scheduled
completion date of Milestone 47 ends up as October
1, 1998; Milestone 47 is actually completed on
October 1, 1998; five (5) Gateways are delivered and
tested by October 1, 1998; three (3) additional
Gateways are delivered and tested on November 1,
1998; the two (2) other Gateways are delivered and
tested on February 1, 1999; and, if all of the
delays in the deliveries of the final five Gateways
after October 1, 1998 are attributed solely (i) to
Motorola's failure to exercise commercially
reasonable efforts under Paragraph C of Article 6,
or, (ii) to Motorola's inexcusable failure to timely
deliver and install those Gateways, then in such a
case, the price reduction allowable under this
paragraph would equal $10,616,669.70 ($388,889 x
5/10 = 194444.5; $194444.5 x 31 days = $6,027,779.5;
$388,889 x 2/10 = $77,777.8; $77,777.8 x 59 days =
$4,588,890.2; $6,027,779.5 + $4,588,890.2 =
$10,616,669.7).
(ii) For each complete thirty (30) days period beginning on the
ninety-first (91st) day following the final scheduled
completion date of Milestone 47 that Milestone 47 is not
completed, or is not deemed to have done so under ARTICLE 8,
ACCEPTANCE CRITERIA, the price of Milestone 47 shall be
reduced by $12,777,777 (for a potential total price reduction
of $115 million).
EXAMPLE: If the final scheduled completion date of
Milestone 47 ends up as October 1, 1998 but the
milestone is not completed until January 15, 1999
and none of the Gateways subject to the Gateway
Delivery Commitment are delivered and tested until
March 15, 1999, the $150 million price of Milestone
47 shall be reduced by $35 million to $115 million.
(Note: No price reduction beyond $35 million nor
any other remedy shall apply to Seller's failure to
satisfy the Gateway Delivery Commitment on or before
the final scheduled completion date of Milestone
47.)
BUYER AGREES THAT THE FOREGOING PRICE REDUCTIONS SHALL BE ITS
EXCLUSIVE REMEDY FOR DELAYS BY SELLER IN COMPLETING MILESTONE 47 OR
IN SATISFYING THE GATEWAY DELIVERY COMMITMENT EXCEPT THAT A DELAY IN
COMPLETING MILESTONE 47 IN EXCESS OF TWELVE (12)
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IRIDIUM Space System Contract
MONTHS BEYOND ITS SCHEDULED COMPLETION DATE, AS MAY BE ADJUSTED UNDER
THIS CONTRACT, SHALL PERMIT BUYER TO DECLARE SELLER IN DEFAULT UNDER
ARTICLE 23, DEFAULT BY SELLER, HEREIN.
ARTICLE 5. PAYMENT.
A. The down payment referred to in ARTICLE 4, PRICE, shall be paid by
Buyer to Seller in three increments in the amounts and on or before
the date specified by Exhibit A and without the necessity of any
invoice being submitted by Seller. The milestone prices referred to
in ARTICLE 4, PRICE, shall be paid by Buyer to Seller upon completion
of each milestone by Seller as provided in the Statement of Work,
Exhibit B. The milestone prices specified in Exhibit A shall in each
case be paid by Buyer to Seller within thirty (30) calendar days
following completion of each milestone and receipt of Seller's
invoice for these payments. Seller's invoice shall be accompanied by
a certification by Seller that such milestone has been completed in
accordance with this Contract. Payment to Seller shall be made by
cable/wire transfer to a banking institution as Seller designates or
by such other means as Seller may designate from time to time.
Notwithstanding the foregoing, Buyer may withhold the amount of
$5,000,000 from Buyer's payment of Milestone 47 under the Space
System Contract, and such amount shall become due and payable the
earlier of: (i) thirty (30) days after Buyer's receipt of an invoice
and certification that the activation of Release 3 functionality into
the IRIDIUM Communications System for commercial services has been
completed, which is scheduled for April 1999; or (ii) June 1, 1999.
B. In the event Seller completes a specific milestone prior to the
scheduled completion date in Exhibit A (as such dates may be adjusted
pursuant to the terms of this Contract), Buyer shall not be obligated
to make the payment associated with such milestone until thirty days
after such scheduled completion date.
C. In the event Seller fails to complete any milestone on or before the
scheduled completion date shown in Exhibit A (as such dates may be
adjusted pursuant to the terms of this Contract), Buyer shall be
relieved of its obligation to pay the applicable amount specified for
such milestone until such time as Seller completes or is deemed to
have completed such milestone. THIS SHALL CONSTITUTE BUYER'S
EXCLUSIVE RIGHT AND REMEDY FOR SELLER'S FAILURE TO COMPLETE ANY OR
ALL SUCH MILESTONES IN ACCORDANCE WITH THE SCHEDULE SHOWN IN EXHIBIT
A (AS SUCH DATES MAY BE ADJUSTED PURSUANT TO THE TERMS OF THIS
CONTRACT); PROVIDED, HOWEVER, THAT IF COMPLETION OF THE FINAL
MILESTONE IS DELAYED, BUYER SHALL HAVE THE ADDITIONAL RIGHTS AND
REMEDIES PROVIDED BY PARAGRAPH B OF ARTICLE 4, PRICE. SELLER'S
FAILURE TO TIMELY COMPLETE ANY MILESTONE SHALL NOT RELIEVE BUYER FROM
ITS OBLIGATION TO PAY FOR OTHER MILESTONES AS THEY ARE COMPLETED;
PROVIDED, HOWEVER, THAT UNTIL MILESTONE NUMBER 22 IS COMPLETED, BUYER
SHALL NOT BE OBLIGATED
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IRIDIUM Space System Contract
TO PAY FOR MILESTONES COMPLETED MORE THAN SIX (6) MONTHS AFTER THE
SCHEDULED COMPLETION DATE OF MILESTONE NUMBER 22.
D. In the event Seller does not satisfy the Gateway Delivery Commitment
obligation on or before the final scheduled completion date of
Milestone 47, Buyer agrees to promptly pay to the Seller upon
completion of Milestone 47 the amount due for the completion of
Milestone 47 which amount and the method and timing of its payment
shall be calculated in accordance with the provisions of this
contract (including Paragraph B of Article 4, and Paragraph A of this
Article 5 and Paragraph C of Article 8). Upon the earlier of
satisfaction of the Gateway Delivery Commitment, or 90 days after the
scheduled completion of Milestone 47, Buyer shall promptly pay to
Seller all of the balance of the price for Milestone 47 not
previously paid to Motorola less only amounts determined by applying
the reduction specified in Paragraph B(i) of ARTICLE 4, PRICE.
For example, under the same assumptions used in the example
following Paragraph B(i) of Article 4, Motorola would be
entitled to receive $132,500,000 on Oct. 1, 1998 and
$6,883,330.30 on December 29, 1999.
E. Buyer shall have the right to challenge the assertion of Seller that
any milestone has been completed in accordance with the Milestone
Acceptance Criteria by providing Seller with written notice to such
effect within 20 days following receipt of Seller's invoice. Such
notice shall summarize the reasons for such challenge and Seller
shall respond thereto in writing or orally within 5 days of receipt
of such challenge. Failure to resolve any dispute between Seller and
Buyer with respect to any such challenge shall be resolved in
accordance with ARTICLE 36, APPLICABLE LAW. Nothing herein shall be
construed to limit Buyer's rights under ARTICLE 23, DEFAULT BY
SELLER, nor Seller's rights under ARTICLE 24, DEFAULT BY BUYER.
ARTICLE 6. GATEWAY DELIVERY COMMITMENT
A. Subject to the provisions herein, Seller hereby agrees that no later
than September 23, 1998, it will have delivered, installed and
achieved Final Acceptance or Conditional Acceptance of thirteen
Gateway Equipment systems with Release 1, 2 and 3 services and
functional capabilities pursuant to the terms of Gateway Equipment
Purchase Agreements expected to be signed by Motorola and Gateway
Equipment purchasers and containing reasonable terms and conditions
mutually acceptable to Seller and such Gateway Equipment purchasers
and containing reasonable terms and conditions mutually acceptable to
Seller and such Gateway Equipment purchasers. The foregoing
agreement is referred to as the Gateway Delivery Commitment. This
Gateway Delivery Commitment is provided solely for the purpose
provided in Paragraph B of ARTICLE 4, PRICE. It may not be used for
any other purpose and Motorola shall not have any liability to any
third party for damages incurred by any such third party in the event
Motorola fails to satisfy such Gateway Delivery Commitment for any
reason whatsoever.
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IRIDIUM Space System Contract
B. The Gateway Delivery Commitment will be deemed to have been satisfied
for purposes of this Contract and specifically Paragraph B of ARTICLE
4, PRICE, on the date when the earliest of the following conditions
occurs:
1. when thirteen (13) Gateway Equipment systems have been
delivered, installed and achieved Final Acceptance for
Release 1, 2 and 3 services and functional capabilities.
2. when Conditional Acceptance occurs for thirteen (13) Gateway
Equipment systems pursuant to the terms of the Gateway
Equipment Purchase Agreements between Seller and Gateway
Equipment purchasers.
3. when the first Revenue Producing Communication Message is
transmitted through the Space System or any component
thereof.
C. The Gateway Delivery Commitment for thirteen (13) Gateway Equipment
systems is expressly conditioned upon:
1. at least ten (10) complete Gateway Equipment Purchase
Agreements being signed by both Motorola and ten (10) Gateway
Equipment purchasers on or before September 30, 1995 for the
delivery and installation of M030 or larger Gateway Equipment
systems with seven (7) of them scheduled to be installed no
later than April 30, 1998 and three (3) of them scheduled to
be installed no later than June 30, 1998; and,
2. at least three (3) more complete Gateway Equipment Purchase
Agreements being signed by both Motorola and three (3) more
Gateway Equipment purchasers on or before December 30, 1995
for the delivery and installation of M030 or larger Gateway
Equipment systems with all three of them scheduled to be
installed no later than September 30, 1998; and,
3. All thirteen Gateway Equipment systems must also each be
contracted for delivery to one of the following Gateway
Countries: Brazil, Cyprus or Canary Islands (Spain), China
(PRC), Germany, India, Indonesia, Italy, Japan, South Korea,
Russia, Taiwan (ROC), Thailand and the United States.
Motorola agrees to exert commercially reasonable efforts to negotiate
and conclude Gateway Purchase Agreements with Gateway purchasers by
the dates specified above. However, in the event Motorola exerted
its commercially reasonable efforts, but less than the ten (10) and
three (3) Gateway Equipment Purchase Agreements referred to above are
signed by both Motorola and Gateway Purchasers by the dates specified
above, the Gateway Delivery Commitment shall be reduced from the
thirteen (13), down by the number of such agreements which were not
so signed by Motorola and Gateway Equipment purchasers.
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IRIDIUM Space System Contract
Example: If seven Gateway Equipment Purchase Agreements are signed
by September 30, 1995 and an additional four are signed by December
30, 1995, the Gateway Delivery Commitment shall be reduced to ten
(10) Gateway Equipment systems assuming Seller exerted its
commercially reasonable efforts to conclude thirteen Gateway
Equipment Purchase agreements by the dates specified in C.1. and 2.,
above.
D. In the event the scheduled delivery date of any of the Gateway
Equipment systems covered by any of the thirteen Gateway Equipment
Purchase Agreements referred to in this ARTICLE 6, GATEWAY DELIVERY
COMMITMENT is changed to a date later than the applicable delivery
date specified in subparagraph C.1 or 2 herein for any reason other
than the default by Motorola, or its failure to exert its
commercially reasonable efforts, all such Gateway Equipment systems
shall be deemed to have been delivered, installed and successfully
tested through Release 1, 2 and 3 services and functional
capabilities and Conditional Acceptance for purposes of Paragraph B 1
and 2 above on the date that Milestone 47 is completed or is deemed
to have been completed.
E. In the event any of the thirteen Gateway Equipment Purchase
Agreements referred to in this ARTICLE 6, GATEWAY DELIVERY COMMITMENT
is terminated for any reason other than the default by Motorola, all
Gateway Equipment systems covered by such terminated Agreement(s)
shall be deemed to have been delivered, installed, and successfully
tested through Release 1, 2 and 3 services and functional
capabilities and Conditional Acceptance for purposes of Paragraphs B
1 and 2 above on the date that Milestone 47 is completed or is deemed
to have been completed.
F. Release 1, 2 and 3 for purposes of this Contract refer to those
specific services and functional capabilities which are defined in
the Terrestrial Network Development Contract (TNDC) between Seller
and Buyer.
ARTICLE 7. OPERATION OF SYSTEM CONTROL SEGMENT FACILITIES.
A. Notwithstanding the transfer to the Buyer of title and risk of loss
to each space vehicle of the Space Segment and each facility of the
System Control Segment, Seller shall be responsible for the
management and control of the Space System during the Initial
Operating Period. Both parties hereto recognize that Seller's
obligation to deliver the Space System necessarily requires that
Buyer permit Seller to maintain control and be permitted unrestricted
access to all of the Facilities of the System Control Segment during
the Initial Operating Period. The specific operations activities to
be performed by Seller are more fully described in the Statement of
Work, Exhibit B hereto. After the Initial Operating Period,
performance of such operations activities by Seller shall be pursuant
to the Operations and Maintenance Contract (see ARTICLE 30,
RELATIONSHIP WITH OTHER AGREEMENTS).
B. Buyer agrees that its failure to procure the insurance required by
ARTICLE 21, INSURANCE, or any other act or failure to act by Buyer
that delays or prevents
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IRIDIUM Space System Contract
Seller's access to and/or operation of such System Control
Facility(ies) shall entitle Seller to a prompt equitable adjustment
to the schedule and price of this Contract. In the event such delay
associated with Buyer's acts or failures to act cumulatively result
in a delay or series of delays in excess of six (6) months, Seller
may elect at its option to treat such situation as a default by Buyer
thereby permitting Seller to terminate this Contract pursuant to
ARTICLE 24, DEFAULT BY BUYER, herein.
ARTICLE 8. ACCEPTANCE CRITERIA.
A. Subject to Paragraph C below, acceptance of the Constellation and
System Control Segment described in ARTICLE 2, DESCRIPTION OF WORK,
shall be in accordance with the Acceptance Plan, Exhibit C hereto.
B. Subject to Paragraph C below, acceptance of the Satellite Subscriber
Unit (Voice) Interface Specification and Space System Operations Plan
described in ARTICLE 2, DESCRIPTION OF WORK, shall occur upon
delivery of each such document by Seller to Buyer at Seller's
Chandler, Arizona facility. Buyer shall promptly accept the items in
writing or shall notify the Seller in writing of those particulars in
which the items delivered do not meet the requirements of this
Contract. Buyer shall be deemed to have accepted such items thirty
(30) days after delivery by Seller unless Buyer provides before such
time written notice otherwise to Seller. In the event Buyer provides
Seller with written notice setting forth the particulars in which the
items delivered do not meet the requirements of this Contract, upon
establishment by Seller and completion of a reasonable corrective
action plan acceptable to Buyer, the item involved shall be deemed to
have been delivered and finally accepted.
C. Notwithstanding Seller's inability to demonstrate compliance with the
criteria of the Statement of Work specified by Section 4 of the
Acceptance Plan, if Buyer chooses to use or permit others to use the
Space System after the scheduled completion date of Milestone Number
47, the date of the first Revenue Producing Communication Message
transmitted through the Space System or any component thereof shall
be deemed the date of completion and acceptance by Buyer of all items
required to be delivered by Seller under this Contract. The final
milestone price shall be adjusted by reducing it first to account for
any schedule delay as provided by Paragraph B of ARTICLE 4, PRICE.
The remaining balance, if any, shall be promptly paid to Seller after
adjustment to account for the deficiencies of the Space System using
Table 8.1.
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IRIDIUM Space System Contract
Table 8.1
- --------------------------------------------------------------------------------
Downward adjustment to remaining balance of final milestone price shall be
based upon a calculated quarterly Average Actual Service Provided percentage
(AASP) value of less than 98% in either or both of the coverage or capacity
factors:
<TABLE>
<CAPTION>
Calculated AASP Calculated AASP Percent
Coverage Factor Capacity Factor Reduction
- --------------- --------------- ---------
<S> <C> <C>
97% Minimum 70% Minimum 1%
96% Minimum 70% Minimum 2%
95% Minimum 70% Minimum 3%
94% Minimum 60% Minimum 8%
93% Minimum 60% Minimum 13%
92% Minimum 60% Minimum 18%
91% Minimum 50% Minimum 28%
90% Minimum 50% Minimum 38%
89% Minimum 50% Minimum 48%
88% Minimum 40% Minimum 58%
87% Minimum 40% Minimum 68%
86% Minimum 40% Minimum 78%
85% Minimum 30% minimum 88%
84% Minimum 30% Minimum 98%
83% Minimum 30% Minimum 100%
and below and below
- --------------------------------------------------------------------------------
</TABLE>
For example if the AASP coverage factor is calculated to be 93.1% and the AASP
capacity factor is calculated to be 58.1%, the remaining balance of the final
milestone price after accounting for the schedule delay, if any, shall be
reduced by 28%.
ARTICLE 9. TITLE TRANSFER.
Unless otherwise stated herein, the following shall apply:
A. Title and risk of loss or damage to each individual space vehicle of
the Constellation shall pass to Buyer upon the arrival of each space
vehicle at its designated orbital location in the Constellation.
B. Title and risk of loss or damage to each facility of the System
Control Segment shall pass to Buyer upon the earlier of (1) when
Seller demonstrates to Buyer successful completion of each SCS
Facility's Acceptance Plan as specified in Exhibit C hereto or (2)
completion of Milestones 40 and 41 respectively.
C. Title to the Space System Operations Plan described in ARTICLE 2,
STATEMENT OF WORK, shall pass to Buyer upon delivery of such item from
Seller to Buyer at Seller's Arizona facility or other facility
designated by Seller upon completion of Milestone Number 15.
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IRIDIUM Space System Contract
D. Title to the Gateway, Paging Unit, Mobile Exchange Unit and Satellite
Communication Link Interface Specifications shall remain with Seller
and shall not be transferred to Buyer under this Contract.
E. To the extent successful and timely completion of any milestone of
this Contract is affected by the loss of or damage to any item(s) due
to the acts of third parties (including space debris) after title and
risk of loss has transferred to Buyer as provided above, Buyer shall
afford Seller an equitable adjustment to the price and schedule of
this Contract to account for the time and costs associated with
Seller's correction, repair or replacement of such item(s). The
prices and payment provisions for the replacement of space vehicles of
the Constellation that are lost or damaged by the acts of third
parties (including space debris) shall be the same as specified in the
Operation and Maintenance Contract referred to in ARTICLE 30,
RELATIONSHIP WITH OTHER AGREEMENTS.
F. Subject to the license granted to Buyer under Article 14, title to the
Satellite Subscriber Unit (Voice) Interface Specification shall remain
with Seller. However, both parties may release such document to third
parties.
ARTICLE 10. CHANGES.
Changes to this Contract may be made only by mutual agreement of the parties
hereto. Such changes shall be evidenced by a written agreement executed by
authorized representatives of both parties. No change shall be binding on
either party unless and until such written document is fully executed by both
parties.
ARTICLE 11. EXCUSABLE DELAYS.
A. Without limiting any other provision specifying what constitutes an
excusable delay under this Contract, any event which causes a failure
or delay to perform hereunder, and in every case is beyond the
reasonable control and without the fault or negligence of Seller and
its subcontractors hereunder shall constitute an excusable delay, if
notice thereof is given to Buyer within thirty (30) days after such
event shall have occurred. Such excusable delay events include but
are not limited to acts of God or of the public enemy; acts of
governments in their sovereign or contractual capacity, including
government priorities, allocations, regulations or orders affecting
materials, facilities, or completed spacecraft; fires; floods;
snowstorms; earthquakes; epidemics; quarantine restrictions; strikes;
labor difficulties; wars and freight embargoes. Delays in launches of
Spacecraft caused by the actions or inactions of Seller's launch
service subcontractors directly pursuant to their subcontracts with
Seller shall not constitute excusable delays hereunder. All other
delays in launches of Spacecraft arising for whatever reason not
caused by Seller shall constitute excusable delays hereunder. Such
excusable delays include but are not limited to delays in the
launch(es) of Seller's spacecraft due to delays of any other
launch(es) (i.e. not for this Contract) preceding any of Seller's
scheduled launch(es) whether or
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IRIDIUM Space System Contract
not caused by the actions or inactions of Seller's launch service
subcontractors relating to such preceding launches.
B. In the event of any such excusable delay, the performance schedule
shall be extended equitably and the price shall be adjusted to account
for any additional costs incurred by Seller as a result of such delay.
Seller has the burden to prove an event constitutes an excusable
delay. Seller shall provide Buyer with evidence supporting Seller's
claim of excusable delay and shall exert its best efforts to mitigate
such additional costs or schedule impact to the extent reasonable.
ARTICLE 12. BUYER'S ACCESS.
For the purpose of observing the status and quality of Seller's performance of
work, Seller shall afford a limited number of Buyer's employees, or, designees
as approved by Seller, subject to ARTICLE 22, EXPORT REGULATIONS, access to
Contract activities including design reviews, systems and subsystems testing,
program management reviews, test reviews and failure reviews at the Seller's
and its first-tier subcontractor's facilities on a non-interference basis.
Seller's approval of designees requested by Buyer shall not be unreasonably
withheld; provided, however, that such approval may be withheld if Seller or
its first-tier Subcontractor(s) have reasonable concerns as to the protection
of their proprietary information or potential injury to their competitive
market position(s).
ARTICLE 13. PROGRESS MEETINGS.
A. Meetings and Presentations. During the performance of this Contract,
Seller shall conduct Quarterly Summary Executive Reviews at which
Seller shall provide a review of the milestones completed subsequent
to the preceding quarterly review, status of the upcoming milestone
and such other matters as may be mutually agreed upon by the parties.
The parties may mutually agree to conduct additional interim meetings
or reviews from time to time such as a monthly Program Manager's
Review with a mutually acceptable agenda. Buyer shall determine its
appropriate management personnel to attend such meetings. Seller
shall be represented by its General Manager or a designee thereof and
such other personnel as are specifically required to support the
particular presentation. All periodic meetings shall be held at
Seller's facility.
B. Distribution of Reports. Copies of viewgraphs or other documents
utilized during these meetings shall be furnished or be made available
to Buyer. All materials, reports, and documentation furnished
pursuant to this Article shall remain the property of Seller and shall
be subject to the limitations set forth in ARTICLE 27, DISCLOSURE AND
USE OF INFORMATION BY THE PARTIES.
ARTICLE 14. INTELLECTUAL PROPERTY RIGHTS.
A. Except for computer programs and related documentation which are
covered by Paragraph C below, unless this Contract is terminated
pursuant to ARTICLE 24,
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IRIDIUM Space System Contract
DEFAULT BY BUYER, or ARTICLE 25, TERMINATION FOR CONVENIENCE, Buyer
shall have an unlimited right to use, duplicate, and disclose the
information contained in the Satellite Subscriber Unit (Voice)
Interface Specification and Space System Operations Plan furnished
pursuant to ARTICLE 2, DESCRIPTION OF WORK, of this Contract; however,
if any written material furnished as part of said documentation is
copyrighted, Buyer shall have an unlimited right to make copies of
such copyrighted material and to use such copies for any Buyer purpose
without payment of additional compensation to Seller only to the
extent that Seller has the authority to grant such right. In the
event Seller does not have such right, Seller will use its best
reasonable efforts to obtain such rights for Buyer. In the event that
the obtaining of such rights involve the payment of a fee, Buyer shall
reimburse Seller for said fee.
B. Except for the data listed in Paragraph A above, and the license
described in Paragraph E below, all data, including without
limitation, manufacturing processes technology, and any other
information relating to terrestrial cellular networks or components,
that are or may be delivered or disclosed by Seller to Buyer shall be
subject to ARTICLE 27, DISCLOSURE AND USE OF INFORMATION BY THE
PARTIES and Buyer acquires no rights, title or interest in such
intellectual property or other intellectual property associated with
the design of the Space System except as is provided under this
ARTICLE 14E or otherwise may be negotiated in other license agreements
between Seller and Buyer pursuant to reasonable terms and conditions
mutually acceptable to Seller and Buyer.
C. To the extent computer software and documentation delivered under the
Contract is proprietary to either Seller or its licensor, such items
shall be provided as proprietary information under ARTICLE 27,
DISCLOSURE AND USE OF INFORMATION BY THE PARTIES. Notwithstanding any
other provisions of this Contract, the ownership and title to
copyrights in computer programs and related documentation that may be
delivered to Buyer by Seller in accordance with the Contract shall
remain in Seller or Seller's licensor.
1. To the extent that Seller has the right to do so, Seller shall
grant to Buyer, with respect to software and related
documentation delivered in written or magnetic or optical form
under the Contract as part of the System Control Segment
facilities, a paid-up, non-exclusive, non-transferable license
with respect to such software and documentation, to:
a. use or have used on Buyer's behalf solely for the
operation and maintenance of Buyer's IRIDIUM Space System
supplied by Seller and direct replacements thereto
whether manufactured by Seller or not; and
b. make one or more back-up copies for retention in a secure
area in case a working copy is destroyed or damaged, the
number of back-up copies to be consistent with generally
accepted and prudent data processing archive procedures,
not to exceed six (6) such copies.
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IRIDIUM Space System Contract
2. Buyer has no right to copy or have copied or modify software that is
(a) not supplied in written form or on optical or magnetic media, or
(b) not supplied as a part of the System Control Segment equipment, or
(c) embedded as firmware in any equipment delivered by Seller.
3. Buyer's license set forth in paragraph C.1.a. shall become effective
on completion of the Operations and Maintenance (O & M) Contract by
Seller. Buyer's license under Paragraph C.1.b. shall become effective
upon completion of this Space System Contract.
D. Seller agrees to promptly assign to Buyer all Seller's right, title and
interest in the word "IRIDIUM(R)" as a tradename, trademark and service
mark in all forms used by Seller. Seller will execute such documents as
requested by Buyer to effect such assignment. Buyer shall thereafter
assume responsibility for registration and perfection of such tradename and
trademarks and assignments, and Seller will cooperate with buyer to that
end. Seller may thereafter use such marks on Seller's goods and services
only with Buyer's written permission.
E. In order to permit Buyer to engage in competitive bidding for future
additions to or replacement of the Space System and its parts after its
delivery by the Seller, and for future operation and maintenance of the
Space System beyond completion of the initial Operations and Maintenance
(O & M) Contract by Seller, Seller and Buyer agree as follows:
1. Subject to the other provisions of this ARTICLE 14, Seller agrees to
grant Buyer a non-exclusive right and license to use, make and
have-made equipment comprising the Space System of the IRIDIUM
Communications System and its subsequent evolutions, under the then
current versions of the Satellite Communications Link, Gateway, MXU,
and Paging Unit Interface Specifications and Seller's patents
essential to utilize these Interface Specifications in the Space
System and subsequent evolutions thereof. Such license shall be
irrevocable except for events of default by Buyer under this Space
System Contract or the O & M Contract. Such license shall become
effective upon completion of this Space System Contract for purposes
of obtaining quotations from other vendors and for purposes of
obtaining delivery of such equipment upon completion of the O & M
Contract.
2. Subject to the other provisions of this ARTICLE 14, Seller agrees to
grant Buyer a non-exclusive right and license to have-used services
for operating the Space System of the IRIDIUM Communications System
and its subsequent evolutions, under the then current versions of the
Satellite Communications Link, Gateway, MXU, and Paging Unit Interface
Specifications and Seller's patents essential to utilize these
Interface Specifications in the Space System and subsequent evolutions
thereof. Such license shall be irrevocable except for events of
default by Buyer under this
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IRIDIUM Space System Contract
Space System Contract or the O & M Contract. Such license shall
become effective for purposes of obtaining quotations from other
service vendors one year prior to completion of the O & M Contract,
and for purposes of obtaining delivery of such services upon
completion of the O & M Contract.
3. Buyer is free to exercise the make or have-made and use or have used
rights granted in paragraphs E.1 and E.2 above and select its own
vendors therefore, provided that:
a. Buyer also permits Seller the opportunity to submit a proposal
for such equipment or services on at least an equal footing
with all other prospective vendors for the same equipment or
services.
b. In the event that a vendor chosen by Buyer has intellectual
property rights that would prevent Seller from effectively
competing for the sale of IRIDIUM equipment and services, if
Seller requests, Buyer agrees to require such vendor, as a
condition of the acceptability of its proposal, to extend a
license to Seller on reasonable terms and conditions under
vendor's intellectual property essential to such effective
competition by Seller, to enable Seller to make, have made,
use, have used, sell, lease or otherwise provide any IRIDIUM
equipment and services, to users thereof, including ground and
space.
c. Buyer shall pay Seller a royalty of six (6) percent of the
final price paid by Buyer for replacements to or evolutions of
the Space System or its individual components, excluding the
reasonable cost of launch services if any included in such
price, and less the reasonable value of any licenses obtained
by Buyer for Seller under this Section E.4.3.
d. Buyer agrees not to engage vendors for Space System equipment
or services under this ARTICLE 14 whose governments have not
licensed or allowed operation of the IRIDIUM System in their
own countries or have not granted frequency allocations
required for such operation.
4. The Parties intend and will exert their best reasonable efforts to
enter into a mutually acceptable license agreement consistent with the
terms described herein prior to completion of this Space System
Contract.
ARTICLE 15. PATENT INDEMNITY.
A. Subject to the limitations contained or referred to herein, Seller will
defend at its own expense, any claim, suit or proceeding brought against
Buyer on account of the Space System or any part thereof supplied by Seller
to Buyer under this Contract, FOR INFRINGEMENT OF ANY VALID AND ENFORCEABLE
PATENT IN ANY COUNTRY OF THE WORLD WHERE AN IRIDIUM SERVICE PROVIDER HAS
BEEN AUTHORIZED TO PROVIDE IRIDIUM SERVICES by an Authorized Gateway
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IRIDIUM Space System Contract
Operator, and, to the extent required, licenses by the government of
such country to provide IRIDIUM services. In responding to such
claim, suit or proceeding Seller shall have the option of settling or
resolving such claim, suit, or proceeding by any one or more of the
following:
1. procuring for Buyer the right under such patent to use,
lease, or sell, as appropriate, the Space System or
infringing part thereof; or,
2. replacing the Space System or infringing part thereof; or,
3. modifying the Space System or part thereof so as not to
infringe; or,
4. paying any settlement or any final judgment entered by a
court of competent jurisdiction against Buyer on such
infringement defended by Seller.
B. Buyer agrees that Seller shall be relieved of the foregoing
obligations unless Buyer notifies Seller promptly in writing of any
such claim, suit or proceeding, and at Seller's expense, cooperates
with and gives Seller complete information and assistance to
mitigate, settle and/or defend any such claim, suit or proceeding.
In the event that the actual liability of Seller as a consequence of
a claim, suit or proceeding or a combination of claims, suits or
proceedings in a particular country exceeds ten percent (10%) of the
actual income derived by Buyer from operation of the IRIDIUM
Communication System in such country, then Buyer shall cooperate with
Seller to mitigate Seller's liability, including either terminating
service in such country or releasing Seller from any obligation for
liability for patent infringement in such country in excess of the
aforesaid percentage of Buyer's income in such country.
C. Seller shall have no liability for any infringement arising from:
1. the combination of the Space System or any part thereof with
any other product or service not furnished by Seller; or
2. the modification of the Space System or any part thereof
unless such modification was made by Seller; or
3. a patent of a country not included in Section A of this
Article 15.
D. Subject to all the provisions of this Article 15, PATENT INDEMNITY,
Seller's entire liability hereunder, including liability for
attorney's fees, costs, adverse judgements and other compliance with
the provisions hereof, shall be limited to the amount Buyer paid
Seller for the particular items found to infringe. Furthermore,
Seller's entire liability under this Article 15 shall be subject to
the overall limitation of liability under Article 26, LIMITATION OF
LIABILITY.
E. Seller shall not be liable for any costs or expense incurred pursuant
to this Article without Seller's written authorizations. SELLER
SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR FOR INCIDENTAL,
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT OR
IN TORT OR UNDER ANY OTHER CAUSE OF ACTION. THE FOREGOING STATES THE
ENTIRE WARRANTY BY SELLER AND THE EXCLUSIVE REMEDY OF BUYER, WITH
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IRIDIUM Space System Contract
RESPECT TO ANY ALLEGED PATENT INFRINGEMENT BY THE SPACE SYSTEM OR ANY
PART THEREOF OR ANY OTHER PRODUCT DELIVERED BY SELLER TO BUYER UNDER
THIS CONTRACT.
F. Buyer shall indemnify, defend and hold Seller harmless against any
expense, judgement, or loss for infringement of any patents,
copyrights or trademarks which results from Seller's compliance with
Buyer's designs, specifications, or instructions.
G. Except as specifically provided by ARTICLE 14, INTELLECTUAL PROPERTY
RIGHTS, and any other written agreements between the parties, no
sale, or lease hereunder shall convey any license by implication,
estoppel, or otherwise to Buyer, under any proprietary rights,
copyrights, or patents rights of Seller.
ARTICLE 16. WARRANTY.
A. Seller warrants that immediately upon completion of this Contract but
not thereafter, the Space System shall comply with the requirements
specified in the Acceptance Plan, Exhibit C. This warranty, however,
terminates in the event Buyer uses or permits others to use the Space
System or any component thereof prior to completion of this Contract.
B. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ALL OF WHICH ARE
EXPRESSLY EXCLUDED. SELLER SHALL HAVE NO OTHER LIABILITY, WHETHER IN
CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, ANY LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, OR FOR BUYER'S COST OF EFFECTING COVER, OR FOR
FAILURE OR NONPERFORMANCE OF PROPERTY OR FOR LOST PROFIT OR REVENUE.
ARTICLE 17. TAXES.
A. The price of this Contract referred to in ARTICLE 4, PRICE, includes
all transportation and related charges and all applicable taxes,
duties and similar liabilities whatsoever for delivery of all items
to a destination in the continental United States, except any tax on
the sale to Buyer of any item delivered hereunder. Buyer will
reimburse Seller for any such sales, use tax or duty drawback claim
Seller is required by law to pay.
B. If requested by the other party, the Seller and Buyer will cooperate
with each other in contesting and/or protesting those taxes which
either party reasonably deems inappropriate. In return for such
cooperation, the Seller and Buyer agree to indemnify each other
against and hold each other harmless from any such tax that the other
party is responsible to pay under Paragraph A above, and from any
costs,
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IRIDIUM Space System Contract
expenses, penalties or fees (including reasonable attorney's fees)
which either party incurs in cooperating with the other.
ARTICLE 18. PERMITS AND LICENSES.
A. Seller or one of its wholly-owned subsidiaries shall apply for and
use its reasonable best efforts to obtain all permits, licenses and
approvals required by the United States Federal Communications
Commission (FCC) or by any applicable U.S. law or regulation, as well
as all necessary orbital locations and radio frequency spectrum, to
construct, launch and operate the Space Segment and to construct and
operate the System Control Segment. Specifically, Seller or one of
its wholly-owned subsidiaries shall apply to and use its reasonable
best efforts to obtain from the FCC a construction permit(s) to build
the Space Segment and at least one of the System Control Segment
facilities within the United States. In the event such permit to
construct all of the spacecraft and System Control Segment facilities
is not issued by the FCC or other authorized Government entity
acceptable to Buyer (whether U.S. or foreign) to Seller or its
wholly-owned subsidiary on or before December 1, 1994, such situation
shall be treated as an excusable delay under ARTICLE 11, EXCUSABLE
DELAYS, and the price only of this Contract shall be adjusted
accordingly for costs incurred by Seller after December 1, 1994 as a
result of failure to obtain such permit. In the event such permit to
construct all of the spacecraft and System Control Segment Facilities
is not issued by the FCC or other authorized Government entity
acceptable to Buyer (whether U.S. or foreign) to Seller or its
wholly-owned subsidiary on or before January 1, 1995, such situation
shall be treated as an excusable delay under ARTICLE 11, EXCUSABLE
DELAYS, and the price and schedule of this Contract shall be adjusted
accordingly for costs incurred by Seller after December 1, 1994 and
for schedule delays incurred by Seller after January 1, 1995 as a
result of failure to obtain such permit. Seller or one of its
wholly-owned subsidiaries also shall apply for and use its reasonable
best efforts to obtain from the FCC a license(s) to launch and
operate the Space System within the United States and between the
United States and international points. If such license to launch
and operate is not issued to Seller or its wholly-owned subsidiary by
February 1, 1996, such situation shall be treated as an excusable
delay under ARTICLE 11, EXCUSABLE DELAYS, and the price and schedule
of this Contract shall be adjusted accordingly. Seller shall exert
its best reasonable efforts to mitigate the impact of any such
excusable delays by attempting to obtain a waiver, alternate license
(i.e., an experimental license) or undertaking other actions as
determined appropriate in Seller's discretion.
B. Seller shall use its reasonable best efforts to coordinate within the
United States and on a worldwide basis the effective use by the Space
System of the necessary frequency spectrum and orbital locations.
C. Seller shall use it reasonable best efforts to defend and maintain
all of the aforementioned approvals, permits, and licenses for the
Space System and System Control Segment in accordance with their
respective terms and conditions, and to
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IRIDIUM Space System Contract
operate the Space System and System Control Segment in accordance
with all applicable laws and government regulations. In the event a
wholly-owned subsidiary of Seller is issued the FCC Operating License
contemplated in Paragraph A above, Seller agrees to maintain its
complete ownership of such wholly-owned subsidiary until such time as
such FCC license is transferred to Seller, a third party approved by
Buyer and the FCC, or to Buyer pursuant to Paragraph H below.
D. Seller shall pay for its costs of applying for, obtaining and
renewing the aforementioned approvals, licenses and permits. Buyer
agrees to reimburse Seller for all of its other expenses associated
with the aforementioned approvals, licenses, permits, and allocations,
including but not limited to Seller's costs of defending against
challenges by third parties, and for coordinating within the United
States and on a worldwide basis the effective use by the Space System
of the necessary frequency spectrum.
E. Seller agrees to keep Buyer fully informed on a timely basis of
material events relating to the operational and performance status of
the Space System, and any communications relating the aforementioned
approvals, licenses, permits and allocations. Specifically, Seller
shall use its reasonable best efforts to furnish to Buyer the
following promptly after their receipt by or issuance from Seller:
All communication to or from any regulatory authority, national,
foreign or international, which relate to or affect the Space System
or any approvals, licenses, permits or allocations associated
therewith.
F. Buyer agrees not to take any action or enter into any agreement or
arrangement with a third party that conflicts with Seller's rights
and obligations under this Contract, or to act or fail to act in any
manner which would interfere with Seller's aforementioned
responsibilities.
G. Notwithstanding any other provision in this Contract, Seller shall at
all times retain full responsibility for, and all control of the
Space System and all components thereof, including but not limited to
the System Control Segment and any other facilities or stations
licensed by the FCC.
Furthermore, nothing contained herein shall be interpreted as
requiring Seller to apply for or obtain the blanket mobile licenses
to operate subscriber units not the authorizations necessary to
operate gateways in the United States or any other country. Although
Seller or one of its subsidiaries may apply to become a gateway
operator or service provider for the United States, such action and
the obtaining of necessary FCC licenses to provide such service,
shall be accommodated via separate agreements with Buyer as
appropriate.
H. Seller agrees that, upon request of Buyer, if the written opinion of
Seller's legal counsel concludes that Buyer is lawfully qualified to
hold the approvals, permits and licenses to construct, launch and
operate the Space System obtained by Seller
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IRIDIUM Space System Contract
pursuant to Paragraph A above, Seller will use its best reasonable
efforts to promptly apply for and obtain appropriate authorization
from the FCC to transfer such approvals, permits and licenses,
including any pending applications therefore, at no cost to Buyer
except for the costs that may result from FCC implementation of an
auction approach to issuing such permits, licenses, or approvals.
Neither the appliction to transfer nor the issuance of any license to
Buyer pursuant thereto shall affect the rights and obligations of the
parties hereto except the obligations of Seller as provided by
Paragraphs A, B, and C above, which shall also completely transfer to
Buyer upon transfer of such approvals, permits and licenses to Buyer.
In the event the FCC adopts an auction approach to issuing any of the
permits, licenses or approvals contemplated by this Article, Seller
and Buyer agree to negotiate in good faith a mutually acceptable
arrangement with respect to such auctions.
ARTICLE 19. CROSS WAIVER OF LIABILITY.
A. In the event the U.S. Commercial Space Launch Act of 1984, as
amended, is applicable to the launch of spacecraft of the
Constellation, to the extent required thereunder and by any launch
service provider licensed thereunder, both parties agree to make no
claims against the other, the contractors and subcontractors of the
other at any tier (including suppliers of any kind), the officers,
directors, agents, servants, and employees of the other, or any of
them, with respect to injury to or death of either party's employees
involved in, or damaged to either party's property in connection with
all licensed activities relating to launches of space vehicles of the
Constellation, except as provided by ARTICLE 20, INDEMNIFICATION.
Both parties further agree to cause all of their respective
contractors and subcontractors at any tier (including suppliers of
any kind) to make no such claims.
B. Both parties hereby waive and shall cause their contractors and
subcontractors at any tier (including suppliers of any kind) to waive
any cause of action in tort against the U.S. government, its agents,
employees, contractors, and subcontractors to the extent required by
the U.S. government, and agree to furnish appropriate waivers and
releases as may be required to implement this Article in connection
with the use of U.S. government launch facilities, equipment, or
required launch support services.
C. In the event Seller conducts any launch of space vehicles not subject
to the U.S. Commercial Space Launch Act both parties agree to accede
to any waiver of claims as may be required pursuant to applicable law
or as required by any launch service provider. Seller agrees to keep
Buyer informed as to the status of negotiations with such launch
service providers with respect to any such waiver of claims
provisions that are proposed by launch service providers not subject
to the U.S. Commercial Space Launch Act. Seller further agrees to
use its best reasonable efforts to negotiate such waiver of claims
provisions so that they are not any broader than the waivers required
by the U.S. Commercial Space Launch Act.
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IRIDIUM Space System Contract
ARTICLE 20. INDEMNIFICATION.
A. Buyer shall indemnify and hold harmless Seller, its directors,
officers, agents, subsidiaries, servants, and employees from any
liabilities, losses and damages including costs, expenses and damages
incurred by Seller in connection with any and all claims by third
parties caused by or arising out of the development, operation or use
of any part of the Space System after passage of title thereto to
Buyer in accordance with ARTICLE 9, TITLE TRANSFER, except any such
third party liabilities, losses and damages that are caused by the
gross negligence or willful misconduct of Seller. The foregoing
indemnification shall only apply to the extent such liabilities,
losses and damages exceed the amounts paid by Seller's launch service
providers, any governmental indemnification, and the insurance
obtained by Buyer as provider by ARTICLE 21, INSURANCE.
B. Seller shall not be liable to Buyer, customers of Buyer or their
customers for any damages resulting from any loss, destruction,
degradation or failure of the Space System or its subsystems to
operate satisfactorily. Buyer agrees to enter into suitable
agreements with its customers to effect the foregoing limitation of
Seller's liability and agrees to indemnify and hold harmless Seller,
its directors, officers, agents, subsidiaries, servants, contractors
and employees against the unenforceability of any such limitation or
Owner's customer's failure to secure such limitation of liability
provisions in agreements with their customers.
C. Each party shall indemnify the other for and hold it harmless from
any liability, loss or damage suffered by the other party resulting
from the failure of such party to comply with its obligations under
this Contract to waive or to cause its contractors and subcontractors
at any tier (including suppliers of any kind) to make no claims under
this Contract.
ARTICLE 21. INSURANCE.
A. Seller shall procure and maintain during performance of this Contract
Worker's Compensation Insurance covering all employees of Seller
performing any work hereunder in statutory amounts; provided,
however, that Seller may maintain self-insurance program in lieu of
Worker's Compensation Insurance if authorized and qualified to do so
pursuant to statutory authority.
B. Buyer shall procure and maintain during performance of this Contract,
at its sole cost and expense, comprehensive general liability
insurance in an amount no less than $500,000,000 (U.S.) covering
Buyer's indemnification obligations under ARTICLE 20,
INDEMNIFICATION, on such terms and conditions and with such insurers
acceptable to Seller, and, which insurance shall name Seller, its
contractors and subcontractors as additional insureds. Buyer shall
furnish Seller with a waiver of its insurance carrier's rights of
subrogation, and, with respect to the insurance obligations under
this Article, such insurance shall also provide that the insurers
shall give thirty (30) days notice to Seller prior to the effective
date of cancellation or
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IRIDIUM Space System Contract
termination of such insurance. To the extent insurance is provided
for Seller's benefit by its launch service provider (s), in
connection with any third party liability arising from provision of
the launch services, Seller agrees to use its best efforts to add
Buyer as an additional insured to such insurance, and in such event,
the insurance provided herein will be secondary coverage to the
extent such insurance from Seller's launch service providers (s) and
any indemnification provided by the U.S. Government, any other
Government, and any launch service provider covers the same third
party liability risks.
ARTICLE 22. EXPORT REGULATIONS.
Neither party shall export, directly or indirectly, any information or
technical data disclosed under this Contract to any individual or country which
the U.S. government at the time of export requires an export license or other
government approval without first obtaining such license or approval. The
parties recognize that Buyer may be comprised of individuals or entities for
which Buyer must ensure no disclosure of technical data unless and until Buyer
obtains appropriate export licenses from the U.S. Government.
ARTICLE 23. DEFAULT BY SELLER.
A. Buyer may, by written notice of default sent by registered letter to
Seller, terminate this Contract for cause upon the occurrence of any
of the following circumstances:
1. if Seller fails to make delivery and complete this Contract
within twelve (12) months of the scheduled completion date of
the final milestone (as may be adjusted under this Contract);
or,
2. if Seller fails to complete Milestone Number 22 within twelve
(12) months of its scheduled completion date (as may be
adjusted under this Contract); or,
3. if Seller fails to perform any of the other material
provisions of this Contract or fails to timely complete one
or more of the milestones so as to prevent completion of the
Final Milestone of this Contract within twelve (12) months of
the scheduled date (as may be adjusted under this Contract)
in accordance with its terms as established by clear and
convincing evidence, and in either of these two circumstances
does not act to commence correction of such failure within a
period of thirty (30) days (or such longer period as Buyer
may authorize in writing) after receipt of notice from Buyer
specifying such failure.
B. If this Contract is terminated as provided in this Article, Seller
shall:
1. at Buyer's expense, deliver to Buyer all hardware, drawings
and other technical data associated with the Space System
developed as part of the performance of the completed
milestones of the Contract along with appropriate
intellectual property licenses to the intellectual property
embodied in such hardware, drawings and other technical data
to use, make and have made such items to the extent it is
permitted to do so by third parties. The licenses to be
granted shall exclude intellectual property rights associated
with all manufacturing
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IRIDIUM Space System Contract
process technology, ISU's, MXU's, Gateways and any
terrestrial cellular networks and components; and
2. at Buyer's expense, protect and preserve property in the
possession of Seller in which Buyer has an interest; and,
3. be paid the Contract price for all completed milestones; and,
4. subject to ARTICLE 26, LIMITATION OF LIABILITY, pay to Buyer
all reasonable costs to have this Contract completed by
another responsible contractor, to the extent such costs
exceed the total amount which Buyer would have had to pay
Seller for this Contract had Seller completed the Contract as
required; provided, however, that Buyer enters into a
Contract with a responsible contractor to complete the
terminated effort within one (1) year of notification of
termination for default.
5. if Seller has not transferred the approvals, permits, and
licenses as provided in Paragraph H of ARTICLE 18, PERMITS
AND LICENSES, the Seller will continue to operate the System
Control Segment Facilities, if completed, (but, not to
replace space vehicles in the Constellation or upgrade the
hardware or software of the System Control Segment) to permit
Buyer time to obtain a successor operator for a period not to
exceed thirty (30) days at no cost to Buyer. Buyer and
Seller may agree to extend this thirty day period at a price
and on such terms as are mutually acceptable to the parties.
C. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY THE
REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE TO
WHICH BUYER IS ENTITLED IN THE EVENT OF SELLER'S DEFAULT (I.E.
BREACH), AND SELLER SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR LOST
REVENUES.
D. If, after the Buyer gives Seller notice of default it is determined
for any reason that the Seller was not in default under the
provisions of this Article, or that the delay was excusable under the
provisions of ARTICLE 11, EXCUSABLE DELAYS, the rights and
obligations of the parties shall be the same as if Buyer defaulted in
the performance of its obligations under this Contract as provided by
ARTICLE 24, DEFAULT BY BUYER.
ARTICLE 24. DEFAULT BY BUYER.
A. Seller may, by written notice of default sent by registered letter to
Buyer, terminate this Contract for cause upon the occurrence of any
of the following circumstances:
1. if Buyer fails to make timely payments as required by Exhibit
A and Article 5 herein and does not make any such required
payment within five (5) days after notice from Seller; or,
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IRIDIUM Space System Contract
2. if Buyer fails to perform any other obligation which it is
required to perform pursuant to this Contract and Buyer does
not act to commence correction of such failure within (30)
days after notice of such failure is received from Seller.
B. If this Contract is terminated pursuant to this Article, Buyer shall:
1. pay to Seller, the full amounts of anticipated and reasonable
profits Seller could have earned had it been permitted to
complete this Contract; and,
2. assign to Seller all licenses of Buyer to use frequency
allocations in any country to the fullest extent permitted by
law; and,
3. return to Seller all documentation and technical data
previously delivered to Buyer by Seller; and,
4. pay to Seller the portion of the prices for all partially
completed milestones based upon actual work performed by
Seller towards completion of such milestones; and,
5. pay to Seller all of Seller's cost of stopping the work under
the Contract including its costs or terminating subcontracts
and purchase commitments; and,
6. immediately pay to Seller all payments for milestones
completed on or before the date of such default by Buyer as
provided by Exhibit A.
C. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE TO
WHICH SELLER IS ENTITLED IN THE EVENT OF BUYER'S DEFAULT, AND EXCEPT
AS PROVIDED ABOVE, BUYER SHALL HAVE NO LIABILITY FOR SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR
LOST REVENUES.
ARTICLE 25. TERMINATION FOR CONVENIENCE.
A. Except as specifically provided by this Article, this Contract may
not be terminated by either party for its own convenience and without
cause. Terminations for Cause shall be governed by ARTICLE 23,
DEFAULT BY SELLER and ARTICLE 24, DEFAULT BY BUYER above.
B. Buyer may terminate this Contract at any time without reason or cause
by providing written notice of such termination to Seller. In the
event Buyer issues such a termination notification to Seller, this
Contract shall terminate effective upon receipt of such notice by
Seller. Upon such termination, the parties shall have the follow
rights and responsibilities and shall undertake to discharge them in
a prompt manner:
1. Seller's Rights and Responsibilities:
a. Seller shall be entitled to received, from Buyer:
full payment for all milestones completed on or
prior to the effective date of such termination;
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IRIDIUM Space System Contract
the portion of the prices for all partially
completed milestones based upon the actual work
performed toward completion of such milestones
through the effective date of such termination;
Seller's costs of stopping all work under this
Contract including its costs of terminating all
subcontracts and purchase commitments; and, a fair
and reasonable profit based upon the foregoing
items. Buyer shall pay Seller such amounts within
thirty (30) days after receipt of Seller's invoice
therefor.
b. Seller shall be relieved of all other obligations
contained in this Contract except for its obligation
to not use or disclose Buyer's proprietary
information except in accordance with ARTICLE 27,
DISCLOSURE AND USE OF INFORMATION BY PARTIES.
2. Buyer's Rights and Responsibilities:
a. Buyer shall pay Seller: the full payment for all
milestones completed on or prior to the effective
date of such termination; the portion of the prices
for all partially completed milestones based upon
the actual work performed toward completion of such
milestones through the effective date of such
termination; Seller's costs of stopping all work
under this Contract including its costs or
terminating all subcontracts and purchase
commitments; and, a fair and reasonable profit based
upon the foregoing items. Buyer shall pay seller
such amounts within thirty (30) days after receipt
of Seller's invoice (s) therefor.
b. Buyer shall be relieved of all other obligations
contained in this Contract except for its obligation
to not disclose or use the Seller's proprietary
information except in accordance with ARTICLE 27,
DISCLOSURE AND USE OF INFORMATION BY PARTIES.
ARTICLE 26. LIMITATION OF LIABILITY.
A. IN NO EVENT SHALL SELLER BE LIABLE, WHETHER IN CONTRACT, TORT OR
OTHERWISE, FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFIT OR REVENUES.
B. FURTHERMORE, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL SELLER BE
LIABLE TO BUYER IN AN AMOUNT IN EXCESS OF $100,000,000 (U.S.) FOR ANY
AND ALL COSTS, DAMAGES, CLAIMS OR LOSSES WHATSOEVER ARISING OUT OF OR
RELATED TO THIS CONTRACT OR ANY OTHER CONTRACT REFERRED TO IN ARTICLE
30 HEREOF OR EXECUTED BETWEEN BUYER AND SELLER IN CONNECTION WITH THE
IRIDIUM COMMUNICATIONS SYSTEM, OR ANY PROVISION HEREUNDER OR
THEREUNDER WHETHER PURSUED AS A BREACH (I.E. DEFAULT) OF THE CONTRACT
OR AS A TORT OR OTHER CAUSE OF ACTION AND WHETHER ACCRUING BEFORE OR
AFTER COMPLETION OF ALL THE WORK REQUIRED TO BE PERFORMED UNDER THIS
CONTRACT.
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IRIDIUM Space System Contract
ARTICLE 27. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES.
A. "Proprietary Information" is defined as information which the
disclosing party at the time of disclosure identifies in writing as
Proprietary Information by means of a proprietary legend, marking,
stamp or other positive written notice identifying the information to
be proprietary. In order for information disclosed orally or
visually by a party to this Contract to be Proprietary Information
protected hereunder, the disclosing party shall identify the
information as proprietary at the time of the disclosure and, within
thirty (30) days after such oral or visual disclosure, reduce the
subject matter of the disclosure to writing, properly stamped with
the proprietary legend, marking, stamp or other positive written
notice and submit it to the receiving party.
B. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Seller disclosed hereunder to Buyer may
only be used by Buyer for monitoring the progress of the performance
of this Contract by Seller.
C. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Buyer disclosed hereunder to Seller may
only be used by Seller in performance of the work specified in this
Contract.
D. It is agreed that for a period of ten (10) years following the
receipt of Proprietary Information, the receiving party will use such
information only for the purpose(s) provided in Paragraphs B and C
above as applicable and shall take reasonable efforts to preserve in
confidence such Proprietary Information and prevent disclosure
thereof to third parties. Each of the parties agree that it will use
the same reasonable efforts to protect the other's Proprietary
Information as are used to protect its own but will at least use
reasonable care. Disclosures of such information shall be restricted
to those individuals directly participating in the efforts provided
in Paragraphs B and C above who have a need to know such information,
and, who have been made aware of and consent to abide by the
restrictions contained herein concerning the use of such information.
E. The obligation to protect Proprietary Information, and the liability
for unauthorized disclosure or use of Proprietary Information, shall
not apply with respect to such information which is now available or
becomes available to the public without breach of this Contract;
information lawfully received without restrictions from other
sources; information known to the receiving party prior to disclosure
not subject to a separate non-disclosure obligation; information
published or disclosed by the disclosing party to others, without
restriction; information developed by the receiving party independent
of and without use of the information disclosed by the disclosing
party; or, information for which further use of disclosure by the
recipient is authorized in writing by the disclosing party; or
information required to be disclosed to any persons involved in
insuring risks hereunder.
ARTICLE 28. PUBLIC RELEASE OF INFORMATION.
Except as otherwise provided by ARTICLE 27, DISCLOSURE AND USE OF INFORMATION
BY THE PARTIES, during the term of this Contract, either party, its
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IRIDIUM Space System Contract
affiliates, subcontractors, employees, agents and consultants may release items
of publicity of any kind, including, without limitation, news releases,
articles, brochures, advertisements, prepared speeches, external company
reports or other information releases, related to the work performed hereunder,
including the denial or confirmation thereof. Each party shall provide a copy
of such publicity items to the other and shall endeavor to provide such copies
prior to their actual release to the public. Notwithstanding the foregoing,
however, neither party may disclose the specific terms and conditions of this
Contract without the prior approval of the other party except for such
disclosures required by law or as a part of the Private Placement Memorandum
issuance.
ARTICLE 29. ASSIGNMENT.
Neither party shall assign or delegate this Contract or any of its rights,
duties, or obligations thereunder to any other person without the prior express
written approval of the other party except that Buyer agrees that Seller may
assign this Contract to any subsidiary or successor corporation of Seller.
Nothing contained in this Article shall restrict Seller from subcontracting
work or procuring parts/materials or services in the ordinary course of
performance of this Contract; nor shall it restrict Buyer from assigning any
right, title or interest it may have in any items delivered by Seller
hereunder, solely to secure financing for the IRIDIUM Communications System.
ARTICLE 30. RELATIONSHIP WITH OTHER AGREEMENTS.
The following agreements executed simultaneously on or after this Contract
relate to the effort described herein. The rights and responsibilities of the
parties within each of these related agreements is set forth within each such
separate and independent agreement.
A. OPERATIONS AND MAINTENANCE CONTRACT: The Operations and Maintenance
Contract (O&M Contract) covers the operation and maintenance of the
entire IRIDIUM Space System and the network management associated
with the gateways. The five (5) year period contemplated by the O&M
Contract begins immediately upon completion of this IRIDIUM Space
System Contract. Generally the work required includes the
replacement of individual spacecraft of the Constellation as
necessary to maintain the performance and reliability levels
specified for the Space System. This Contract, however, does not
include the development, sale, operation or maintenance of the
gateways themselves.
B. ENGINEERING ASSISTANCE AGREEMENT: This contract is intended to
provide engineering assistance and other services by Seller to Buyer
in excess of the effort included in the scope of the O&M Agreement
and this Space System Contract. Such services could include the
system engineering design assistance in evaluating the utility of an
enhanced design for the second or replacement Space System.
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IRIDIUM Space System Contract
ARTICLE 31. SALE OF OTHER SYSTEMS
Subject to Buyer's complete and timely performance of all of its obligations
hereunder, Seller agrees not to produce for itself or others a similar
satellite-based space system of a global communication system for commercial
use without Buyer's prior written approval. This obligation shall cease as of
July 31, 2003 or the termination date of this contract, whichever is earlier.
This obligation, however, shall not be construed to prohibit Seller from
designing, developing, or selling a similar space-based non-global commercial
system, a non-commercial communications system, a commercial non-communication
system, nor a space-based communication system to the United States or other
governmental body in any country for military or defense communication
purposes, nor individual spacecraft for any purpose.
ARTICLE 32. NOTICES.
All correspondence, including notices, reports and documentation deliverables,
to be provided to Buyer or Seller under this Contract shall be sent to Buyer or
Seller as follows:
<TABLE>
<S> <C> <C> <C>
Buyer: Iridium LLC Seller: Motorola, Inc.
Address: 1401 H Street N.W. Address: 2501 S. Price Rd.
Suite 800 Chandler, AZ 85248
Washington, DC 20005
Attn: Robert R. Call Attn: Walter R. Rhodes
Director, Commercial Director, Contractual
Relations Alliances
Satellite Communications
M/D/G1214
Phone: (202) 362-5648 Phone: (602) 732-2634
FAX: (202) 842-0006 FAX: (602) 732-2542
</TABLE>
ARTICLE 33. AUTHORIZED REPRESENTATIVES.
The only representatives of Buyer and Seller authorized to make changes to this
Contract and to sign contractual documents are:
Buyer: Seller:
Edward F. Staiano Durrell L. Hillis
F. Thomas Tuttle Bary Bertiger
Mark Borota
Either party may change its aforementioned representatives at any time by
providing written notice to the other party.
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IRIDIUM Space System Contract
ARTICLE 34. EXHIBITS.
The following Exhibits are attached hereto and hereby incorporated as part of
this Contract by reference as if fully set forth within this Contract:
Exhibit A - Milestone Performance and Payment Schedules
Exhibit B - Statement of Work
Exhibit C - Acceptance Plan
ARTICLE 35. ORDER OF PRECEDENCE.
In the event of any inconsistency among or between the parts of this Contract,
such inconsistency shall be resolved by giving precedence in the order of the
parts as set forth below:
1. Contract Articles
2. Milestone Performance and Payment Schedules (Exhibit A)
3. Acceptance Plan (Exhibit C)
4. Statement of Work (Exhibit B)
5. Other contracts or documents referred to in any of the preceding
parts of this Contract.
ARTICLE 36. APPLICABLE LAW.
This Contract and any dispute arising under or in connection with this
Contract, including any action in tort, shall be construed in accordance with
and governed by the laws of the State of Arizona except for its choice of laws
rules. Venue for any dispute not resolved by the parties shall be in Arizona
except for its choice of laws rules.
Seller and Buyer will attempt to settle any claim or controversy arising out of
it through consultation and negotiation in good faith and a spirit of mutual
cooperation. If those attempts fail, then the dispute will be mediated by a
mutually-acceptable mediator to be chosen by Seller and Buyer within forty-five
(45) days after written notice by one of us demanding mediation. Neither party
may unreasonably withhold consent to the selection of a mediator, and Seller
and Buyer will share the costs of the mediation equally. By mutual agreement,
however, the parties may postpone mediation until they have each completed some
specified but limited discovery about the dispute. The parties may also agree
to replace mediation with some other form of alternative dispute resolution
(ADR), such as neutral fact-finding or a minitrial.
Any dispute which is not resolved by the parties through negotiation, mediation
or other form of ADR within six (6) months of the date of the initial demand
for it by either party, may then be submitted to the courts within Arizona for
resolution. The use of any ADR procedures will not be construed under the
doctrines of laches, waiver or estoppel to affect
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IRIDIUM Space System Contract
adversely the rights of either party. And nothing in this section will prevent
either party from resorting to judicial proceedings if (a) good faith efforts
to resolve the dispute under these procedures have been unsuccessful or (b)
interim relief from a court is necessary to prevent serious and irreparable
injury to one party or to others.
ARTICLE 37. ENTIRE AGREEMENT.
This Contract constitutes the entire agreement between the parties and
supersedes all prior understandings, commitments, and representations with
respect to the subject matter including the IRIDIUM Space System Contract
signed by the parties on September 11, 1991 which is now null and void. This
Contract may not be amended or modified except as provided by ARTICLE 10,
CHANGES; nor may it be terminated except as provied by ARTICLE 23 OR 24; and
none of its provisions may be waived, except by a writing signed by an
authorized representative of the party against which the waiver is sought to be
enforced. The paragraph headings herein shall not be considered in
interpreting the text of this Contract. In the event any part of this Contract
is declared legally invalid or unenforceable by an authorized judicial body,
such part of this Contract shall be ineffective to the extent of such
invalidity or unenforceability and shall not affect the remaining provisions of
this Contract unless such declaration affects ARTICLE 20, INDEMNIFICATION, or
ARTICLE 26, LIMITATION OF LIABILITY. In such case, this Contract shall be
declared terminated as of the date of such judicial decision and the parties
shall have only the following rights and responsibilities:
1. Seller's Rights and Responsibilities:
a. Seller shall be entitled to have received all payments for
completed milestones due in accordance with Exhibit A, as of
the termination date; and,
b. Seller shall be relieved of all other obligations contained
in this Contract except for its obligation to not use or
disclose Seller's proprietary information except in
accordance with ARTICLE 27, DISCLOSURE AND USE OF INFORMATION
BY PARTIES.
2. Buyer's Rights and Responsibilities:
a. Buyer shall pay Seller all payments for completed milestones
in accordance with the Payment Schedule as of the termination
date, but shall be relieved of any further payment
obligations under this Contract after the termination date;
and,
b. Buyer shall be relieved of all other obligations contained in
this Contract except for its obligation to not use or diclose
Seller's proprietary information except in accordance with
ARTICLE 27, DISCLOSURE AND USE OF INFORMATION BY PARTIES.
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IRIDIUM Space System Contract
ARTICLE 38. EFFECTIVE DATE.
The term Effective Date of this Contract (EDC), as used in this Contract shall
mean the 29th day of July, 1993.
IN WITNESS WHEREOF, the parties hereto have executed this Contract consisting
of this and the preceding 32 pages and the Exhibits referenced therein.
MOTOROLA, INC. IRIDIUM LLC
- -------------- -----------
By: /s/ BARRY BERTIGER By: /s/ JERROLD D. ADAMS
------------------------------- ------------------------------
Name: Barry Bertiger Name: Jerrold D. Adams
----------------------------- ----------------------------
Corporate Vice President President and Chief
Title: and General Manager Title: Operating Officer
---------------------------- ---------------------------
Date: Date:
----------------------------- -----------------------------
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IRIDIUM Space System Contract
EXHIBIT A
<TABLE>
<CAPTION>
Milestone Scheduled $ Amount Due
Number Description* Completion Date** (U.S. Dollars)
- -------- ------------ ----------------- ------------------
<S> <C> <C> <C>
N/A Down Payment (1st increment) 07/29/93 $ 75,000,000
--------------
N/A Down Payment (2nd increment) 09/29/93 $ 100,000,000
--------------
N/A Down Payment (3rd increment) 11/29/93 $ 100,000,000
--------------
1 Main Mission Antenna PDR (5.1) 01/29/94 $ 20,000,000
--------------
2 Communications Module PDR (5.2) 02/28/94 $ 20,000,000
--------------
3 Space Vehicle Manufacturing Plan 03/29/94 $ 20,000,000
(5.3) --------------
4 Earth Terminal SCS PDR (5.4) 04/29/94 $ 20,000,000
--------------
5 Earth Terminal Controller SCS PDR (5.5) 05/29/94 $ 20,000,000
--------------
6 System Control Segment PDR (5.6) 07/29/94 $ 21,000,000
--------------
7 Earth Terminal SCS CDR (5.7) 08/29/94 $ 50,000,000
--------------
8 Earth Terminal Controller SCS CDR (5.8) 09/29/94 $ 50,000,000
--------------
9 Communications Module CDR (5.9) 10/29/94 $ 50,000,000
--------------
10 System Control Segment CDR (5.10) 11/29/94 $ 50,000,000
--------------
11 Main Mission Antenna CDR (5.11) 12/29/94 $ 50,000,000
--------------
12 Space System CDR (5.12) 01/29/95 $ 65,000,000
--------------
13 SCC Construction Complete (5.13) 02/28/95 $ 70,000,000
--------------
14 Space Vehicle Test Plan (5.14) 03/29/95 $ 80,000,000
--------------
15 Space System Ops Plan (5.15) 04/29/95 $ 80,000,000
--------------
16 Main Mission Antenna Qual Model Test 05/29/95 $ 87,000,000
(5.16) --------------
17 Space Vehicle Bus Qual Test Complete 07/29/95 $ 80,000,000
(5.17) --------------
</TABLE>
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IRIDIUM Space System Contract
<TABLE>
<CAPTION>
Milestone Scheduled $ Amount Due
Number Description* Completion Date** (U.S. Dollars)
- -------- ------------ ----------------- ------------------
<S> <C> <C> <C>
18 Space Vehicle Qual Model Assembly Complete 08/29/95 $ 80,000,000
(5.18) --------------
19 Space System DT&E Test Readiness Review 10/29/95 $ 80,000,000
(5.19) --------------
20 Space Vehicle Supplier PRR (5.20) 11/29/95 $ 90,000,000
--------------
21 SCC Ready For OT&E Test (5.21) 12/29/95 $ 90,000,000
--------------
22 Space Vehicle Qual Test (5.22) 01/29/96 $ 90,000,000
--------------
23 TTAC West Construction Complete (5.23) 02/29/96 $ 90,000,000
--------------
24 Space System Multiple SV DT&E Test Report 05/29/96 $ 106,000,000
(5.24) --------------
25 SCC and TTAC Integration & Test (OTE) 07/29/96 $ 100,000,000
Complete (5.25) --------------
26 SCC and TTAC Ready To Support First Launch 09/29/96 $ 100,000,000
(5.26) --------------
27 Preliminary Satellite Subscriber Unit 10/29/95 $ 0
Interface Specification (5.27) --------------
28 Space System OT&E Test Readiness Review 11/29/96 $ 100,000,000
(5.28) --------------
29 ATP Procedures (5.29) 12/29/96 $ 100,000,000
--------------
30 Initial Launch (5.30) 01/29/97 $ 100,000,000
--------------
31 Initial Launch Test Data Report (5.31) 03/29/97 $ 100,000,000
--------------
32 Step I of Table 3.7.1 (5.32) 04/29/97 $ 75,000,000
--------------
33 Final Test Report (Launch #1) (5.33) 05/29/97 $ 82,000,000
--------------
34 Step II of Table 3.7.1 (5.34) 07/29/97 $ 75,000,000
--------------
35 Step III of Table 3.7.1 (5.35) 08/29/97 $ 70,000,000
--------------
</TABLE>
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IRIDIUM Space System Contract
<TABLE>
<CAPTION>
Milestone Scheduled $ Amount Due
Number Description* Completion Date** (U.S. Dollars)
- -------- ------------ ----------------- ------------------
<S> <C> <C> <C>
36 MCF Construction Complete (5.36) 09/29/97 $ 50,000,000
--------------
37 Satellite Subscriber Unit Interface 10/29/96 $ 150,000,000
Specification (5.37) --------------
38 Space Node Test Report (5.38) 11/29/97 $ 25,000,000
--------------
39 Step IV of Table 3.7.1 (5.39) 12/29/97 $ 75,000,000
--------------
40 BCF Integration & Test Complete (5.40) 01/29/98 $ 25,000,000
--------------
41 MCF Integration & Test Complete (5.41) 02/28/98 $ 25,000,000
--------------
42 Step V of Table 3.7.1 (5.42) 03/29/98 $ 75,000,000
--------------
43 BCF Fully Operational (5.43) 05/29/98 $ 44,000,000
--------------
44 Step VI of Table 3.7.1 (5.44) 06/29/98 $ 75,000,000
--------------
45 SCS Fully Operational (5.45) 07/29/98 $ 45,000,000
--------------
46 Step VII of Table 3.7.1 (5.46) 08/29/98 $ 75,000,000
--------------
47 Completion of Test Plan (FOC) (5.47) 09/23/98 $ 150,000,000
--------------
</TABLE>
* Except as specified otherwise, the paragraph referenced in parenthesis beside
the description of each milestone refers to the applicable provision of the
Statement of Work, Exhibit B.
** The dates shown in the column titled "Scheduled Completion Date" are those
dates as of the Effective Date of this Contract and are subject to adjustment
as provided by ARTICLE 11, EXCUSABLE DELAYS, of the Contract.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
1.0 SCOPE
This Statement of Work (SOW) describes the specific effort associated with
the Space System Contract. This effort includes only the following items:
1) Design, Development, Production, Construction, and all work necessary
to Deliver the Space System as described in the Milestones specified
in Section 5 of this SOW. The specifications for the Design of the
Constellation are provided in Section 3 of this SOW. The
specifications for the Design of the System Control Segment are
provided in Section 4 of this SOW.
2) Development and Delivery of the Space Systems Operations Plan that
will define the plan for the operation and control of the IRIDIUM
Communications System.
3) Design, Development, and Delivery of the Satellite Subscriber Unit
(Voice) Interface Specification; and design, development, and
availability of the Mobile Exchange Unit (MXU) Interface
Specification, Gateway Interface Specification, and Paging Unit
Interface Specification.
4) Operation of the Space System in accordance with the Space System
Operations Plan. Concurrently, seller will begin collecting data for
and reporting Average Actual Service Provided as described in
Statement of Work Exhibit B, Section 6 commencing 90 days prior to
anticipated Full Operational Capability (FOC) or at a mutually agreed
upon date.
To the extent the Space System Contract specifications require the Space
System to have the capability of a specific performance characteristic
unless the specifications provide a specific magnitude of capability, the
Seller's determination of the magnitude of the Space System's capability of
such performance characteristic shall be conclusive and final.
To facilitate the reader's understanding of the requirements presented in
this document, explanatory notes are provided where appropriate. These
notes are not requirements, but are intended to provide additional
information and/or background rationale. Such data is presented in an
italic type font.
2.0 GENERAL
The IRIDIUM Space System is a constellation of satellites and its
associated control elements primarily intended to provide commercial,
mobile voice and subscriber data service via IRIDIUM Subscriber Units to
subscribers throughout the world. It is composed of a Space Segment and a
System Control Segment (SCS). The Space System provides IRIDIUM services
in conjunction with a Gateway Segment and a Subscriber Unit Segment which
are specified elsewhere.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
The Space System provides a worldwide communications service for voice and
subscriber data between any two IRIDIUM Subscriber Units (ISUs) as well as
between any IRIDIUM Subscriber Unit and a local PTT (Postal, Telegraph and
Telephone) customer.
This worldwide personal communications service is designed to support
portable, low power subscriber units through the use of a constellation of
small satellites in low earth polar orbits. The satellites are networked
together to form a system which provides continuous line-of-sight (LOS)
communications between the IRIDIUM System and any point within
approximately 30 km of the earth's surface.
The Space System is composed of the Constellation of satellites, the system
control facilities, and the communications links which interconnect these
elements. Additionally, Gateways operated by private owners play a vital
role in the provision of communications services to subscribers.
To support service between ISUs and local PTT customers the Gateways
provide the interface with the Public Switched Telephone Networks (PSTN) of
the host countries PTTs. Each ISU is recorded in a home location register
which maintains its last known location and registration/service records
used for subscriber validation prior to placement of a call. This Gateway
interfaces with the ISU's billing service. The Gateway also contains a
visitor location register which maintains a record of all ISUs currently in
its service area regardless of where they are registered. Subject to
possible government restrictions, an ISU may be carried and used to
communicate anywhere in the world.
IRIDIUM Space Vehicles will be launched by Expendable Launch Vehicles
(ELV). During launch operations, status of both the Launch Vehicle and the
Space Vehicle(s) are monitored by the launch control facility. The Launch
Vehicle will place the Space Vehicle in a parking orbit, in which the SV
deploys its solar panels and antennas.
Following the Space Vehicle's separation from the Launch Vehicle, control
of the Space Vehicle will be handed over to the SCS. After computing the
transfer maneuvers required to move the Space Vehicle from the actual
parking orbit attained to its mission orbit, the SCS will generate and
transmit the commands which will implement the maneuvers.
The SCS monitors and controls all elements of the Space System. It
receives and processes health and status telemetry data from all IRIDIUM
Space Vehicles, status data from each Gateway, and call loading data for
each node and link in the Network.
The SCS has a communications link with the launch control facility to
obtain the data necessary to initially acquire the SV. The SCS monitors
the Space Vehicle as it leaves its parking orbit and acquires its mission
orbit. Until the Space Vehicle is fully operational, communications with
the Space Vehicle will utilize a secondary communications subsystem rather
than the primary feeder links. Once the Space Vehicle has completed the
deployment sequence, the feeder links between it and the Gateways and other
Space Vehicles may be established.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
Prior to turning the Space Vehicle over for the IRIDIUM Mission Operations,
a full set of on orbit tests are run to validate operational readiness.
These tests exercise all systems required for successful operation of the
Space Vehicle and all functions used in Mission Operations. The SCS will
provide the command functions required for maintaining control of the
IRIDIUM Constellation.
When a Space Vehicle is no longer able to support mission operations,
either because it has reached the end of its expendables or because of
equipment degradation/failure, it will be commanded to de-boost by the SCS
and the Constellation reconstituted with a replacement Space Vehicle. In
the case where all normal communications have failed, the SV secondary
communications subsystem will be used to safely de-boost the Space Vehicle
using a stored command sequence which is initiated by the SCS.
The command and control of the Space System is driven by two operations
planning functions: on-line routine traffic loading projections to identify
potential problems and off-line predictions of "what-if" responses to
perturbations. The on-line planning routinely projects performance forward
in time, notifying operators when potential problems are foreseen. The
off-line planning tools are used by network operators to choose the best
times to perform required reconfigurations and design automatic system
responses to unanticipated failures. The SCS will also have analysis tools
which allow operators to design and execute reconfiguration commands to
mitigate or eliminate anticipated future problems and to analyze the impact
of expanded capacity and/or increased capability.
An ISU-to-ISU call is used as an example to describe the process of placing
an IRIDIUM call. In this example, ISU 1 (which is already registered)
calls ISU 2 and both units are initially in the STANDBY Mode, i.e., they
have both reported their current location to the System and are ready to
send or receive a call. ISU 1 is at its registered location, "Home", on a
private island in the Caribbean while ISU 2 is a portable unit currently
away from its London "Home" on a ranch in the Andean foothills of
Argentina. Although locations have been assumed for purposes of this
example, both units could be located anywhere on the earth's surface either
in or out of their Home areas and there would be no difference in the
scenario described.
To initiate the call, Subscriber 1 enters ISU 2's IRIDIUM phone number via
the ISU's key pad and presses "send" to access the network. ISU 1 then
automatically uploads its own phone and registration numbers as well as the
number being called. The Space Vehicle sends the information received from
ISU 1 to its home Gateway. This Gateway is the controlling Gateway for the
call. The Gateway determines that the called party is an ISU and uses its
visitor location register to validate ISU registration. In contacting the
England Gateway, it determines that ISU 2's registration is valid and that
its last known location is in Argentina. Since both units' registrations
were successfully validated, call placement continues. ISU 2's last known
location is relayed via the network to the controlling Gateway which
determines the initial destination. A ring alert is sent to ISU 2. When
ISU 2 is answered, an acknowledgement signal is sent through the network,
the channel is totally engaged and the conversation occurs, i.e., the call
enters a "steady state" mode. When the call is disconnected, the caller,
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
destination, and start and stop times of the call are relayed (call image)
by the controlling Gateway to both home location registers and output by
their respective Gateways to the appropriate billing entity. The call is
also included in the billing summary sent by the Servicing Gateway to the
SCS.
If the called ISU is not near its last known location, that is, it does not
respond to the ring-alert at its last known location, a limited area
ring-alert is performed. If there is still no response, a message is
transmitted to the calling party informing them that the called party has
not responded.
The procedure is basically the same if a PTT customer is at one end of the
call instead of an ISU, but involves the Gateway servicing that PTT.
Because the IRIDIUM antenna beams projected onto the earth by the Space
Vehicles in the IRIDIUM Constellation move rapidly relative to the
subscribers, calls may be handed off from antenna beam-to-antenna beam and
from SV-to-SV during a call. Handoff is transparent to the subscribers at
both ends of the call and may be performed several times during a normal
call.
2.2 FUNCTIONAL DESCRIPTION
The Space System consists of the Constellation, or Space Segment and its
associated control element, the System Control Segment. There are also
Gateway and Subscriber segments being developed to support the Space
System. Each segment is briefly described in the following sections.
2.2.1 SPACE SEGMENT
The IRIDIUM Space Segment is defined to be multiple units of a
satellite design which will populate the IRIDIUM Constellation. Each
Space Vehicle is a network node orbiting the earth in a circular
polar orbit. Each SV is a three-axis stabilized satellite which
integrates the structure and subsystems required to perform IRIDIUM
space-based communications routing and control functions, maintain
Space Vehicle operations and provide communications service for the
ISUs.
Each Space Vehicle includes a nadir pointing subscriber-link main
mission antenna subsystem, feeder-link Gateway/SCS and crosslink
antenna subsystems, a secondary, omni-directional, communications
subsystem and associated communications electronics. The main
mission antenna (MMA) communicates directly with the ISUs. The
Gateway/SCS and crosslink antennas of each Space Vehicle provide the
capability to communicate with Gateway/SCS facilities within its
field of view and neighboring Space Vehicles, respectively.
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2.2.2 GATEWAY SEGMENT
Each gateway is defined to be a node in the network. The
Gateway Segment is defined to be the collection of gateway nodes. A
gateway communicates with ISUs, other gateways and the SCS via the
Constellation and is the System's interface to the local PSTN.
Secondarily, it communicates with the SCS via existing commercial
communications links.
The gateway determines the initial routing cues for all calls
originating in the local PTTs that it services and by ISUs, home or
visiting, which it is currently servicing. Each gateway maintains
call detail records and registration information for all ISUs
assigned to it, i.e., for all ISUs contained in its home location
register. For each call involving one of its assigned ISUs, it
either directly verifies ISU registration or sends registration
information to the Gateway controlling the call, and it records all
pertinent call detail data. It supplies this data to the appropriate
billing office and summary data to the SCS.
Each gateway has a minimum of two antennas; one operates with the
Space Vehicle with which it is currently communicating, while the
other establishes the link to the next Space Vehicle with which it
will communicate.
2.2.3 SYSTEM CONTROL SEGMENT
The System Control Segment is defined to consist of a Master Control
Facility, a Backup Control Facility, and Telemetry, Tracking and
Command (TTAC) sites. The SCS monitors, manages and controls all
elements of the Space System. The primary linkage between the SCS,
the Constellation, and gateways is via the feeder link network. A
secondary linkage to each gateway exists via existing commercial
communication links. The SCS tests all network links and
reconfigures the network as necessary. The SCS components will be
placed in geographic locations determined appropriate by Motorola. As
of the effective date of this contract, Motorola plans to locate the
MCF in the United States and the BCF in Italy subject to all
necessary governmental authorizations and acceptable contract
negotiation results. During initial deployment of the Constellation
and until necessary components of the SCS become operational, the
functions of the MCF will be performed by the SATCOM Control Center
(SCC).
The SCS receives each SV's telemetry and provides the commands
required for maintaining control of the Constellation. The SCS
monitors and manages each gateway's health and status, receives
reports from the gateways, and provides data to the gateways to
support operations. The SCS also monitors and manages the health and
status of its own subsystems.
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2.2.4 SUBSCRIBER SEGMENT
The Subscriber Segment consists of several types/configurations of
subscriber equipment, any one of which, with proper registration and
status, is all that is needed by an individual subscriber to utilize
the communications service. Each ISU controls unit operation,
transmits/receives single channel subscriber-link data, converts the
data to/from voice, receives subscriber-link signals from potential
handoff antenna beam(s), chooses the best handoff options and
determines its own location.
2.3 GLOSSARY OF TERMS
AVAILABILITY The percentage of time a customer has access to IRIDIUM
communications services.
ANALYSIS Verification by technical or mathematical evaluation using
mathematical representations (i.e., mathematical models, algorithms,
equations), charts, graphs, circuit diagrams, and representative data or
evaluation of previously qualified equipment as determined appropriate by
Seller.
ANTENNA BEAM PATTERN An antenna beam cluster is defined as the pattern an
individual antenna beam projects on the earth's surface.
ANTENNA BEAM CLUSTER An antenna beam cluster is defined as the number of
antenna beams that can be created by a single SV antenna panel.
AZIMUTH Arc of the horizon around an axis on a line from the center of
the earth through the observer, measured clockwise from 0 to 360 degrees
with 0 degrees referenced to true north.
BCF Backup Control Facility. See System Control Segment.
BER Bit Error Rate. The fraction of a sequence of message bits that are in
error.
BLOCKING The inability of the telecommunication system to establish a
connection due to the unavailability of a traffic channel.
CALL IMAGE The information that the Servicing Space Vehicle provides to
the Servicing Gateway that allows the Gateway to prepare a Call Detail
Record.
CALL SETUP The time from the completion of subscriber dialing (following
registration) to ringing of the distant party for ISU to ISU calls, or
delivery of the ringing message to the PSTN for ISU to PSTN calls.
CHANNEL 1) A unique combination of frequency, time and space in which a
unique message may be transmitted.
2) The propagating medium or electromagnetic path connecting the
transmitter and receiver.
CONSTELLATION See ARTICLE 1, DEFINITIONS, of Contract terms and
conditions.
COVERAGE The percentage of the earth's surface geometrically visible from
the constellation as a function of time. See paragraph 3.1.1 herein.
CROSSLINK A radio link between two space vehicles (intersatellite link).
These links are in K-Band on the IRIDIUM System.
CROSSPLANE The crosslink between two co-rotating planes of space
vehicles.
DTOA Differential Time of Arrival.
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DEMONSTRATION Verification as determined appropriate by Seller through
operations, movement, and/or adjustment of the item to show its Go/No-Go
functionality. Compliance with qualitative standards for performance and
functionality will be shown.
EIRP Effective Isotropic Radiated Power. The product of the power
supplied to the antenna and the antenna gain in a given direction relative
to an isotropic antenna. Also known as "absolute" or "true" antenna gain.
EPHEMERIS A set of numbers describing a satellite's orbit which permit
the prediction of the position and velocity of the satellite at any point
in time.
ERLANG The international dimensionless unit of traffic intensity. One
Erlang is the intensity in a traffic path continuously occupied, or in one
or more paths carrying an aggregate traffic of 1 call-hour per hour, 1
call-minute per minute, etc.
EQUIVALENT VOICE CHANNEL The channel capacity required to transport 2400
bps vocoder data.
FEEDER LINK A K-Band radio link between an earth station (gateway or SCS)
and a Space Vehicle, or between Space Vehicles, used to relay MD, MCD, SCD,
and NOD. Subscribers (Users) are not nodes of feeder links.
FRAME A protocol data unit to facilitate simple, reliable, and robust
synchronization procedures for the transport of system data through
communications channels. Frames are delimited by placing sync markers
between their boundaries.
GATEWAY See ARTICLE 1, DEFINITIONS, of Contract terms and conditions.
GATEWAY INTERFACE SPECIFICATION See ARTICLE 1, DEFINITIONS, of Contract
terms and conditions.
GATEWAY LINK A radio (feeder) link between a Gateway Earth Terminal and a
Space Vehicle. These links are in K-Band on the IRIDIUM System.
INPLANE The crosslink between two adjacent co-planar space vehicles.
INSPECTION Verification by visual examination of the item, review of
descriptive documentation, and comparison of the appropriate
characteristics with a predetermined standard to determine conformance to
requirements without the use of special laboratory equipment or procedures
to the extent determined adequate by Seller.
ISU IRIDIUM Subscriber Unit. A generic term referring to any subscriber
unit configuration contained in the (IRIDIUM) Subscriber Segment.
IRIDIUM COMMUNICATIONS SYSTEM See ARTICLE 1, DEFINITIONS, of Contract
terms and conditions.
LINK The propagating medium or electromagnetic path connecting the
transmitter and receiver.
LOS Line of Sight.
MCD Mission Control Data.
MCF Master Control Facility. See System Control Segment.
MD Mission Data.
MISSION CONTROL DATA (MCD) All data needed to establish and control
IRIDIUM subscriber-links. Examples of the types of data included in this
category are the IRIDIUM pilot control signal that ISUs use to locate and
synchronize with a servicing SV, ring-alerts to call-up ISUs, the data
required for ISU validation and SV/ISU rf-power control information.
MISSION DATA (MD) All voice & message data transmitted and/or received by
an IRIDIUM Subscriber Unit (ISU).
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MISSION OPERATIONS The operation of the IRIDIUM System to provide the
IRIDIUM Communications Service.
MISSION ORBIT The orbit of each Space Vehicle from which it supports the
provision of the IRIDIUM Communications Service.
MOBILE EXCHANGE UNIT (MXU) See ARTICLE 1, DEFINITIONS, of Contract terms
and conditions.
NADIR The direction from a Space Vehicle to the earth on an imaginary
line passing through the center of the earth (opposite of zenith).
NETWORK A complex of interconnections between at least two
nodes/terminals. The interconnections may be in any form which allows the
transmission of information (wire, radio link, etc).
NOD Network Operations Data. All data needed to manage and control the
IRIDIUM Network. Examples of the types of data included in this category
are SV/GW rf-power control, SV/GW link assignments, cell-shutdown schedules
and wild-card assignments.
NODE A terminal of any branch of a network, or a terminal common to two
or more branches of a network. In the IRIDIUM subscriber message network,
the nodes are the Subscriber Unit, the Space Vehicle(s) and the Gateway(s).
PACKET A group of binary digits, including data and control elements,
which is switched and transmitted as a composite whole. The data, control
elements and error control information are arranged in a specific format.
PTT Postal, Telegraph and Telephone (Authority). The corporate or
government entity which contracts with IRIDIUM for service.
RA Radio Astronomy.
REGISTRATION Registration involves the subscriber equipment identifying
itself to the System and being validated by the System.
RING-ALERT The process of a SV interrogating an ISU to alert the
subscriber via a ringer.
SAFE MODE The mode a Space Vehicle enters when either it determines that
a prescribed set of conditions are met, e.g., it loses all of its
crosslinks or has not had any communications from the SCS for a specified
time period, or it is commanded to enter the mode. When in the Safe Mode,
the SV powers down all but essential equipment. Typically, the SV will
buffer specified telemetry data, provide a continuous low data rate
telemetry transmission over the secondary link in the default key and check
for commands addressed to it on its omni receiver and respond to those
commands in a prescribed manner.
SCC SATCOM Control Center. The deployment of the constellation will be
under the control of Motorola's SATCOM Control Center. The SCC will
monitor, manage and control all elements of the Space System until the SCS
is ready to assume control.
SCD System Control Data. All data required to monitor and control the
IRIDIUM Constellation and the Gateways. This includes all TTAC data
between the Space Vehicles and the SCS, and all statusing and commanding of
the Gateways by the SCS.
SCS System Control Segment.
SEGMENT A conglomerate of subsystems which together performs a major
function of the system. The officially named Segments of the IRIDIUM
System are Space, Gateway, Subscriber, and System Control.
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SERVICE AREA 1) Area associated with a station for a given service and a
specified frequency under specified technical conditions where radio
communications may be established with existing or projected stations and
within which the protection afforded by the frequency assignment or
allotment plan or by any other agreement must be respected. CCIR
definition.
SERVICE AREA 2) The area on the earth's surface defined by multiple pairs
of latitude and longitude which, when encompassing an SV's nadir, define
which servicing Gateway (GW) will perform the initial call setup tasks,
that is to which GW the SV should route call setup requests. Based on the
results of geolocation of the ISU, the remainder of the call setup process
responsibility may be transferred to another GW. An initial assignment of
service areas will be implemented by the SCS with consultation from Iridium
LLC. As new GWs are added to (or deleted from) the system, the service
area assignments will be reviewed and adjusted as necessary and with
consultation from Iridium LLC. Service area assignments will be controlled
by the SCS. IRIDIUM definition.
SERVICING GATEWAY The Gateway which determines the initial routing of a
call through the Network. For ISU originated calls, the Servicing Gateway
is the Gateway designated to perform the call setup function for the
originating ISU's Servicing SV at the time the call is placed. For PTT
customer originated calls, the Servicing Gateway is the Gateway which
interfaces with the originator's PTT.
SERVICING SPACE VEHICLE The Space Vehicle at a given point in time in
whose cell a calling or called ISU is located.
SIGNALING Methods of formatting information and modulating a carrier for
transmission/communication.
SPACE SEGMENT See ARTICLE 1, DEFINITIONS, of Contract terms and
conditions.
SPACE SYSTEM See ARTICLE 1, DEFINITIONS, of Contract terms and
conditions.
SPACE SYSTEMS OPERATIONS PLAN See ARTICLE 1, DEFINITIONS, of Contract
terms and conditions.
STATE VECTOR In general, a vector that describes the condition of a
system. For an IRIDIUM Space Vehicle, it is the position and velocity at a
specified point in time, (x,y,z,xdot,ydot,zdot,t). The position and
velocity are specified in earth centered coordinates and time is given as
the year, month, day, hour, minute and second.
SUBSCRIBER LINK A radio link between a Subscriber Unit (the User) and its
servicing Space Vehicle (satellite). These links are in L-Band on the
IRIDIUM System.
SATELLITE SUBSCRIBER UNIT INTERFACE SPECIFICATION See ARTICLE 1,
DEFINITIONS, of Contract terms and conditions.
SUBSCRIBER UNIT SEGMENT See ARTICLE 1, DEFINITIONS, of Contract terms and
conditions.
SV Space Vehicle (or satellite) See ARTICLE 1, DEFINITIONS, of Contract
terms and conditions.
SYSTEM CONTROL SEGMENT See ARTICLE 1, DEFINITIONS, of Contract terms and
conditions.
TTAC Telemetry, Tracking, and Command Facility. See System Control
Segment.
TEST Verification through systematic exercising of the item with
sufficient instrumentation to show operational performance to the extent
determined appropriate by Seller. Collection, analysis and evaluation of
test data will show compliance with specified quantitative criteria.
VOCODED VOICE The digital data that is transmitted through the System and
then reconstructed into a replica of the original speech.
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VOICE CHANNEL is defined as a single channelized or packetized
communication resource that may be used to support transport of *
milliseconds of 2400 Bit/Second of vocoded voice data, or the equivalent
amount of signaling, bearer or network overhead traffic. The terms Voice
Channel, equivalent Voice Channel and Traffic Channel are used
interchangeably."
*Each facility consists of an Earth Terminal Controller (ETC) and up to
four Earth Terminals (ET's).
3.0 CONSTELLATION REQUIREMENTS
3.1. CONSTELLATION CONFIGURATION
1. PROVIDE CONTINUOUS COVERAGE The Space System shall be designed to
be capable of providing continuous coverage from any location on the
surface of the earth or in the air within the simultaneous limits
stipulated below:
Max. Altitude for Subscriber Equipment: *
Min. Evaluation angle at Earth's surface: * Degrees
2. ANTENNA BEAMS
The Space System shall project antenna beams on the earth's surface
in a geometric pattern consistent with the coverage requirements
herein.
3. NUMBER OF INDEPENDENT LINKS PER SV
SV's shall be designed to have the capability of operating up to *
* independent SV GW/SCS feeder links per SV at maximum capacity.
4. CONSTELLATION-SCS MINIMUM ELEVATION ANGLES
The minimum elevation angle (referenced to the horizon and measured
from the SCS to the SV), for all SV-SCS communication links above
which all requirements shall be satisfied, *
degrees.
5. SIMULTANEOUS OPERATION OF FEEDER LINKS
The Constellation-GW/SCS feeder links shall be capable of operating
simultaneously with the SV-SV crosslinks.
6. CROSSLINK COMMUNICATIONS
Each SV shall be capable of simultaneous communications with SVs
immediately ahead (fore) and behind (aft) in the same plane and with
one SV in each adjacent co-rotating plane.
7. CROSSPLANE CROSSLINK OPERATIONAL LIMITATIONS
Crossplane crosslinks between pairs of SVs shall be capable of
operating when the nadir points of the SVs at each end of the link
are * degrees latitude.
The intention of this requirement is to specify when the crosslinks
must operate and therefore that they need not operate at higher
latitudes due to frame timing limitations.
- -----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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Statement of Work
3.2 COMMUNICATIONS REQUIREMENTS
1. CONSTELLATION-ISU RF LINK FOR MD AND MCD
The Space System shall provide RF links between the Space Segment and
the Subscriber Segment for the transmission of MD and MCD
2. CONSTELLATION SUBSCRIBER UPLINK FREQUENCY
The subscriber to Constellation uplink shall have the capability to
operate in the band from 1616.0 MHz to 1626.5 MHz.
3. CONSTELLATION SUBSCRIBER DOWNLINK FREQUENCY
The Constellation to subscriber downlinks shall have the capability
to operate in the band from 1616.0 MHz to 1626.5 MHz.
4. VOICE/DATA TRAFFIC CHANNEL BURST POWER FLUX DENSITY
The minimum burst power flux density of a voice/data traffic channel
that the full constellation shall be capable of producing at any
point on the surface of the earth shall be
*
This requirement shall be satisfied at any location having a clear
unobstructed view of the satellite.
*
4A. DOWNLINK VOICE/DATA TRAFFIC CHANNEL MAXIMUM BER
At a received signal level * lower than the maximum level
specified in paragraph 4 above, an ISU designed to satisfy IRIDIUM
specifications provided by contractor shall be capable of operating
at a BER less than *
- -----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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5. VOICE/DATA/ACQUISITION CHANNEL UPLINK C/N(o)
The receiver carrier-power-to-noise-spectral-density (C/N(o)) ratio
at any satellite vehicle on any voice, data or acquisition subscriber
channel under conditions defined below shall be greater than *
using a ground transmitter having a minimum EIRP of at least *
This requirement shall be met for more than * of the time averaged
over 24 hours using the full satellite Constellation. It shall apply
only to transmissions from locations having an elevation angle
greater than * degrees with a clear unobstructed view of the
satellite and within an interference free channel.
5A. UPLINK VOICE/DATA TRAFFIC CHANNEL MAXIMUM BER
With a test ISU designed to satisfy IRIDIUM specifications provided
by Seller transmitting at a signal level * lower than that
specified in paragraph 5 above, the BER measured at the output of any
SV receiver shall be lower than *
6. PAGING CHANNEL BURST POWER FLUX DENSITY
The minimum burst power flux density of a paging channel shall be
greater than * for more than * of the time and greater than *
for greater than * of the time. This requirement shall be
satisfied at any location having a clear unobstructed view of the
satellite at any point on the surface of the earth.
6A. PAGING CHANNEL MAXIMUM BER
At a received signal level * lower than the maximum level
specified in paragraph 6 above, an ISU/pager designed to satisfy the
IRIDIUM network paging specifications shall be capable of operating
at a BER of less than
*
7. RING ALERT CHANNEL BURST POWER FLUX DENSITY
The minimum burst power flux density of a ring alert channel shall be
greater than * for more than * of the time and greater than
* for greater than * of the time. This requirement shall be
satisfied at any location having a clear unobstructed view of the
satellite at any point on the surface of the earth.
7A. RING ALERT CHANNEL MAXIMUM BER
At a received signal level * lower than the maximum level
specified in paragraph 7 above, an ISU designed to satisfy the
IRIDIUM network specification shall be capable or operating at a BER
of less than
*
- -----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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8. SUBSCRIBER LINK POWER CONTROL
The Constellation-ISU subscriber traffic channel links (not including
any channels reserved for acquisition or operating in an acquisition
mode) shall be power controlled to enable the Space System to control
link power over a nominal * range.
9. GEOLOCATION TIMELINESS/ACCURACY
The Space System shall have the capability to support geolocation of
stationary subscriber equipment within the following limits:
Location Error: *
Location Determination Time: *
Confidence: *
10. SV-SV Link Frequency
The SV to SV links shall have the capability to operate in the band
from 23,180 MHz to 23,380 MHz.
11. CONSTELLATION-GW RF LINK
The Space System shall provide RF links between the Space Segment and
the Gateway segment for the transmission of MD, MCD, SCD, and NOD.
12. CONSTELLATION-SCS RF LINKS
The Space System shall provide both primary and secondary RF links
between the Space Segment and the System Control Segment for the
transmission of SCD and NOD.
13. PROVIDE SECONDARY COMM SYSTEM
The SV secondary antenna shall be designed so that the SV, during any
mission phase following deployment from the launch vehicle can
receive signals from and send signals to the SCS. This capability
shall allow the SCS to command and monitor SVs that are operating
with or without active altitude control, from any single or
combination of overlapping TTAC or LEOP tracking facilities. This
capability shall provide opportunities for contacts with the SV of
sufficient frequency and duration to permit the SCS to meet
requirements to protect the health and safety of each SV and of the
Constellation.
14. UPLINK FREQUENCY
The Gateway to Constellation and SCS to Constellation uplinks shall
have the capability to operate in the band from 29,100 to 29,300
MHz.
15. DOWNLINK FREQUENCY
The Constellation to Gateway and Constellation to SCS downlinks shall
have the capability to operate in the bank from 19,400 to 19,600 MHz.
16. FEEDER LINK POWER CONTROL
The CONSTELLATION-SCS (primary communications link only) feeder link
shall be power controlled to insure that the power available at the
receiving location is * above the minimum necessary.
- -----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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Statement of Work
3.3 CAPACITY
1. PAGING CAPACITY
Paging messages shall be packaged in Paging Message Frames, each
of which shall be capable of containing
*
where the frequency of such delivery does not exceed
* in any one antenna beam pattern.
2. VOICE SUBSCRIBER CAPACITY PER BEAM PATTERN
The Space System shall provide a maximum of * concurrent
L-Band full duplex traffic channels in a single beam pattern.
3. PEAK CAPACITY PER ANTENNA BEAM CLUSTER
Each Space Vehicle antenna beam cluster shall be capable of
supporting up to
*
4. PEAK SUBSCRIBER LINK CAPACITY PER SPACE VEHICLE
Each Space Vehicle shall be capable of supporting up to *
full duplex traffic channels
*
5. AVERAGE SUBSCRIBER LINK TRAFFIC LOAD PER SPACE VEHICLE PER ORBIT
Each Space Vehicle shall be capable of supporting an average of
* full duplex traffic channels
*
6. CONSTELLATION-GATEWAY CAPACITY
Each Constellation-Gateway link shall be capable of supporting up
to * full duplex traffic channels.
3.4 CONSTELLATION CONTROL
1. UNAUTHORIZED COMMAND ATTEMPTS
The Space System shall have the capability to detect and report
unauthorized attempts to command and control Space System assets,
or to gain access to protect space system data.
2. MONITOR MISSION CRITICAL PARAMETERS
Mission critical parameters shall be monitored. Mission critical
parameters are those to be defined by the seller as critical to
network or Constellation operations.
- -----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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Statement of Work
3. FAULT RESPONSES
The Space System shall have the capability to respond to specific
fault conditions with predetermined and/or SCS specified actions.
Specific fault conditions are those to be defined by the seller.
4. RECONFIGURATION DUE TO NODE/LINK FAILURE
The Space System shall provide the capability to reroute traffic
through the space network within * upon detection of a
single failure within the Constellation.
5. CONDUCT PM WITHOUT DEGRADING PERFORMANCE
The Space System shall have the capability to perform preventive
maintenance without degrading the quality of service.
Preventive maintenance includes readiness checks which will run on
system equipment, test equipment calibration, and periodic
maintenance on ground-based equipment with moving parts (e.g.,
line printers and disks).
6. PROCESS COMMANDS BY TYPE
The Constellation shall have the capability to process:
1) Individual Real-Time Commands
2) Stacked Sequenced Commands
3) Commands for execution at a specified time.
7. SV COMMAND AUTHENTICATION
Each SV shall have the capability to authenticate any command with
the potential to damage the SV or disrupt Mission Operations prior
to execution.
8. UPLINK AND LOAD SOFTWARE UPON COMMAND
The Constellation shall provide the capability to accept commands
from the SCS to uplink and load software modules into processors.
9. ROUTE TELEMETRY TO THE SCS
Each SV shall be capable of routing telemetry to the SCS.
10. RESPOND TO SCS COMMANDS FOR SPECIFIC DATA
Each SV shall respond to SCS commands for transmission of specific
telemetry formats as defined by seller.
This includes the capability to download memory and database
information, and to verify the loading of uplinked software
modules. It also includes the transmission of low, normal and
expanded data rate modes, and changes in the sampling rates and
sampling points of telemetered information.
11. REPORT FAILED COMMAND ATTEMPTS TO SCS
The Constellation shall have the capability to detect and report
all failed authentication attempts, including the associated
command field, to the SCS.
- -----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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12. RECEIVE COMMANDS FROM SCS.
Each SV shall support reception of SCS commands, via the primary
link, secondary link, and cross links.
13. MESSAGE ROUTING
The Constellation shall support control and routing of MD, MCD,
NOD, and SCD through the appropriate subscriber links and feeder
links.
14. SV DE-BOOST
Each SV shall have the capability of de-boosting to a perigee of
less than * km at any time up to * years after orbit
insertion with a probability of success of * percent.
15. SAFE MODE
Each SV shall have the capability to enter a predetermined
operating mode when the SV is unable to execute stored SCS
commands.
3.5 CONSTELLATION OPERATIONS
1. GEOGRAPHIC BASED SERVICE RESTRICTIONS
The Space System shall have the capability to selectively restrict
service based on predetermined geographic parameters.
2. PROCESS CHANNEL REQUEST
For each requested channel and * the Space
System shall either assign a unique channel or send a "service not
available" indication to the subscriber equipment.
This time interval is measured for the time that the subscriber
equipment initiates an acquisition sequence until the subscriber
equipment receives the channel assignment or message including
propagation times to and from the SV.
3. HANDOFF BETWEEN ANTENNA BEAMS
The Space System shall have the capability to perform all
handoffs, within an antenna beam pattern (frequency reuse pattern
change), antenna beam pattern to antenna beam pattern within a SV,
SV to SV, SV-GW and SV-SCS.
4. CONSTELLATION CONTRIBUTION TO REGISTRATION ACTIVITY
The Constellation shall contribute no more than * to the
subscriber registration activity.
5. CONSTELLATION DELAY FOR CALL SETUP
The contribution of the Constellation to the Call Setup time
between two subscriber units or between a subscriber unit and a
PTT customer shall not exceed *
6. TOTAL SV DELAY FOR VOICE COMMUNICATIONS
The Constellation, excluding L-Band framing, shall contribute to
no more than * one way delay to any voice
communications link without failures *
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
7. PROVIDE * LEVELS OF PRECEDENCE
The Constellation shall provide the capability to support user
acquisition on a priority basis with at least * levels
of precedence.
8. CALL IMAGE DATA TO SCS
Within a period of * after connection disconnect,
the Constellation shall provide the SCS with the Connection image
information it has gathered, and the Servicing Gateway with the
Call Status Code.
3.6 ENVIRONMENTAL REQUIREMENTS
1. AVOID INTERFERENCE WITH OTHER SYSTEMS
The Constellation shall have the capability to adjust transmitter
power levels and channel frequency usage as directed by the SCS to
avoid interference with other systems operating in the same
spectrum.
2. ORBITAL DEBRIS
The Space System shall have the capability to exercise all
reasonable methods to minimize orbital debris.
3.7 COVERAGE REQUIREMENTS
1. EARLY CONSTELLATION COVERAGE
The coverage of any subset of the fully populated Constellation
shall be defined as including those areas on earth at which the
elevation angle to any satellite within the Constellation is at
least * degrees. The Constellation shall provide limited
coverage as it is being formed. The coverage of the Constellation
shall be dependent upon latitude. The Constellation coverage
schedule is reflected in the following table. All coverage rates
provided in the table are averaged over 5 day periods.
TABLE 3.7.1
CONSTELLATION EARTH COVERAGE STEPS
STEPS
Latitude I II III IV V VI VII
*
The coverage percentages shown in the above table represent minimum coverage
requirements for the IRIDIUM constellation. The percentages are based on the
surface area of a constant radius sphere.
*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
4.0 SYSTEM CONTROL SEGMENT REQUIREMENTS
4.1 MONITOR AND CONTROL REQUIREMENTS
1. MAINTAIN CONSTELLATION FAULT RESPONSE CRITERIA
The SCS shall have the capability to establish and maintain fault
condition criteria and associated command responses for the
Constellation.
2. REQUEST DIAGNOSTICS
The SCS shall have the capability to request the Constellation to
execute diagnostic procedures for fault detection and isolation.
3. PROCESS TELEMETRY
The SCS shall have the capability to receive and process
Constellation telemetry.
4. GENERATE CONSTELLATION COMMANDS
The SCS shall have the capability to format and transmit commands
to the Constellation.
5. AUTHENTICATION COMMAND COUNT
The SCS shall have the capability to maintain a count of each
successful authentication of a critical command for each SV.
6. GENERATE SINGLE OR STACKED COMMANDS
The SCS shall have the capability to generate a set of one or more
commands to be executed either upon receipt or at a designated
time not already assigned to another command.
7. COMMAND DESIGNATION
The SCS shall be capable of redesignating commands as critical or
non-critical.
8. GENERATE EPHEMERIS FOR SYSTEM OPS
Using an SCS-produced full state vector or element set, the SCS
shall be capable of generating the ephemeris of any SV.
9. ORBIT DETERMINATION
The SCS shall be capable of estimating orbital parameters on the
basis of time tagged azimuth, elevation measurements, and DTOAs.
10. KNOWLEDGE BOX
The SCS shall have the capability to maintain knowledge of the
Constellation ephemeris.
11. PLAN MANEUVERS AND GENERATE COMMANDS
The SCS shall have the capability to plan the station keeping
maneuvers and generate commands for each Space Vehicle as required
to maintain its mission orbit.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
12. CONTROL BOX
The SCS shall have the capability to maintain the Constellation
positions to within:
Crosstrack: *
Intrack: *
Radially: *
*
13. SPARED SV CLOCK ACCURACY
The SCS shall have the capability to maintain the clock of each SV
in sparing orbit to within *
14. GENERATE DTOA VALUES
The SCS shall be capable of generating differential
time-of-arrival (DTOA) values.
*
15. COMMANDS TO MAINTAIN SPARING ORBIT
The SCS shall have the capability to plan the station keeping
maneuvers and generate commands for each SV as required to
maintain its sparing orbit.
16. MANAGE CONSTELLATION POWER
The SCS shall have the capability to manage the power of the
Constellation, both individually and collectively.
17. PREDICT CONSTELLATION THERMAL CONDITIONS
The SCS shall have the capability to manage the thermal conditions
of the Constellation based on expected illumination
geometry/history and equipment status/utilization.
18. COMMAND SV TO ORBIT
The SCS shall have the capability to plan and command the orbit
maneuvers required for each Space Vehicle to establish its orbit.
19. PERFORM ON ORBIT TESTING
The SCS shall have the capability to perform on-orbit testing of
each Space Vehicle as required to verify that the Space Vehicle is
ready to commence Mission Operations.
20. LOCATE SV IN ANOMALOUS OR UNKNOWN ORBITS
The SCS shall have the capability to search for and locate any SV
within *
21. MANAGE LAUNCH PLANS & SCHEDULES
The SCS shall have the capability to manage launch plans and
schedules.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
22. DETECT NODE/LINK FAILURES
The SCS shall have the capability to detect node and link failures
in the Space System within * of their
occurrence.
23. ESTABLISH ALT ROUTES
The SCS shall have the capability to establish network routing
instructions based on the health and status of the Constellation,
GWs, and SCS.
24. SET MAX NUMBER OF CROSSLINKS TRAVERSED
The SCS shall have the capability to specify to the Constellation
in the Network the maximum number of crosslinks a packet may
traverse before the packet is discarded, up to a maximum of
*
25. CONTROL ANTENNA BEAM ACTIVATION
The SCS shall have the capability to determine, plan, and
distribute antenna beam activation and deactivation instructions.
26. CONTROL OF OPERATIONAL ELEMENTS
The SCS shall have the capability to remove from service or
restore to service any operational network node (Constellation or
Gateway), or any operational network communications link.
27. RECONFIGURATION DUE TO MULTIPLE FAILURES
The SCS shall have the capability to reconfigure the network
within * upon detection of MULTIPLE node or
link failure.
28. MANAGE PSTN PHONE NUMBER TO GW MAP
The SCS shall have the capability to manage the Gateway-to-PSTN
phone number mappings.
29. MANAGE PHONE NUMBER TO GW MAP
The SCS shall have the capability to manage subscriber equipment
phone number-to-Gateway mappings.
30. ASSIGN CALL SETUP RESPONSIBILITIES
The SCS shall have the capability to assign GW call setup service
areas.
31. REASSIGN CALL SETUP SERVICE AREAS
The SCS shall have the capability to reassign GW call setup
service areas within * of detection for single gateway
failures.
32. MULTIPLE GW FAILURES
The SCS shall have the capability to reassign GW call setup
service areas within * of detection for multiple
gateway failures.
33. UPDATE PHONE NUMBER MAP
The SCS shall have the capability to update phone number-to-PSTN
mapping within * of detection for single gateway failures.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
34. MAP UPDATE FOR MULTIPLE FAILURES
The SCS shall have the capability to update phone number-to-PSTN
mapping within * of detection for multiple
gateway failures.
35. SCHEDULE FEEDER LINKS
The SCS shall have the capability to schedule and allocate SCS/GW
feeder links and disseminate the schedule to affected nodes.
36. MANAGE SV DATA
As a minimum, the SCS shall have the capacity and capability to
manage telemetry, command, and both current and historical
configuration data for the Constellation of space vehicles which
are performing network functions, as well as * SVs which are
on-orbit spares, * SVs in parking orbit or in transition to
either operational or storage orbits and * SVs which have been
decommissioned but have yet to re-enter the atmosphere.
37. PROVIDE CAPABILITY TO TEST ALL LINKS
The SCS shall have the capability to test all links.
38. MASTER SERVICE DENIAL LIST
The SCS shall have the capability to manage the Master Subscriber
Equipment Service Denial List.
39. MANAGE SERVICE RESTRICTIONS
The SCS shall have the capability to selectively restrict service
based on geographic parameters.
40. MAINTAIN GW FAULT RESPONSE CRITERIA
The SCS shall have the capability to establish and maintain for
each Gateway, fault condition criteria and associated command
responses.
41. REQUEST GW DIAGNOSTICS
The SCS shall have the capability to direct/request each Gateway
to execute diagnostic procedures for fault detection and
isolation.
42. MONITOR SCS CRITICAL PARAMETERS
The SCS shall have the capability to monitor SCS mission critical
parameters.
43. EXECUTE FAULT RESPONSES
The SCS shall have the capability to respond to specific fault
conditions with predetermined actions.
44. AVOID INTERFERENCE WITH OTHER SYSTEMS
The SCS shall have the capability to direct the GWs, SVs and SCS
transmitter equipment to adjust transmitter powers and use
frequencies which will avoid interference with other systems as
required to conform to all applicable operating licenses.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
45. GRACEFUL DEGRADATION
The SCS shall be capable of planning for and providing sufficient
SCD and NOD to each node in the Network to allow the Network to
continue to function for up to *
without further SCD and NOD inputs from the SCS.
46. MANAGE SOFTWARE/HARDWARE CONFIGURATION
The SCS shall have the capability to manage the configuration of
SV, SCS, and GW software and hardware.
47. SV-SCS CHANNEL CAPACITY
The SCS shall be capable of supporting up to * (routine
and memory dump SCD/NOD) on each SV-SCS primary link.
*
48. MONITOR RECEIVED DATA AND GENERATE ALARMS
The SCS shall have the capability to monitor SCS-received data and
generate alarms when out-of-tolerance (OOT) conditions or fault
messages are detected.
49. SYSTEM MASTER CLOCK
The SCS shall have the capability to maintain the System Master
Clock.
50. MISSION CONSTELLATION CLOCK ACCURACY
The SCS shall have the capability to maintain Constellation clocks
to within *
51. SV-SCS PRIMARY DOWNLINK SCD BER
The SCS shall be designed to operate with the SV such that the
primary downlink feeder link end-to-end bit error rate (BER) will
be no greater than *
52. SV-SCS SECONDARY DOWNLINK SCD BER
The SCS shall be designed to operate with the SV such that the
secondary downlink feeder link end-to-end bit error rate (BER)
will be no greater than *
53. UNAUTHORIZED COMMAND ATTEMPTS
The SCS shall have the capability to detect and report attempts to
command and control, or gain access to protected system data.
54. MINIMIZE ORBITAL DEBRIS
The SCS shall have the capability to exercise all reasonable
methods to minimize orbital debris.
55. PHYSICAL AND COMPUTER SECURITY
The SCS shall have the capability to implement physical and
computer security procedures to ensure the security of Space
System resources.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
4.2 INTERFACES
1. PROVIDE SV KNOWLEDGE BOX UPDATES
The SCS shall be capable of providing all pertinent orbit updates,
to each SV and each GW, at least as often as every *
2. GW-SCS CALL DETAIL RECORD TRANSMISSION FREQUENCY
The SCS shall be capable of receiving abbreviated call detail
records from each GW at least *
3. EXCHANGE SCD WITH GATEWAYS
The SCS shall have the capability to plan, format and transmit
system control data to Gateways and receive system control data
from Gateways.
4. EXCHANGE NOD WITH GATEWAYS
The SCS shall have the capability to plan, format, and transmit
network operations data to Gateways and receive network operations
data from Gateways.
5. SATELLITE EPHEMERIS DATA FOR RADIO ASTRONOMY
The SCS shall be capable of supplying satellite ephemeris data for
all IRIDIUM satellites to registered Radio Astronomy
organizations.
6. RADIO ASTRONOMY SCHEDULING INTERFACE
The SCS shall be capable of receiving, recording, and
acknowledging the schedules for Radio Astronomy (RA) observations
in the 1610.6 to 1613.8 MHz RA band of registered RA organizations
for registered RA sites.
7. SV-SCS LINK CAPACITY
The SCS shall be capable of communicating with any SV using a
single SV-SCS link.
8. TRANSPARENCY OF HANDOFFS
SV-SCS feeder link handoff shall be accomplished without
interruption of monitor and control operations.
9. SV-SCS PRIMARY RF LINK
The SCS shall provide a primary RF link for line-of-sight
communications with a Space Vehicle's primary communications link
for the transmission of SCD and NOD.
10. SV-SCS SECONDARY RF LINK
The SCS shall provide a secondary RF link for line-of-sight
communications with a Space Vehicle's secondary communications
link for the transmission of SCD.
11. ADJUST EIRP
The SCS shall have the capability to adjust the EIRP on each
SCS-SV uplink.
12. MEASURE/REPORT RECEIVED POWER
The SCS shall be capable of measuring and reporting the received
power on each SV-SCS downlink.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
13. SCS-GW FEEDER LINK
The SCS shall be capable of communications with each Gateway via
the feeder link network.
14. SCS-GW SECURE COMMERCIAL COMM LINK
The SCS shall be capable of secure communications with each
Gateway via commercial communication links.
15. SCS-SPACE LAUNCH OPERATIONS INTERFACE
The SCS shall have the capability to support a communications
interface between the SCS and the Space Segment launch activity.
16. SCS UPLINK FREQUENCY
The SCS shall have the capability to operate SCS-SV uplinks in the
band form 29,100 to 29,300 MHz.
17. SCS DOWNLINK FREQUENCY
The SCS shall have the capability to operate SV-SCS downlinks in
the band from 19,400 to 19,600 MHz.
18. PROVIDE TIME OFFSETS
The SCS shall be capable of providing IRIDIUM System Time offsets
from other time standards to the Gateways.
4.3 MAINTAINABILITY REQUIREMENTS
1. CONDUCT PM WITHOUT DEGRADING PERFORMANCE
The SCS shall have the capability to perform preventative
maintenance without degrading operational capability.
The SCS shall have the capability of performing preventive
maintenance without degrading the quality of service.
2. DIAGNOSTICS WITHOUT SERVICE DEGRADATION
The SCS shall have the capability of performing diagnostic
procedures without degrading the quality of service.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.0 MILESTONES
5.0.1 Buyer shall have the right to challenge the assertion of
Seller that any milestone has been completed in accordance with the
Milestone Acceptance Criteria pursuant to Paragraph E, Article 5,
PAYMENT.
5.1 MILESTONE 1 MAIN MISSION ANTENNA (MMA) PRELIMINARY DESIGN REVIEW
(PDR)
5.1.1 MILESTONE DESCRIPTION
An approximately two day long MMA PDR shall be conducted by the MMA
seller at the seller's facilities to review the development of the
MMA. Design and construction plans shall be available for review.
MMA requirement compliance shall be presented. Design development
data shall be provided to verify critical design decisions.
5.1.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
5.2 MILESTONE 2 COMMUNICATIONS MODULE (CM) PRELIMINARY DESIGN REVIEW
(PDR)
5.2.1 MILESTONE DESCRIPTION
An approximately two day long CM PDR shall be conducted by the CM
seller at the seller's facilities to review the development of the CM.
Design and construction plans shall be available for review. CM
requirement compliance shall be presented. Design development data
shall be provided to verify critical design decisions.
5.2.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
5.3 MILESTONE 3 SPACE VEHICLE MANUFACTURING PLAN
5.3.1 MILESTONE DESCRIPTION
This milestone encompasses the initial release of the manufacturing
plan which is a top level document defining the Space Vehicle final
assembly processes and facilities; and labor, equipment and schedule
requirements associated with those processes. The assembly activities
will begin with a fully assembled and tested Communication Module (CM)
Main Mission Antenna, bus assembly and solar arrays. Conclusion of
these assembly and test activities will result in a complete Space
Vehicle ready for shipment and launch. Being an "Initial Release",
however, it may have many provisions which will not be completed,
but, that will be completed no later than the completion of the entire
Space System.
5.3.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed completed when Motorola internally
issues the initial release of the Space Vehicle Manufacturing Plan.
5.4 MILESTONE 4 SCS EARTH TERMINAL PRELIMINARY DESIGN REVIEW (PDR)
5.4.1 MILESTONE DESCRIPTION
The Seller shall conduct a Preliminary Design Review at the Seller's
facility. It shall be used to determine that: "hardware, software,
functional, performance, interface and design requirements are
complete and consistent with the Earth Terminal section of the IRIDIUM
System Control Segment Specification and applicable documents and that
there is an achievable plan to design, produce and test the Earth
Terminal, including all lower level assemblies and interfaces.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.4.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and establishment by Seller of
specific action items resulting from the review this milestone shall
be deemed completed.
5.5 MILESTONE 5 SCS EARTH TERMINAL CONTROLLER PRELIMINARY DESIGN
REVIEW (PDR)
5.5.1 MILESTONE DESCRIPTION
The Seller shall conduct a Preliminary Design Review at the Seller's
facility. It shall be used to determine that: hardware, software,
functional, performance, interface and design requirements are
complete and consistent with the Earth Terminal Controller section of
the IRIDIUM System Control Segment Specification and applicable
documents and that there is an achievable plan to design, produce and
test the Earth Terminal Controller, including all lower level
assemblies and interfaces.
5.5.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and establishment by Seller of
specific action items resulting from the review this milestone shall
be deemed completed.
5.6 MILESTONE 6 SYSTEM CONTROL SEGMENT PRELIMINARY DESIGN REVIEW
(PDR)
5.6.1 MILESTONE DESCRIPTION
The Seller shall conduct a Preliminary Design Review at the Seller's
facility. It shall be used to determine that: hardware, software,
functional, performance, interface and design requirements are
complete and consistent with the IRIDIUM System Control Segment
Specification and applicable documents and that there is an achievable
plan to design, produce and test the System Control Segment, including
all lower level assemblies and interfaces.
5.6.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and establishment by Seller of
specific action items resulting from the review the milestone shall be
deemed completed.
5.7 MILESTONE 7 SCS EARTH TERMINAL CRITICAL DESIGN REVIEW (CDR)
5.7.1 MILESTONE DESCRIPTION
An approximately two day long Critical Design Review (CDR) shall be
conducted at the Seller's facilities to review the development of the
SCS Earth Terminal design. Relevant design and construction plans
shall be presented. Segment requirement compliance shall be
presented. Design development data to verify critical design
decisions shall be presented.
5.7.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and establishment by Seller of
specific action items resulting from the review this milestone shall
be deemed completed.
5.8 MILESTONE 8 SCS EARTH TERMINAL CONTROLLER CRITICAL DESIGN REVIEW
(CDR)
5.8.1 MILESTONE DESCRIPTION
An approximately two day long Critical Design Review (CDR) shall be
conducted at the Seller's facilities to review the development of the
SCS Earth Terminal Controller design. Relevant design and
construction plans shall be presented. Segment requirement compliance
shall be presented. Design development data to verify critical design
decisions shall be presented.
5.8.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and establishment by Seller of
specific action items resulting from the review, the milestone shall
be deemed completed.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.9 MILESTONE 9 COMMUNICATIONS MODULE (CM) CRITICAL DESIGN REVIEW
(CDR)
5.9.1 MILESTONE DESCRIPTION
An approximately two day long CM CDR shall be conducted by the CM
seller at the seller's facilities to review the development of the CM.
Design and construction details shall be available for review. CM
requirement compliance shall be presented. Design test data shall be
provided to verify critical design decisions.
5.9.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting form the review this milestone
shall be deemed completed.
5.10 MILESTONE 10 SYSTEM CONTROL SEGMENT CRITICAL DESIGN REVIEW (CDR)
5.10.1 MILESTONE DESCRIPTION
An approximately two day long Critical Design Review (CDR) shall be
conducted at the Seller's facilities to review the development of the
System Control Segment design. Relevant design and construction plans
shall be presented. System requirement compliance shall be presented.
Design development data to verify critical design decisions shall be
presented.
5.10.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and establishment by Seller of
specific action items resulting from the review this milestone shall
be deemed completed.
5.11 MILESTONE 11 MAIN MISSION ANTENNA (MMA) CRITICAL DESIGN REVIEW (CDR)
5.11.1 MILESTONE DESCRIPTION
An approximately two day long MMA CDR shall be conducted by the MMA
seller at the seller's facilities to review the development of the
MMA. Design and construction Details shall be available for review.
MMA requirement compliance shall be presented. Design test data shall
be provided to verify critical design parameters.
5.11.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting form the review this milestone
shall be deemed completed.
5.12 MILESTONE 12 SPACE SYSTEM CRITICAL DESIGN REVIEW (CDR)
5.12.1 MILESTONE DESCRIPTION
An approximately two day long Space System Critical Design Review
(CDR) shall be conducted by the seller at the seller's facilities to
review the development of the Space System design. Relevant design
and construction plans shall be presented. Space System requirement
compliance shall be presented. Design development data to verify
critical design decisions shall be presented.
5.12.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting form the review this milestone
shall be deemed completed.
5.13 MILESTONE 13 SATCOM CONTROL CENTER (SCC) CONSTRUCTION COMPLETE.
5.13.1 MILESTONE DESCRIPTION
When all the necessary building facilities and subsystems (heating,
ventilation, air conditioning, power and security) are operating such
that the SATCOM Control Center is ready to support the integration and
test of control and communications equipment as required to operate
the Space System, a formal review with the Buyer shall be held
on-site.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.13.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
5.14 MILESTONE 14 SPACE VEHICLE TEST PLAN
5.14.1 MILESTONE DESCRIPTION
This milestone encompasses the initial release of the Space Vehicle
Test Plan. Being an initial release, however, it may have many
provisions which are not yet then completed (i.e. TBD), but, will
ultimately be completed no later than completion of the entire Space
System. The primary objective of this plan is to define the test
program to be implemented by Motorola's Assembly, Integration and Test
(AIT) organizations. The AIT program will consist of three distinct
phases:
a. Qualification Vehicle program
b. Initial Production program
c. Production program
This test plan provides the top level document from which the test
processes will be implemented. It includes the test program from the
beginning of the test program (i.e., Qualification Test Vehicle (QTV)
test program) through the test program for the production space
vehicles that make up the IRIDIUM constellation. Organizational
responsibilities, documentation requirements, as well as the general
support equipment and facilities used are identified by this test
plan. Additional testing of breadboards, engineering models,
structural test vehicles, etc. are not included as a part of this
plan.
5.14.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed completed when Motorola internally
issues the initial release of the Space Vehicle Test Plan.
5.15 MILESTONE 15 SPACE SYSTEM OPERATIONS PLAN
5.15.1 MILESTONE DESCRIPTION
The primary objective of this plan is to describe the intended
operations of the constellation within the IRIDIUM Communications
System as reflected in the System Operations Concept, the System
Specification, and the segment Specifications. Details on staffing
and processes shall be included in the document. The document shall
detail the Network and Constellation Operations.
5.15.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed completed when Motorola internally
releases the Network Operations Plan.
5.16 MILESTONE 16 MAIN MISSION ANTENNA QUALIFICATION MODEL TEST
5.16.1 MILESTONE DESCRIPTION
The MMA Qualification Model is a prototype of the MMA built to
production oriented requirements and processes. The MMA Qualification
Model shall be tested to qualify the MMA design and production
processes for space use.
5.16.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is complete when the testing required by the MMA
integrated test plan has been performed and any specific action items
established.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.17 MILESTONE 17 SPACE VEHICLE BUS QUALIFICATION TEST COMPLETE
5.17.1 MILESTONE DESCRIPTION
The BM shall be tested to qualify the Bus Module Design and production
processes for space use.
5.17.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is complete when the test sequence required by the
suppliers integrated test plan has been performed, and any specific
action items established.
5.18 MILESTONE 18 SPACE VEHICLE QUALIFICATION MODEL ASSEMBLY COMPLETE
5.18.1 MILESTONE DESCRIPTION
After completion of the subsystem qualifications, the Bus
Qualification, CM, and MMA Models shall be assembled for testing as an
integrated SV.
5.18.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is complete when the SV Qualification Model is ready
for start of testing in accordance with the Space Vehicle Test Plan.
5.19 MILESTONE 19 SPACE SYSTEM DT&E TEST READINESS REVIEW
5.19.1 MILESTONE DESCRIPTION
An approximately one day long System DT&E Test Readiness Review will
be conducted by SATCOM System Engineering at the Seller's facilities.
This review is held to demonstrate that the documentation, test
equipment and personnel are currently on hand so that formal DT&E can
commence in accordance the System DT&E Test Plan.
5.19.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
5.20 MILESTONE 20 SPACE VEHICLE SUPPLIER PRODUCTION READINESS REVIEWS
(PRR'S)
5.20.1 MILESTONE DESCRIPTION
An approximately two day long PRR shall be conducted at Motorola or
its Supplier's Facilities to review the qualification data and design
details of the manufacturing process of the Bus Module, Communications
Module, and Main Mission Antenna. The reviews shall establish the
extent to which Motorola and its suppliers are ready for full scale
production of these modules.
5.20.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review the milestone shall
be deemed completed.
5.21 MILESTONE 21 SATCOM CONTROL CENTER (SCC) READY FOR OT&E TEST
5.21.1 MILESTONE DESCRIPTION
Upon the completion of the integration of all the hardware and
software necessary for operations by the SATCOM Control Center as part
of the SCC OT&E testing, a one day readiness review will be conducted.
Seller shall present the results of the review to the Buyer.
5.21.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.22 MILESTONE 22 SPACE VEHICLE QUALIFICATION TEST/SPACE SYSTEM
COMPLIANCE MATRIX UPDATE
5.22.1 MILESTONE DESCRIPTION
The SV Qualification model shall be tested as required in the SV Test
Plan developed by Seller to demonstrate integrated compatibility of
the Bus Module, Communications Module and MMA and SV integration
processes.
The Space System compliance matrix presented at the Space System
Critical Design Review (Milestone 12) shall be updated based on lower
level test data available since Milestone 12.
.
5.22.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed complete when Seller: (1) completes the
Space Vehicle Qualification Testing, and establishes specific action
items; and (2) provides to the Buyer the results of the Seller's Space
System compliance review update showing Seller's determination of the
current status of compliance of the Space System with the key system
parameters of the Statement of Work as specified in Table 5.1 of this
exhibit. Compliance conclusions shall be based on a combination of
demonstration, testing, or analyses as determined appropriate in
Seller's sole discretion.
5.23 MILESTONE 23 TTAC WEST CONSTRUCTION COMPLETE
5.23.1 MILESTONE DESCRIPTION
When all the necessary building facilities subsystems (heating,
ventilation, air conditioning, power and security) are operating such
that the TTAC West facility is ready to support the integration and
test of control and communications equipment as required to operate
the IRIDIUM Communications System, a formal review with the general
contractor shall be held on-site.
5.23.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
5.24 MILESTONE 24 SPACE SYSTEM MULTIPLE SV DT&E TEST REPORT
5.24.1 MILESTONE DESCRIPTION
The objective of this milestone is to provide the test report on the
Space System DT&E testing conducted in accordance with the DT&E Test
Plan. This report shall contain collected and summarized data and all
conclusions resulting from the various test configurations as
identified in the DT&E Test Plan. Each test will be clearly
identified with supporting test procedures, identified test equipment,
appropriate drawings, and results attained.
5.24.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be considered complete when the Seller internally
releases the test report.
5.25 MILESTONE 25 SCC AND TTAC INTEGRATION & TEST (OT&E) COMPLETE
5.25.1 MILESTONE DESCRIPTION
Upon the completion of the integration and testing of all the hardware
and software of the SCC required to support the very first launch, an
approximately one day long Pre-Operations Readiness Review shall be
conducted at the Seller's facilities to review the ability of the
SATCOM Control Center and at least one of the TTAC's to support manned
operations.
5.25.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's the completion of the review and the establishment by
Seller of specific action items resulting from the review, the
milestone shall be deemed completed.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.26 MILESTONE 26 SCC AND TTAC READY TO SUPPORT FIRST LAUNCH
5.26.1 MILESTONE DESCRIPTION
Upon the completion of the SCC operator Launch Readiness Training, an
approximately one day long Launch Readiness Review shall be conducted
at the Seller's facilities to review the operational status of the
available TTAC's and the SCC. Compliance with Motorola's internal
performance-related specification to support the very first launch
shall be presented. Operator certification compliance shall also be
presented.
5.26.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and establishment by Seller of
specific action items resulting from the review, this milestone shall
be deemed completed.
5.27 MILESTONE 27 PRELIMINARY SATELLITE SUBSCRIBER UNIT INTERFACE
SPECIFICATION
5.27.1 MILESTONE DESCRIPTION
This milestone encompasses the initial issuance of the preliminary
satellite subscriber unit <voice> interface specification.
Note: This specification will not have been validated by Seller, and
therefore, may be used for planning purposes only. Seller makes no
promises or guarantees either expressed or implied as to the accuracy
of the information included therein.
5.27.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed complete when Seller internally issues
the initial release of the satellite subscriber unit [voice] interface
specification and delivers it to Buyer.
5.28 MILESTONE 28 SPACE SYSTEM OPERATIONAL TESTING AND EVALUATION
(OT&E) TEST READINESS REVIEW
5.28.1 MILESTONE DESCRIPTION
An approximately one day long Space System OT&E Test Readiness Review
will be conducted at the Seller's facilities. This review is held to
demonstrate that planning, documentation, test equipment and personnel
are currently on hand so on-orbit Space System testing can commence at
the conclusion of initial launch. OT&E will include on-orbit test and
evaluations conducted at the inter-segment level using network
software/protocol, documentation, and personnel.
5.28.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
5.29 MILESTONE 29 ATP PROCEDURES
5.29.1 MILESTONE DESCRIPTION
The Space System Acceptance Test Plan (ATP) procedures describe the
tests, test methods and test limits in accordance with the Acceptance
Plan (Exhibit C).
5.29.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when the ATP procedures are internally
issued by Seller.
5.30 MILESTONE 30 INITIAL LAUNCH
5.30.1 MILESTONE DESCRIPTION
The launch of the first Space Vehicle(s)
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.30.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed upon intentional ignition of the Launch
Vehicle carrying the first Space Vehicle(s) intended for deployment as
part of the constellation.
5.31 MILESTONE 31 INITIAL LAUNCH TEST DATA REPORT
5.31.1 MILESTONE DESCRIPTION
The objective of this milestone is to provide an initial assessment of
the health and status of each of the first space vehicle(s) arriving
at a parking orbit following launch. This report will contain data
such as; SV telemetry runs, SV BIT data, and BER test data on the
primary and secondary SV-SCS links.
5.31.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed complete when the test report is
internally issued within Motorola.
5.32 MILESTONE 32 STEP I OF TABLE 3.7.1
5.32.1 MILESTONE DESCRIPTION
This milestone represents the coverage provided by six satellites
arranged in a cluster across three planes (two satellites per plane).
5.32.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when Seller achieves the Space System
coverage levels for this milestone as referred to in Step I of Table
3.7.1.
5.33 MILESTONE 33 FINAL TEST REPORT (INITIAL LAUNCH)
5.33.1 MILESTONE DESCRIPTION
The objective of this milestone is to provide the final test report on
the first Space Vehicle(s) arriving at a parking orbit following
launch. This report shall contain collected and summarized data and
all conclusions resulting from System level tests for the various test
configurations as identified in the OT&E Test Plan. Each test will be
clearly identified with supporting test procedures, identified test
equipment, appropriate drawings, and results attained.
5.33.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed complete when the test report is
internally issued within Motorola.
5.34 MILESTONE 34 STEP II OF TABLE 3.7.1
5.34.1 MILESTONE DESCRIPTION
This milestone represents the coverage provided by one plane of
satellites with no credit for the cluster satellites in plane two and
plane three.
5.34.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when Seller achieves the Space System
coverage levels for this milestone as referred to in Step II of Table
3.7.1.
5.35 MILESTONE 35 STEP III OF TABLE 3.7.1
5.35.1 MILESTONE DESCRIPTION
This milestone represents the coverage provided by two planes of
satellites with no credit for the cluster satellites in the third
plane.
5.35.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when Seller achieves the Space System
coverage levels for this milestone as referred to in Step III of Table
3.7.1.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.36 MILESTONE 36 MCF CONSTRUCTION COMPLETE
5.36.1 MILESTONE DESCRIPTION
When all the necessary building facilities subsystems (heating,
ventilation, air conditioning, power and security) are operating such
that the MCF facility is ready to support the integration and test of
control and communications equipment as required to operate the
IRIDIUM Communications System, a formal review with the general
contractor shall be held on-site.
5.36.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific actions items resulting from the review this milestone
shall be deemed completed.
5.37 MILESTONE 37 SATELLITE SUBSCRIBER UNIT (VOICE) INTERFACE
SPECIFICATION COMPLETE
5.37.1 MILESTONE DESCRIPTION
This milestone encompasses the issuance of the Satellite Subscriber
Unit (Voice) Interface Specification.
5.37.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be deemed complete when Seller delivers to buyer
the Satellite Subscriber Unit (Voice) Interface Specification and it
is accepted by Buyer as provided by ARTICLE 8, Acceptance Criteria of
this contract.
5.38 MILESTONE 38 SPACE NODE TEST REPORT
5.38.1 MILESTONE DESCRIPTION
The objective of this milestone is to provide the final test report on
the space node. This report shall contain collected and summarized
data and all conclusions resulting from System level tests for the
various test configurations as identified in the OT&E Test Plan. Each
test will be clearly identified with supporting test procedures,
identified test equipment, appropriate drawings, and results attained.
Subjective conclusions included or referenced in each test will be
clearly identified.
5.38.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be considered complete when the test report is
internally issued within Motorola and is made available to the Buyer.
5.39 MILESTONE 38 STEP IV OF TABLE 3.7.1
5.39.1 MILESTONE DESCRIPTION
This milestone represents the coverage provided by three planes of
satellites with one satellite "out" in an outer plane.
5.39.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when Seller achieves the Space System
coverage levels for this milestone as referred to in Step IV of Table
3.7.1.
5.40 MILESTONE 40 BCF INTEGRATION & TEST COMPLETE
5.40.1 MILESTONE DESCRIPTION
Upon the completion of the integration and testing of all hardware and
software of the BCF required to control the IRIDIUM Communications
System, an approximately one day long Pre-Operations Readiness Review
shall be conducted at the Seller's facilties to review the ability of
the System Control Segment BCF to support manned operation of a fully
operational Constellation. Compliance with Motorola's internal
performance-related specification shall be presented.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.40.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review, the milestone
shall be deemed completed.
5.41 MILESTONE 41 MCF INTEGRATION & TEST COMPLETE
5.41.1 MILESTONE DESCRIPTION
Upon the completion of the integration and testing of all the hardware
and software of the MCF required to control the IRIDIUM Communications
System, an approximately one day long Pre-Operations Readiness Review
shall be conducted at the Seller's facilities to review the ability of
the System Control Segment MCF to support manned operations of a fully
operational Constellation. Compliance with Motorola's internal
performance-related specification shall be presented.
5.41.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review and the establishment by Seller
of specific action items resulting from the review this milestone
shall be deemed completed.
5.42 MILESTONE 42 STEP V OF TABLE 3.7.1
5.42.1 MILESTONE DESCRIPTION
This milestone represents the coverage provided by four planes of
satellites with one satellite out in an outer plane.
5.42.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when Seller achieves the Space System
coverage levels for this milestone as referred to in Step V of Table
3.7.1.
5.43 MILESTONE 43 BCF FULLY OPERATIONAL
5.43.1 MILESTONE DESCRIPTION
An approximately one day long Operations Readiness Review shall be
conducted at the Seller's facilities to review the operational status
of the System Control Segment's Backup Control Facility. System
requirement compliance to support the operation of the IRIDIUM
Communications System shall be presented. Operator certification
compliance shall also be presented.
5.43.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review, establishment by Seller of
specific action items, and seller's determination that sufficient
operational capability exists, milestone shall be deemed completed.
5.44 MILESTONE 44 STEP VI OF TABLE 3.7.1
5.44.1 MILESTONE DESCRIPTION
This milestone represents the coverage provided by five planes of
satellites with one satellite out in an outer plane.
5.44.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when Seller achieves the Space System
coverage levels for this milestone as referred to in Step VI of Table
3.7.1.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
5.45 MILESTONE 45 SCS FULLY OPERATIONAL
5.45.1 MILESTONE DESCRIPTION
Upon the completion of the pre-operational phase of the Master Control
Facility and the remaining TTAC facility, an approximately one day
long Operations Readiness Review shall be conducted at the Seller's
facilities to review the operational status of the System Control
Segment. System requirement compliance to support the operation of
the IRIDIUM Communications System shall be presented. Operator
certification compliance shall also be presented.
5.45.2 MILESTONE ACCEPTANCE CRITERIA
Upon Seller's completion of the review, establishment by Seller of
specific action items, and seller's determination that sufficient
operational capability exists, the milestone shall be deemed
completed.
5.46 MILESTONE 46 STEP VII OF TABLE 3.7.1
5.46.1 MILESTONE DESCRIPTION
This milestone represents the coverage provided by six planes of
satellites with one satellite out in an inner plane.
5.46.2 MILESTONE ACCEPTANCE CRITERIA
This milestone is completed when Seller achieves the Space System
coverage levels for this milestone as referred to in Step VII of Table
3.7.1.
5.47 MILESTONE 47 COMPLETION OF TEST PLAN (FOC)
5.47.1 MILESTONE DESCRIPTION
This milestone encompasses the completion of the final incremental
testing of the Space System in accordance with the Acceptance Plan,
Exhibit C.
5.47.2 MILESTONE ACCEPTANCE CRITERIA
This milestone shall be considered complete upon the earlier of
Buyer's Acceptance of the Space System as provided by Paragraph C of
Article 8, Acceptance Criteria, or, Seller's successful completion of
the Final Acceptance Program as defined in Section 4 of the Acceptance
Plan (Exhibit C) evidencing compliance of the Space System with the
specific criteria of this Statement of Work listed in Table 2.2-1 of
the Acceptance Plan.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
6.0 AVERAGE ACTUAL SERVICE PROVIDED
The Seller is responsible for demonstrating the operation of the
IRIDIUM Space System commencing 90 days prior to anticipated FOC or at
a mutually agreed upon date. This demonstration shall consist of
determining the Average Actual Service Provided (AASP) by the Space
System which includes operating the System Control Segment (SCS)
facilities in accordance with the Space System Operations Plan. The
AASP meansurements shall be made by special test equipment provided by
the Seller. The special test equipment shall provide the necessary
signal formats and calibrated RF signal measurement capability.
6.1 The AASP provides two separate measures of the network performance
provided to a hypothetical subscriber randomly located anywhere on the
earth's surface assuming the * coverage specified in Step VII
of Table 3.7.1 has been achieved. Inasmuch as the 90 day period for
computing the AASP for purposes of this Contract will likely begin
prior to Step VII of Table 3.7.1 being achieved, for purposes of
computing the average AASP over the 90 day period, until Step VII of
Table 3.7.1 is achieved any satellites not yet launched into their
final designated orbital location in the constellation shall be
treated as having been so launched and as being full operational with
respect to computing the AASP factors. The AASP data and related
calculations include separate calculations of factors related to the
coverage provided to the subscriber by the Space System L-Band
equipment as well as factors related to the Space System's capability
to meet the capacity requirements of this contract. Contractor's
interpretation of such data and measurements shall be conclusive for
purposes of the computation of the AASP percentage under this Contract
absent manifest error, gross negligence or fraud. The AASP
percentages shall be computed on a quarterly basis using the following
formulae:
X = (A-B)/A
Y = (A-C)/A
X = Coverage factor during the evaluation period.
Y = Capacity factor during the evaluation period.
A = The total number of seconds in the period. This will be
determined by multiplying 60 seconds per minute times 60 minutes per
hour times 24 hours per day (86,400 seconds) times number of days in
the period.
B = a factor that is intended to determine the capability of the Space
System to provide a L-Band link to a user within specified tolerances
for the period of performance. B is calculated as described in
Paragraph 6.2.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
C = a factor that is intended to determine the capability of the Space
System to meet the specified system capacities based on the equipment
downtimes of the individual space vehicle crosslinks, the space
vehicle gateway/SCS links, and the space vehicle channel capacity. C
is calculated as described in Paragraph 6.4.
6.2 CALCULATION OF "B" FACTOR:
Procedure:
1) From telemetry, built-in-test results, or periodic monitoring
determine the individual space vehicle antenna beams with suspected
degraded performance and the time that the degraded performance was
initially detected. Each antenna beam cluster shall be monitored for
degradation a minimum of once per day.
2) Verify and quantify the extent of degradation of each antenna beam
identified in step 1) using a calibrated test set. The downlink
degradation shall be measured in terms of Power Flux Density (PFD)
while uplink is measured in terms of Bit Error Rate (BER) for the
nominal subscriber link per Table 6.2.1. The BER calculation shall be
made on a frame by frame basis and averaged over an antenna beam
pattern and power level. BER and PFD data will be recorded by
satellite and individual beam pattern to enable AASP calculations.
The percent degradation used in the AASP calculation for each antenna
beam shall be as shown in Table 6.2.1.
TABLE 6.2.1
DEGRADATION LEVELS FOR USE IN CALCULATING "B"
DOWNLINK DEGRADATION
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PERFORMANCE LEVEL PFDdbW/sq meter PERCENT DEGRADATION
- --------------------------------------------------------------------------------
<S> <C> <C>
* *
*
- --------------------------------------------------------------------------------
*
</TABLE>
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
UPLINK DEGRADATION
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PERFORMANCE LEVEL EIRP DBW PERCENT DEGRADATION
- --------------------------------------------------------------------------------
<S> <C> <C>
* *
*
- --------------------------------------------------------------------------------
</TABLE>
*
3) The degradation percentage for each individual antenna beam is
determined by averaging the uplink and downlink degradation
percentages.
4) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees latitude is
covered by each degraded antenna beam. The individual antenna beam
coverage patterns to be used in this calculation shall be defined in
the model defined by Seller and presented at the Space System Critical
Design Review. The resulting coverage seconds for each degraded
antenna beam shall be determined by a weighted average of the
resulting data points. The weighted average shall be calculated using
the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degrade coverage seconds beginning at
the time the reconfiguration takes place.)
5) Each of the coverage seconds for each antenna beam in the
constellation are then summed together weighted by the percentage
degradations calculated in step 3) to determine the total degraded
coverage seconds to be used in the calculation of the coverage factor
(X). The degraded coverage seconds calculated in this step are equal
to "B".
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
6.3 MINIMUM COVERAGE FACTOR
The system shall meet a minimum coverage factor (X) of * as
calculated in accordance with paragraphs 6.0 - 6.6 of the Statement of
Work, during the 90 days prior to the scheduled FOC date.
6.4 CALCULATION OF "C" FACTOR:
1) Channel Capacity Degradation: Using a model defined by Seller and
presented at the Space System Critical Design Review calculate the
capability of each of the antenna beams on each space vehicle in the
operational constellation to support the Capacity per Beam Traffic
Channel Pattern specified in SOW Paragraph 3.3-2. (The Space System
shall provide a maximum of * concurrent L-Band full duplex traffic
channels in a single beam pattern.) This calculation shall be
performed upon the detection of any failures that affect the
capability to support the specified capacity. The failures that
affect individual space vehicle antenna beam capacity include
switching failures, modem failures, processor failures, etc. A
complete listing of the applicable failures, method of detection, and
model description will be provided at the Space Segment Critical
design review. Calculate the percentage degradation to be used in the
capacity factor (Y) calculations for each antenna beam based on the
calculated traffic channel subscriber capacity per beam as shown in
Table 6.3-1.
TABLE 6.3-1
TRAFFIC CHANNEL CAPACITY PER BEAM DEGRADATION PERCENTAGES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
VOICE SUBSCRIBER CAPACITY DEGRADATION PERCENTAGE USED
PER BEAM IN AASP CALCULATION
- --------------------------------------------------------------------------------
<S> <C>
* *
- --------------------------------------------------------------------------------
</TABLE>
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
2) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees
latitude is covered by each antenna beam with degraded capacity.
The individual antenna beam coverage patterns to be used in this
calculation shall be defined in the model defined by Seller and
presented at the Space System Critical Design Review. The resulting
coverage seconds for each degraded antenna beam shall be determined
by a weighted average of the resulting data points. The weighted
average shall be calculated using the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degraded coverage seconds beginning
at the time the reconfiguration takes place.)
3) Each of the coverage seconds for each antenna beam in the
constellation are then summed together weighted by the percentage
degradations calculated in step 1) to determine the total degraded
coverage to be used in the calculation of the capacity factor (Y).
The degraded coverage seconds for each antenna beam cannot exceed 100%
of the total coverage seconds for that beam. For example if the beam
has totally failed the coverage as calculated in Paragraph 6.2, no
additional degradation is taken for beam capacity for that beam.
4) Crosslink Degradation: Identify critical failures in the space
vehicle crosslink subsystems and the time duration of the critical
failure. (Note: a critical failure is one that causes the associated
crosslink to become non-operational) Calculate the percentage
degradation for each space vehicle based on the percentages shown in
Table 6.3-2.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
TABLE 6.3-2
CROSSLINK DEGRADATION PERCENTAGES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
NO. OF IN-PLANE NO. OF CROSS-PLANE PERCENT
SV PLANE CROSSLINK FAILURES CROSSLINK FAILURES DEGRADATION
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
* * * *
- ----------------------------------------------------------------------------------------
</TABLE>
5) Space Vehicle to SCS/Gateway Link Degradation: Identify critical failures
in the space vehicle gateway subsystems and the time duration of the critical
failure. (Note: a critical failure is one that causes the associated
Gateway/SCS link to become non-operational) Calculate the percentage
degradation for each space vehicle based on the percentages shown in Table
6.3-3.
TABLE 6.3-3
SV GATEWAY ANTENNA DEGRADATION PERCENTAGES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
NO. OF SV GATEWAY PERCENT DEGRADATION
ANTENNA FAILURES
- -----------------------------------------------------------------------
<S> <C>
* *
- -----------------------------------------------------------------------
</TABLE>
6) Total SV K-Band Link Degradation: For each space vehicle the percent total
degradation for crosslinks and Gateway/SCS failures will then be calculated by
summing the individual degradations determined in steps 4) and 5). If the sum
exceeds 100%, it will be deemed to be 100%.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
7) Using an astro-dynamics orbital model calculate the number of seconds that
a hypothetical user at * degrees latitude is covered by each
space vehicle with failed K-Band links. The individual space vehicle
coverage patterns to be used in this calculation shall be defined in the model
presented by Seller at the Space System Critical Design Review. The resulting
coverage seconds for each degraded space vehicle shall be determined by a
weighted average of the resulting data points. The weighted average shall be
calculated using the equation shown below.
*
(Note: If the system operator has adjacent beams available to partially cover
the degraded coverage area and reconfigures the system accordingly this will
reduce the degraded coverage seconds beginning at the time the reconfiguration
takes place.)
8) Each of the coverage seconds for each degraded space vehicle are then
summed together weighted by the percentage degradations calculated in step 6)
to determined the total degraded coverage seconds for K-Band link failures to e
used in the calculation of the capacity factor (Y).
9) The total degraded coverage seconds is the sum of the degraded coverage
seconds calculated in steps 3) and 8). The degraded coverage seconds
calculated in this step are equal to "C".
6.5 MINIMUM CAPACITY FACTOR
The system shall meet a minimum Capacity Factor (Y) of * as
calculated in accordance with paragraphs 6.0 - 6.6 of the Statement of
Work, during the * prior to the scheduled FOC date.
6.6 The following examples illustrate the application of the formulas in
this section to five (5) hypothetical factual situations.
6.6.1 Example 1 (AASP Coverage Factor Example)
*
6.6.2 Example 2 (AASP Coverage Factor Example)
*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
*
6.6.3 Example 3 (AASP Coverage Factor Example)
*
6.6.4 Example (AASP Capacity Factor Example)
*
6.6.5 Example (AASP Coverage and Capacity Factors Example)
*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 44
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IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
*
7.0 DOCUMENTATION CONTROL
The seller shall develop a documentation control system to
maintain control of all final design documents to allow the
orderly development of the IRIDIUM Communications System.
Documents contained within the seller's document control system
shall be available for review by the buyer upon reasonable notice
and on a non-interference basis.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 45
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IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
1.0 INTRODUCTION
This exhibit details the final Acceptance Test program that is
intended to be the basis for the IRIDIUM(R) Space System acceptance.
The final acceptance test program consists of a test and analysis
program that includes simulations, analyses, and developmental test
activities. The final acceptance test program will make use of an
orbit self-test diagnostics and Space Segment and System Control
Segment lower level test results to confirm operation of all elements
of the Space System. See Exhibit B, Statement of Work, for the
glossary of terms used in this document. Seller's interpretation of
the testing, analyses, inspection and demonstrations conducted by
Seller shall be conclusive for purposes of determining compliance with
the specified provisions of the Statement of Work absent manifest
error, gross negligence or fraud.
2.0 ACCEPTANCE PROGRAM OVERVIEW
2.1 Test Philosophy
Final acceptance testing of the Space System will take place
incrementally. Testing will begin when the Backup Control
Facility, two associated TTAC Facilities and a partial
constellation are available. Acceptance testing will be performed
and analysis completed to verify that the System Control
Facilities and space vehicles operate as designed and as
previously documented by other testing. As new Space Vehicles are
inserted in the Constellation they will be tested to verify their
performance before entering an operational state in the
constellation. All acceptance testing will be performed utilizing
operational Space System hardware and software and gateway and
subscriber unit simulators.
The acceptance of the Master Control Facility and the remaining
TTAC Facility shall be accomplished by employing the Master
Control Facility and the remaining TTAC Facility during the
incremental acceptance of one of the Space Vehicles.
During the quarter preceding FOC the data required to support the
calculation of the Average Actual Service Provided (AASP) will be
accumulated for presentation as part of the IRIDIUM Space System
Acceptance report at FOC.
2.2 Verification Matrix
A verification matrix listing each SOW requirement and the method
of verification is included as Table 2.2-1.
The methods of verification include:
A - Analysis
T - Test
D - Demonstration
I - Inspection
A definition of each method of verification is included in the
glossary of terms, section 2.2 of the SOW.
Page 1
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EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
--------------------------------------------------------
3.0 CONSTELLATION REQUIREMENTS
--------------------------------------------------------
3.1 CONSTELLATION CONFIGURATION
- -----------------------------------------------------------------------------------------------------------
3.1-1 PROVIDE CONTINUOUS COVERAGE A 5.16.3
- -----------------------------------------------------------------------------------------------------------
3.1-2 ANTENNA BEAMS A 5.16.2 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
3.1-3 NUMBER OF INDEPENDENT LINKS PER SV A 5.16.1 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
3.1-4 CONSTELLATION-SCS MINIMUM ELEVATION ANGLES D 5.10 One time only
- -----------------------------------------------------------------------------------------------------------
3.1-5 SIMULTANEOUS OPERATION OF FEEDER LINKS D 5.16.1 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
3.1-6 CROSSLINK COMMUNICATIONS D 5.9
- -----------------------------------------------------------------------------------------------------------
3.1-7 CROSSPLANE CROSSLINK OPERATIONAL LIMITATIONS D 5.9
--------------------------------------------------------
3.2 COMMUNICATIONS REQUIREMENTS
- -----------------------------------------------------------------------------------------------------------
3.2-1 CONSTELLATION-ISU RF LINK FOR MD AND MCD D 5.12.1
- -----------------------------------------------------------------------------------------------------------
3.2-2 CONSTELLATION SUBSCRIBER UPLINK FREQUENCY D 5.12.1
- -----------------------------------------------------------------------------------------------------------
3.2-3 CONSTELLATION SUBSCRIBER DOWNLINK FREQUENCY D 5.12.1
- -----------------------------------------------------------------------------------------------------------
3.2-4 VOICE/DATA TRAFFIC CHANNEL BURST POWER FLUX A 5.5
DENSITY
- -----------------------------------------------------------------------------------------------------------
3.2.4A DOWNLINK VOICE/DATA TRAFFIC CHANNEL MAXIMUM D 5.5
BER
- -----------------------------------------------------------------------------------------------------------
3.2-5 VOICE/DATA/ACQUISITION CHANNEL UPLINK C/N A 5.5
- -----------------------------------------------------------------------------------------------------------
3.2.5A UPLINK VOICE/DATA TRAFFIC CHANNEL MAXIMUM BER D 5.5
- -----------------------------------------------------------------------------------------------------------
3.2-6 PAGING CHANNEL BURST POWER FLUX DENSITY A 5.5
- -----------------------------------------------------------------------------------------------------------
3.2.6A PAGING CHANNEL MAXIMUM BER D 5.5
- -----------------------------------------------------------------------------------------------------------
3.2-7 RING ALERT CHANNEL BURST POWER FLUX DENSITY A 5.5
- -----------------------------------------------------------------------------------------------------------
3.2.7A RING ALERT CHANNEL MAXIMUM BER D 5.5
- -----------------------------------------------------------------------------------------------------------
3.2-8 SUBSCRIBER LINK POWER CONTROL D 5.5
- -----------------------------------------------------------------------------------------------------------
3.2-9 GEOLOCATION TIMELINESS/ACCURACY A 5.11
- -----------------------------------------------------------------------------------------------------------
3.2-10 SV-SV LINK FREQUENCY D 5.12.2
- -----------------------------------------------------------------------------------------------------------
3.2-11 CONSTELLATION-GW RF LINK D 5.12.2
- -----------------------------------------------------------------------------------------------------------
3.2-12 CONSTELLATION-SCS RF LINKS D 5.12.2
- -----------------------------------------------------------------------------------------------------------
3.2-13 PROVIDE SECONDARY COMM SYSTEM D 5. 2
- -----------------------------------------------------------------------------------------------------------
3.2-14 UPLINK FREQUENCY D 5.12.2
- -----------------------------------------------------------------------------------------------------------
3.2-15 DOWNLINK FREQUENCY D 5.12.2
- -----------------------------------------------------------------------------------------------------------
3.2-16 FEEDER LINK POWER CONTROL D 5.12.2
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
3.3 CAPACITY
- -----------------------------------------------------------------------------------------------------------
3.3-1 PAGING CAPACITY A 5.16.1 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
3.3-2 VOICE SUBSCRIBER CAPACITY PER BEAM PATTERN A 5.16.1 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
3.3-3 PEAK CAPACITY PER ANTENNA BEAM CLUSTER A 5.16.1 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
3.3-4 PEAK SUBSCRIBER LINK CAPACITY PER SV A 5.16.1 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
3.3-5 AVERAGE SUBSCRIBER LINK TRAFFIC LOAD PER SV A 5.16.1 Based on SV Data
PER ORBIT
- -----------------------------------------------------------------------------------------------------------
3.3-6 CONSTELLATION-GATEWAY CAPACITY D 5.10
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
3.4 CONSTELLATION CONTROL
- -----------------------------------------------------------------------------------------------------------
3.4-1 UNAUTHORIZED COMMAND ATTEMPTS D 5.13
- -----------------------------------------------------------------------------------------------------------
3.4-2 MONITOR MISSION CRITICAL PARAMETERS D 5.2
- -----------------------------------------------------------------------------------------------------------
3.4-3 FAULT RESPONSES D 5.2
- -----------------------------------------------------------------------------------------------------------
3.4-4 RECONFIGURATION DUE TO NODE/LINK FAILURE D 5.13
- -----------------------------------------------------------------------------------------------------------
3.4-5 CONDUCT PM WITHOUT DEGRADING PERFORMANCE A
- -----------------------------------------------------------------------------------------------------------
3.4-6 PROCESS COMMANDS BY TYPE D 5.2
- -----------------------------------------------------------------------------------------------------------
</TABLE>
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EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
3.4-7 SV COMMAND AUTHENTICATION D 5.13
- -----------------------------------------------------------------------------------------------------------
3.4-8 UPLINK AND LOAD SOFTWARE UPON COMMAND D 5.13
- -----------------------------------------------------------------------------------------------------------
3.4-9 ROUTE TELEMETRY TO THE SCS D 5.1
- -----------------------------------------------------------------------------------------------------------
3.4-10 RESPOND TO SCS COMMANDS FOR SPECIFIC DATA D 5.2
- -----------------------------------------------------------------------------------------------------------
3.4-11 REPORT FAILED COMMAND ATTEMPTS TO SCS D 5.2
- -----------------------------------------------------------------------------------------------------------
3.4-12 RECEIVE COMMANDS FROM SCS D 5.2
- -----------------------------------------------------------------------------------------------------------
3.4-13 MESSAGE ROUTING D Demo during other
testing
- -----------------------------------------------------------------------------------------------------------
3.4-14 SV DE-BOOST A 5.3
- -----------------------------------------------------------------------------------------------------------
3.4-15 SAFE MODE D 5.2
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
3.5 CONSTELLATION OPERATIONS
- -----------------------------------------------------------------------------------------------------------
3.5-1 GEOGRAPHIC BASED SERVICE RESTRICTIONS D 5.11
- -----------------------------------------------------------------------------------------------------------
3.5-2 PROCESS CHANNEL REQUEST D 5.16.1
- -----------------------------------------------------------------------------------------------------------
3.5-3 HANDOFF BETWEEN ANTENNA BEAMS D 5.8
- -----------------------------------------------------------------------------------------------------------
3.5-4 CONSTELLATION CONTRIBUTION TO REGISTRATION T 5.7
ACTIVITY
- -----------------------------------------------------------------------------------------------------------
3.5-5 CONSTELLATION DELAY FOR CALL SETUP A 5.7
- -----------------------------------------------------------------------------------------------------------
3.5-6 TOTAL SV DELAY FOR VOICE COMMUNICATIONS A 5.6
- -----------------------------------------------------------------------------------------------------------
3.5-7 PROVIDE EIGHT LEVELS OF PRECEDENCE D 5.7
- -----------------------------------------------------------------------------------------------------------
3.5-8 CALL IMAGE DATA TO GW D 5.8
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
3.6 ENVIRONMENTAL REQUIREMENTS
- -----------------------------------------------------------------------------------------------------------
3.6-1 AVOID INTERFERENCE WITH OTHER SYSTEMS A
- -----------------------------------------------------------------------------------------------------------
3.6-2 ORBITAL DEBRIS A
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
3.7 COVERAGE REQUIREMENTS
- -----------------------------------------------------------------------------------------------------------
3.7-1 EARLY CONSTELLATION COVERAGE A 5.16.3 Based on SV Data
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
4.0 SCS REQUIREMENTS
--------------------------------------------------------
4.1 MONITOR AND CONTROL REQUIREMENTS
- -----------------------------------------------------------------------------------------------------------
4.1-1 MAINTAIN CONSTELLATION FAULT RESPONSE CRITERIA D 5.1
- -----------------------------------------------------------------------------------------------------------
4.1-2 REQUEST DIAGNOSTICS D 5.2
- -----------------------------------------------------------------------------------------------------------
4.1-3 PROCESS TELEMETRY D 5.1
- -----------------------------------------------------------------------------------------------------------
4.1-4 GENERATE CONSTELLATION COMMANDS D 5.2
- -----------------------------------------------------------------------------------------------------------
4.1-5 AUTHENTICATION COMMAND COUNT D 5.2
- -----------------------------------------------------------------------------------------------------------
4.1-6 GENERATE SINGLE OR STACKED COMMANDS D 5.2
- -----------------------------------------------------------------------------------------------------------
4.1-7 COMMAND DESIGNATION D 5.2
- -----------------------------------------------------------------------------------------------------------
4.1-8 GENERATE EPHEMERIS FOR SYSTEM OPS D 5.3
- -----------------------------------------------------------------------------------------------------------
4.1-9 ORBIT DETERMINATION D 5.3
- -----------------------------------------------------------------------------------------------------------
4.1-10 KNOWLEDGE BOX D 5.3
- -----------------------------------------------------------------------------------------------------------
4.1-11 PLAN MANUEVERS AND GENERATE COMMANDS D 5.3
- -----------------------------------------------------------------------------------------------------------
4.1-12 CONTROL BOX D 5.3
- -----------------------------------------------------------------------------------------------------------
4.1-13 SPARED SV CLOCK ACCURACY A
- -----------------------------------------------------------------------------------------------------------
4.1-14 GENERATE DTOA VALUES D 5.4
- -----------------------------------------------------------------------------------------------------------
4.1-15 COMMANDS TO MAINTAIN PARKING ORBIT D 5.3
- -----------------------------------------------------------------------------------------------------------
4.1-16 MANAGE CONSTELLATION POWER D 5.2
- -----------------------------------------------------------------------------------------------------------
4.1-17 PREDICT CONSTELLATION THERMAL CONDITIONS D 5.1
- -----------------------------------------------------------------------------------------------------------
4.1-18 COMMAND SV TO ORBIT D 5.3
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Page 3
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EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
4.1-19 PERFORM ON ORBIT TESTING D 5.2
- -----------------------------------------------------------------------------------------------------------
4.1-20 LOCATE SV IN ANOMALOUS OR UNKNOWN ORBITS A
- -----------------------------------------------------------------------------------------------------------
4.1-21 MANAGE LAUNCH PLANS & SCHEDULES D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-22 DETECT NODE/LINK FAILURES D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-23 ESTABLISH ALT ROUTES D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-24 SET MAX NUMBER OF CROSSLINKS TRAVERSED D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-25 CONTROL ANTENNA BEAM ACTIVATION D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-26 CONTROL OF OPERATIONAL ELEMENTS D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-27 RECONFIGURATION DUE TO MULTIPLE FAILURES D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-28 MANAGE PSTN PHONE NUMBER TO GW MAP D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-29 MANAGE PHONE NUMBER TO GW MAP D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-30 ASSIGN CALL SETUP RESPONSIBILITIES D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-31 REASSIGN CALL SETUP SERVICE AREAS D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-32 MULTIPLE GW FAILURES A
- -----------------------------------------------------------------------------------------------------------
4.1-33 UPDATE PHONE NUMBER MAP A
- -----------------------------------------------------------------------------------------------------------
4.1-34 MAP UPDATE FOR MULTIPLE FAILURES A
- -----------------------------------------------------------------------------------------------------------
4.1-35 SCHEDULE FEEDER LINKS A
- -----------------------------------------------------------------------------------------------------------
4.1-36 MANAGE SV DATA A 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-37 PROVIDE CAPABILITY TO TEST ALL LINKS D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-38 MASTER SERVICE DENIAL LIST D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-39 MANAGE SERVICE RESTRICTIONS D 5.11
- -----------------------------------------------------------------------------------------------------------
4.1-40 MAINTAIN GW FAULT RESPONSE CRITERIA D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-41 REQUEST GW DIAGNOSTICS A
- -----------------------------------------------------------------------------------------------------------
4.1-42 MONITOR SCS CRITICAL PARAMETERS D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-43 EXECUTE FAULT RESPONSES D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-44 AVOID INTERFERENCE WITH OTHER SYSTEMS A
- -----------------------------------------------------------------------------------------------------------
4.1-45 GRACEFUL DEGRADATION A
- -----------------------------------------------------------------------------------------------------------
4.1-46 MANAGE SOFTWARE/HARDWARE CONFIGURATION D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-47 SV-SCS CHANNEL CAPACITY D 5.10
- -----------------------------------------------------------------------------------------------------------
4.1-48 MONITOR RECEIVED DATA AND GENERATE ALARMS D 5.1
- -----------------------------------------------------------------------------------------------------------
4.1-49 SYSTEM MASTER CLOCK D 5.4
- -----------------------------------------------------------------------------------------------------------
4.1-50 MISSION CONSTELLATION CLOCK ACCURACY D 5.4
- -----------------------------------------------------------------------------------------------------------
4.1-51 SV-SCS PRIMARY DOWNLINK SCD BER A 5.10
- -----------------------------------------------------------------------------------------------------------
4.1-52 SV-SCS SECONDARY DOWNLINK SCD BER A 5.10
- -----------------------------------------------------------------------------------------------------------
4.1-53 UNAUTHORIZED COMMAND ATTEMPTS D 5.13
- -----------------------------------------------------------------------------------------------------------
4.1-54 MINIMIZE ORBITAL DEBRIS A
- -----------------------------------------------------------------------------------------------------------
4.1-55 PHYSICAL AND COMPUTER SECURITY D 5.13
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
4.2 INTERFACES
- -----------------------------------------------------------------------------------------------------------
4.2-1 PROVIDE SV KNOWLEDGE BOX UPDATES D 5.3
- -----------------------------------------------------------------------------------------------------------
4.2-2 GW-SCS CALL DETAIL RECORD TRANSMISSION FREQUENCY D 5.13
- -----------------------------------------------------------------------------------------------------------
4.2-3 EXCHANGE SCD WITH GATEWAYS D Demonstrate at SCS
level
- -----------------------------------------------------------------------------------------------------------
4.2-4 EXCHANGE NOD WITH GATEWAYS D Demonstrate at SCS
level
- -----------------------------------------------------------------------------------------------------------
4.2-5 SATELLITE EPHEMERIS DATA FOR RA A
- -----------------------------------------------------------------------------------------------------------
4.2-6 RADIO ASTRONOMY SCHEDULING INTERFACE A
- -----------------------------------------------------------------------------------------------------------
4.2-7 SV-SCS LINK CAPACITY D 5.2
- -----------------------------------------------------------------------------------------------------------
4.2-8 TRANSPARENCY OF HANDOFFS D 5.8
- -----------------------------------------------------------------------------------------------------------
4.2-9 SV-SCS PRIMARY RF LINK D 5.2
- -----------------------------------------------------------------------------------------------------------
4.2-10 SV-SCS SECONDARY RF LINK D 5.2
- -----------------------------------------------------------------------------------------------------------
4.2-11 ADJUST EIRP D Demonstrate at SCS
level
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Page 4
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IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
4.2-12 MEASURE/REPORT RECEIVED POWER D 5.2
- -----------------------------------------------------------------------------------------------------------
4.2-13 SCS-GW FEEDER LINK D 5.13
- -----------------------------------------------------------------------------------------------------------
4.2-14 SCS-GW SECURE COMMERCIAL COMM LINK D Demonstrate at SCS
level
- -----------------------------------------------------------------------------------------------------------
4.2-15 SCS-SPACE LAUNCH OPERATIONS INTERFACE D Pre-Launch Tests
- -----------------------------------------------------------------------------------------------------------
4.2-16 SCS UPLINK FREQUENCY D 5.12.2
- -----------------------------------------------------------------------------------------------------------
4.2-17 SCS DOWNLINK FREQUENCY D 5.12.2
- -----------------------------------------------------------------------------------------------------------
4.2-18 PROVIDE TIME OFFSETS D 5.13
- -----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
4.3 MAINTAINABILITY REQUIREMENTS
- -----------------------------------------------------------------------------------------------------------
4.3-1 CONDUCT PM WITHOUT DEGRADING PERFORMANCE A
- -----------------------------------------------------------------------------------------------------------
4.3-2 DIAGNOSTICS WITHOUT SERVICE DEGRADATION A
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
6.1 AVERAGE ACTUAL SERVICE PROVIDED A 4.0
- -----------------------------------------------------------------------------------------------------------
</TABLE>
2.3 Test Failures/Retest Philosophy
Any of the Acceptance tests or demonstrations that do not meet the
specified requirements will be formally documented as a test
discrepancy. On the occurrence of a test discrepancy the testing
will proceed in parallel with an investigation to determine the
probable cause and the planned disposition.
Failed space vehicles identified during the initial phases of the
Acceptance program will be de-orbited only if they meet the Seller
defined de-orbit criteria. Replacement of space vehicles during
the final phase of the Acceptance program will be as determined by
Seller as required to meet the AASP criteria defined in SOW
Paragraph 6.0.
Failures due to design deficiencies may require redesign of the
affected hardware or software or a formally negotiated change to
the applicable SOW requirement. Retest of any redesigned hardware
or software shall be limited to a retest of the portion of the
original procedure that failed and any portion that was affected
by the changes made to the hardware or software.
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IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
3.0 ACCEPTANCE PROGRAM PHASE DESCRIPTIONS
3.1 Space Node
The first phase of the Acceptance Program will encompass the
testing associated with a Space Node. A Space Node configuration
consists of one Space Vehicle capable of utilizing its forward and
backward crosslinks, and that same Space Vehicle capable of
utilizing its plane to plane crosslink with other Space Vehicles.
The types of Acceptance tests to be run to test Space Node are
shown in Table 3.1-1.
Table 3.1-1
Acceptance Tests to be Performed at Each Test Phase
<TABLE>
<CAPTION>
-------------------------------------------------
Test Phase
- ------------------------------------------------------------------------------------------
Test Plan Test Type Segment Test Space Node Incremental
Para. No. Acceptance
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5.1 Telemetry Processing X X
5.2 Command and Control X X
5.3 Flight Dynamics X X
5.4 System Synchronization X
5.5 L-Band Characteristics X X
5.6 Time Delay X X
5.7 Call Setup X X
5.8 Handoffs X
5.9 SV Crosslink X
5.10 Feeder Links X X
5.11 Geolocation X
5.12 Frequency of Operation X X
5.13 System Operations X
5.15 Interface Compatibility X
5.16 Lower Level Test Data Rqmnts X
- ------------------------------------------------------------------------------------------
</TABLE>
More detailed discussions on each of these test types is included
in Section 5.0.
Additional space vehicles or SCS facilities added after the
completion of Space Node testing will undergo the incremental
acceptance testing as defined in paragraph 3.2 below. Space
System tests shall be limited to those necessary to constitute
Space Vehicle acceptance and shall not retest existing Space
Vehicles in the network directly.
3.2 Incremental Acceptance
Incremental Acceptance testing refers to intersegment testing that
will be conducted when additional space vehicles or SCS facilities
(Master Control Facility (MCF), TTAC West) are integrated into the
Space System after the completion of the Space Node testing. The
types of tests to be run during Incremental Acceptance are shown
in Table 3.1-1. More detailed
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IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
discussions on each of these test types is included in Section
5.0. Acceptance of the Master Control Facility and remaining TTAC
Facility shall occur upon the successful addition of any Space
Vehicle to the Constellation using the Master Control Facility and
remaining TTAC Facility for control of the network and
constellation during any such Space Vehicle incremental acceptance
Tests.
4.0 ACCEPTANCE COMPLETION
Completion of milestone 47 and acceptance of the Space System occurs
on the date of Seller's successful completion of all tests required in
paragraphs 3.1 and 3.2 of this exhibit demonstrating compliance with
the specific listed criteria of the Statement of Work, the completion
of a coverage analysis that verifies the coverages listed as step VII
of Table 3.7.1 of the SOW, and calculation of the Average Actual
Service Provided (AASP) coverage and capacity factors of at least *
for a ninety (90) day period preceding such date. The calculation of
the AASP is as described in Section 6.0 of the Statement of Work. The
Acceptance Completion will include the preparation of an IRIDIUM Space
System Acceptance report. The IRIDIUM Space System Acceptance report
shall contain collected and summarized data that has been compared to
the functional requirements. The report will also include the results
from network analyses and other conclusions resulting from this
acceptance testing.
5.0 DEFINITION OF TEST TYPES - The specific procedures to be employed in
the conducting of these tests shall be specified in the ATP procedures
to be developed by Seller.
5.1 Telemetry Processing
During this test the control facility will be operating in
primarily a passive role where it's primary function is to receive
and process the critical constellation telemetry data. The
digital telemetry data collected will be compared to maximum and
minimum limits. Time elapsed graphics will also be available for
display.
5.2 Command and Control
The Command and Control test will be executed on all Space
Vehicles. During this test the control facility will exercise a
Seller defined set of remote commands, beginning with the least
critical ones and verify the correct execution. During this test
selected Built-in-Test routines will be executed by the Space
Vehicle and the results reviewed at the control facility.
Commands supporting the safe mode operation will also be
exercised.
5.3 Flight Dynamics
The purpose of this test will be to demonstrate the capability to
determine the satellite position and perform any necessary station
keeping maneuvers. During this test periodic ranging measurements
will be made
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 7
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IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
and the data will be recorded in the control center. After
sufficient data has been collected such that an accurate estimate
of the orbit can be made the next orbital maneuver will be planned
and executed. The space vehicle response will then be analyzed to
ensure the result is within the expected limits.
5.4 System Synchronization
System Synchronization shall be verified by collecting DTOA and
range precorrection values for both ends of the feeder link.
5.5 L-Band Characteristics
L-band IRIDIUM Subscriber Unit interface characteristics shall be
verified by test of a single channel for a minimum of six cells
within each Space Vehicle of the constellation. L-Band paging
interface characteristics shall be verified by testing of each
Space Vehicle of the Constellation. The testing shall be
performed by initiating voice and paging activities using the
subscriber and gateway simulators and measuring the power spectral
density and BER of the paging, ring-alert, and voice channel
downlinks using a calibrated test set with a directional tracking
antenna. The testing will also include measurements of the L-Band
uplink BER for fixed values of EIRP consistent with the
requirements of SOW paragraph 3.2-5. All testing will be
performed at the earth's surface in locations with a clear
unobstructed view of the servicing space vehicle.
5.6 Time Delay
Voice data communications delay shall be verified by test. The
time delay of a voice channel between the gateway simulator and
the subscriber simulator shall be measured when both are serviced
by the same Space Vehicle and again when they are serviced by an
adjacent space vehicle.
5.7 Call Setup
Call Setup shall be verified by establishing a voice link through
the system using the subscriber and gateway simulators and
measuring the Space System contribution to the call setup time as
well as the Space System contribution to the time required to
register a subscriber unit.
5.8 Handoffs
A demonstration of transparency of handoffs shall be accomplished
by establishing a voice link through the system using the
subscriber and gateway simulators. This link will be maintained
for a series of tests during which at least three Space Vehicles
will traverse the subscriber simulator test site thereby
demonstrating both the cell to cell handoff and the handoff from
one Space Vehicle to another Space Vehicle and finally a third
Space Vehicle. Measurements of dropped calls and link integrity
will be performed during the testing.
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IRIDIUM Space System Contract
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ACCEPTANCE PLAN
5.9 SV Crosslink
SV Crosslink performance shall be verified by sending test packets
between two gateway simulators and checking the bit error rate on
the received data. This demonstration will not be sufficient to
characterize the individual link bit error rate performance, it
will intended to only be a demonstration that packets can be sent
through the crosslinks and received with a very low error rate.
Space node testing will include simultaneous testing of all four
crosslinks for a single spacecraft.
5.10 Feeder Links
Gateway link capacity shall be verified by routing test packets
between two earth terminals with the Gateway channel load at
maximum capacity. This demonstration will not be sufficient to
characterize the individual link bit error rate performance, it
will intended to only be a demonstration that packets can be sent
through the Feeder links and received with a very low error rate.
5.11 Geolocation
Geolocation shall be verified by using the subscriber simulator to
initiate a service request. During the service request process it
will be demonstrated that a radio determination of location is
accomplished by the gateway simulator for use in handover
assistance. During this test the capability to deny service based
on geographical location will also be demonstrated.
5.12 Frequency of Operation
5.12.1 L-Band Frequency
Frequency of operation of each Space Vehicle shall be
verified during subtier testing. Performance of the
constellation shall be verified using the subscriber and
gateway simulators and establishing L-band links at
lowband edge, midband and high band edge for each Space
Vehicle of the constellation.
5.12.2 K-Band Frequency
K-band gateway links shall be tested by using the gateway
simulator and System Control Facilities to command
operation of each K-band link frequency. Frequency
verification of Space Vehicle to Space Vehicle frequencies
shall be by demonstration of continued system operation as
the available sets of frequencies are utilized.
5.13 System Operations
The ability of the System Control Segment to manage the
system hardware/software configurations, manage software
uploads, and detect unauthorized command attempts will be
demonstrated. Additional SCS operational capabilities
will also be demonstrated during this one time only test.
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IRIDIUM Space System Contract
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ACCEPTANCE PLAN
5.14
5.15 Interface Compatibility
Interface documents shall be validated by successful
utilization of the subscriber and gateway simulators
designed constructed and tested to those documents.
5.16 Sub-tier Data Required for Supporting Analyses
5.16.1 Space Vehicle Capacity
Voice Channel Cell capacity, paging capacity, and
simultaneous operation of the GW links shall be
verified by sub-tier testing and analysis
including the loading of a space vehicle processor
with simulated call and paging traffic. During
this test the capability to assign a channel or
send a service not available indication will also
be demonstrated.
5.16.2 Antenna Patterns
Antenna Beam patterns shall be verified by analysis
using orbital station-keeping data from the System
Control Segment and antenna beam shape analysis
obtained prior to launch.
5.16.3 Coverage
Space Vehicle coverage shall be verified by
analysis that utilizes the constellation
station-keeping data as input into the orbital
model presented as part of the Space System
Design Review technical data package.
Page 10
<PAGE> 1
EXHIBIT 10.7
IRIDIUM(R)
COMMUNICATIONS SYSTEM
OPERATIONS AND MAINTENANCE
CONTRACT
BETWEEN
IRIDIUM LLC
AND
MOTOROLA
CONTRACT EFFECTIVE DATE: JULY 29, 1993
(CONFORMED 1/14/97 TO INCLUDE AMENDMENTS 1, 2, 3, 4, 5 AND 6)
- ----------------------------------------
IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE MARK OF IRIDIUM LLC
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
TITLE PAGE
- ----- ----
<S> <C>
RECITALS. 1
ARTICLE 1. DEFINITIONS. 2
ARTICLE 2. DESCRIPTION OF WORK. 3
ARTICLE 3. PERFORMANCE SCHEDULE. 4
ARTICLE 4. CONTRACTOR'S COMPENSATION. 4
ARTICLE 5. PAYMENT. 6
ARTICLE 6. TITLE TRANSFER. 6
ARTICLE 7. CHANGES. 6
ARTICLE 8. EXCUSABLE DELAYS. 7
ARTICLE 9. OWNER'S ACCESS. 7
ARTICLE 10. REPORTS. 8
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS. 8
ARTICLE 12. PATENT INDEMNITY. 9
ARTICLE 13. WARRANTY. 11
ARTICLE 14. TAXES. 11
ARTICLE 15 PERMITS AND LICENSES. 11
ARTICLE 16. CROSS WAIVER OF LIABILITY. 13
ARTICLE 17. INDEMNIFICATION. 14
ARTICLE 18. INSURANCE. 15
ARTICLE 19. EXPORT REGULATIONS. 15
ARTICLE 20. DEFAULT BY CONTRACTOR. 15
ARTICLE 21. DEFAULT BY OWNER. 17
ARTICLE 22. EXTENSION TO CONTRACT. 18
ARTICLE 23. TERMINATION OF SPACE SYSTEM CONTRACT. 18
ARTICLE 24. NEXT GENERATION SPACE SYSTEM. 18
ARTICLE 25. LIMITATION OF LIABILITY. 18
ARTICLE 26. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES. 18
ARTICLE 27. PUBLIC RELEASE OF INFORMATION. 19
ARTICLE 28. ASSIGNMENT. 20
ARTICLE 29. RELATIONSHIP WITH OTHER AGREEMENTS. 20
ARTICLE 30. NOTICES. 20
ARTICLE 31. AUTHORIZED REPRESENTATIVES. 21
ARTICLE 32. EXHIBITS. 21
ARTICLE 33. ORDER OF PRECEDENCE. 21
ARTICLE 34. APPLICABLE LAW. 21
ARTICLE 35. ENTIRE AGREEMENT. 22
ARTICLE 36. EFFECTIVE DATE. 22
EXHIBIT A STATEMENT OF WORK
</TABLE>
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IRIDIUM Operations and Maintenance Contract
IRIDIUM OPERATIONS AND MAINTENANCE CONTRACT
THIS CONTRACT is hereby made between Motorola, Inc. (hereinafter called
"Motorola" or "Contractor") a corporation organized under the laws of the State
of Delaware, U.S.A., and Iridium, Inc. (hereinafter called "Owner"), a
corporation organized under the laws of the State of Delaware, U.S.A. The
Effective Date of this Contract is the date specified in ARTICLE 36, EFFECTIVE
DATE.
RECITALS.
A. On June 26, 1990, Motorola formally announced that it intended to
develop a global communication system that would allow communication
via portable radio telephones anywhere on Earth -- whether on land, at
sea or in the air. The new system, known as IRIDIUM(R), has at the
heart of its operation, a constellation of nominally sixty-six (66)
satellites in low-earth orbit working together as a digitally-switched
communications Space System in space. The system is intended to handle
both voice and data. One or more ground-based spacecraft control
facilities will maintain the satellite constellation and overall
operation of the system.
B. A key component of the IRIDIUM Communications System will be a Space
System of "gateway" surface facilities in various countries that will
link the satellites with the public-switched telephone network. These
gateways will also store customer billing information and will keep
track of each user's location.
C. Other key components to the system are the Subscriber Units (ISUs) and
Mobile Exchange Units (MXUs).
D. On June 14, 1991 Motorola incorporated Iridium, Inc. to, among other
things, become the owner/operator of the Space System portion of the
IRIDIUM Communications System.
E. A Space System Contract has been or will be executed to function as
the mechanism whereby Motorola will sell to Iridium, Inc. the Space
System portion of the IRIDIUM Communications System.
F. Separate agreements between Iridium, Inc., Motorola, and/or other
appropriate parties will provide for the production and sale of the
Gateways, Subscriber Units, MXUs, and other components of the IRIDIUM
Communications System. Neither this Contract nor the Space System
Contract include the development, sale, operation or maintenance of
the Gateways of the IRIDIUM Communications System.
G. This contract is intended to function as the vehicle whereby Motorola
will operate or direct the operation of the entire IRIDIUM
Communications System, and will maintain the Space System itself by the
routine replacement of individual space vehicles.
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ARTICLE 1. DEFINITIONS
Capitalized terms and the terms specified below used and not otherwise defined
herein shall have the following meanings:
A. Constellation or Space Segment: That part of the IRIDIUM
Communications System consisting solely of the space vehicles (also
referred to as spacecrafts or satellites) in low-earth orbit. It does
not include the System Control Segment, Gateways, ISUs, MXUs or other
components necessary for complete utilization of the IRIDIUM
Communications System.
B. Gateway: The Gateways encompass the ground-based facilities
constructed in accordance with the Gateway Interface Specification
supporting the subscriber billing/information functions in addition to
call processing operations and the connection of the IRIDIUM
subscriber communications through the Public Switched Telephone
Network (PSTN).
C. Gateway Interface Specification: The functional specification that
defines the radio frequency interface, logical and physical protocols,
and functionality necessary for Gateway interoperability with the
Space System. It does not include the voice encoding algorithm
necessary for complete interoperability with the IRIDIUM
Communications System.
D. IRIDIUM Communications Service: The telephony of voice and data
service between subscribers and PSTN customers and the paging service
to subscribers provided by IRIDIUM Communications Systems.
E. IRIDIUM Communications System (or simply "IRIDIUM"): The complete
integrated satellite- based digitally-switched communication system.
This term refers collectively to the Space Segment, System Control
Segment, Gateways and Subscriber Unit Segment.
F. Mobile Exchange Units (MXUs): The equipment designed to interconnect
multiple voice or data channels to the IRIDIUM Communications System
using the subscriber unit radio frequency interface to the Space
System.
G. Paging Unit Interface Specification: The functional specification
that defines the radio frequency interface, logical and physical
protocols and paging unit functionality necessary for paging unit
interoperability with the Space System.
H. Satellite Subscriber Unit (Voice) Interface Specification: The radio
frequency interface, logical and physical protocols, and unit
functionality necessary for subscriber unit (voice) interoperability
with the Space System. It does not include the voice encoding
algorithm necessary for complete interoperability with the IRIDIUM
Communications System.
I. Space System Operations Plan: Documentation developed under the Space
System Contract that details the functional operation of the Space
System. It also
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IRIDIUM Operations and Maintenance Contract
describes the functional operation of the entire IRIDIUM
Communications System.
J. Space System: The term refers to the integrated combination of the
Space Segment and System Control Segment.
K. Space Vehicles: The terms "space vehicle", "satellite", or
"spacecraft" all have the same meaning throughout this contract and
refer to the individual or multiple satellites of the Constellation.
L. Spare Space Vehicle: A space vehicle built by Contractor to
substantially the same performance specifications as those Space
Vehicles built under the Space System Contract. Such Spare Space
Vehicles are intended to be used by Contractor to replace space
vehicles of the Constellation in accordance with its obligations under
this contract. Contractor may store such Spare Space Vehicles on the
ground or may launch one or more of them into an orbit below the orbit
of the Constellation (i.e. a storage orbit) for later insertion into
the Constellation.
M. Subscriber Unit Segment: The Subscriber Unit Segment refers
collectively to the individual equipment units to be used by
subscribers and capable of initiating and receiving communications
through the IRIDIUM Communications System. These may include for
example hand-held portable units, aircraft units, marine units,
portable office units, and pay phone units. As used herein, this term
also includes paging units.
N. System Control Segment (SCS): This term refers to the various
ground-based sites, equipment, and facilities to manage and control
the individual space vehicles of the Constellation, and the
communication links of the IRIDIUM Communications System. The System
Control Segment is composed of a Master Control Facility, a Backup
Control Facility, and associated Telemetry, Tracking and Command
Facilities (TTAC's).
O. ODN: A communications link, separate from the Space System and the
Constellation, which is solely between and among the MCF and the
Gateway Equipment, and which is sufficient for the transmission of
network management data between the MCF and the Gateway Equipment and
message delivery requests from the MOC to the MTC. Backup link
capabilities will be provided to the backup location(s) for the
Network Management and MTC functions. The ODN shall not include
intra-SCS communications, nor the transmission of IRIDIUM subscriber
data and fax transmissions. The ODN under this Contract is the same
communications link described under the same term in the Terrestrial
Network Development Contract between Contractor and Owner.
P. Gateway Equipment: The hardware and software for the IRIDIUM Gateway
necessary to perform the functions specified in Section 3.1 of Exhibit
A of the Terrestrial Network Development Contract.
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Q. Initial GEPAs: GEPAs for the installation of Gateway Equipment for
the following IRIDIUM Investors, provided the installation of such
Gateway Equipment is scheduled to occur prior to the Commercial
Activation Date:
1. Iridium U.S., L.P.
2. Iridium SudAmerica
3. Nippon Iridium Corp.
4. United Communication Industry Public Company Limited
[Thai Satellite Telecommunications Co., Ltd.]
5. Pacific Communications Co., Ltd. - #1 [Taiwan]
6. Pacific Communications Co., Ltd. - #2 [Indonesia]
7. Iridium Services Deutschland and STET
8. Khrunichev State Research and Production Space Center
9. Iridium China (Hong Kong), Ltd.
10. Iridium India Telecom, Ltd.
11. Korea Mobile Telecommunications Corp.
R. GEPA: A Gateway Equipment Purchase Agreement between Motorola and a
gateway equipment purchaser.
ARTICLE 2. DESCRIPTION OF WORK.
A. Contractor shall provide the necessary labor to operate the System
Control Segment facilities as specified by the Space System Operations
Plan to control the space vehicles of the Constellation and the
day-to-day Space System management for the entire IRIDIUM
Communications System. Such Space System management functions include
the monitoring of the Space System interface of the Space System with
the Gateways, Subscriber Units, Paging Units and Mobile Exchange Units
(MXUs).
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B. Contractor shall exert its best efforts to monitor, upgrade and
replace, the hardware and software of the Space System (including the
individual space vehicles) as necessary to maintain it at a quarterly
Average Actual Service Provided (AASP) coverage factor and capacity
factor of no less than 98.0%. The AASP shall be calculated pursuant
to Exhibit A hereto. However, if the Space System Contract is
completed and accepted by Owner at an AASP coverage or capacity factor
of less than 98.0%, the most recent AASP coverage factor and capacity
factor computed by Contractor preceding such completion and acceptance
shall apply to this contract for the first complete quarterly period
(and any initial partial quarterly period). This activity shall
additionally include the routine updating of the Space System
Operations Plan as specified by Exhibit A hereto.
C. Space vehicles lost or damaged by the acts of third parties during the
five (5) year period of this contract shall be replaced by Contractor
in accordance with Paragraph D of ARTICLE 4, CONTRACTORS COMPENSATION,
of this Contract.
D. (1) ODN Connectivity:
Motorola shall manage and provide for the Operations and Maintenance
of the Operations Data Network (ODN), a frame relay network separate
from the Space System and the Constellation, which links the Gateways
and the MCF, and provides backup links to the BCF, or to other backup
sites at which the Network Management Function and the redundant MTC
may be located. The ODN shall include links and capacity as designated
by Iridium LLC for IBSS requirements, including connectivity of
remotely located GBS installations. Availability of the ODN shall be
consistent with the requirements for reliable delivery of the traffic
carried, and Motorola and Iridium shall periodically review ODN
performance data and make adjustments, if required, as mutually
agreed.
(2) ODN Capacity, Traffic Allocation and Cost Allocation
Initial Capacity:
Initially, Motorola shall provide a 64 KBPS link between the frame
relay network and each gateway and a 256KBPS link between the frame
relay network and the MCF. Sizing of the link to the BCF, or to other
backup sites at which the Network Management Function and the
redundant MTC may be located shall be sufficient to accommodate the
equivalent traffic as would be carried by the link to the MCF. In
addition, Motorola shall provide links to remotely located GBS sites,
as designated by Iridium LLC. Such remote site designations and the
initial capacity of each link shall be communicated to Motorola by
Iridium LLC by a mutually agreeable date consistent with commercial
and operational needs.
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IRIDIUM Operations and Maintenance Contract
Anticipated Traffic:
Traffic (data) to be transported by the ODN includes:
- Motorola responsible network management data between the MCF and the
Gateways and message delivery requests from the MOC to the MTC.
- Iridium LLC responsible Call Detail Record traffic among GBS
(whether colocated with the gateway or remotely located), Gateway and
IBS (whether colocated with MCF or remotely located).
Network management and performance data will be shared between
Motorola and Iridium LLC in order to jointly plan network capacity
allocations and adjustments.
Cost Allocation:
Motorola shall procure and manage the configuration, operation and
maintenance of the entire ODN. Iridium LLC will reimburse Motorola for
the following costs:
- Non-recurring installation charges and recurring operating costs for
links with GBS
installations remote from the Gateways and IBS installations remote
from the MCF.
- Non-recurring installation charges and recurring operating costs for
the IBSS traffic and associated links beyond the cost of the initially
installed capacity as described above.
Each party has first rights to capacity it acquires for its respective traffic.
To the extent spare link capacity exists, Motorola and Iridium agree to share
such spare capacity in order to achieve more efficient use of installed
capacity and to minimize unnecessary expansions.
ARTICLE 3. PERFORMANCE SCHEDULE.
Contractor shall immediately commence all appropriate preparations in order for
it to be responsible for the performance of all of the work described in
ARTICLE 2, DESCRIPTION OF WORK, immediately upon completion of the final
milestone of the Space System Contract. Such effort shall continue thereafter
for a period of five (5) years after the completion of the final milestone of
the Space System Contract. Both Owner and Contractor recognize the Contractor
may need to hire and train personnel, order materials from suppliers, produce
Spare Space Vehicles, and, in the event Contractor utilizes an on-orbit sparing
approach, to launch such Spare Space Vehicles, all prior to completion of the
Space System Contract.
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IRIDIUM Operations and Maintenance Contract
Contractor hereby grants to Owner the Option to extend this Contract for eight
calendar quarters beyond the five-year period of this Contract. Such Option
must be unconditionally exercised by Owner by delivering a written notice to
Contractor no later than the last day of the 20th month after the start of the
five year period of this Contract. In the event Owner exercises this Option,
during such additional eight calendar quarters, Owner will pay Contractor the
applicable quarterly payments determined from the table in paragraph A of
Article 4, "CONTRACTOR'S COMPENSATION."
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IRIDIUM Operations and Maintenance Contract
ARTICLE 4. CONTRACTOR'S COMPENSATION.
A. During each of the twenty (20) calendar quarters of the five (5) years
of this Contract, Owner shall pay Contractor quarterly payments as
determined from the table below.
<TABLE>
<CAPTION>
PAYMENT (U.S.)
Year Per Calendar Quarter*
---- --------------------
<S> <C>
1998 $129,360,000
1999 $134,360,000
2000 $139,360,000
2001 $145,360,000
2002 $151,360,000
2003 $157,748,000
2004 $164,762,000
2005 $171,777,000
2006 $178,794,000
</TABLE>
*Although the parties anticipate that the five year period of this Contract
will commence at the beginning of the fourth quarter of 1998 the actual date
cannot be determined at this time, but will be the day of the acceptance of the
final milestone of the Space System under the Space System Contract. The
quarterly periods will be January through March, April through June, July
through September, and, October through December. The quarterly payment of the
first period shall be prorated against the applicable quarterly period and be
based upon the actual number of days remaining in the quarter from and
including the day of final acceptance of the Space System under the Space
System Contract compared to the total number of days in the quarter. The
quarterly payment for the final period of the five year duration of this
contract shall be prorated based upon the actual number of days covered in the
final quarter up to and including the last day of the fifth year compared to
the total number of days in the quarter. Notwithstanding the foregoing, in the
event the completion of the Space System Contract and, therefore, the
commencement of the five year period of this Contract is delayed for more than
six (6) months for any reason other than causes within the reasonable control
of Contractor, the quarterly payments specified in Paragraph A above shall be
adjusted to account for any additional costs incurred by Contractor.
Nineteen (19) months after the commencement of this Contract, Contractor will
evaluate its relative risks and cost experience on the Contract to date and
will consider as appropriate a possible downward only price adjustment to the
quarterly prices stated herein. Any such price adjustment will be based upon
Contractor's sole and absolute discrition.
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IRIDIUM Operations and Maintenance Contract
B. Upon termination of this Contract prior to its expiration, as a result
of the termination of the Space System Contract prior to completion of
its final milestone for the convenience of Owner, Owner shall
immediately pay Contractor:
1. the sum of $46,000,000 (U.S.) for each Spare Space Vehicle
then located in a low-earth storage orbit; and
2. the sum of $31,000,000 (U.S.) for each Spare Space Vehicle
not yet launched; and,
3. a portion of the sum stated in B.2. above for each partially
completed Spare Space Vehicle whereby such portion shall be
equal to the percentage of completion of each space vehicle
multiplied times the sum listed in Paragraph B.2. above (for
example if a space vehicle is 75% complete, Owner shall pay
Contractor 75% of $31,000,000 for that partially completed
space vehicle).
Upon such termination or expiration of this contract or Space System
Contract, and payment by Owner to Contractor of all of the sums
specified above, (items 1, 2, and 3), title and risk of loss to each
such spare space vehicle not yet launched and the materials of each
partially completed spare space vehicle (items 2 and 3 above) shall
pass to Owner. Title and risk of loss to each spare space vehicle
already in a low-earth storage orbit passes to Owner as provided by
ARTICLE 6, TITLE TRANSFER.
C. Upon expiration of the five (5) year period of this Contract, Owner
shall pay Contractor the amounts specified in Paragraphs B1, B2 and B3
above; provided however that if Owner gives Contractor written notice
on or before the first day of the last full year of this Contract of
Owner's intent to not renew this Contract, Owner shall only pay
Contractor the amounts for item B1 above upon expiration of the five
(5) year duration of this Contract.
D. In the event one or more space vehicles of the Constellation, or, any
space vehicle in a low earth storage orbit are damaged by the acts of
third parties (including but not limited to the degradation or
complete loss of any space vehicle due to contact with space debris of
any size or character) and, upon request by Owner, Contractor agrees
to promptly replace such damaged space vehicles. In addition to the
quarterly payments, Owner agrees to pay Contractor the sum of
$46,000,000 (U.S.) upon the delivery by Contractor of a replacement
space vehicle in the orbital position in which such damaged or lost
space vehicle had been located. Furthermore, any such damaged or lost
space vehicles shall be considered fully functional for purposes of
the computation of the Average Actual Service Provided percentages in
Exhibit A. Upon arrival of such replacement space vehicle in the
designated Constellation orbital position, such replacement space
vehicle will commence to be evaluated for purposes of the computation
of the Average Actual Service Provided percentages in Exhibit A.
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IRIDIUM Operations and Maintenance Contract
The parties anticipate having evidence available when a space vehicle
is impacted by a large object in space and is totally destroyed as a
result. However, the parties also recognize that it may be extremely
difficult to determine the actual cause of the partial or complete
degradation or inoperability of a space vehicle in the event it is
impacted by small objects in space. Therefore, the parties agree that,
in the event the evidence available to the parties suggests to
reasonable and prudent experts knowledgeable in the field of
spacecraft orbital operations and/or space debris that a space object
(i.e., space debris) may have impacted a space vehicle and caused it
to become partially or completely inoperative, such situations shall
be deemed to be a situation whereby such spacecraft degradation was in
fact caused by a third party for purposes of this Article; provided
however that in such situations, Owner shall only be obligated to pay
Contractor $23,000,000 (U.S.) upon the delivery by Contractor of a
replacement space vehicle in the orbital position in which such
damaged or lost space vehicle had been located.
ARTICLE 5. PAYMENT.
A. The quarterly payments referred to in ARTICLE 4, CONTRACTOR'S
COMPENSATION, shall be paid by Owner to Contractor on or before the
first day of each calendar quarter. Payment to Contractor shall be
made by cable/wire transfer to a banking institution as Contractor
designates or by such other means as Contractor may designate from
time to time.
ARTICLE 6. TITLE TRANSFER.
Unless otherwise stated herein, the following shall apply:
A. Title and risk of loss or damage to each individual Spare Space
Vehicle of the Constellation shall pass to Owner upon the earlier of
the arrival of each such Spare Space Vehicle in a low-earth storage
orbit, or, upon the date on which Contractor demonstrates to Owner the
arrival of each space vehicle at its designated orbital location in
the Constellation. Except as provided by Paragraph D of ARTICLE 4,
CONTRACTOR'S COMPENSATION and other specific provisions of this
Contract, this transfer of title and risk of loss shall not affect
Contractor's best effort obligation to maintain the quarterly Average
Actual Service Provided percentages at a minimum 98.0% by replacing
such Spare Space Vehicles as appropriate without any price adjustment.
B. Title and risk of loss to the updates to the Space System Operations
Plan, replacements or repairs to hardware and revisions to items of
software in the System Control Segment shall pass to Owner upon the
earlier of either the delivery of such items from Contractor to Owner
at Contractor's Chandler, Arizona facility, or their incorporation and
use in the books, records or facilities of Owner's System Control
Segment. Repairs or replacements of hardware, software or other
components of the System Control Segment due to damages caused by
events which constitute excusable delays under ARTICLE 8 are not
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IRIDIUM Operations and Maintenance Contract
included in the quarterly payments specified in ARTICLE 4. In addition
to the remedies provided in ARTICLE 8, Owner agrees to pay Contractor
for such repair and replacement work based upon terms and conditions
mutually acceptable to both parties.
ARTICLE 7. CHANGES.
Changes to this Contract may be made only by mutual agreement of both parties
hereto. Such changes shall be evidenced by a written agreement executed by
authorized representatives of both parties. No change shall be binding on
either party unless and until such written document is fully executed by both
parties.
ARTICLE 8. EXCUSABLE DELAYS.
A. Without limiting any other provision specifying what constitutes an
excusable delay under this Contract, any event which causes a failure
or delay to perform hereunder, and in every case is beyond the
reasonable control and without the fault or negligence of Contractor
and its subcontractors hereunder shall constitute an excusable delay,
if notice thereof is given to Owner within thirty (30) days after such
event shall have occurred. Such excusable delay events include but
are not limited to acts of God or of the public enemy; acts of
governments in their sovereign or contractual capacity, including
government priorities, allocations, regulations or orders affecting
materials, facilities, or completed spacecraft; fires; floods;
snowstorms; earthquakes; epidemics; quarantine restrictions; strikes;
labor difficulties; wars; and freight embargoes. Delays in launches
of spacecraft caused by the actions or inactions of Contractor's
launch service subcontractors directly pursuant to their subcontracts
with Contractor shall not constitute excusable delays hereunder. All
other delays in launches of spacecraft arising for whatever reason not
caused by Contractor shall constitute excusable delays hereunder.
Such excusable delays include, but, are not limited to delays in the
launch(es) of the Contractor's spacecraft due to delays of any other
launch(es) (i.e. not for this contract) preceding any of Contractor's
scheduled launch(es) whether or not caused by the actions or inactions
of Contractor's launch service subcontractors relating to such
preceding launches.
B. In the event of any such excusable delay, the performance schedule
shall be extended equitably and the quarterly payments shall be
adjusted to account for any additional costs incurred by Contractor as
a result of such delay. Contractor shall exert its best efforts to
mitigate such additional costs or schedule impact to the extent
reasonable. In the event of any such excusable delay Contractor shall
be relieved of its obligation under ARTICLE 2 to exert its best
efforts to maintain the Space System at a minimum quarterly Average
Actual Service Provide coverage and capacity percentages of 98%.
During such excusable delays, Contractor shall continue to maintain
the AASP at the best reasonable level it can and shall be paid the
full quarterly payment in addition to any additional costs it incurs
as a result of such delay.
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IRIDIUM Operations and Maintenance Contract
ARTICLE 9. OWNER'S ACCESS.
For the purpose of observing the status and quality of Contractor's performance
of work, Contractor shall afford a limited number of Owner's employees, or,
designees as approved by Contractor, subject to Article 19, EXPORT REGULATIONS,
access to contract activities at the Contractor's and its first-tier
subcontractor's facilities on a non-interference basis. Contractor's approval
of designees requested by Owner shall not be unreasonably withheld; provided,
however, that such approval may be withheld if Contractor or its first-tier
subcontractor(s) have reasonable concerns as to the protection of their
proprietary information or potential injury to their competitive market
position(s).
ARTICLE 10. REPORTS.
Contractor shall prepare and submit to Owner the following reports in the
frequency specified during the five (5) year period of performance of this
Contract:
1. Quarterly reports containing Contractor's analysis of data
supporting its certification of its computation of the
Average Actual Service Provided percentages for the
immediately preceding quarterly period. Such reports shall be
submitted no later than the fifteenth day following the end
of each such quarterly period.
2. Daily summaries of space system operations activities
including data to be utilized in the computation of the
quarterly Average Actual Service Provided percentages.
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS.
A. Except for computer programs and related documentation which are
covered by Paragraph C below, unless this Contract is terminated
pursuant to ARTICLE 21, DEFAULT BY OWNER, Owner shall have an
unlimited right to use, duplicate, and disclose the information
contained in the updates to the Space System Operations Plan furnished
pursuant to ARTICLE 2, DESCRIPTION OF WORK, of this Contract; and the
reports delivered under ARTICLE 10 above, however, if any written
material furnished as part of said documentation is copyrighted, Owner
shall have an unlimited right to make copies of such copyrighted
material and to use such copies for any Owner purpose without payment
of additional compensation to Contractor only to the extent that
Contractor has the authority to grant such right. In the event
Contractor does not have such right, Contractor will use its best
reasonable efforts to obtain such rights for Owner. In the event that
the obtaining of such rights involve the payment of a fee, Owner shall
reimburse Contractor for said fee.
B. Except for the data listed in Paragraph A above, all data, including
without limitation, manufacturing processes technology, and any other
information relating to terrestrial cellular networks or components,
that are or may be
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IRIDIUM Operations and Maintenance Contract
delivered or disclosed by Contractor to Owner shall be subject to
ARTICLE 26, DISCLOSURE AND USE OF INFORMATION BY THE PARTIES and Owner
acquires no rights, title or interest in such intellectual property or
other intellectual property associated with the design of the Space
System except as may be negotiated in other license agreements between
Contractor and Owner pursuant to reasonable terms and conditions
mutually acceptable to Contractor and Owner.
C. To the extent computer software and documentation delivered under the
Contract is proprietary to either Contractor or its licensor, such
items shall be provided as proprietary information under ARTICLE 27,
DISCLOSURE AND USE OF INFORMATION BY THE PARTIES. Notwithstanding any
other provisions of this Contract, the ownership and title to
copyrights in computer programs and related documentation that may be
delivered to Owner by Contractor in accordance with the Contract shall
remain in Contractor or Contractor's licensor.
1. To the extent that Contractor has the right to do so,
Contractor shall grant to Owner, with respect to software and
related documentation delivered in written or magnetic or
optical form under the Contract as part of the System Control
Segment facilities, a paid-up, non-exclusive,
non-transferable license with respect to such software and
documentation, to:
a. use or have used on Owner's behalf solely for the
operation and maintenance of Owner's IRIDIUM Space
System and direct replacements thereto whether
manufactured by Contractor or not; and
b. make one or more back-up copies for retention in a
secure area in case a working copy is destroyed or
damaged, the number of back-up copies to be
consistent with generally accepted and prudent data
processing archive procedures not to exceed six (6)
such copies.
2. Owner has no right to copy or have copied or modify software
that is (a) not supplied in written form or on optical or
magnetic media, or (b) not supplied as a part of the System
Control Segment equipment, or (c) embedded as firmware in any
equipment delivered by Contractor.
3. Owner's license set forth in paragraph C.1.a shall become
effective upon completion of the Operations and Maintenance
(O&M) Contract by Contractor. Owner's license under
Paragraph C.1.b. shall become effective upon completion of
the Space System Contract.
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ARTICLE 12. PATENT INDEMNITY.
A. Subject to the limitations contained or referred to herein, Contractor
will defend at its own expense, any claim, suit or proceeding brought
against Owner on account of the Space System or any part thereof
supplied by Contractor to Owner under this Contract, FOR INFRINGEMENT
OF ANY VALID AND ENFORCEABLE PATENT IN ANY COUNTRY OF THE WORLD WHERE
AN IRIDIUM SERVICE PROVIDER HAS BEEN AUTHORIZED TO PROVIDE SERVICES by
an Authorized Gateway Operator, and, to the extent required, licensed
by the government of such country to provide IRIDIUM services. In
responding to such claim, suit or proceeding Contractor shall have the
option of settling or resolving such claim, suit, or proceeding by any
one or more of the following:
1. procuring for Owner the right under such patent to use,
lease, or sell, as appropriate, the Space System or
infringing part thereof; or,
2. replacing the Space System or infringing part thereof; or,
3. modifying the Space System or part thereof so as not to
infringe; or,
4. paying any settlement or any final judgment entered by a
court of competent jurisdiction against Owner on such
infringement defended by Contractor.
B. Owner agrees that Contractor shall be relieved of the foregoing
obligations unless Owner notifies Contractor promptly in writing of
any such claim, suit or proceeding, and at Contractor's expense,
cooperates with and gives Contractor complete information and
assistance to mitigate, settle and/or defend any such claim, suit or
proceeding. In the event that the actual liability of Contractor as a
consequence of a claim, suit or proceeding or a combination of claims,
suits or proceedings in a particular country exceeds ten percent (10%)
of the actual income derived by Owner from operation of the IRIDIUM
Communication System in such country, then Owner shall cooperate with
Contractor to mitigate Contractor's liability, including either
terminating service in such country or releasing Contractor from any
obligation for liability for patent infringement in such country in
excess of the aforesaid percentage of Owner's income in such country.
C. Contractor shall have no liability for any infringement arising from:
1. the combination of the Space System or any part thereof with
any other product or service not furnished by Contractor, or
2. the modification of the Space System or any part thereof
unless such modification was made by Contractor; or
3. a patent of a country not included in Section A of this
Article 12.
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D. Subject to all the provisions of this Article 12, PATENT INDEMNITY,
Contractor's entire liability hereunder, including liability for
attorneys fees, costs, adverse judgments and other compliance with the
provisions hereof, shall be limited to the amount Owner paid
Contractor for the particular items found to infringe. Furthermore,
Contractor's entire liability under this Article 12 shall be subject
to the overall limitation of liability under Article 25, LIMITATION OF
LIABILITY.
E. Contractor shall not be liable for any costs or expense incurred
pursuant to this Article without Contractor's written authorizations.
CONTRACTOR SHALL IN NO EVENT BE LIABLE FOR LOSS OF USE OR FOR
INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER IN
CONTRACT OR IN TORT OR UNDER ANY OTHER CAUSE OF ACTION. THE FOREGOING
STATES THE ENTIRE WARRANTY BY CONTRACTOR AND THE EXCLUSIVE REMEDY OF
OWNER, WITH RESPECT TO ANY ALLEGED PATENT INFRINGEMENT BY THE SPACE
SYSTEM OR ANY PART THEREOF OR ANY OTHER PRODUCT DELIVERED BY
CONTRACTOR TO OWNER UNDER THIS CONTRACT.
F. Owner shall indemnify, defend and hold Contractor harmless against any
expense, judgment, or loss for infringement of any patents, copyrights
or trademarks which results from Contractor's compliance with Owner's
designs, specifications, or instructions.
G. Except as specifically provided by ARTICLE 11, INTELLECTUAL PROPERTY
RIGHTS, and any other written agreements between the parties, no sale,
or lease hereunder shall convey any license by implication, estoppel,
or otherwise to Owner, under any proprietary rights, copyrights, or
patent rights of Contractor.
ARTICLE 13. WARRANTY.
The provisions of this Article 13 are not intended and shall not be construed
to abate, limit or otherwise mitigate the obligations of Contractor expressly
stated elsewhere in this contract including but not limited to its obligations
as set forth in ARTICLE 2, DESCRIPTION OF WORK.
CONTRACTOR DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE SERVICES, MATERIALS
OR EQUIPMENT INCLUDING BUT NOT LIMITED TO THE SPARE SPACE VEHICLES SUPPLIED
UNDER THIS CONTRACT, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
ALL OF WHICH ARE EXPRESSLY EXCLUDED. CONTRACTOR SHALL HAVE NO LIABILITY,
WHETHER IN CONTRACT OR TORT, FOR SPECIAL, INCIDENTAL, INDIRECT, OR
CONSEQUENTIAL DAMAGES, OR FOR OWNER'S COST OF EFFECTING COVER, OR FOR FAILURE
OR NONPERFORMANCE OF PROPERTY OR FOR LOST PROFIT OR REVENUE.
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ARTICLE 14. TAXES.
A. The quarterly payments of this Contract referred to in ARTICLE 4,
CONTRACTOR'S COMPENSATION, includes all transportation and related
charges and all applicable taxes, duties and similar liabilities
whatsoever for delivery of all items to a destination in the
continental United States, except any tax on the sale to Owner of any
item delivered hereunder. Owner will reimburse Contractor for any such
sales, use tax or duty drawback claim Contractor is required by law to
pay.
B. If requested by the other party, the Contractor and Owner will
cooperate with each other in contesting and/or protesting those taxes
which either party reasonably deems inappropriate. In return for such
cooperation, the Contractor and Owner agree to indemnify each other
against and hold each other harmless from any such tax that the other
party is responsible to pay under Paragraph A above, and from any
costs, expenses, penalties or fees (including reasonable attorneys
fees) which either party incurs in cooperating with the other.
ARTICLE 15 PERMITS AND LICENSES.
A. Contractor or one of its wholly-owned subsidiaries shall apply for and
use its reasonable best efforts to obtain all permits, licenses and
approvals required by the United States Federal Communications
Commission (FCC) or by any applicable U.S. law or regulation, as well
as all necessary orbital locations and radio frequency spectrum, to
construct, launch and operate the Space Segment and to construct and
operate the System Control Segment. Specifically, Contractor or one
of its wholly-owned subsidiaries shall apply to and use its reasonable
best efforts to obtain from the FCC a construction permit(s) to build
the Space Segment and at least one of the System Control Segment
facilities within the United States. In the event such permit to
construct all of the spacecraft and System Control Segment facilities
is not issued by the FCC or other authorized Government entity
acceptable to Owner (whether U.S. or foreign) to Contractor or its
wholly-owned subsidiary on or before December 1, 1994, such situation
shall be treated as an excusable delay under ARTICLE 8, EXCUSABLE
DELAYS, and the price only of this Contract shall be adjusted
accordingly for costs incurred by Contractor after December 1, 1994 as
a result of failure to obtain such permit. In the event such permit
to construct all of the spacecraft and System Control Segment
Facilities is not issued by the FCC or other authorized Government
entity acceptable to Owner (whether US or foreign) to Contractor or
its wholly- owned subsidiary on or before January 1, 1995, such
situation shall be treated as an excusable delay under ARTICLE 8,
EXCUSABLE DELAYS, and the price and schedule of this Contract shall be
adjusted accordingly for costs incurred by Contractor after December
1, 1994 and for schedule delays incurred after January 1, 1995 as a
result of failure to obtain such permit. Contractor or one of its
wholly-owned subsidiaries also shall apply for and use its reasonable
best efforts to obtain from the FCC a license(s) to launch and operate
the Space
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System within the United States and between the United States and
international points. If such license to launch and operate is not
issued to Contractor or its wholly-owned subsidiary by February 1,
1996 such situation shall be treated as an excusable delay under
ARTICLE 8, EXCUSABLE DELAYS, and the quarterly payments and schedule
of this Contract shall be adjusted accordingly. Contractor shall exert
its best reasonable efforts to mitigate the impact of any such
excusable delays by attempting to obtain a waiver, alternate license
(i.e., an experimental license) or undertaking other actions as
determined appropriate in Contractor's discretion.
B. Contractor shall use its reasonable best efforts to coordinate within
the United States and on a worldwide basis the effective use by the
Space System of the necessary frequency spectrum and orbital
locations.
C. Contractor shall use its reasonable best efforts to defend and
maintain all of the aforementioned approvals, permits, and licenses
for the Space System and System Control Segment in accordance with
their respective terms and conditions, and to operate the Space System
and System Control Segment in accordance with all applicable laws and
government regulations.
D. Contractor shall pay for its costs of applying for, obtaining and
renewing the aforementioned approvals, licenses and permits. Owner
agrees to reimburse Contractor for all of its other expenses
associated with the aforementioned approvals, licenses, permits and
allocations, including but not limited to Contractor's costs of
defending against challenges by third parties, and for coordinating
within the United States and on a worldwide basis the effective use by
the Space System of the necessary frequency spectrum.
E. Contractor agrees to keep Owner fully informed on a timely basis of
material events relating to the operational and performance status of
the Space System, and any communications relating to the
aforementioned approvals, licenses, permits and allocations.
Specifically, Contractor shall use its reasonable best efforts to
furnish to Owner the following promptly after their receipt by or
issuance from Contractor:
All communications to or from any regulatory authority, national,
foreign or international, which relate to or affect the Space System
or any approvals, licenses, permits or allocations associated
therewith.
F. Owner agrees not to take any action or enter into any agreement or
arrangement with a third party that conflicts with Contractor's rights
and obligations under this Contract, or to act or fail to act in any
manner which would interfere with Contractor's aforementioned
responsibilities.
G. Notwithstanding any other provision in this Contract, Contractor shall
at all times retain full responsibility for, and all control of the
Space System and all components thereof, including but not limited to
the System Control Segment and any other facilities or stations
licensed by the FCC. Furthermore, nothing
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contained herein shall be interpreted as requiring Contractor to apply
for or obtain the blanket mobile licenses to operate subscriber units
nor the authorizations necessary to operate gateways in the United
States or any other country. Although Contractor or one of its
subsidiaries may apply to become a gateway operator or service
provider for the United States, such action and the obtaining of
necessary FCC licenses to provide such service, shall be accommodated
via separate agreements with Owner as appropriate.
H. Contractor agrees that, upon request of Owner, if the written opinion
of Contractor's legal counsel concludes that Owner is lawfully
qualified to hold the approvals, permits and licenses to construct,
launch and operate the Space System obtained by Contractor pursuant to
Paragraph A above, Contractor will use its best reasonable efforts to
promptly apply for and obtain appropriate authorization from the FCC
to transfer such approvals, permits and licenses, including any
pending applications therefore, to Owner at no cost to Owner except
for those costs that may result from FCC implementation of an auction
approach to issuing such permits, licenses, or approvals. Neither the
application to transfer nor the issuance of any license to Owner
pursuant thereto shall affect the rights and obligations of the
parties hereto except the obligations of Contractor as provided by
Paragraphs A, B, and C above, which shall also completely transfer to
Owner upon transfer of such approvals, permits and licenses to Owner.
In the event the FCC adopts an auction approach to issuing any of the
permits, licenses or approvals contemplated by this Article,
Contractor and Owner agree to negotiate in good faith a mutually
acceptable arrangement with respect to such auctions.
ARTICLE 16. CROSS WAIVER OF LIABILITY.
A. In the event the U.S. Commercial Space Launch Act of 1984, as amended,
is applicable to the launch of spacecraft, to the extent required
thereunder and by any launch service provider licensed thereunder,
both parties agree to make no claims against the other, the
contractors and subcontractors of the other at any tier (including
suppliers of any kind), the officers, directors, agents, servants, and
employees of the other, or any of them, with respect to injury to or
death of either party's employees involved in, or damage to either
party's property in connection with all licensed activities relating
to launches of space vehicles of the Constellation, except as provided
by ARTICLE 20, INDEMNIFICATION. Both parties further agree to cause
all of their respective contractors and subcontractors at any tier
(including suppliers of any kind) to make no such claims.
B. Both parties hereby waive and shall cause their contractors and
subcontractors at any tier (including suppliers of any kind) to waive
any cause of action in tort against the U.S. government, its agents,
employees, contractors, and subcontractors to the extent required by
the U.S. government, and agree to furnish appropriate waivers and
releases as may be required to implement this
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Article in connection with the use of U.S. government launch
facilities, equipment, or required launch support services.
C. In the event Contractor conducts any launch of space vehicles not
subject to the U.S. Commercial Space Launch Act both parties agree to
accede to any waiver of claims as may be required pursuant to
applicable law or as required by any launch service provider.
Contractor agrees to keep Owner informed as to the status of
negotiations with such launch service providers with respect to any
such waiver of claims provisions that are proposed by launch service
providers not subject to the U.S. Commercial Space Launch Act.
Contractor further agrees to use its best reasonable efforts to
negotiate such waiver of claims provisions so that they are not any
broader than the waivers required by the U.S. Commercial Space Launch
Act.
ARTICLE 17. INDEMNIFICATION.
A. Owner shall indemnify and hold harmless Contractor, its directors,
officers, agents, subsidiaries, servants, and employees from any
liabilities, losses and damages including costs, expenses and damages
incurred by Contractor in connection with any and all claims by third
parties caused by or arising out of the development, operation or use
of any part of the Space System after passage of title thereto to
Owner in accordance with ARTICLE 6, TITLE TRANSFER, except any such
third party liabilities, losses and damages that are caused by the
willful misconduct of Contractor. The foregoing indemnification shall
only apply to the extent such liabilities, losses and damages exceed
the amounts paid by Contractor's launch service providers, any
governmental indemnification, and the insurance obtained by Owner as
provided by ARTICLE 18, INSURANCE.
B. CONTRACTOR SHALL NOT BE LIABLE TO OWNER, CUSTOMERS OF OWNERS OR THEIR
CUSTOMERS FOR ANY DAMAGES RESULTING FROM ANY LOSS, DESTRUCTION,
DEGRADATION OR FAILURE OF THE IRIDIUM COMMUNICATIONS SYSTEM OR ITS
SUBSYSTEMS TO OPERATE SATISFACTORILY. Owner agrees to enter into
suitable agreements with its customers to effect the foregoing
limitation of Contractor's liability and agrees to indemnify and hold
harmless Contractor, its directors, officers, agents, subsidiaries,
servants, contractors and employees against the unenforceability of
any such limitation or Owner's customer's failure to secure such
limitation of liability provisions in agreements with their customers.
C. Each party shall indemnify the other for and hold it harmless from any
liability, loss or damage suffered by the other party resulting from
the failure of such party to comply with its obligations under this
Contract to waive or to cause its contractors and subcontractors at
any tier (including suppliers of any kind) to make no claims under
this Contract.
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ARTICLE 18. INSURANCE.
A. Contractor shall procure and maintain during performance of this
Contract Worker's Compensation Insurance covering all employees of
Contractor performing any work hereunder in statutory amounts;
provided however that Contractor may maintain a self-insurance program
in lieu of Worker's Compensation Insurance if authorized and qualified
to do so pursuant to statutory authority.
B. Owner shall procure and maintain during performance of this Contract,
at its sole cost and expense, comprehensive general liability
insurance in an amount no less than $500,000,000 (U.S.) covering
Owner's indemnification obligations under ARTICLE 17, INDEMNIFICATION
on such terms and conditions and with such insurers acceptable to
Contractor, and, which insurance shall name Contractor, its
contractors and subcontractors as additional insureds. Owner shall
furnish Contractor with a waiver of its insurance carrier's rights of
subrogation, and, with respect to the insurance obligations under this
Article, such insurance shall also provide that the insurers shall
give thirty (30) days notice to Contractor prior to the effective date
of cancellation or termination of such insurance. To the extent
insurance is provided for Contractor's benefit by its launch service
provider(s), in connection with any third party liability arising from
provision of the launch services, Contractor agrees to use its best
efforts to add Owner as an additional insured to such insurance and,
in such event, the insurance provided herein will be secondary
coverage to the extent such insurance from Contractor's launch service
provider(s) and any indemnification provided by the U.S. Government,
any other Government, and any launch service provider covers the same
third party liability risks.
ARTICLE 19. EXPORT REGULATIONS.
Neither party shall export, directly or indirectly, any information or
technical data disclosed under this Contract to any individual or country which
the U.S. government at the time of export requires an export license or other
government approval without first obtaining such license or approval. The
parties recognize that Owner may be comprised of individuals or entities for
which Owner must ensure no disclosure of technical data unless and until Owner
obtains appropriate export licenses from the U.S. Government.
ARTICLE 20. DEFAULT BY CONTRACTOR.
A. Owner may, by written notice of default sent by registered letter to
Contractor, terminate this Contract for cause, if Contractor fails to
exert its best efforts as required by ARTICLE 2 to maintain the
quarterly Space System Average Actual Service Provided coverage and
capacity factors as provided by Exhibit A at a level of at least
98.0%, and does not cure such default within a period of one hundred
twenty (120) days (or such longer period as Owner may authorize in
writing) after receipt of notice from Owner specifying such failure.
Such termination for the
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default of Contractor shall be deemed effective on the date such
written notice of default is received by Contractor.
B. If this Contract is terminated as provided in this Article, Contractor
shall:
1. Promptly refund to Owner the total quarterly payment paid by
Owner to Contractor for the quarterly period during which
such termination is effective; and,
2. Be paid the applicable quarterly payments earned for all
completed quarterly periods of this Contract prior to the
quarter in which such termination is effective; and,
3. Upon request by Owner and at Owner's expense, protect and
preserve property in the possession of Contractor in which
Owner has an interest; and,
4. Subject to ARTICLE 25, LIMITATION OF LIABILITY, pay to Owner
all reasonable costs to have this Contract completed by
another responsible contractor, to the extent such costs
exceed the total amount which Owner would have had to pay
Contractor for this Contract had Contractor completed the
Contract as required; provided however that Owner enters into
a contract with a responsible contractor to complete the
terminated effort within one (1) year of notification of
termination for default; and,
5. Deliver to Owner all drawings and other technical data
associated with the Space System developed as part of the
performance of the Contract along with appropriate
intellectual property licenses to the intellectual property
embodied in such drawings and other technical data as of the
default date, to use, make and have made such items to the
extent it is permitted to do so by third parties. The
licenses to be granted shall exclude intellectual property
rights associated with all manufacturing process technology,
ISU's, MXU's, Gateways and any terrestrial cellular networks
and components.
6. Be paid by Owner the appropriate amounts for spare spacecraft
in orbit as provided by Section 1 of Paragraph B of ARTICLE
4, CONTRACTOR'S COMPENSATION and, if Owner desires to
purchase any completed or partially completed spacecraft,
Owner will pay Contractor the amounts provided by Sections 2
and 3, as applicable, of Paragraph B of ARTICLE 4; provided
that the amounts payable by Owner to Contractor herein shall
be reduced by the amount, if any, by which the total payments
made by Owner to Contractor under Paragraph B.2 above exceed
the total value of the spare spacecraft launched prior to the
effective termination date--the total value of spare
spacecraft shall be computed by multiplying the total number
of spare spacecraft launched prior to or during the five year
period of this contract by $46,000,000.
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7. If Seller has not transferred the approvals, permits and
licenses as provided in Paragraph H of ARTICLE 15, PERMITS
AND LICENSES, the Seller will continue to operate the System
Control Segment Facilities, if completed, (but, not to
replace space vehicles in the Constellation or upgrade the
hardware or software of the System Control Segment) to permit
Buyer time to obtain a successor operator for a period not to
exceed thirty (30) days at no cost to Buyer. Buyer and Seller
may agree to extend this thirty day period at a price and on
such terms as are mutually acceptable to the parties.
C. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE SOLE RECOURSE TO WHICH
OWNER IS ENTITLED IN THE EVENT OF CONTRACTOR'S DEFAULT (I.E. BREACH),
AND CONTRACTOR SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR LOST
REVENUES.
D. If, after Owner's issuance of a notice of default under the provisions
of this Article, it is determined for any reason that the Contractor
was not in default under the provisions of this Article, or that the
delay was excusable under the provisions of the ARTICLE 8, EXCUSABLE
DELAYS, the rights and obligations of the parties shall be the same as
if Owner defaulted in performance of its obligations under this
Contract as provided by ARTICLE 21, DEFAULT BY OWNER.
ARTICLE 21. DEFAULT BY OWNER.
A. In the event Owner fails to perform any obligation which it is
required to perform pursuant to this Contract, including without
limitation, Owner's failure to make timely payments as required by
this Contract, Contractor may, if such failure is not corrected by
Owner within thirty (30) days after notice of such failure is given by
Contractor, (five (5) days in the case of Owner's failure to make
timely payments), stop work on this Contract and consider this
Contract to be terminated for cause due to the default of Owner. If
this Contract is terminated pursuant to this Article, Owner shall:
1. immediately pay to Contractor to the extent it had not
already done so, all payments for all quarterly periods
completed prior to the quarterly period during which such
default by Owner occurs; and,
2. immediately pay to Contractor the full payment for the
quarterly period during which such default by Owner occurs;
and,
3. pay to Contractor within thirty (30) days after receipt of
Contractor's invoice, the full amount of the anticipated and
reasonable profits Contractor could have earned had it been
permitted to complete this Contract; and,
4. immediately pay to Contractor the appropriate amount for
spare spacecrafts as specified in Sections 1, 2 and 3 of
Paragraph B of ARTICLE 4, CONTRACTOR'S COMPENSATION; and,
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5. return to Contractor all documentation and technical data
previously delivered to Owner by Contractor; and,
6. assign to Contractor of any and all licences of Owner to use
IRIDIUM frequency allocations in all countries worldwide to
the fullest extent permitted by law.
B. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE TO
WHICH CONTRACTOR IS ENTITLED IN THE EVENT OF OWNER'S DEFAULT, AND,
EXCEPT AS PROVIDED ABOVE, OWNER SHALL HAVE NO LIABILITY FOR SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR
LOST REVENUES.
ARTICLE 22. EXTENSION TO CONTRACT.
Contractor agrees to enter into negotiations with Owner, upon Owner's request,
to extend the five (5) year period of this contract subject to mutual agreement
on all terms and conditions of such extension. Unless such negotiations
commence earlier, Contractor intends to submit a proposal for such extension to
Owner no later than the beginning of the third year of the five year period of
this contract.
ARTICLE 23. TERMINATION OF SPACE SYSTEM CONTRACT.
Upon termination of the Space System Contract for whatever reason, this
Operations and Maintenance Contract shall also immediately terminate thereby
releasing both parties from any further obligations hereunder except for
Owner's obligation to pay Contractor for spare space vehicles as provided in
Paragraph B of ARTICLE 4 herein.
ARTICLE 24. NEXT GENERATION SPACE SYSTEM.
The parties may negotiate a separate contract for the production of the next
generation of the Space System providing for increased capability of the entire
IRIDIUM Communications System. In the event such contract results in the
launching of space vehicles to create the updated space system prior to the
expiration of this Contract, the parties may agree to modify or terminate this
Contract on such mutually acceptable terms and conditions as they may agree at
that time.
ARTICLE 25. LIMITATION OF LIABILITY.
A. IN NO EVENT SHALL CONTRACTOR BE LIABLE, WHETHER IN CONTRACT,
TORT OR OTHERWISE, FOR SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFIT OR
REVENUES.
B. FURTHERMORE, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL
CONTRACTOR BE LIABLE TO OWNER IN AN AMOUNT IN EXCESS OF ONE HUNDRED
MILLION DOLLARS ($100,000,000 (U.S.)) FOR ANY AND ALL COSTS, DAMAGES,
CLAIMS OR LOSSES WHATSOEVER ARISING OUT OF
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OR RELATED TO THIS CONTRACT OR ANY OTHER CONTRACT REFERRED TO IN
ARTICLE 29 HEREOF OR EXECUTED BETWEEN OWNER AND CONTRACTOR IN
CONNECTION WITH THE IRIDIUM COMMUNICATIONS SYSTEM, OR ANY PROVISION
HEREUNDER OR THEREUNDER, WHETHER PURSUED AS A BREACH OR DEFAULT OF THE
CONTRACT OR AS A TORT OR OTHER CAUSE OF ACTION AND WHETHER ACCRUING
BEFORE OR AFTER COMPLETION OF ALL THE WORK REQUIRED UNDER THE
CONTRACT.
ARTICLE 26. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES.
A. "Proprietary Information" is defined as information which the
disclosing party at the time of disclosure identifies in writing as
Proprietary Information by means of a proprietary legend, marking,
stamp or other positive written notice identifying the information to
be proprietary. In order for information disclosed orally or visually
by a party to this Contract to be Proprietary Information protected
hereunder, the disclosing party shall identify the information as
proprietary at the time of the disclosure and, within thirty (30) days
after such oral or visual disclosure, reduce the subject matter of the
disclosure to writing, properly stamped with the proprietary legend,
marking, stamp or other positive written notice and submit it to the
receiving party.
B. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Contractor disclosed hereunder to Owner may
only be used by Owner for monitoring the progress of the performance
of this Contract by Contractor.
C. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Owner disclosed hereunder to Contractor may
only be used by Contractor in performance of the work specified in
this Contract.
D. It is agreed that for a period of ten (10) years following the receipt
of Proprietary Information, the receiving party will use such
information only for the purpose(s) provided in Paragraphs B and C
above as applicable and shall take reasonable efforts to preserve in
confidence such Proprietary Information and prevent disclosure thereof
to third parties. Each of the parties agree that it will use the same
reasonable efforts to protect the other's Proprietary Information as
are used to protect its own but will at least use reasonable care.
Disclosures of such information shall be restricted to those
individuals directly participating in the efforts provided in
Paragraphs B and C above who have a need to know such information,
and, who have been made aware of and consent to abide by the
restrictions contained herein concerning the use of such information.
E. The obligation to protect Proprietary Information, and the liability
for unauthorized disclosure or use of Proprietary Information, shall
not apply with respect to such information which is now available or
becomes available to the public without breach of this Contract;
information lawfully received without
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restrictions from other sources; information known to the receiving
party prior to disclosure not subject to a separate non-disclosure
obligation; information published or disclosed by the disclosing party
to others, without restriction; information developed by the receiving
party independent of and without use of the information disclosed by
the disclosing party; or, information for which further use or
disclosure by the recipient is authorized in writing by the disclosing
party.
ARTICLE 27. PUBLIC RELEASE OF INFORMATION.
Except as otherwise provided by ARTICLE 26, DISCLOSURE AND USE OF INFORMATION
BY THE PARTIES, during the term of this Contract, either party, its affiliates,
subcontractors, employees, agents and consultants may release items of
publicity of any kind, including, without limitation, news releases, articles,
brochures, advertisements, prepared speeches, external company reports or other
information releases, related to the work performed hereunder, including the
denial or confirmation thereof. Each party shall provide a copy of such
publicity items to the other and shall endeavor to provide such copies prior to
their actual release to the public. Notwithstanding the foregoing, however,
neither party may disclose the specific terms and conditions of this Contract
without the prior approval of the other party except such disclosures required
by law, or information required to be disclosed to any persons involved in
insuring risks hereunder. Notwithstanding the foregoing, however, neither party
may disclose the specific terms and conditions of the Contract without the
prior approval of the other party except for such disclosures required by law
or as a part of the Private Placement Memorandum issuance.
ARTICLE 28. ASSIGNMENT.
Neither party shall assign or delegate this Contract or any of its rights,
duties, or obligations thereunder to any other person without the prior express
written approval of the other party except that Owner agrees that Contractor
may assign this Contract to any subsidiary or successor corporation of
Contractor. Nothing contained in this Article shall restrict Contractor from
subcontracting work or procuring parts/materials or services in the ordinary
course of performance of this Contract; nor shall it restrict Owner from
assigning any right, title or interest it may have in any items delivered by
Contractor hereunder, solely to secure financing for the IRIDIUM Communications
System.
ARTICLE 29. RELATIONSHIP WITH OTHER AGREEMENTS.
The following agreements executed simultaneously or after this Contract relate
to the effort described herein. The rights and responsibilities of the parties
within each of these related agreements is set forth within each such separate
and independent agreement.
A. SPACE SYSTEM CONTRACT: The IRIDIUM Space System Contract covers the
design, development, and construction of the IRIDIUM Space System
including the deployment and activation of all space vehicles of the
Constellation, and, the
CONFORMED 1/14/97
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IRIDIUM Operations and Maintenance Contract
construction and activation of the Master and Backup Control
Facilities and the TTAC's of the System Control Segment. This
Operations and Maintenance Contract is intended to cover the effort
required to operate the System Control Segment Facilities and
interface with the remainder of the complete IRIDIUM Communciations
System, and, commence replenishment of space vehicles of the
Constellation of the IRIDIUM Space System Contract. Subject to Owner's
obligation to pay Contractor for spare spacecraft as provided by
Sections 1, 2, and 3 of Paragraph B of ARTICLE 4, CONTRACTOR'S
COMPENSATION., in the event the IRIDIUM Space System Contract is
terminated for whatever reason, this Operations and Maintenance
Contract shall also terminate. Neither this Contract nor the Space
System Contract include the development, sale, operation or
maintenance of the Gateways of the IRIDIUM Communications System.
B. ENGINEERING ASSISTANCE AGREEMENT: This contract is intended to
provide engineering assistance and other services by Contractor to
Owner in excess of the scope of the Space Segment Procurement Contract
and this Operation and Maintenance Contract. Such services could
include the system engineering design assistance in evaluating the
utility of an enhanced design for the second or replacement Space
System.
ARTICLE 30. NOTICES.
All correspondence, including notices, reports and documentation deliverables,
to be provided to Owner or Contractor under this Contract shall be sent to
Owner or Contractor as follows:
<TABLE>
<S> <C>
Owner: Iridium LLC Contractor: Motorola, Inc.
Address: 1401 H Street NW, Address: 2501 S. Price Rd.
Suite 800 Chandler, AZ 85248
Washington, D.C. 20005
Attn: Robert R. Call Attn: Walter R. Rhodes
Director, Commercial Director, Contractual
Relations Alliances Satellite
Communications
M/D G1214
Phone: (202) 326-5648 Phone: (602) 732-2634
FAX: (202) 842-0006 FAX: (602) 732-2542
</TABLE>
CONFORMED 1/14/97
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IRIDIUM Operations and Maintenance Contract
ARTICLE 31. AUTHORIZED REPRESENTATIVES.
The only representatives of Owner and Contractor authorized to make changes to
this Contract and to sign contractual documents are:
Owner: Contractor:
Edward F. Staiano Durrell L. Hillis
F. Thomas Tuttle Bary Bertiger
Mark Borota
Either party may change its aforementioned representatives at any time by
providing written notice to the other party.
ARTICLE 32. EXHIBITS.
The following Exhibits are attached hereto and hereby incorporated as part of
this Contract by reference as if fully set forth within this Contract:
Exhibit A - Statement of Work
ARTICLE 33. ORDER OF PRECEDENCE.
In the event of any inconsistency among or between the parts of this Contract,
such inconsistency shall be resolved by giving precedence in the order of the
parts as set forth below:
1. Contract Articles
2. Space Systems Operations Plan
3. Exhibit A, Statement of Work
ARTICLE 34. APPLICABLE LAW.
This Contract and any dispute arising under or in connection with this
Contract, including any action in tort, shall be construed in accordance with
and governed by the laws of the State of Arizona except for its choice of laws
rules. Venue for any dispute not resolved by the parties shall be in Arizona.
Contractor and Owner will attempt to settle any claim or controversy arising
out of it through consultation and negotiation in good faith and a spirit of
mutual cooperation. If those attempts fail, then the dispute will be mediated
by a mutually-acceptable mediator to be chosen by Contractor and Owner within
forty-five (45) days after written notice by one of us demanding mediation.
Neither party may unreasonably withhold consent to the selection of a mediator,
and Contractor and Owner will share the costs of the mediation equally. By
mutual agreement, however, the parties may postpone mediation until they have
each completed some specified but limited discovery about the dispute. The
parties
CONFORMED 1/14/97
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IRIDIUM Operations and Maintenance Contract
may also agree to replace mediation with some other form of alternative dispute
resolution (ADR), such as neutral fact-finding or a minitrial.
Any dispute which is not resolved by the parties through negotiation, mediation
or other form of ADR within six (6) months of the date of the initial demand
for it by either party, may then be submitted to the courts within Arizona for
resolution. The use of any ADR procedures will not be construed under the
doctrines of laches, waiver or estoppel to affect adversely the rights of
either party. And nothing in this section will prevent either party from
resorting to judicial proceedings if (a) good faith efforts to resolve the
dispute under these procedures have been unsuccessful or (b) interim relief
from a court is necessary to prevent serious and irreparable injury to one
party or to others.
ARTICLE 35. ENTIRE AGREEMENT.
This Contract constitutes the entire agreement between the parties and
supersedes all prior understandings, commitments, and representations with
respect to the subject matter. This contract may not be amended or modified,
except as provided by ARTICLE 7, CHANGES; nor may it be terminated except as
provided by articles 20 or 21; and none of its provisions may be waived, except
by a writing signed by an authorized representative of the party against which
waiver is sought to be enforced. The paragraph headings herein shall not be
considered in interpreting the text of this Contract. In the event any part of
this Contract is declared legally invalid or unenforceable by an authorized
judicial body, such part of this Contract shall be ineffective to the extent of
such invalidity or unenforceability and shall not affect the remaining
provisions of this Contract unless such declaration affects ARTICLE 17,
INDEMNIFICATION, or ARTICLE 25, LIMITATION OF LIABILITY. In such case, this
Contract shall be declared terminated as of the date of such judicial decision
and the parties shall have the following rights and responsibilities:
A. To the extent it had not done so, Owner shall pay Contractor the total
amount of applicable quarterly payments for all complete calendar
quarters prior to such termination; and,
B. To the extent it had not done so, Owner shall pay Contractor a
percentage of the quarterly payment for the calendar quarter in which
such termination occurs. The percentage of such payment payable by
Owner shall equal the percentage derived by dividing the total number
of days of such calendar quarter up to and including the termination
day, by the total number of calendar days of the quarter; and,
C. Subject to Owner making immediate payments of A and B above,
Contractor shall continue to operate the System Control Segment
Facilities (but not to replace space vehicles in the constellation or
upgrade the hardware or software of the System Control Segment) to
permit Owner time to obtain a successor operator for a period not to
exceed thirty (30) days at no cost to Owner.
ARTICLE 36. EFFECTIVE DATE.
The term Effective Date of this Contract (EDC), as used in this Contract shall
mean the 29th day of July, 1993.
CONFORMED 1/14/97
Page 28
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IRIDIUM Operations and Maintenance Contract
IN WITNESS WHEREOF, the parties hereto have executed this Contract consisting
of this and the preceding 28 pages and the Exhibit referenced therein.
Motorola, Inc. Iridium LLC
By: /s/ BARRY BERTIGER By: /s/ JERROLD D. ADAMS
- -------------------------------------------------------------------------------
Name: Barry Bertiger Name: Jerrold D. Adams
- -------------------------------------------------------------------------------
Title: Corporate Vice President Title: President and Chief Operating
and General Manager Officer
- -------------------------------------------------------------------------------
Date: Date:
- -------------------------------------------------------------------------------
CONFORMED 1/14/97
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
1.0 Contractor is responsible to operate or direct the operation of the
IRIDIUM Communication System. This responsibility includes
functionally operating the System Control Segment (SCS) facilities in
accordance with the Space System Operations Plan by providing adequate
qualified personnel on a 24 hour-a-day basis in the Master Control
Facility and adequate personnel for the Backup Control Facility;
maintaining and updating the Space System Operations Plan as changes
are made in the network; and, resolving failures in the network by
modifying the call routing instructions, updating/debugging software,
replacing degraded satellites of the Constellation, and similar
activities. The AASP measurements shall be made by Contractor using
special test equipment provided by the Contractor. The special test
equipment shall provide the necessary signal format and calibrated RF
signal measurement capability.
2.0 The AASP provides two separate measures of the network performance
provided to a hypothetical subscriber randomly located anywhere on the
earth's surface. The AASP data and related calculations include
separate calculations of factors related to the coverage provided to
the subscriber by the Space System L-Band equipment as well as factors
related to the Space System's capability to meet the capacity
requirements of this contract. Contractor's interpretation of such
data and measurements shall be conclusive for purposes of the
computation of the AASP percentages under this Contract absent
manifest error, gross negligence or fraud. The AASP percentages shall
be computed on a quarterly basis concurrent with the quarterly periods
specified in ARTICLE 4 of the Contract using the following formulae:
X = (A-B)/A
Y = (A-C)/A
X = Coverage factor during the evaluation period.
Y = Capacity factor during the evaluation period.
A = The total number of seconds in the period. This will be determined
by multiplying 60 seconds per minute times 60 minutes per hour times
24 hours per day (86,400 seconds) times number of days in the period.
B = a factor that is intended to determine the capability of the Space
System to provide a L-Band link to a user within specified tolerances
for the period of performance. B is calculated as described in
Paragraph 2.1.
C = a factor that is intended to determine the capability of the Space
System to meet the specified system capacities based on the equipment
downtimes of the individual space vehicle crosslinks, the space
vehicle gateway/SCS links, and the space vehicle channel capacity. C
is calculated as described in Paragraph 2.3.
Page 1
<PAGE> 33
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
2.1 CALCULATION OF "B" FACTOR:
Procedure:
1) From telemetry, built-in-test results, or periodic monitoring
determine the individual space vehicle antenna beams with suspected
degraded performance and the time that the degraded performance was
initially detected. Each antenna beam cluster shall be monitored for
degradation a minimum of once per day.
2) Verify and quantify the extent of degradation of each antenna beam
identified in step 1) using a calibrated test set. The downlink
degradation shall be measured in terms of Power Flux Density (PFD)
while uplink is measured in terms of Bit Error Rate (BER) for the
nominal subscriber link per Table 2-1. The BER calculation shall be
made on a frame by frame basis and averaged over an antenna beam
pattern and power level. BER and PFD data will be recorded by
satellite and individual beam pattern to enable AASP calculations. The
percent degradation used in the AASP calculation for each antenna beam
shall be as shown in Table 2.1.
TABLE 2.1
DEGRADATION LEVELS FOR USE IN CALCULATING "B"
DOWNLINK DEGRADATION
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
PFD Percent
Performance Level dbW/sq meter Degradation
------------------------------------------------------------------------------------------------
<S> <C> <C>
* * *
------------------------------------------------------------------------------------------------
</TABLE>
Test Conditions:
*
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 2
<PAGE> 34
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
Uplink Degradation
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
EIRP Percent
Performance Level dbW Degradation
---------------------------------------------------------------------------------------------------
<S> <C> <C>
* * *
---------------------------------------------------------------------------------------------------
</TABLE>
Test Conditions:
*
3) The degradation percentage for each individual antenna beam is
determined by averaging the uplink and downlink degradation
percentages.
4) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees latitude is covered by
each degraded antenna beam. The individual antenna beam coverage
patterns to be used in this calculation shall be defined in the model
defined by Contractor and presented at the Space System Critical
Design Review.
The resulting coverage seconds for each degraded antenna beam shall be
determined by a weighted average of the resulting data points. The
weighted average shall be calculated using the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degrade coverage seconds beginning at
the time the reconfiguration takes place.)
5) Each of the coverage seconds for each antenna beam in the
constellation are then summed together weighted by the percentage
degradations calculated in step 4 to determine the total degraded
coverage seconds to be used in the calculation of the coverage factor
(X). The degraded coverage seconds calculated in this step are equal
to "B".
2.2 (NOT USED)
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 3
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IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
2.3 CALCULATION OF "C" FACTOR:
1) Channel Capacity Degradation: Using a model defined by Contractor
and presented at the Space System Critical Design Review calculate the
capability of each of the antenna beams on each space vehicle in the
operational constellation to support the Voice Subscriber Capacity per
Beam Pattern specified in Paragraph 3.3-2 of the Statement of Work of
the Space System Contract. (The Space System shall provide a maximum
of * concurrent L-Band full duplex traffic channels in a single beam
pattern.) This calculation shall be performed upon the detection of
any failures that affect the capability to support the specified
capacity. The failures that affect individual space vehicle antenna
beam capacity include switching failures, modem failures, processor
failures, etc. A complete listing of the applicable failures, method
of detection, and model description has been provided at the Space
Segment Critical Design Review under the Space System Contract.
Calculate the percentage degradation to be used in the capacity factor
(Y) calculations for each antenna beam based on the calculated voice
subscriber capacity per beam as shown in Table 2.3.1
TABLE 2.3.1
VOICE SUBSCRIBER CAPACITY PER BEAM DEGRADATION PERCENTAGES
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
Voice Subscriber Capacity Degradation Percentage Used
per Beam in AASP Calculation
----------------------------------------------------------------------------------
<S> <C>
*
*
----------------------------------------------------------------------------------
</TABLE>
2) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees latitude is covered by
each antenna beam with degraded capacity. The individual antenna beam
coverage patterns to be used in this calculation shall be defined in
the model defined by Contractor and presented at the Space System
Critical Design Review. The resulting coverage seconds for each
degraded antenna beam shall be determined by a weighted
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 4
<PAGE> 36
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
average of the resulting data points. The weighted average shall be
calculated using the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degraded coverage seconds beginning
at the time the reconfiguration takes place.)
3) Each of the coverage seconds for each antenna beam in the
constellation are then summed together weighted by the percentage
degradations calculated in step 1) to determine the total degraded
coverage to be used in the calculation of the capacity factor (Y). The
degraded coverage seconds for each antenna beam cannot exceed 100% of
the total coverage seconds for that beam. For example if the beam has
totally failed the coverage as calculated in Paragraph 2.1, no
additional degradation is taken for beam capacity for that beam.
4) Crosslink Degradation: Identify critical failures in the space
vehicle crosslink subsystems and the time duration of the critical
failure. (Note: a critical failure is one that causes the associated
crosslink to become non-operational) Calculate the percentage
degradation for each space vehicle based on the percentages shown in
Table 2.3.2.
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 5
<PAGE> 37
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
Table 2.3.2
Crosslink Degradation Percentages
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
No. of In-plane No. of Cross- Percent
SV Plane Crosslink failures plane Crosslink Degradation
failures
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* * * *
--------------------------------------------------------------------------------------------------
</TABLE>
5) Gateway/SCS Link Degradation: Identify critical failures in the
space vehicle gateway subsystems and the time duration of the critical
failure. (Note: a critical failure is one that causes the associated
Gateway/SCS link to become non-operational) Calculate the percentage
degradation for each space vehicle based on the percentages shown in
Table 2.3.3.
TABLE 2.3.3
GATEWAY/SCS DEGRADATION PERCENTAGES
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
No. of Gateway Percent Degradation
Failures
-----------------------------------------------------------------------------
<S> <C>
* *
-----------------------------------------------------------------------------
</TABLE>
6) Total SV K-Band Link Degradation: For each space vehicle the
percent total degradation for crosslinks and Gateway/SCS failures will
then be calculated by summing the individual degradations determined
in steps 4) and 5). If the sum exceeds 100%, it will be deemed to be
100%.
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 6
<PAGE> 38
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
7) Using an astro-dynamics orbital model calculate the number of
seconds that a hypothetical user at * degrees latitude is covered by
each space vehicle with failed K-Band links. The individual space
vehicle coverage patterns to be used in this calculation shall be
defined in the model defined by Contractor and presented at the Space
System Critical Design Review. The resulting coverage seconds for each
degraded space vehicle shall be determined by a weighted average of
the resulting data points. The weighted average shall be calculated
using the equation shown below.
*
(Note: If the system operator has adjacent beams available to
partially cover the degraded coverage area and reconfigures the system
accordingly this will reduce the degraded coverage seconds beginning
at the time the reconfiguration takes place.)
8) Each of the coverage seconds for each degraded space vehicle are
then summed together weighted by the percentage degradations
calculated in step 7) to determine the total degraded coverage seconds
for K-Band link failures to be used in the calculation of the capacity
factor (Y).
9) The total degraded coverage seconds is the sum of the degraded
coverage seconds calculated in steps 3) and 8). The degraded coverage
seconds calculated in this step are equal to "C".
2.4 The following examples illustrate the application of the formulas in
this section to five (5) hypothetical factual situations.
2.4.1 Example 1 (AASP Coverage Factor Example)
*
2.4.2 Example 2 (AASP Coverage Factor Example)
*
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 7
<PAGE> 39
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
2.4.3 Example 3 (AASP Capacity Factor Example)
*
2.4.4 Example 4 (AASP Capacity Factor Example)
*
2.4.5 Example 5 (AASP Coverage and Capacity Factors Example)
*
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 8
<PAGE> 40
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
*
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 9
<PAGE> 41
IRIDIUM Operations and Maintenance Contract
EXHIBIT A
STATEMENT OF WORK
*
- ----------------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 10
<PAGE> 1
EXHIBIT 10.8
MOTOROLA CONFIDENTIAL PROPRIETARY
IRIDIUM(R)
TERRESTRIAL NETWORK
DEVELOPMENT CONTRACT
BETWEEN
IRIDIUM LLC
AND
MOTOROLA, INC.
CONTRACT EFFECTIVE DATE: JAN 01, 1993
(CONFORMED 1/14/97 TO INCLUDE AMENDMENTS TO NO. 1 AND 2)
- ---------------
IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE MARK OF IRIDIUM LLC.
<PAGE> 2
MOTOROLA CONFIDENTIAL PROPRIETARY
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE PAGE
<S> <C>
TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
TERRESTRIAL NETWORK DEVELOPMENT CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2. DESCRIPTION OF WORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 3. INTEROPERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 4. DELIVERY SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 5. PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 6. PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 7. TITLE TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 8. CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 9. IRIDIUM'S ACCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 10. WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 12. DEFAULT BY MOTOROLA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 13. DEFAULT BY IRIDIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 14. LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 15. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES . . . . . . . . . . . . . . . . . 10
ARTICLE 16. ASSOCIATE CONTRACTOR REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 17. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 18. EXCUSABLE DELAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 19. EXPORT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 20. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 21. RELATIONSHIP WITH OTHER AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 22. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 23. AUTHORIZED REPRESENTATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 24. EXHIBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 25. ORDER OF PRECEDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 26. DISPUTES AND GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 27. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE 28. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ATTACHMENT 1 FORM OF WARRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
i
MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE> 3
MOTOROLA CONFIDENTIAL PROPRIETARY
TERRESTRIAL NETWORK DEVELOPMENT CONTRACT
- --------------------------------------------------------------------------------
THIS TERRESTRIAL NETWORK DEVELOPMENT CONTRACT (hereinafter "Contract") is
entered into between Motorola, Inc., acting through the Satellite
Communications Division of its Space and System Technology Group (hereinafter
called "Motorola"), a corporation organized under the laws of the State of
Delaware with its offices located at 2501 South Price Road, Chandler, Arizona
85248-2899 and Iridium LLC (hereinafter called "Iridium"), a Delaware limited
liability company with its principal office located at 1401 H Street, NW,
Washington, D.C. 20005. Motorola and Iridium are hereafter sometimes
individually referred to as "Party" and collectively as the "Parties."
RECITALS
A. On June 26, 1990, Motorola formally announced that it intended to
develop a global communication system that would allow
communication via portable radio telephones - whether on land, at
sea or in the air. The new system, known as the IRIDIUM
Communications System ("System"), has at the heart of its
operation a Constellation of nominally sixty-six (66) satellites
in low-earth orbit working together as a digitally-switched
communications network in space. The System is intended to handle
both voice and data. One or more ground-based spacecraft control
facilities will maintain the satellite Constellation and overall
operation of the System.
B. A key component of the System will be a network of "Gateway"
surface facilities in various countries that will link the
satellites with the Public Switched Telephone Network. These
Gateways are expected to collect and forward, as required,
customer billing information and keep track of each user's
location.
C. Other key components to the System are the Individual Subscriber
Units (ISUs) and Mobile Exchange Units (MXUs).
D. On June 14, 1991 Motorola incorporated Iridium, Inc. to become,
among other things, the owner of the Space System portion of the
System.
E. A Space System Contract executed by Motorola and Iridium, as
amended, became effective on July 29, 1993. It is intended to
function as the mechanism whereby Motorola will sell to Iridium
the Space System portion of the System.
F. An Operations and Maintenance Contract executed by Motorola and
Iridium, as amended, became effective on July 29, 1993. It is
intended to function as the mechanism whereby Motorola will
operate and maintain the Space System for a period of five years
upon completion of the Space System Contract.
G. Separate contracts between Motorola and other appropriate parties
will provide for the production and sale of the Gateways, ISUs,
MXUs and other components of the System.
H. The Space System Contract, as amended, requires Motorola to
develop and sell Gateways and to license certain intellectual
property to third party manufacturers,
1
MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE> 4
MOTOROLA CONFIDENTIAL PROPRIETARY
acceptable to Motorola, the rights to use such certain
intellectual property to manufacture and sell Gateways.
I. Under the terms of this Terrestrial Network Development Contract,
Iridium will receive a license to use certain intellectual
property associated with the Gateway as developed by Motorola.
Such intellectual property may be used by Iridium to procure the
development and manufacture of Gateways from sources other than
Motorola. This license is in addition to the license provided to
Iridium under the Space System Contract, as amended. However,
this Contract does not include a license to the Voice Encoding
Algorithm which is necessary for Gateway interoperability with the
Space System.
J. In consideration of the amounts to be paid by Iridium to Motorola
under the terms of this Terrestrial Network Development Contract,
Motorola will be substantially reducing the base prices for the
Gateway Equipment it will be offering to sell to prospective
Gateway purchasers.
ARTICLE 1. DEFINITIONS
Capitalized terms used and not otherwise defined herein shall have the
following meanings:
A. Constellation or Space Segment: That part of the complete IRIDIUM
Communications System consisting solely of the space vehicles
(also referred to as spacecraft or satellites) in low-earth orbit.
It does not include the System Control Segment, Gateways, ISUs,
MXUs or other components necessary for complete utilization of the
IRIDIUM Communications System.
B. Gateway: The Gateways encompass the ground-based facilities
constructed in accordance with the Gateway Interface Specification
supporting the subscriber billing/information functions in
addition to call processing operations and the connection of the
IRIDIUM subscriber communications to the Public Switched Telephone
Network (PSTN).
C. Gateway Design Package: The documents being delivered hereunder
which provide data usable for other Gateway design and development
efforts. These documents are specified in Section 4.3 of Exhibit
A of this contract.
D. Gateway Interface Specification: The functional specification
prepared by Motorola that defines the radio frequency interface,
logical and physical protocols, and functionality necessary for
Gateway Interoperability with the Space System. It does not
include the Voice Encoding Algorithm necessary for complete
interoperability with the IRIDIUM Communications System.
E. Interoperable or interoperate: The terms "interoperable" and
"interoperate" shall mean, in this Contract, that these components
will be designed to function individually and collectively to
provide IRIDIUM communications services, and that where necessary
in such interoperation, will be interconnectable in accordance
with the
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applicable interface specifications and the applicable
specifications contained in the Space System Contract, as amended.
F. IRIDIUM Communications System: The complete integrated
satellite-based digitally-switched communication system. This
term refers collectively to the Space Segment, System Control
Segment, Gateways and Subscriber Unit Segment.
G. MILESTONES: The term "Milestone" or "Milestones" refer to the
specific milestones described in the Statement of Work (Exhibit
A).
H. Mobile Exchange Units (MXUs): The equipment designed to
interconnect multiple voice or data channels to the IRIDIUM
Communications System using the subscriber unit radio frequency
interface to the Space System.
I. PSTN-interconnectable: The term "PSTN-interconnectable" shall
mean, in this Contract, that the Gateway's Switching Center will
operate with PSTNs which use either the common industry standard
international Multi-Frequency Compelled ("MFC-R2 International")
or Signaling System Seven Integrated Services User Part
("SS7/ISUP") signaling and addressing protocols. For the
end-to-end message signaling, the Gateway's Switching Center will
use the Dual Tone Multi-Frequency ("DTMF") signaling protocols of
the International Telecommunications Union (formerly CCITT).
J. Space System: This term refers to the integrated combination of
the Space Segment and System Control Segment.
K. Space Vehicles: The terms space vehicle, satellite, or spacecraft
all have the same meaning throughout this Contract and refer to
the individual or multiple satellites of the Constellation.
L. Subscriber Unit Segment: The Subscriber Unit Segment refers
collectively to the individual equipment units generally referred
to as Individual Subscriber Units (ISUs) to be used by subscribers
and capable of initiating and receiving communications through the
IRIDIUM Communications System. These may include, for example,
hand-held portable units, aircraft units, marine units, portable
office units, and pay phone units. As used herein, this term also
includes paging units.
M. System Control Segment (SCS): This term refers to the various
ground-based sites, equipment, and facilities to manage and
control the individual space vehicles of the Constellation, and
the communication links of the IRIDIUM Communications System in
accordance with the performance levels specified in the Space
System and Operations and Maintenance Contracts. The System
Control Segment is composed of a Master Control Facility (MCF),
and Backup Control Facility (BCF), and associated Telemetry,
Tracking and Command Facilities (TTACs).
N. Terrestrial Network: As used herein, this term refers to the
IRIDIUM Communications System's Gateways.
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O. Voice Encoding Algorithm: As this term is used in this Contract it
refers to the algorithm used to encode and decode analog voice to
and from compressed digital speech.
P. Gateway Equipment: The hardware and software for the IRIDIUM
Gateway necessary to perform the functions specified in Section
3.1 of Exhibit A of this document.
Q. Initial GEPAs: GEPAs for the installation of Gateway Equipment for
the following IRIDIUM Investors, provided the installation of such
Gateway Equipment is scheduled to occur prior to the Commercial
Activation Date:
1. Iridium U.S., L.P.
2. Iridium SudAmerica
3. Nippon Iridium Corp.
4. United Communication Industry Public Company Limited
[Thai Satellite Telecommunications Co., Ltd.]
5. Pacific Communications Co., Ltd. - #1 [Taiwan]
6. Pacific Communications Co., Ltd. - #2 [Indonesia]
7. Iridium Services Deutschland and STET
8. Khrunichev State Research and Production Space Center
9. Iridium China (Hong Kong), Ltd.
10. Iridium India Telecom, Ltd.
11. Korea Mobile Telecommunications Corp.
R. Pre-Commercial Service Warranty: The services described in
Paragraph 6.0 of Exhibit A hereto.
U. GTAC Services: The services described in Paragraph 7.0 of Exhibit
A hereto.
V. Commercial Activation Activities: The activities set forth in
Paragraph 8.0 of Exhibit A hereto.
W. Commercial Activation Date: The date of the first "Revenue
Producing Communication Message," as that term is defined in the
Space System Contract.
X. GEPA: A Gateway Equipment Purchase Agreement between Motorola and
a Gateway Equipment purchaser.
ARTICLE 2. DESCRIPTION OF WORK
A. Motorola shall design the hardware and software of the generic
IRIDIUM Gateway in accordance with the Statement of Work, Exhibit
A, and the Milestone Schedule contained therein.
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B. Motorola shall deliver to Iridium, in accordance with the
provisions of this Contract, the then-current Gateway Design
Package, as defined herein, and the license to use the data
contained therein as provided by the Article herein entitled,
INTELLECTUAL PROPERTY RIGHTS.
C. Motorola shall permit Iridium, subject to the Article herein
entitled IRIDIUM'S ACCESS, opportunities to review Motorola's
progress in performing the work under this Contract. Such reviews
may be a part of the Milestones described in Exhibit A, hereto.
D. Motorola shall provide the Pre-Commercial Service Warranty for
Gateway Equipment systems for which Conditional Acceptance occurs,
pursuant to the terms of the GEPA under which such Gateway
Equipment has been purchased, prior to the Commercial Activation
Date.
E. Motorola shall provide the GTAC Services starting upon the later
to occur of the commencement by Iridium of the Commercial
Activation Activities or April 1, 1998, and ending on the
Commercial Activation Date.
F. Motorola shall provide the Commercial Activation Activities
support as set forth in Section 8.0 of Exhibit A hereto.
ARTICLE 3. INTEROPERABILITY
Motorola will use its reasonable best efforts to design and develop the
various ground components of the IRIDIUM Communications System, for
example, Gateways, Subscriber Units and Mobile Exchange Units, to be sold
by Motorola to third parties under mutually acceptable conditions such
that these components will be interoperable with the IRIDIUM Space
System, and, as appropriate, through the IRIDIUM Space System, and with
each other, and, that, collectively, they will interoperate with the
IRIDIUM Space System to, as appropriate, provide IRIDIUM communications
service of the quality specified in Section 3.2 of Exhibit B of the Space
System contract and Section 3.2 of the Statement of Work of this
Contract, and be PSTN-interconnectable.
ARTICLE 4. DELIVERY SCHEDULE
Motorola shall perform the work required under Paragraphs A, B and C of
ARTICLE 2, DESCRIPTION OR WORK, and deliver the then-current Gateway
Design Package to Iridium in accordance with the Milestone Performance
Schedule contained in Exhibit A hereto (as it may be amended in
accordance with the terms of this Contract). Motorola shall perform the
work required pursuant to Paragraphs D, E and F of ARTICLE 2, DESCRIPTION
OF WORK as set forth in this Contract.
ARTICLE 5. PRICE
A. For performance of this Contract, exclusive of the work required
pursuant to Paragraphs D, E and F of ARTICLE 2 hereof, entitled,
"DESCRIPTION OF WORK",
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Iridium shall pay Motorola the fixed price of one hundred sixty
million dollars ($160,000,000 U.S.).
B. For performance of the work required pursuant to Paragraphs D, E
and F of ARTICLE 2 hereof, entitled "DESCRIPTION OF WORK", Iridium
shall either (i) transfer to Motorola five thousand five hundred
forty five (5,545) warrants, in substantially the form attached
hereto as Attachment 1, relating to Class 1 Interests in Iridium,
or (ii) pay to Motorola the fixed price of eighteen million nine
hundred thousand dollars ($18,900,000 U.S.).
ARTICLE 6. PAYMENT
A. The fixed price of $160,000,000 shall be paid in accordance with
the Milestone schedule contained in Exhibit A, hereto.
B. The Milestone prices specified in Exhibit A shall, in each case,
be paid by Iridium to Motorola within thirty (30) calendar days
following completion of each Milestone and receipt of Motorola's
invoice for these payments. Payment to Motorola shall be made by
cable/wire transfer to a banking institution as Motorola
designates or by such other means as Motorola may designate from
time to time.
C. In the event Motorola completes a specific Milestone prior to the
scheduled completion date in Exhibit A (as such dates may be
adjusted pursuant to the terms of this Contract), Iridium shall
not be obligated to make the payment associated with such
Milestone until thirty (30) days after such scheduled completion
date.
D. Iridium shall have the right to challenge the assertion of
Motorola that any Milestone has been completed in accordance with
the Milestone completion Criteria by providing Motorola with
written notice to such effect within twenty (20) days following
receipt of Motorola's invoice. Such notice shall summarize the
reasons for such challenge and Motorola shall respond thereto in
writing or orally within five (5) days of receipt of such
challenge. Failure to resolve any dispute between Motorola and
Iridium with respect to any such challenge shall be resolved in
accordance with the Article herein entitled, DISPUTES AND
GOVERNING LAW. Nothing herein shall be construed to limit
Iridium's rights under the Article herein entitled DEFAULT BY
MOTOROLA, nor Motorola's rights under the Article herein entitled
DEFAULT BY IRIDIUM.
E. Notwithstanding Motorola's inability to demonstrate compliance
with the criteria of the Statement of Work as required by
Milestones 5 or 6 or 7 or 8, if, 1) Iridium chooses to use or
permits others to use the Space System using the Gateway Equipment
design developed hereunder after the scheduled completion date of
Milestone Number 7; or, 2) if Motorola successfully performs the
Acceptance Test Plan under a Gateway Equipment Purchase Agreement,
the earlier of: a) the date of the first Revenue Producing
Communication Message transmitted through the Space System using
the Gateway Equipment design developed hereunder or any component
thereof; or, b) the date of completion of a Release 2 Acceptance
Test Plan under a Gateway Equipment
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Purchase Agreement shall be deemed the date of completion and
acceptance by Iridium of all items required to be delivered by
Motorola under this Contract. Iridium shall pay to Motorola all
remaining amounts not yet paid by Iridium to Motorola under this
Contract on the date or dates payment would have been due in
accordance with the Milestone Schedule contained in Exhibit A.
Motorola shall, upon receipt of such payments as may be due for
Milestones 9 and 10, promptly deliver to Iridium the then-current
version of the Gateway Design Package and the license to use the
data contained therein as provided by the Article herein entitled
INTELLECTUAL PROPERTY RIGHTS.
F. The amount to be under Paragraphs B of ARTICLE 5, PRICE shall be
due and payable not later than five (5) business days after the
Commercial Activation Date.
ARTICLE 7. TITLE TRANSFER
Title to the Gateway Design Package delivered hereunder shall not pass to
Iridium. Motorola and its subcontractors shall retain title to such
documents and Iridium shall only receive the limited rights to use such
documents as such rights are specified in the Article herein entitled,
INTELLECTUAL PROPERTY RIGHTS.
ARTICLE 8. CHANGES
Changes to this Contract may be made only by mutual agreement of the
parties hereto. Such changes shall be evidenced by a written agreement
executed by authorized representatives of both parties. No change shall
be binding on either party unless and until such written document is
fully executed by both parties.
ARTICLE 9. IRIDIUM'S ACCESS
For the purpose of observing the status of Motorola's performance of
work, Motorola shall afford a limited number of Iridium's employees or
designees, as approved by Motorola and subject to the Article herein
entitled EXPORT REGULATIONS, access to those Contract Milestone
activities specified in Exhibit A Progress Payments, Milestones and
Deliverable at Motorola's and its first-tier subcontractor's facilities
subject to such subcontractor's approval and on a non-interference basis.
Motorola's approval of designees requested by Iridium shall not be
unreasonably withheld; provided, however, that such approval may be
withheld if Motorola or its first-tier subcontractor(s) have reasonable
concerns as to the protection of their proprietary information or
potential injury to their competitive market position(s).
ARTICLE 10. WARRANTY
Motorola warrants that the Gateway Design Package, as of the date it is
delivered to Iridium, will contain Motorola's then-current revision of
the Gateway Interface Specification and Iridium Gateway Segment
Specification. Motorola agrees that, if it revises such documents during
the twelve (12) month period following such delivery to Iridium to
correct such
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documents for Motorola-determined errors or omissions, that it will
deliver one copy of such revised versions of such documents to Iridium.
Furthermore, Motorola makes no other warranty with respect to the Gateway
Design Package. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO A
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
WARRANTIES OF DESIGN ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
This Article shall not be construed or interpreted as limiting or
reducing Motorola's obligations as set forth in Article 2 of this
Agreement.
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS
A. To the extent that Motorola has the right to do so, Iridium shall
have a paid-up, non-exclusive, non-transferable license with
respect to the information which is contained in the Gateway
Design Package as defined herein delivered to Iridium by Motorola
in connection with this Contract to use, have used, make and have
made for "IRIDIUM purposes" all data and inventions which are part
of that information (a) which were created by employees of
Motorola in the performance of this Contract or (b) which were
created by employees of subcontractors to Motorola in the
performance of this Contract.
B. In addition and to the extent that Motorola has the right to do
so, Iridium shall have a non-exclusive, non-transferable,
royalty-bearing license (whose terms will be mutually agreed upon)
with respect to any invention covered by a patent owned by
Motorola or licensed to Motorola (with a right of Motorola to
sublicense), which invention is directly incorporated in the
Gateway Design Package delivered to Iridium by Motorola in
connection with this Contract to use, have used, make and have
made for "IRIDIUM purposes" any such invention, but only if and to
the extent that such invention is essential for Iridium to procure
Gateways from third parties. To the extent Motorola's
subcontractors' have agreed to license to Motorola such patents
covered by this paragraph with a right to sublicense to Iridium
for the purposes covered by this paragraph, Motorola agrees to
negotiate the royalties and other terms associated with such
licenses directly with such subcontractors. With respect to the
license of Motorola's patents covered by this paragraph, Motorola
agrees that the amount of such royalty to be paid by Iridium shall
be a commercially reasonable amount.
C. "IRIDIUM purposes" means the use by Iridium in connection with the
design, development, construction, establishment, operation and
maintenance of the Gateways.
D. The above licenses will become effective upon delivery of the
Gateway Design Package as provided herein.
E. If any written material furnished as part of the Gateway Design
Package is copyrighted, Iridium shall have an unlimited right to
make copies of such copyrighted material and to use such copies
for "IRIDIUM purposes" without payment of additional
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compensation to Motorola only to the extent that Motorola has the
authority to grant such right. In the event Motorola does not
have such right, Motorola will use its best reasonable efforts to
obtain such rights for Iridium. In the event that the obtaining
of such rights involves the payment of a fee, Iridium shall
reimburse Motorola for said fee.
F. Notwithstanding the license grants in Paragraphs A&B above, the
parties agree that all data pertaining to manufacturing processes
technology, semiconductor technology and terrestrial cellular
networks or components, that are or may be delivered or disclosed
by Motorola to Iridium in the Gateway Design Package or otherwise
shall be subject to the Article herein entitled DISCLOSURE AND USE
OF INFORMATION BY THE PARTIES and Iridium acquires no rights,
title or interest in such intellectual property or other
intellectual property associated with the design of the IRIDIUM
Communications System except as may be negotiated in other license
agreements between Motorola and Iridium pursuant to reasonable
terms and conditions mutually acceptable to Motorola and Iridium.
ARTICLE 12. DEFAULT BY MOTOROLA
A. Iridium may, by written notice of default sent by registered
letter to Motorola, terminate this Contract for cause upon the
occurrence of any of the following circumstances:
1. if Motorola fails to make delivery of the Gateway Design
Package and complete all Milestones of this Contract within
four (4) months of the scheduled completion date of the
final Milestone (as may be adjusted under this Contract);
or,
2. if Motorola fails to perform any of the other material
provisions of this Contract or fails to timely complete one
or more of the Milestones so as to prevent completion of the
final Milestone of this Contract within four (4) months of
the scheduled date (as may be adjusted under this Contract),
and in either of these two circumstances does not act to
commence correction of such failure within a period of
thirty (30) days (or such longer period as Iridium may
authorize in writing) after receipt of notice from Iridium
specifying such failure. Notwithstanding such default,
Motorola shall be entitled to payment as provided in Article
6, Paragraph E if the conditions set forth therein are met.
B. If this Contract is terminated as provided in this Article,
Motorola shall:
1. to the extent that it has the right to do so, deliver to
Iridium the then-current version of the Gateway Design
Package as of the effective date of any such termination
along with the intellectual property licenses specified in
the Article herein entitled INTELLECTUAL PROPERTY RIGHTS;
and,
2. be paid a percentage of the total price of this contract
equal to the actual percentage of completion of the Gateway
Design Package that is completed as of the effective date of
such termination action; and,
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3. subject to the Article herein entitled LIMITATION OF
LIABILITY, pay to Iridium all reasonable costs to have this
Contract completed by another responsible contractor, to the
extent such costs exceed the total amount which Iridium
would have had to pay Motorola for this Contract had
Motorola completed the Contract as required; provided,
however, that Iridium enters into a Contract with a
responsible contractor to complete the terminated effort
within one (1) year of notification of termination for
default.
C. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY,
THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE
AND MOTOROLA'S TOTAL LIABILITY TO WHICH IRIDIUM IS ENTITLED IN THE
EVENT OF MOTOROLA'S DEFAULT OR FOR ANY OTHER CLAIM AGAINST
MOTOROLA ARISING DIRECTLY OR INDIRECTLY OUT OF THIS CONTRACT
WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE.
D. If, after Iridium gives Motorola notice of default, it is
determined for any reason that Motorola was not in default under
the provisions of this Article, or that the delay was excusable
under the provisions of the Article herein entitled EXCUSABLE
DELAYS, the rights and obligations of the parties shall be the
same as if Iridium defaulted in the performance of its obligations
under this Contract as provided by the Article herein entitled
DEFAULT BY IRIDIUM.
ARTICLE 13. DEFAULT BY IRIDIUM
A. Motorola may, by written notice of default sent by registered
letter to Iridium, terminate this Contract for cause upon the
occurrence of any of the following circumstances:
1. if Iridium fails to make timely payments as required by the
Article herein entitled PAYMENT and does not make any such
required payment within thirty (30) days after notice from
Motorola; or,
2. if Iridium fails to perform any other material obligation
which it is required to perform pursuant to this Contract
and Iridium does not act to commence correction of such
failure within thirty (30) days (or such longer period that
Motorola may authorize in writing) after notice of such
failure is received from Motorola.
B. If this Contract is terminated pursuant to this Article, Iridium
shall, within thirty (30) days after receipt of Motorola's notice
of default under this Article, pay Motorola the total price of
this Contract less any payments previously made by Iridium
hereunder.
C. If this Contract is terminated pursuant to this Article, upon
receipt by Motorola of the total amount payable by Iridium under
Paragraph B above, Iridium shall be entitled to receive the
Gateway Design Package along with the intellectual property
licenses specified in the Article herein entitled INTELLECTUAL
PROPERTY RIGHTS.
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D. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE
TO WHICH MOTOROLA IS ENTITLED IN THE EVENT OF IRIDIUM'S DEFAULT,
AND EXCEPT AS PROVIDED ABOVE, IRIDIUM SHALL HAVE NO LIABILITY FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST
PROFITS OR LOST REVENUES.
E. If, after Motorola gives Iridium a notice of default, it is
determined for any reason that Iridium was not in default under
the provisions of this Article, or that the delay was excusable
under the provisions of the Article herein entitled EXCUSABLE
DELAYS, the rights and obligations of the parties shall be the
same as if Motorola defaulted in the performance of its
obligations under this Contract as provided by the Article herein
entitled DEFAULT BY MOTOROLA.
ARTICLE 14. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL MOTOROLA BE LIABLE TO IRIDIUM EXCEPT AS LIMITED
AND EXPRESSLY SET FORTH IN ARTICLES 12 AND 13, WHETHER IN
CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE, INCLUDING
WITHOUT LIMITATION ANY LIABILITY FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR REVENUES.
B. FURTHERMORE, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL MOTOROLA
BE LIABLE TO IRIDIUM IN A CUMULATIVE AMOUNT IN EXCESS OF
$100,000,000 (U.S.) FOR ANY AND ALL COSTS, DAMAGES, CLAIMS OR
LOSSES WHATSOEVER ARISING OUT OF OR RELATED TO THIS CONTRACT, THE
SPACE SYSTEM CONTRACT, THE OPERATIONS AND MAINTENANCE CONTRACT AND
ANY OTHER CONTRACT EXECUTED BETWEEN IRIDIUM AND MOTOROLA IN
CONNECTION WITH THE IRIDIUM COMMUNICATIONS SYSTEM, OR ANY
PROVISION HEREUNDER OR THEREUNDER WHETHER PURSUED AS A BREACH
(I.E. DEFAULT) OF THE CONTRACT OR AS A TORT OR OTHER CAUSE OF
ACTION AND WHETHER ACCRUING BEFORE OR AFTER COMPLETION OF ALL THE
WORK REQUIRED TO BE PERFORMED UNDER THIS OR SUCH OTHER CONTRACTS.
ARTICLE 15. DISCLOSURE AND USE OF INFORMATION BY THE
PARTIES
A. "Proprietary Information" is defined as information which the
disclosing party at the time of disclosure identifies in writing
as Proprietary Information by means of a proprietary legend,
marking, stamp or other positive written notice identifying the
information to be proprietary. In order for information disclosed
orally or visually by a party to this Contract to be Proprietary
Information protected hereunder, the disclosing party shall
identify the information as proprietary at the time of the
disclosure and, within thirty (30) days after such oral or visual
disclosure, reduce the subject matter of the disclosure to
writing, properly stamped with the proprietary
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legend, marking, stamp or other positive written notice and submit
it to the receiving party.
B. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Motorola disclosed hereunder to Iridium
may only be used by Iridium for monitoring the progress of the
performance of this Contract by Motorola.
C. It is agreed that for a period of ten (10) years following the
receipt of Proprietary Information, the receiving party will use
such information only for the purpose(s) provided in Paragraphs B
and C, above, as applicable, and shall take reasonable efforts to
preserve in confidence such Proprietary Information and prevent
disclosure thereof to third parties. Each of the parties agree
that it will use the same reasonable efforts to protect the
other's Proprietary Information as are used to protect its own but
will at least use reasonable care. Disclosures of such
information shall be restricted to those individuals directly
participating in the efforts provided in Paragraphs B and C,
above, who have a need to know such information and who have been
made aware of and consent to abide by the restrictions contained
herein concerning the use of such information.
D. The obligation to protect Proprietary Information and the
liability for unauthorized disclosure or use of Proprietary
Information shall not apply with respect to such information which
is now available or becomes available to the public without breach
of this Contract; information lawfully received without
restrictions from other sources; information known to the
receiving party prior to disclosure not subject to a separate
nondisclosure obligation; information published or disclosed by
the disclosing party to others, without restriction; information
developed by the receiving party independent of and without use of
the information disclosed by the disclosing party; information for
which further use or disclosure by the recipient is authorized in
writing by the disclosing party; or information required to be
disclosed to any persons involved in insuring risks hereunder.
E. Upon termination of this Contract each party may request, within a
reasonable period of time thereafter, the return of all
Proprietary Information delivered under this Contract to the other
party and copies made thereof by the receiving party, except that
each party may retain an archived copy to be used only in case of
a dispute concerning the Contract. Each party agrees to comply
with such request by the other party and to return within a
reasonable time the Proprietary Information requested by the party
providing such information.
ARTICLE 16. ASSOCIATE CONTRACTOR REQUIREMENTS
Iridium and all contractors to Motorola for the IRIDIUM Communications
System are hereby defined as "Associate Contractors." In the performance
of this Contract, Iridium shall, to the extent requested by Motorola,
work cooperatively with other Associate Contractors in the cooperative
development of the IRIDIUM Communications System.
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Iridium expressly agrees that its Proprietary Information as described in
the Article hereof entitled Intellectual Property Rights may be made
available by Motorola to Associate Contractors, provided that such
Associate Contractors have agreed in writing to protect such Proprietary
Information substantially in accordance with the same provisions
contained in the Article hereof entitled DISCLOSURE AND USE OF
INFORMATION BY THE PARTIES. Iridium understands that, in order to ensure
the successful development of the IRIDIUM Communications System, Motorola
and its Associate Contractors may need to disclose or receive Proprietary
Information directly with one another and Iridium hereby expressly agrees
to such exchanges. Iridium agrees that it will use and protect the
Proprietary Information of Associate Contractors on the same basis as it
is permitted to use and is obligated to protect Motorola Proprietary
Information as provided in the Article hereof entitled DISCLOSURE AND USE
OF INFORMATION BY THE PARTIES.
ARTICLE 17. TAXES
A. The price of this Contract referred to in the Article herein
entitled PRICE, includes all transportation and related charges
and all applicable taxes, duties, and similar liabilities
whatsoever for delivery of all items to the specified destination
in the continental United States, except any tax on the sale to
Iridium of any item delivered hereunder. Iridium will reimburse
Motorola for any such sales or use tax, or duty drawback claim
Motorola is required by law to pay.
B. If requested by the other party, Motorola and Iridium will
cooperate with each other in contesting and/or protesting those
taxes which either party reasonably deems inappropriate. In
return for such cooperation, Motorola and Iridium agree to
indemnify each other against and hold each other harmless from any
such tax that the other party is responsible to pay under
Paragraph A above, and from any costs, expenses, penalties, or
fees (including reasonable attorneys fees) which either party
incurs in cooperating with the other.
ARTICLE 18. EXCUSABLE DELAYS
A. Without limiting any other provision specifying what constitutes
an excusable delay under this Contract, any event which causes a
failure or delay to perform hereunder, and which is beyond the
reasonable control and without the fault or negligence of Motorola
and its subcontractors hereunder shall constitute an excusable
delay, if notice thereof is given to Iridium within thirty (30)
days after such event shall have occurred or within 30 days of
Motorola's knowledge of such event. Such excusable delay events
include, but are not limited to, acts of God or of the public
enemy; acts of governments in their sovereign or contractual
capacity including government priorities, allocations, regulations
or orders affecting materials, facilities, or, if applicable,
completed spacecraft; fires; floods; snowstorms; earthquakes;
epidemics; quarantine restrictions; strikes; labor difficulties;
wars; and freight embargoes or any other event which causes
failure or delay in performance hereunder and which is beyond the
reasonable control of Motorola or its subcontractors hereunder.
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MOTOROLA CONFIDENTIAL PROPRIETARY
B. In the event of any such excusable delay, the performance schedule
of this Contract shall be extended equitably and the price shall
be adjusted to account for any additional costs incurred by
Motorola as a result of such delay. Motorola shall provide
Iridium with evidence supporting Motorola's claim of excusable
delay and shall mitigate such additional costs or schedule impact
to the extent reasonable.
ARTICLE 19. EXPORT REGULATIONS
A. Neither party shall export, directly or indirectly, any
information or technical data disclosed under this Contract to any
individual or country which the U.S. Government at the time of
export requires an export license or other government approval
without first obtaining such license or approval. The parties
recognize that Iridium may be composed of individuals or entities
for which Iridium must ensure no disclosure of technical data
unless and until Iridium obtains appropriate export licenses from
the U.S. Government.
B. Motorola agrees to exert commercially reasonable efforts to design
the Gateway Equipment to enable it to be exported from the United
States, based upon Motorola's experiences with current U.S. laws
and regulations, to the countries in which Gateways are
contemplated to be located, which are: Australia, Bahrain, Brazil,
Canary Islands (Spain), China (PRC), Cyprus, Germany, India,
Indonesia, Italy, Japan, Kingdom of Saudi Arabia, South Africa,
South Korea, Mexico, United States, Russian Federation, Taiwan
(ROC), Thailand and United Arab Emirates.
ARTICLE 20. ASSIGNMENT
Neither party shall assign or delegate this Contract or any of its
rights, duties, or obligations thereunder to any other person without the
prior express written approval of the other party except that Iridium
agrees that Motorola may assign this Contract to any subsidiary or
successor corporation of Motorola. Nothing contained in this Article
shall restrict Motorola from subcontracting work or procuring
parts/materials or services in the ordinary course of performance of this
Contract.
ARTICLE 21. RELATIONSHIP WITH OTHER AGREEMENTS
The following agreements relate to the effort described herein. Nothing
in this Contract shall be construed or interpreted as amending any of
these other agreements. The rights and responsibilities of the parties
within each of these related agreements is set forth within each such
separate and independent agreement.
A. RELATED EXISTING CONTRACTS
1. SPACE SYSTEM CONTRACT: The Space System Contract covers the
design, development, production and delivery of the
integrated Space System of the IRIDIUM Communication System,
along with certain documentation as specified in that
contract.
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MOTOROLA CONFIDENTIAL PROPRIETARY
2. OPERATIONS AND MAINTENANCE CONTRACT: The Operations and
Maintenance Contract (O&M Contract) covers the operation and
maintenance of the entire IRIDIUM Space System. The five
(5) year period contemplated by the O&M Contract begins
immediately upon completion of the IRIDIUM Space System
Contract. Generally the work required includes the
replacement of individual spacecraft of the Constellation as
necessary to maintain the performance and reliability levels
specified for the Space System.
3. MUTUAL NONDISCLOSURE AGREEMENT FOR COOPERATIVE ACTIVITIES:
This agreement is intended to cover discussions and the
exchange of data to the extent they are not covered by other
agreements between Motorola and Iridium.
(Note: This Mutual Nondisclosure Agreement is not
applicable to any data exchanged between Motorola and
Iridium pertaining to the IRIDIUM Gateway or the Terrestrial
Network. Information exchanged regarding the Gateways or
the Terrestrial Network is under the purview of this TNDC
Contract.)
B. RELATED CONTRACTS IN NEGOTIATIONS
ENGINEERING ASSISTANCE AGREEMENT: This contract is intended to
provide engineering assistance and other services by Motorola to
Iridium in excess of the effort included in the scope of the O&M
Contract and the Space System Contract. Such services could
include system engineering design assistance in evaluating the
utility of an enhanced design for the second or replacement Space
System.
C. RELATED CONTRACTS TO BE NEGOTIATED
1. GATEWAY EQUIPMENT PURCHASE AGREEMENTS
2. GATEWAY ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACTS
3. GATEWAY OPTIONAL SERVICES CONTRACTS
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MOTOROLA CONFIDENTIAL PROPRIETARY
ARTICLE 22. NOTICES
All correspondence, including notices, reports, and documentation
deliverables, to be provided to Iridium or Motorola under this Contract
shall be sent to Iridium or Motorola as follows:
<TABLE>
<S> <C> <C> <C>
Iridium: Iridium LLC Motorola: Motorola, Inc.
Address: 1401 H Street NW, Suite 800 Address: 2501 S. Price Rd.
Washington, D.C. 20005 Chandler, AZ 85248-2899
Attn: Mr. Robert R. Call Attn: Mr. Walter R. Rhodes
Phone: (202) 326-5648 Phone: (602) 732-2634
Fax: (202) 842-0006 Fax: (602) 732-4346
</TABLE>
ARTICLE 23. AUTHORIZED REPRESENTATIVES
The only representatives of Iridium and Motorola authorized to make
changes to this Contract and to sign contractual documents are:
<TABLE>
<S> <C>
Iridium: Motorola:
Edward F. Staiano Durrell L. Hillis
F. Thomas Tuttle Bary Bertiger
</TABLE>
Either party may change its aforementioned representatives at any time by
providing written notice to the other party.
ARTICLE 24. EXHIBIT
The following Exhibit is attached hereto and hereby incorporated as part
of this Contract by reference as if fully set forth within this Contract:
Exhibit A -- Statement of Work
ARTICLE 25. ORDER OF PRECEDENCE
In the event of any inconsistency among or between the parts of this
Contract, such inconsistency shall be resolved by giving precedence in
the order of the parts as set forth below:
1. Contract Articles
2. Statement of Work (Exhibit A)
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MOTOROLA CONFIDENTIAL PROPRIETARY
ARTICLE 26. DISPUTES AND GOVERNING LAW
A. This Contract and any dispute arising under or in connection with
this Contract, including any action in tort, shall be construed in
accordance with and governed by the laws of the State of Arizona
except for its choice of laws rules.
B. Motorola and Iridium will attempt to settle all disputes, claims,
or controversies arising under or in connection with this Contract
through consultation and negotiation in good faith and a spirit of
mutual cooperation. If those attempts fail, the parties agree to
consider forms of alternative dispute resolution (ADR) such as
neutral fact-finding, mediation, arbitration, or a minitrial.
C. All disputes arising in connection with the interpretation or
implementation of this Contract which are not resolved in a timely
manner shall be referred, within Motorola's and Iridium's
organizations, as follows:
1. The dispute shall be referred to the General Manager,
Motorola, Satellite Communications Division and Iridium's
comparable level executive or their designees for
satisfactory resolution.
2. If the dispute remains unresolved after ten (10) days have
elapsed, it shall be referred to the Chief Executive
Officers (CEOs) of Motorola and Iridium or their designees
for resolution.
3. Except as to intellectual property issue disputes, if the
dispute remains unresolved after thirty (30) days have
elapsed following referral to the CEOs, it shall then be
solely and finally settled by arbitration (or some other
form of Alternative Dispute Resolution mutually acceptable
to the parties) conducted in the English language in
Arizona, in accordance with the Rules of Arbitration of the
American Arbitration Association (AAA) by three (3)
arbitrators, one of whom shall be selected by Iridium and
one of whom shall be selected by Motorola. After demand for
arbitration is made and the demanding party has selected its
appointed arbitrator,
(a) the other party shall have twenty (20) calendar days
to select its arbitrator,
(b) after such selection, the two party-appointed
arbitrators shall have twenty (20) calendar days to
appoint a third arbitrator who shall act as chairman,
(c) if the two party-appointed arbitrators do not make
such appointment within such time, the AAA shall make
such appointment within ten (10) calendar days, and
(d) the arbitral tribunal shall decide the matter and
render an award within sixty (60) calendar days
thereafter.
The parties hereto shall cooperate in such expedited
procedure and perform all necessary acts to ensure adherence
to this schedule. The chairman shall be a businessman or
lawyer with at least ten (10) years of experience with
international business transactions. The arbitral tribunal
shall decide, by majority vote, the
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MOTOROLA CONFIDENTIAL PROPRIETARY
resolution of the dispute, controversy or claim in
accordance with the governing law specified in this
Contract. The decision of the arbitrators shall be in
writing and shall set forth the bases therefore. The
parties hereto shall abide by all awards rendered in
arbitration proceedings, and all such awards may be enforced
and executed upon in any court having jurisdiction over the
party against whom enforcement of such award is sought.
Motorola and Iridium shall divide equally the administrative
charges, arbitrator's fees, and related expenses of
arbitration but each party shall pay its own legal fees and
other expenses incurred in presenting and defending its
position on the dispute incurred in connection with any such
arbitration. All arbitration awards hereunder shall be
rendered and paid in United States Dollars.
4. Any intellectual property issue dispute, which is not
resolved by the parties after a good faith attempt at
resolution has been made as provided in paragraphs one (1)
and two (2) above of this Article may then be submitted to
the courts of the State of New York, United States of
America, unless mandatorily preempted by Federal Law of the
United States of America, whereupon such dispute shall be
submitted to the Federal courts of the United States of
America.
5. The parties acknowledge and agree that the United Nations
Convention on Contracts for the International Sale of Goods
(the "Vienna Convention") shall not apply to the
transactions contemplated by this Contract.
ARTICLE 27. ENTIRE AGREEMENT
A. This Contract constitutes the entire agreement between the parties
and supersedes all prior understandings, commitments, and
representations whether written, oral, electronic or otherwise
with respect to the subject matter contained herein. This
Contract may not be amended or modified except as provided by the
Article herein entitled CHANGES; nor may it be terminated except
as provided by the Article herein entitled DEFAULT BY MOTOROLA,
the Article herein entitled TERMINATION FOR CONVENIENCE, or the
Article herein entitled DEFAULT BY IRIDIUM; and, none of its
provisions may be waived, except by a writing signed by an
authorized representative of the party against which the waiver is
sought to be enforced. The paragraph headings herein shall not be
considered in interpreting the text of this Contract. In the
event any part of this Contract is declared legally invalid or
unenforceable by an authorized judicial body, such part of this
Contract shall be ineffective to the extent of such invalidity or
unenforceability and shall not affect the remaining provisions of
this Contract unless such declaration affects the Article herein
entitled LIMITATION OF LIABILITY. In such case, this Contract
shall be declared terminated as of the date of such judicial
decision and the parties shall have only the following rights and
responsibilities:
1. Motorola's Rights and Responsibilities:
(a) Motorola shall, to the extent that it has the right
to do so, deliver to Iridium the then-current version
of the Gateway Design Package as of the effective
date of
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MOTOROLA CONFIDENTIAL PROPRIETARY
any such termination along with the intellectual
property licenses specified in the Article herein
entitled INTELLECTUAL PROPERTY RIGHTS.
(b) Motorola shall be paid a percentage of the total
price of this contract equal to the actual percentage
of completion of the Gateway Design Package that is
completed as of the effective date of such
termination action. In no event shall such amount be
less than the amount which has been completed as of
the date of the signature by the parties to this
contract.
(c) Motorola shall be relieved of all other obligations
contained in this Contract and any and all liability
arising directly or indirectly out of this contract
except for its obligation to not use or disclose
proprietary information of Iridium except in
accordance with the Article herein entitled
DISCLOSURE AND USE OF INFORMATION BY THE PARTIES.
2. Iridium's Rights and Responsibilities:
(a) Iridium shall, upon payment of the Contract price
specified below and to the extent that Motorola has
the right to do so, receive the then-current version
of the Gateway Design Package as of the effective
date of any such termination along with the
intellectual property licenses specified in the
Article herein entitled INTELLECTUAL PROPERTY RIGHTS.
(b) Iridium shall pay a percentage of the total price of
this Contract equal to the actual percentage of
completion of the Gateway Design Package that is
completed as of the effective date of such
termination action. In no event shall such amount be
less than the amount which has been completed as of
the date of the signature by the parties to this
contract.
(c) Iridium shall be relieved of all other obligations
contained in this Contract and any and all liability
arising directly or indirectly out of this contract
except for its obligation to not use or disclose
Motorola's proprietary information except in
accordance with the Article herein entitled
DISCLOSURE AND USE OF INFORMATION BY THE PARTIES.
B. Notwithstanding anything in this Contract to the contrary, the
rights, representations, and obligations of the Parties as
expressed in this agreement are made for the benefit of the
Parties hereto and shall not be interpreted or construed as
providing any beneficial or legal interest to any third party
(including without limitation all Gateway Equipment purchasers,)
nor shall it be construed or interpreted as granting any rights or
remedies to any third parties under any written or implied
contract with Motorola (including without limitation all Gateway
Equipment purchasers,).
ARTICLE 28. EFFECTIVE DATE
The term Effective Date of this Contract (EDC), as used in this Contract,
shall mean the first day of January 1993.
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MOTOROLA CONFIDENTIAL PROPRIETARY
IN WITNESS WHEREOF, the parties hereto have executed this Contract consisting
of this and the preceding nineteen (19) pages and the Exhibit referenced
therein.
Motorola, Inc. Iridium LLC
By: /s/ BARRY BERTIGER By: /s/ JERROLD D. ADAMS
------------------------------- -----------------------------
Name: Barry Bertiger Name: Jerrold D. Adams
------------------------------ ----------------------------
Corporate V.P. & President & Chief
General Manager Title: Operating Officer
----------------------------- ---------------------------
Date: Date:
------------------------------ ----------------------------
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MOTOROLA CONFIDENTIAL PROPRIETARY
<PAGE> 23
THE IRIDIUM(R)
TERRESTRIAL NETWORK DEVELOPMENT
EXHIBIT A
STATEMENT OF WORK
(CONFORMED 1/14/97 TO INCLUDE AMENDMENT NO. 2)
FOREWORD
This document contains the scope of work to be performed by the Satellite
Communications Division (SATCOM) of Motorola, Inc. (Motorola) located in
Chandler, Arizona under the Terrestrial Network Development Contract with
Iridium LLC located in Washington, D.C. The work in this document includes
the non-recurring engineering design, development and test efforts associated
with the IRIDIUM Gateway Equipment which will be sold by Motorola under
separate contracts with Gateway Operators.
- -------------------
IRIDIUM is registered trademark and service mark of Iridium LLC.
<PAGE> 24
MOTOROLA CONFIDENTIAL PROPRIETARY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION TITLE PAGE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1.0 BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.0 SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 ADDITIONAL SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.0 TERRESTRIAL NETWORK DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 FUNCTIONAL OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1.1 SERVICE AND FUNCTIONAL CAPABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1.2 GATEWAY EQUIPMENT OPERATIONAL FUNCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 GATEWAY EQUIPMENT PERFORMANCE OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2.1 CALL PROCESSING PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2.2 RF AND MODEM PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2.3 OA&M PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2.4 IRIDIUM BUSINESS SUPPORT SYSTEM INTEGRATION SUPPORT . . . . . . . . . . . . . . . . . . . . . . . 7
3.3 MONITORING DEVELOPMENT PROGRESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.4 TEST DOCUMENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.0 MILESTONE DESCRIPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
TABLE 4.0-1 TNPC MILESTONES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 SUBSYSTEM ACCEPTANCE TESTING (MILESTONES 1 THROUGH 4) . . . . . . . . . . . . . . . . . . . . . . 9
4.1.1 MILESTONE 1 - GATEWAY SWITCHING CENTER SR4 SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . 10
4.1.2 MILESTONE 2 - EARTH TERMINAL CONTROLLER (ETC) SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . 10
4.1.3 MILESTONE 3 - OMC-G SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1.4 MILESTONE 4 - MESSAGING SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 TNDC DEMONSTRATIONS (MILESTONES 5 THROUGH 8) . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2.1 MILESTONE 5- GATEWAY TEST LAB DEMONSTRATION - Release 1 . . . . . . . . . . . . . . . . . . . . 12
4.2.2 MILESTONE 6 - GATEWAY ACCEPTANCE TEST PROCEDURES - RELEASE 1 . . . . . . . . . . . . . . . . . .
4.2.3 MILESTONE 7 - GATEWAY/SYSTEM DEMONSTRATION - RELEASE 1 . . . . . . . . . . . . . . . . . . . . . 13
4.2.4 MILESTONE 8 - GATEWAY TEST LAB DEMONSTRATION - RELEASE 2 . . . . . . . . . . . . . . . . . . . . 14
4.3 GATEWAY DESIGN PACKAGES (MILESTONES 9 AND 10) . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.3.1 BSP-G0001.GWS, IRIDIUM GATEWAY SEGMENT SPECIFICATION . . . . . . . . . . . . . . . . . . . . . . 15
4.3.2 GATEWAY INTERFACE SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.3.3 DEVELOPMENT PROCUREMENT PACKAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
- ------------------------------
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MOTOROLA CONFIDENTIAL PROPRIETARY
<TABLE>
<S> <C> <C>
4.3.4 GATEWAY SYSTEM OPERATIONS, ADMINISTRATION AND MAINTENANCE (OA&M) MANUALS . . . . . . . . . . . . 16
4.3.5 GATEWAY TRAINING MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.6 GATEWAY DEVELOPMENT VERIFICATION PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.7 GATEWAY PRODUCT DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.8 GATEWAY CUSTOMER ACCEPTANCE TEST PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.9 GENERIC GATEWAY FACILITIES DESIGN PACKAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.0 PROGRAM MANAGEMENT OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.0 PRE-COMMERCIAL SERVICE WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.0 GTAC SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
8.0 COMMERCIAL ACTIVATION ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
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MOTOROLA CONFIDENTIAL PROPRIETARY
APPENDICES
A. GATEWAY TNDC PERFORMANCE OBJECTIVES
B. DESCRIPTION OF IRIDIUM SERVICES
C. DESCRIPTION OF GATEWAY MANAGEMENT FUNCTIONAL AREAS
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MOTOROLA CONFIDENTIAL PROPRIETARY
1.0 BACKGROUND
The Terrestrial Network Development Contract (TNDC) is a
contract under which Motorola SATCOM will complete the
development and testing of the detailed design for a specific
portion (Gateway Equipment) of the IRIDIUM Communications
System. It does not include the IRIDIUM Business Support System
(previously known as the Network Management Support System)
functionality or equipment. It is understood that at the date
of contract award, Gateway Equipment development progress has
been made in the areas of detailed planning, requirements
generation and analyses, supplier selection and high level
design for some areas of functionality.
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MOTOROLA CONFIDENTIAL PROPRIETARY
2.0 SCOPE
The Terrestrial Network Development (TND) is for a set of
tasks to specify, design, develop, integrate and test specific
hardware and software of the IRIDIUM Gateway Equipment.
Tasks related to the TND effort include:
A. Develop detailed functional, technical and operating
requirements from higher level requirements as expressed in the
TND Functional and Performance Objectives, Appendix A, the
Description of IRIDIUM Services, Appendix B and the OA&M
capabilities described in Appendix C.
B. Develop the design for Gateway Equipment hardware.
C. Develop the design for Gateway Equipment software.
D. Document the design effort such that the design can be
reviewed between SATCOM and Iridium, Inc. as work progresses and
such that the design effort culminates in deliverable
documentation identified as the Gateway Design Package.
E. Develop and test the software of the Gateway Equipment.
F. Integrate and test the Gateway Equipment software and
hardware using a laboratory test environment. It is expected
the laboratory environment will be used by Motorola after the
completion of the TND for support and future development.
G. Demonstrate that the Gateway Equipment design meets the
requirements of the TND Functional and Performance Objectives as
identified in Appendix A, the Description of IRIDIUM Services
found in Appendix B and the OA&M capabilities as described in
Appendix C.
H. Deliver the Gateway Design Package to Iridium.
2.1 ADDITIONAL SCOPE RELATING TO COMMERCIAL ACTIVATION ACTIVITIES
In addition to the tasks set forth in Section 2.0 above,
Motorola's performance hereunder shall include providing the
Pre-Commercial Service warranty, providing the GTAC Services,
performing Technical Trials, providing the Operations Data
Network
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MOTOROLA CONFIDENTIAL PROPRIETARY
(ODN), and supporting other activities related to Commercial
Activation, (e.g., Operational Trial, Gateway Commissioning;
Subscriber Trials; Implementation, Testing and Activation of
Release 3 into the Gateway Equipment).
3
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MOTOROLA CONFIDENTIAL PROPRIETARY
3.0 TERRESTRIAL NETWORK DEVELOPMENT
3.1 FUNCTIONAL OBJECTIVES
The IRIDIUM Gateway design is based on digital cellular
technology and relies on the development of electrical
interfaces and signaling protocols for both fixed established
equipment and mobile IRIDIUM subscriber equipment. The Gateway
Equipment shall be designed to provide functions required for
the interconnectivity between the IRIDIUM Space System and the
terrestrial international wireline network through a peer level
interface with an international transit tandem switch. The
Gateway Equipment shall be designed to support interconnection
to different Public Switched Telephony Networks (PSTN) and
Integrated Services Digital Networks (ISDN) restricted to
signaling protocols according to the following:
*
The IRIDIUM Gateway Equipment shall be designed to provide the
access control and call processing functionality (including
collection of usage data to support network management and
billing) necessary to implement IRIDIUM telephony, bearer and
messaging services.
3.1.1 SERVICE AND FUNCTIONAL CAPABILITIES
The IRIDIUM Gateway Equipment shall provide the following
service and functional capabilities. A detailed description of
the services supported by the Gateway Equipment design, to the
extent the Gateway equipment contributes to effecting such
services, can be found in Appendix B.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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<PAGE> 31
MOTOROLA CONFIDENTIAL PROPRIETARY
*
- - Basic Teleservices
-- Telephony (call processing, setup, control, tear down)
-- Emergency Calling 11 (using SIM card and valid subscription)
- - Basic Telephony Features
-- Voice Path Cut-Through
-- Transit Trunking
-- Supplemental Telephony Features (configurable capabilities)
-- VLR/HLR Restoration According to GSM Phase II
-- Intercept (basic)
-- EIR Node Functionality
-- Call offering Supplementary Services
Call Forwarding Unconditional (CFu)
Call Forwarding on Mobile Subscriber Busy
(CFb)
Call Forwarding on Mobile not reachable (CFNRc)
-- Call Restriction
- - Other Services
-- Support of Debit Card (refer to Appendix B for conditions)
*
*
- - Messaging Services
-- Directed Messaging Service (DMS)
-- DMS Features and Supplementary Services
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
-- DMS Voice Messaging Supplementary Services
- - Telephony Voice - Messaging
- - Telephony Voice - Messaging Supplementary Services
*
- - Bearer Services
*
-- Automatic Facsimile (FAX)
*
- - Voice Supplementary Services
-- Community of Interest (Closed User Group)
-- Multi-Party
-- Call Waiting
-- Call Hold
-- Call Forwarding No Reply (CFnr)
- - Supplementary Telephony Services
-- Attach/Detach
*
-- Single IRIDIUM Number (Refer to Appendix B for restrictions)
3.1.2 GATEWAY EQUIPMENT OPERATIONAL FUNCTIONS
IRIDIUM Gateway operations, administration and maintenance (OA&M)
functions will be provided in the Gateway Equipment design. These
functions will include fault management, configuration management,
performance management, security management and accounting management.
In addition, gateway network element level management fucntions will
be provided for the ETC, switch and messaging sybsystems. The Gateway
OA&M equipment will be capable of interfacing with the IRIDIUM
Business Support System. Appendix C provides a description of the
Gateway management functional areas.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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3.2 GATEWAY EQUIPMENT PERFORMANCE OBJECTIVES
The Gateway Equipment performance attributes for Call Processing
and OA&M are identified in Appendix A. These attributes
represent the set of objectives which specify expected
performance of the Gateway Equipment when operated as an
integral part of the IRIDIUM Communications System. The
performance objectives fall into three categories: Call
Processing Performance, RF and Modem Performance, and OA&M
Performance.
3.2.1 CALL PROCESSING PERFORMANCE
The Gateway Equipment call processing performance attributes and
their values are identified in Table 1 of Appendix A.
*
Parameters specified represent only the
IRIDIUM Gateway contribution to the overall system time
parameters.
The Gateway Equipment will contain an implementation of a
proprietary transcoder algorithm. A data package will be
provided to Iridium, Inc. as Motorola proprietary data
containing voice encoder/decoder evaluation results.
3.2.2 RF AND MODEM PERFORMANCE
To demonstrate the RF and modem characteristics of the Gateway
equipment, Motorola will provide a data package containing test
data and results of earth terminal test performed for the Space
System. The tests would include:
- Ka-band link BER performance
- Ka-band link RF power control performance
- Satellite acquisition time
- SV-SV hand-off performance parameters
- Uplink and downlink RF frequency accuracy
- Maximum EIRP and EIRP stability
- Feeder link data rate
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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- G/T(derived)
- Antenna gain patterns for transmit and receive
frequencies.
Motorola understands that some of this data may be needed to
obtain licensing of the Gateway in certain countries and,
therefore, Motorola agrees to minimize the amount of proprietary
data included in the test reports.
3.2.3 OA&M PERFORMANCE
The IRIDIUM Gateway Equipment Operations, Administration and
Maintenance (OA&M) performance parameters and their values are
identified in Table 2 of Appendix A.
*
3.2.4 IRIDIUM BUSINESS SUPPORT SYSTEM INTEGRATION SUPPORT
Motorola will support the integration of the Iridium developed
business system with Gateway equipment in the Gateway test
laboratory in Chandler, AZ. Motorola will provide reasonable
laboratory space and technical support for this activity, as
well as access to the operational Gateway subsystems.
3.3 MONITORING DEVELOPMENT PROGRESS
Through planned design reviews and test activities, Iridium,
Inc. will be able to monitor the TND progress. Duplication of
testing for the purposes of satisfying requirements of the TND
should be avoided. Iridium, Inc. will be afforded the
opportunity to attend Gateway Design Reviews and participate in
TND testing as described below. The test objectives of the TND
contract include verification through test and demonstration
that the IRIDIUM Gateway Equipment design meets the Functional
Objectives identified in Section 3.1, the Performance Objectives
outlined in Section 3.2 and as identified in Appendix A, the
services described in Appendix B and the OA&M capabilities
listed in Appendix C. The integrated Gateway Equipment will be
shown to function as an integral part of the IRIDIUM
Communication System. To accomplish the objectives, testing
will be performed at four levels. The first testing level is
subsystem acceptance testing. This testing will be performed to
verify that the
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
suppliers have met the subsystem level requirements. The second
level of testing is performed at the Gateway Equipment level by
integrating and testing the subsystems together as a functional
entity. This level of testing will be performed to verify that
the Gateway segment level requirements have been met and all
interfaces external to the Gateway have been verified.
Simulation will be used for most external interfaces. The third
level of testing demonstrates the Gateway Equipment in the
Gateway test laboratory. This level of testing introduces other
system elements such as the System Control Segment Control
Facility, the Message Termination Controller, and the ISU, which
replace simulators in the Gateway test laboratory. The
objective of this testing is to integrate the Gateway segment
into the IRIDIUM Communications System in a laboratory
environment. The fourth and final level of testing will be
performed to demonstrate the integrated Gateway Equipment
functions in the IRIDIUM Communications System using on-orbit
satellites as available.
*
3.4 TEST DOCUMENTATION
Test documentation will be developed by both the subsystem
suppliers and Motorola to describe the applicable test
processes. These documents will be made available to Iridium
for review at least 30 days prior to testing. Copies of
test reports will be provided to Iridium, Inc. within 30 days
following testing. Test procedure documents will contain
information which is used to verify or test functional
capabilities of the Gateway Equipment. These procedures will
contain information such as: test requirements specifications,
system under test scenarios, test plans, stimulus/response,
verification matrices, etc. Test acceptance documents will
contain the test procedures which will be executed. A pass/fail
criteria will be developed for the key performance
specifications. Iridium, Inc. will be offered the opportunity
to witness testing. Test report documents will contain the
results of the test effort. TND test efforts will include
supplier acceptance testing, lab testing, Beta Site
pre-acceptance testing, or demonstration testing. The test
reports will provide information as to the success and status of
the system under test including an action plan to correct
deficiencies or defects discovered during testing.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.0 MILESTONE DESCRIPTIONS
The contract milestone schedule is provided in Table 4.0-1.
These milestones will demonstrate tangible progress toward
implementation of the IRIDIUM Gateway Equipment design.
Description of the contract milestones and completion criteria
are provided below. Iridium, Inc. shall have the right to
challenge the assertion of Motorola that any milestone has been
completed in accordance with the stated criteria pursuant to
Article 6, PAYMENT, Subsection D.
TABLE 4.0-1. TNDC MILESTONES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
MS DESCRIPTION SCHEDULED AMOUNT DUE
NO. COMPLETION DATE** (U.S. DOLLARS)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1 GSC SR4 Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
2 Gateway ETC Basic Teleservices Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
3 Gateway OMC-G Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
4 Gateway Messaging Subsystem Acceptance Test * *
- --------------------------------------------------------------------------------------------------------
5 Gateway Test Lab Demonstration Release * * *
- --------------------------------------------------------------------------------------------------------
6 Gateway Acceptance Test Procedures Release * * *
- --------------------------------------------------------------------------------------------------------
7 Gateway/System Demonstration Release * * *
- --------------------------------------------------------------------------------------------------------
8 Gateway Test Lab Demonstration Release * * *
- --------------------------------------------------------------------------------------------------------
9 Gateway Design Package Release * * *
- --------------------------------------------------------------------------------------------------------
10 Gateway Design Package Release * * *
- --------------------------------------------------------------------------------------------------------
TOTAL $160,000,000
- --------------------------------------------------------------------------------------------------------
**The dates shown in the column titles "Scheduled
Completion Date" are those selected dates as of the
effective date of the TNDC and are subject to
adjustment as provided by ARTICLE 18, Excusable
Delays, of the Contract.
- --------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.1 SUBSYSTEM ACCEPTANCE TESTING (MILESTONES 1 Through 4)
Subsystem acceptance testing will be conducted with the
Motorola suppliers in accordance with Motorola approved
acceptance test procedures. In general, the acceptance testing
will occur at the subsystem supplier facility. Successful
completion will be based on completion of the test procedures
and establishment of an action plan to correct any deficiencies
and defects detected during testing. The four subsystem
acceptance tests to be performed include the Earth Terminal
Controller (ETC), the Gateway Switching Center (GSC), the
Gateway Messaging System (GWMS) and the Operations and
Maintenance Center (OMC-G). The locations of the testing are
tentative and are subject to change to accommodate changes in
Motorola's development plans. Acceptance test procedures (ATP)
for each of the subsystem acceptance tests will be provided to
Iridium Inc. for review and comment no less than thirty (30)
days prior to the start of testing.
4.1.1 MILESTONE 1- GATEWAY SWITCHING CENTER SR4 SUBSYSTEM ACCEPTANCE TEST
Subsystem acceptance testing will be performed by the GSC
supplier. The acceptance testing is planned to be performed at
the SATCOM facility in Chandler, Arizona.
*
Siemens will test the Gateway Switching
Center SR4 release to ensure compliance with the Motorola
developed procurement specifications. This testing will be
related to Release * functionality. Acceptance criteria will be
defined in the ATP. Acceptance test procedures will be provided
by Siemens and approved by Motorola. The acceptance test
procedures will be provided to Iridium, Inc. for review prior
to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when GSC SR4 has been
tested to the satisfaction of Motorola and a corrective action
plan has been established for those items found to be
non-compliant with the ATP acceptance criteria. Iridium, Inc.
representatives shall be offered the opportunity to witness the
subsystem acceptance testing.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.1.2 MILESTONE 2 - EARTH TERMINAL CONTROLLER (ETC) SUBSYSTEM ACCEPTANCE
TEST
The ETC subsystem acceptance test is scheduled to be
performed at the Motorola Scottsdale facility
*
This acceptance testing
will include previously accepted transmission (ETS),
communications (ECS) and management (OMC-R) subsystems.
Motorola will integrate the three subsystems and perform an ETC
level acceptance test. Motorola will test the Gateway Earth
Terminal Controller subsystem to ensure compliance with the
Motorola developed specifications. Acceptance criteria will be
defined in the ATP. The acceptance test procedures will be
provided to Iridium, Inc. for review prior to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when the Gateway ETC has
been tested to the satisfaction of Motorola and a corrective
action plan has been established for those items found to be
non-compliant with the ATP acceptance criteria. Iridium, Inc.
representatives shall be offered the opportunity to witness the
subsystem acceptance testing.
4.1.3 MILESTONE 3 - OMC-G SUBSYSTEM ACCEPTANCE TEST Subsystem acceptance
testing will be performed by the OMC-G supplier to *. This
milestone is scheduled to be performed at the SATCOM facility
in Chandler, Arizona. Telespazio will test the Gateway
Operation and Maintenance Center subsystem to ensure compliance
with the Motorola developed procurement specifications.
Acceptance criteria will be defined in the ATP. The acceptance
test procedures will be developed by the supplier and approved by
Motorola. The acceptance test procedures will be provided to
Iridium, Inc. for review prior to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when the OMC-G has been
tested to the satisfaction of Motorola and a corrective action
plan has been established for those
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
items found to be non-compliant with the ATP acceptance
criteria. Iridium, Inc. representatives shall be offered the
opportunity to witness the subsystem acceptance testing.
4.1.4 MILESTONE 4 - MESSAGING SUBSYSTEM ACCEPTANCE TEST
Subsystem acceptance testing will be performed by
Motorola using equipment from the Gateway Messaging Subsystem
(GWMS) and SCS Messaging Subsystem (SCSMS) suppliers. The GWMS
Message Origination Controller (MOC) and the SCSMS Message
Termination Controller (MTC) subsystems will be integrated and
tested as a messaging infrastructure. The testing will be
performed at the Chandler facility. Motorola will test the
integrated messaging subsystems in accordance with the Motorola
acceptance test procedures. The subsystems include the MOC and
the MTC. *. The acceptance test procedures will be developed by
Motorola. Acceptance criteria will be defined in the ATP. The
acceptance test procedures will be provided to Iridium, Inc.
for review prior to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when the integrated GWMS
MOC and SCSMS MTC have been tested to the satisfaction of
Motorola and a corrective action plan has been established for
those items found to be non-compliant with the ATP acceptance
criteria. Iridium, Inc. representatives shall be offered the
opportunity to witness the subsystem acceptance testing.
4.2 TNDC DEMONSTRATIONS (MILESTONES 5 THOUGH 8)
Motorola will conduct * activities to fully demonstrate
the IRIDIUM Gateway Equipment design meets the Functional
Objectives of Section 3.1, the Performance Objectives of Section
3.2 and Appendix A, and supports both the Appendix B services as
well as the OA&M capabilities described in Appendix C. The
demonstrations include verification of Release * functionality
at the Gateway level in the Gateway test laboratory, in the
IRIDIUM Communications System using on-orbit assets as
available, and through successful execution of the
Release * Acceptance Test Procedures developed for the Gateway
purchaser's Gateway acceptance. *
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
*
The TNDC demonstration plan for each
demonstration milestone will be provided to Iridium, Inc. thirty
(30) days prior to commencement of the first demonstration test.
A demonstration test report will be provided to Iridium, Inc.
within thirty (30) days following the completion of each test.
4.2.1 MILESTONE 5 - GATEWAY TEST LAB DEMONSTRATION - RELEASE *
The demonstration verifies Release * functionality in
the Gateway test laboratory. For this demonstration, the
Gateway test laboratory will include
*
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
integrated Gateway Equipment hardware and software designs have
been tested in accordance with the mutually agreed plan to
demonstrate they meet the Release * performance objectives of
Section 3.2 and Appendix A, the services as described in
Appendix B, and the OA&M capabilities described in Appendix C
with no service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plant to correct any non-compliance
including a mutually acceptable scheduled retesting to
demonstrate correction. Iridium, Inc. representatives shall be
offered the opportunity to witness all demonstration activities.
4.2.2 MILESTONE 6 - GATEWAY ACCEPTANCE TEST PROCEDURES - RELEASE *
The Gateway Acceptance Test Procedures will be developed as a
generic set of procedures in accordance with the Gateway
Acceptance Test Plan (Gateway Purchase Agreement Exhibit C)
for Release * functionality. The Gateway Acceptance Test
Procedures, in conjunction with referenced OA&M documentation,
define the tests
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
that will be conducted, the pass/fail criteria, the test
conditions, and the Method of Procedure for implementation of
each release. Motorola will deliver the Acceptance Test
Procedures for each release to Iridium, Inc. four months prior
to acceptance testing for review and approval. The Release *
Gateway Acceptance Test Procedures will be demonstrated in the
SATCOM Gateway test laboratory. The generic test procedures,
which are expected to be common for all gateway equipment sites,
will be tailored for the Gateway test laboratory environment.
The test environment will include
*
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
mutually-agreed set of Release * Acceptance Test
Procedures have been successfully performed on the operational
Gateway Equipment hardware and software in the Gateway test
laboratory. Classification of non-compliance categories will be
mutually agreed and documented in the demonstration plan.
Demonstration may be accomplished by testing, simulation or
analysis as mutually agreed. Motorola will promptly provide a
plan to correct any non-compliance including a mutually
acceptable scheduled retesting to demonstrate correction.
Iridium, Inc. representatives shall be offered the opportunity
to witness all demonstration activities.
4.2.3 MILESTONE 7 - GATEWAY / SYSTEM DEMONSTRATION - RELEASE *
This demonstration verifies Release * functionality
of a set of Gateways integrated into the IRIDIUM system.
The test environment will include
*
The Gateway test laboratory will be
configured to support multiple-Gateway test scenarios using
operational equipment. The BETA site gateway will also be used
in conjunction with the Gateway test laboratory to demonstrate
multiple-gateway test scenarios and inter-gateway
communications.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
Gateway Equipment hardware and software designs have been
integrated and tested in the System test environment in
accordance with the mutually agreed plan to demonstrate they
meet the Release * performance objectives of Section 3.2
and Appendix A, the services as described in Appendix B, and the
OA&M capabilities described in Appendix C with no
service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plan to correct any non-compliance
including a mutually acceptable scheduled retesting to
demonstrate correction. Iridium, Inc. representatives shall be
offered the opportunity to witness all demonstration activities.
4.2.4 MILESTONE 8 - GATEWAY TEST LAB DEMONSTRATION - RELEASE *
The demonstration verifies Release * functionality in the
Gateway test laboratory. For this demonstration, the Gateway
test laboratory will include
*
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
integrated Gateway Equipment hardware and software designs have
been tested in accordance with the mutually agreed plan to
demonstrate they meet the Release * performance objectives of
Section 3.2 and Appendix A, the services as described in
Appendix B, and the OA&M capabilities described in Appendix C
with no service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plan to correct any non-compliance
including a mutually acceptable scheduled retesting to
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
demonstrate correction. Iridium, Inc. representatives shall be
offered the opportunity to witness all demonstration activities.
4.3 GATEWAY DESIGN PACKAGES (MILESTONES 9 AND 10)
The contents of the Gateway Design Packages are listed below.
Three (3) copies of the documentation package will be provided
in Motorola's or its supplier's format. Incremental deliveries
of the information and data packages may be made as they become
available. Many documents may be marked with EAR or ITAR
restrictions to which Iridium, Inc. will be responsible for
adherence.
A. Milestone 9: The first submittal of the design package will
contain information associated with Release * services as
identified in Appendix B and the OA&M capabilities described in
Appendix C.
B. Milestone 10: The second and final submittal of the design
package will contain information associated with Release *
services as identified in Appendix B, the OA&M capabilities
described in Appendix C, and any update to the Release *
package as required.
COMPLETION CRITERIA
These milestones will be deemed complete upon delivery of the
then-existing versions as of the scheduled completion dates
identified in Table 4.0-1 of the following nine (9) specific
documentation packages to Iridium, Inc.
4.3.1 BSP-G0001.GWS, IRIDIUM GATEWAY SEGMENT SPECIFICATION
This document as developed by Motorola defines the requirements and
specifications for allocation to the subsystem elements. The package will
include design specifications for the IRIDIUM Gateway Segment. Specifically
the document will contain: Gateway segment description, segment functional
requirements, design and construction requirements, documentation requirements,
logistics requirements, personnel and training requirements, subordinate
element characteristics and quality assurance.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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4.3.2 GATEWAY INTERFACE SPECIFICATIONS
This document as developed by Motorola contains the
specifications for the interfaces between the Gateway Segment
and external systems excluding the interface with the space
vehicle which is provided under the Space Contract.
4.3.3 DEVELOPMENT PROCUREMENT PACKAGES
Motorola's request-for-proposal (RFP) packages that were
developed for the ETC, GSC, OMC and Messaging subsystems will be
provided. These packages typically will include proposal
instructions, statements of work, specifications, and schedule
requirements. RFP amendments, if any, will also be provided.
4.3.4 GATEWAY SYSTEM OPERATIONS, ADMINISTRATION AND MAINTENANCE (OA&M)
MANUALS
The OA&M manuals (developed by Motorola and Subsystem Vendors)
will describe the overall characteristics of the Gateway
Equipment, functionality and OA&M procedures. The subsystem
manuals will be modified to include the specific functionality
added for the IRIDIUM System. Manuals will be delivered for the
following subsystems: OMC-G, OMC-R, MOC (Release * only)
GSC, ETS, ECS, ET. All of the detailed procedures required for
system operation will be provided including, but not limited, to
the following:
-- Gateway/subsystem startup and shutdown
-- Gateway routine operations (daily, weekly, monthly, yearly)
-- System configuration and reconfiguration
-- System performance monitoring
-- Fault isolation routines and maintenance assistance
-- Description of system alarms
-- Gateway/subsystem equipment installation
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.3.5 GATEWAY TRAINING MATERIALS
These materials developed by Motorola contain IRIDIUM-unique
training materials including curriculum and courses of
instruction. Supplier training material will be provided for
reference to augment the Motorola training materials.
4.3.6 GATEWAY DEVELOPMENT VERIFICATION PROCEDURES
A set of Motorola developed test procedures will be provided to
verify each functional incremental software build. These
procedures will be derived from the segment level verification
matrices associated with each software build. The verification
matrices will be developed from the IRIDIUM Gateway Segment
Specification (B0).
4.3.7 GATEWAY PRODUCT DESCRIPTION
A definitive Gateway product description will be provided. This
document will contain baseline configuration data, subscriber
services, PSTN interconnection, OA&M description, facility
considerations, subsystem descriptions and capacity and growth
planning.
4.3.8 GATEWAY CUSTOMER ACCEPTANCE TEST PROCEDURES
This document will include the generic test procedures to be
used for acceptance testing of a deployed Gateway. The
procedures will be developed in accordance with the baseline
Gateway Acceptance Test Plan of the Gateway Equipment Purchase
Agreement.
4.3.9 GENERIC GATEWAY FACILITIES DESIGN PACKAGE
The generic Gateway facilities design is a conceptual
engineering design of the central Gateway facility, the earth
terminal facilities, and infrastructure within the direct site
boundary. The package will include general layouts and
arrangement of facilities, multi-discipline engineering drawings
with some details, generic design criteria utilized for the
design, multi-disciplined calculations (partial), a
materials/equipment list, major
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engineering specifications and selected data supporting certain
parametric studies conducted by Motorola. The generic Gateway
Facilities Design package will be made available in accordance
with the schedule in the baseline Gateway purchase agreement.
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5.0 PROGRAM MANAGEMENT OBJECTIVES
Motorola shall assign a program manager to ensure
execution plans are developed and performed in compliance with
the terms of the TND contract. The program manager shall be the
interface between the TND team and Iridium, Inc. on program
performance matters. The program manager shall also be
responsible for managing and monitoring the effort so that all
TNDC requirements are fulfilled, that milestones are met,
deliveries are made as scheduled, and program risks are
identified and managed. The Motorola contract manager shall be
the primary point-of-contact as regards all contract matters.
Motorola shall provide engineering management so that all
technical requirements and specifications are adequately
identified and implemented using sound engineering
methodologies.
6.0 PRE-COMMERCIAL SERVICE WARRANTY
The Pre-Commercial Service Warranty shall commence, with
regard to Gateway Equipment, on the date such Gateway Equipment
has successfully achieved Conditional Acceptance pursuant to the
GEPA under which such Gateway Equipment was sold and shall
terminate as of the start of the warranty period for such
Gateway Equipment. The scope of the Pre-Commercial Service
Warranty shall be scope of the "Pre-Commercial Service Warranty"
as such is described in the GEPA under which such Gateway
Equipment was sold.
7.0 GTAC SERVICES
The GTAC Services are comprised of the following
telephonic support activities (as used herein, the term Gateway
Operators refers to purchasers of Gateway Equipment as that term
is defined in this Contract):
A. The Motorola provided Gateway Technical Assistance Center
("GTAC") will be available to provide Iridium and Gateway
Operators with telephone-based technical consultation 7 days per
week, 24 hours per day. The GTAC staff will follow Motorola
established procedures for problem logging, reporting, tracking,
escalation, and closure. All calls and written or electronic
correspondence will be transacted in the English language.
Iridium and Gateway Operators will individually pay telephone
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MOTOROLA CONFIDENTIAL PROPRIETARY
charges for their calls to the GTAC. Motorola will pay
telephone charges for its calls to the Gateway Operators and
Iridium.
B. The GTAC staff will operate in real-time to aid Iridium
and the Gateway Operators in problem isolation and
troubleshooting. In addition to the consultation the GTAC staff
provides, certain remote dial-in diagnostics may also be
performed on the Gateway with the Gateway Operator's permission.
The GTAC staff will work on problems based on their designated
priority level. Work on a previously reported problem may
therefore be temporarily suspended if Iridium or another Gateway
Operator requests assistance with a higher priority problem.
C. Problems which cannot be directly resolved by the GTAC
staff will be referred to Motorola gateway support engineers who
shall have access to lab facilities as required to diagnose
problems. Motorola will arrange for telephone consultation
service and on-call support engineering assistance at each of
the Subsystem Suppliers. Handling of problems escalated in this
manner will also be governed by the designated priority levels.
D. Problems reported through the GTAC will be tracked,
compiled, and analyzed in terms of trend analysis and quality
metrics tracking. Apparent patterns will trigger an in-depth
investigation intended to result in preventive actions
recommended for all applicable Gateways in the System. Iridium
may review the reports on problems and results of trend analyses
and quality metrics.
E. The GTAC staff will also provide assistance to Gateway
Operators during the Gateway Equipment purchaser-performed
installation of new Software releases. This assistance will
include the designation of loading, testing, verification and
back-out procedures, as well as the coordination for timely
installation of the Software across all Gateways in the System.
8.0 SUPPORT OF COMMERCIAL ACTIVATION ACTIVITIES
A. The following items shall constitute the Commercial
Activation Activities for purposes of the paragraphs in this
Section 8.0:
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1. Technical Trials
2. Operational Trial
3. Gateway Commissioning
4. Subscriber Trials
5. Implementation, Testing, and Activation of Release 3
into the Gateway Equipment.
6. Operations Data Network (ODN)
B. Iridium and Motorola have established a joint plan to
facilitate successful commercial activation of the IRIDIUM
Communications System. These plans will continue to be reviewed
on a periodic (generally, at least monthly) basis including
without limitation at the following meetings:
1. Periodic Iridium/Motorola technical staff reviews.
2. IRIDIUM Commercial Activation Review (ICAR): the
jointly attended meeting that focuses on the status of Iridium's
activities respecting the Commercial Activation Activities.
3. Joint monthly Commercial Activation Review: the
jointly attended meeting that focuses on the status of joint
activities in support of the optimized commercial activation
program.
Iridium shall have the opportunity to review and comment on the
test plans, procedures and other documentation developed by
Motorola, and on Motorola's performance, under this Section 8.0.
C. Technical Trials
Motorola shall conduct the Technical Trials to assess the
functional and performance capabilities of the IRIDIUM
Communications System in operational environments.
1. Motorola shall establish a Technical Trials test plan as
an extension of Motorola's SI&T program to assess the functional
and performance capabilities of the IRIDIUM Communications
System in multiple, international operational environments.
Except to the extent determined by Motorola to be unreasonable
or inappropriate after consultation with Iridium, the Technical
Trials are expected to include testing of: the quality of
service provided to the end user; the IBSS; external interfaces
to the IRIDIUM System;
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Release * Services in an operational configuration with
subscriber equipment in selected environments (e.g., rural,
suburban, urban, dense urban, and in vehicle); and, some Release
* Services. Iridium will be afforded commercially reasonable
opportunity to review and comment on this test plan during the
meetings referenced in paragraph 8.0 B above.
2. The test environment for the technical trials tests is
currently planned to include two operational Gateways (subject
to availability and approval from such Gateway Operators), the
SCS, the Constellation (to the extent available), pre-commercial
ISUs, the IBSS, the Operations Data Network, a PSTN, and special
test equipment as required. Iridium shall provide and obtain
all approvals and access for all property and equipment for the
test environment other than the pre-commercial ISUs, the ODN and
the special test equipment to be obtained by Motorola.
3. Upon completion of the Technical Trials Motorola shall
provide a test report to Iridium covering results of the
Technical Trials tests. The report shall include recommended
actions to address adverse performance characteristics which
affect the readiness of the System for Commercial Activation.
D. Operational Trial
The purpose of the Operational Trial is for Iridium to test and
verify, at a system level, that the IRIDIUM Communications
System's technology environment, operational processes,
procedures and personnel are ready to support commercial
activation and subsequent operation of the IRIDIUM System. The
Operational Trial is currently planned to include all
operational network and business entities, including the SCS,
GTAC, Iridium, Gateway Operators and Service Providers. It is
expected to test end-to-end operational processes of the ITU
defined Telecommunications Managed Network (TMN) model,
including business, service, network and element management, the
Operational Support Systems operation and usability to support
operational work flow processes (IBSS and network OSS), and
operational interfaces (network and business) between the SCS,
GTAC, Gateways, Service Providers and Iridium. Since the flow
of operations data is via the ODN, and Services Testing is not
an objective of the Operational Trial, the Constellation shall
be minimally used during this activity. The Operational Trial
currently intends to use the first five (5) Gateways; subsequent
Gateways are not currently intended to be a part of the
Operational Trial. Motorola shall support the Operational Trial
in accordance with paragraph F below with
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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the SCS and GTAC resources determined to be appropriate during
the Joint Monthly Commercial Activation Review as referenced in
8.0 B.3. above. The support by Motorola shall end on the
Commercial Activation Date. Iridium will be afforded the
opportunity to review Motorola's performance related to this
activity at the meetings referenced in paragraph 8.0 B above.
E. Gateway Commissioning
The purpose of Gateway Commissioning is for Iridium to certify
that the Gateway and its operations personnel are ready to be
added to the Iridium communications network as an operational
node. For the gateways which participate in the operational
trial, commissioning is accomplished as a result of the
operational trials. For subsequent Gateways, an abbreviated
test of processes and procedures, and a verification of final
configuration, shall be performed to certify operational
readiness. Motorola shall support the Gateway Commissioning in
accordance with paragraph F below with the SCS and GTAC
resources determined to be appropriate during the joint monthly
commercial activation review as referenced in 8.0 B.3. above.
The support by Motorola shall end on the commercial activation
date. The support by Motorola under this subparagraph shall end
on the commercial activation date. Iridium will be afforded the
opportunity to review Motorola's performance related to this
activity at the meetings referenced in paragraph 8.0 B above.
F. Support of Operational Trial and Gateway Commissioning
The SCS and the GTAC shall commence support for operations
trials and Gateway Commissioning on or about April 1, 1998. The
SCS support shall continue until release * services are
commissioned on all Gateways. The GTAC support, as defined in
Section 7.0 above, shall terminate on the earlier of September
23, 1998 or the first date of the commencement of the Gateway
Performance Assurance Plan ("GPAP") under a GEPA.
The SCS and GTAC support for the operational trial and Gateway
Commissioning shall include assisting in the planning and
definition of the operational trial and Gateway Commissioning
activities, assisting in the development of the associated
schedules, processes, procedures and scripts, prior to the start
of the operations trial, and operational trial team
participation during execution of the trial scripts. The SCS
and GW development organizations shall have technical support
personnel available to
- -------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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assist the SCS and GTAC operational entities in resolving
problems in a timely fashion which may impact the trial
activities.
The SCS shall be staffed 24 hours a day, 7 days a week during
the Operational Trial and Gateway Commissioning periods, and
have personnel available to execute the required processes and
procedures based upon pre-agreed scripts. The SCS shall assist
in evaluating the effectiveness of the processes and procedures,
and make modifications to procedures developed by Motorola as
required.
The SCS facilities and ODN shall be managed during the
Operations Trials and Gateway Commissioning using normal
production status configuration control and fault management
processes. The Constellation is not required to be managed in a
production status during the Operations Trails.
G. Subscriber Trials
The purpose of the Subscriber Trials is for Iridium to exercise
product and serve distribution channels and customer service
processes to ensure their readiness for rapid ramp-up at
commencement of full commercial operation. These trials are
currently planned to verify that customer experiences with
subscriber units and services in real life environments and
conditions are consistent with the technical/operational
capabilities of the system as encountered in the Technical and
Operational Trials. Marketing characterizations of
product/service features and performance are also intended to be
verified during these trials. Subscriber trials are a "dress
rehearsal" which shall allow introduction of IRIDIUM services to
potential users prior to full commercial operation. Subscriber
Trials are intended to be conducted globally with all market
segments represented. Motorola shall support the Subscriber
Trials with the SCS and GTAC resources determined to be
appropriate during the Joint Monthly Commercial Activation
Review as referenced in 8.0 B.3. above. The support by Motorola
shall end on the Commercial Activation Date. The support by
Motorola under this paragraph shall end on the Commercial
Activation Date. Iridium will be afforded the opportunity to
review Motorola's performance related to this activity at the
meetings referenced in paragraph 8.0 B above.
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H. Implementation, Testing and Activation of Release * into
the Gateway Equipment
Motorola shall, except to the extent determined by Motorola to
be commercially unreasonable after consultation with Iridium,
support Iridium's implementation (planning, loading and
configuration), testing, and activation of Release * for the
"First Office Application, Soak and Roll-Out" to all other
Gateways by assisting Iridium in its planning and definition of
Release * implementation, verification and activation; including
the development of associated schedules, processes, procedures
(including verification and back-out) and scripts. Motorola
shall, except to the extent determined by Motorola to be
commercially unreasonable after consultation with Iridium, make
the GTAC available to Iridium for Release * issues on the same
terms and conditions as in Section 7.0 above. In addition,
Motorola shall, except to the extent determined by Motorola to
be commercially unreasonable after consultation with Iridium,
provide both on-site and in-plant support of Iridium's Release *
efforts by supporting planning, procedure development, and
execution activities related to loading, configuring, and
testing Release * software in the Gateway Equipment components,
including the ETC, ECS, SSS, OMC-G, OMC-R and Messaging. The
support to be provided by Motorola under this subparagraph shall
end upon the earlier of June 1, 1999 or the date that Release *
is commissioned in the last Gateway Equipment (see definition of
Gateway Equipment). Iridium will be afforded the opportunity to
review Motorola's performance related to this activity at the
meetings referenced in paragraph 8.0 B above.
I. Operations Data Network (ODN)
(1) ODN Connectivity:
Motorola shall provide and manage the Operations Data Network
(ODN), a frame relay network separate from the Space System and
the Constellation, which links the Gateways and the MCF, and
provides backup links to the BCF, or to other backup sites at
which the Network Management Function and the redundant MTC may
be located. The ODN shall include links and capacity as
designated by Iridium LLC for IBSS requirements, including
connectivity of remotely located GBS installations.
Availability of the ODN shall be consistent with the
requirements for reliable delivery of the traffic carried, and
Motorola and Iridium shall periodically review ODN performance
data and make adjustments, if required, as mutually agreed.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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(2) ODN Capacity, Traffic Allocation and Cost Allocation
Initial Capacity:
Initially, Motorola shall provide a * link between the
frame relay network and each gateway and a * link between
the frame relay network and the MCF. Sizing of the link to the
BCF, or to other backup sites at which the Network Management
Function and the redundant MTC may be located shall be
sufficient to accommodate the equivalent traffic as would be
carried by the link to the MCF. In addition, Motorola shall
provide links to remotely located GBS sites, as designated by
Iridium LLC. Such remote site designations and the initial
capacity of each link shall be communicated to Motorola by
Iridium LLC by a mutually agreeable date consistent with the
Commercial Activation schedule.
Anticipated Traffic
Traffic (data) to be transported by the ODN includes:
-Motorola responsible network management data between the MCF
and the Gateways and message delivery requests from the MOC to
the MTC.
-Iridium LLC responsible Call Detail Record traffic among GBS
(whether colocated with the gateway or remotely located),
Gateway and IBS (whether colocated with MCF or remotely
located).
Motorola shall provide network management capabilities to
monitor and measure the various traffic types at the Control
Facilities and Gateways. This data will be shared between
Motorola and Iridium LLC in order to jointly plan network
capacity allocations and adjustments.
Cost Allocation:
Motorola shall procure and manage the configuration, operation
and maintenance of the entire ODN. Iridium LLC will reimburse
Motorola for the following costs:
-Non-recurring installation charges and recurring operating
costs for links with GBS installations remote from the Gateways
and IBS installations remote from the MCF.
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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-Non-recurring installation charges and recurring operating
costs for the IBSS traffic and associated links beyond the cost
of the initially installed capacity as described above.
Each party has first rights to capacity it acquires for its
respective traffic. To the extent spare link capacity exists,
Motorola and Iridium mutually agree to share such spare capacity
in order to achieve more efficient use by both parties of
installed capacity and to minimize unnecessary expansion costs
by either party.
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APPENDIX A
GATEWAY TNDC PERFORMANCE OBJECTIVES
JULY 13, 1995
<PAGE> 57
*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
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* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
- ---------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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THE IRIDIUM(R)
TERRESTRIAL NETWORK DEVELOPMENT CONTRACT
APPENDIX B
DESCRIPTION OF IRIDIUM SERVICES
(CONFORMED 1/14/97 TO INCLUDE AMENDMENT NO. 2)
<PAGE> 71
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APPENDIX B
<TABLE>
<S> <C> <C>
1. INDEX OF TELEPHONY SERVICES AND FEATURES
The following list represents the set of system level services and
features that the Gateway will support.
1.1 BASIC TELESERVICES AVAILABILITY
SERVICE / FEATURE ------------
----------------- Release *
1. Telephony Release *
2. Emergency Calls
1.2 SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
Call Offering Supplementary Services
1. Call Forwarding unconditional (CFu) Release *
2. Call Forwarding On Mobile Subscriber Busy (CFb) Release *
3. Call Forwarding On No Reply (CFnr) Release *
4. Call Forwarding on mobile not reachable (CFNRc) Release *
Call Completion Supplementary Services
1. Call Hold (HOLD) Release *
2. Call Waiting (CW) Release *
Call Charging Supplementary Services
1. Advice of Charge Release *
2. Debit Card Release *
Call Restriction Supplementary Services
1. Barring of all Outgoing calls (BAOC) Release *
2. Barring of all Incoming Calls (BAIC) Release *
Community of Interest Supplementary Services
1. Closed User Group (CUG) Release *
Multi-Party Supplementary Services
1. Multi-Party Service (MPTY) Release *
1.3 BEARER SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
Release *
* Release *
Release *
4. Automatic Facsimile (FAX) Release *
1.4 TELEPHONE FEATURES
1.4.1 BASIC TELEPHONY FEATURES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. PLMN Subscription Release *
2. Mobility Release *
3. Charging Services Release *
4. Basic Identification Release *
5. Support of DTMF Release *
6. Multinumbering Release *
7. Single numbering Release *
8. Subscriber Identity Authentication Release *
</TABLE>
- ----------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
<TABLE>
<S> <C> <C>
9. Subscriber Identity Confidentiality procedures Release *
10. Announcements and Supervisory Tones Release *
11. IARSTAT (Inter-administrative Revenue Accounting Release *
* Release *
13. Basic International Mobile Equipment Identity (IMEI) Checking) Release *
* Release *
1.4.2 SUPPLEMENTARY TELEPHONY FEATURES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Attach / Detach Release *
2. VLR / HLR restoration according to GSM Phase II Release *
3. Intercept (basic) Release *
* Release *
</TABLE>
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
<TABLE>
<S> <C> <C>
2. Index Messaging Services
2.1 BASIC DIRECTED MESSAGING SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Directed Message Service (DMS) Release *
2.1.1 DMS FEATURES AND SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Delivery Area Specification Release *
3. Message Recall / Message Retransmit Release *
Release *
Release *
* Release *
Release *
Release *
2.1.2 DMS VOICE MESSAGING SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Message Recall Release *
* Release *
Release *
2.2 TELEPHONY VOICE - MESSAGING AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Enhanced Call Completion Release *
2. Telephony Voice Messaging Release *
2.2 TELEPHONY VOICE - MESSAGING SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Message Recall Release *
* Release *
Release *
5. Store and Forward Fax Release *
</TABLE>
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
3. DESCRIPTION OF IRIDIUM SUBSCRIBER SERVICES
3.1. BASIC SERVICES
1. Telephony
The service which provides the transmission of speech,
information and audible signaling tones of the PSTN / ISDN.
*
2. Emergency Calls
The Teleservice which provides a standardized access method to
Emergency calling services throughout all Iridium Gateways. In
addition, national emergency call numbers of PSTN/ISDN will be
usable from the ISU.
*
3.2 SUPPLEMENTARY SERVICES
Supplementary services offer enhancements to the basic call handling
functions offered on a per-subscriber basis. These services cannot be
offered as "stand-alone" services, but rather must supplement an
existing basic service
1. Call Forwarding Unconditional (CFU)
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number to another directory
number. The ability of the served mobile subscriber to
originate calls is unaffected. If this service is activated,
calls are forwarded no matter what the condition of the
termination.
2. Call Forwarding Mobile Subscriber Busy (CFB)
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number and which meet
mobile subscriber busy to another directory number. The ability
of the served mobile subscriber to originate calls is
unaffected. If this service is activated, a call is forwarded
only if the call meets mobile subscriber busy.
3. Call Forwarding on No Reply
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service,
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
addressed to the called mobile subscriber's directory number and
which meet no reply to another directory number. The ability of
the served mobile subscriber to originate calls is unaffected.
If this service is activated, a call is forwarded only if the
call meets no reply.
4. Call Forwarding on Mobile Subscriber Not Reachable (CFNRc)
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number, but which cannot be
reached due to radio congestion, no paging response or because
the subscriber is not registered, to another directory number.
5. Call Hold (HOLD)
The supplementary service which allows a served mobile
subscriber to interrupt communication on an existing call and
then subsequently, if desired, re-establish communication. The
traffic channel remains assigned to the mobile subscriber after
the communication is interrupted to allow the origination or
possible termination of other calls.
6. Call Waiting (CW)
The Call Waiting Service permits a mobile subscriber to be
notified of an incoming call (as per basic call procedures)
while the traffic channel is not available for the incoming
call. Subsequently, the subscriber can either accept, reject,
or ignore the incoming call.
7. Advice of Charge (AoC)
This service provides the means by which the ISU may indicate an
accurate estimate of the charge that will be made for the use of
telecommunication services. Advice of Charge - Charge level is
intended for applications where the user is generally not the
subscriber but is known to the subscriber, and where the user
pays the subscriber, rather than the Gateway Operator or
alternatively where the charge information service supports
another feature (i.e. debit card or Payphone). While such
features are specified as part of the mobile station, the Advice
of Charge feaure - Charge level provides system support of these
mobile station features.
8. Barring of Outgoing Calls (BAOC)
The supplementary service which makes it possible for a mobile
subscriber to prevent all outgoing calls or just those
associated with a specific Basic service. The ability of the
served mobile subscriber to receive calls remains unaffected.
The ability to set-up emergency calls remains unaffected.
9. Barring of all Incoming Calls (BAIC)
The supplementary service which makes it possible for a mobile
subscriber to prevent all incoming calls or just those
associated with a specific Basic service. The ability of the
served mobile subscriber to originate calls remains unaffected.
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APPENDIX B
10. Closed User Group (CUG)
The supplementary service which provides the possibility for a
group of subscribers, connected to the IRIDIUM system and/or the
ISDN, to intercommunicate only among themselves and, if
required, one or more subscribers may be provided with
incoming/outgoing access to subscribers outside this group.
11. MultiParty Service (MPTY)
The supplementary service which provides a mobile subscriber
with the ability to have a multi-connection call, (i.e. a
simultaneous communications) between up to * parties.
3.3 BEARER SERVICES
*
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
*
2. Facsimile Service (FAX)
The Bearer service which allows the connection and operation of
Facsimile (FAX) apparatus (send and/or receive) to the IRIDIUM
Subscriber Units of the IRIDIUM system. Facsimile connections
may be established between a mobile subscriber in the IRIDIUM
network to or from * apparatus in the PSTN or the ISDN.
Connections to or from other types of facsimile apparatus in the
fixed network will also be possible using the appropriate
interworking functions of the PSTN and/or ISDN if provided. The
Facsimile service in the IRIDIUM network is implemented as a
Store and Forward service only.
*
3.3.1. BASIC FEATURES
The following features are used to support basic telephony.
1. PLMN Subscription
The subscription function permits participation in teleservices
by the mobile subscriber and is provide for by the subscriber's
Home Gateway.
2. Mobility
This function provides for the possibility of mobile
subscriber's to roam in large areas within a Gateway or to roam
from one Gateway area to another, initiating a location update
procedure when it is recognized that the mobile has changed
locations.
3. Charging Services
This function comprises the task of obtaining all mobile
subscriber call detail information required to determine
charges. Formatting these data items into billing
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
records is provided at the appropriate time after the
termination of each mobile subscriber telecommunication service.
4. Basic Identification
*
5. Support of DTMF
This function allows DTMF tone signaling to be passed reliably
in either direction (Mobile to Land, Land to Mobile, Mobile to
Mobile) during an established call.
Dual Tone Multi Frequency (DTMF) is an in-band one out of four
plus one out of four signaling system, primarily used from
terminal instruments in telecommunication networks. The
international recommendations which apply are CEPT
recommendations T/CS 34-08 (sender) and T/CS 46-02 (receiver)
and domestic standards CCITT Q.22 through Q.25.
6. Multinumbering
One or more (e.g. a set) of MSISDN numbers can be assigned to
one mobile subscriber. Each MSISDN can be associated with a
specific Bearer Service capability (e.g. MSISDNx = FAX, MSISDNy
= voice).
7. Single numbering
A single MSISDN can be associated with one mobile subscriber for
Voice, Data and Facsimile services (e.g. MSISDNx = voice, data
and FAX). Calls utilizing a specific
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
service can be delivered to an Iridium mobile subscriber using a
single MSISDN provided the call originated from either another
Iridium mobile subscriber (e.g. mobile to mobile call) or from a
fixed network that provides Bearer Service capability
information upon call setup (e.g. calls oroginating only from an
ISDN).
8. Subscriber Identity Authentication
Subscriber identity (IMSI) authentication is the corroboration
by the land-based part of the system that the subscriber
identity (IMSI or TMSI), transferred by the mobile subscriber
within the identification procedure at the radio-path, is the
one claimed.
9. Subscriber Identity Confidentiality procedures
*
10. Announcements and Supervisory Tones
*
11. IARSTAT (Inter-administrative Revenue Accounting)
The IARSTAT is used for call accounting in Inter Administrative
Network Traffic between the IRIDIUM network and other networks.
This function contains all basis procedures for the switching
subsystem including coordinating control functions, security and
operating functions.
*
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
13. Basic International Mobile Equipment Identify (IMEI) Checking
IMEI checking is utilized to guard against the usage of stolen
mobile station equipment or mobile station equipment for which
the use in the IRIDIUM Telecommunications Network can not or no
longer be tolerated for technical reasons (e.g. degraded
functionality of the mobile station such that interference to
the network could result).
*
*
3.3.2. SUPPLEMENTARY TELEPHONY FEATURES
Although not necessary for the support of basic telephony (e.g.
"POTS"), the following system features will be supported.
1. Attach / Detach
*
2. VLR/HLR restoration according to GSM Phase II
Updated procedures (GSM Phase II) provide enhanced VLR / HLR
restoration procedures through the ability to retrieve mobile
subscriber information from the HLR
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
without triggering an location update. The result is a
reduction of usage of network resources. Specification for
Phase II restoration are according to GSM 03.07.
3. Intercept
This service provides the ability for Authorized Agencies (e.g.
Police, secret services, etc.) to monitor mobile subscribers in
the IRIDIUM telecommunications network. Monitoring applies to
network clients (subscribers in their home Gateway) as well as
to foreign "roamers". Monitoring is accomplished within the
gateway where the Intercept feature is invoked by
*
The provision of the Monitoring Center equipment is the
responsibility of the monitoring agent.
*
5. Debit Card
This feature provides a pre-paid, realtime debit service which
allows users of the Iridium telecommunications system to
purchase airtime and other related call charges in packages of
incremental sizes (based in minutes of usage). The Debit Card
functionality must be provided through the Iridium Subscriber
Unit and is supported at the network and Gateway level by other
telephony Supplementary features (e.g. Advice of Charge).
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
4. MESSAGING SERVICES
IRIDIUM Messaging Services can be categorized by those available to messaging
subscribers and those available to telephony subscribers. These messaging
services are supported by the Messaging Infrastructure. Some depend on the
existence of Telephony services to be utilized, while others are dependent on
basic Messaging Services. The delivery mechanism of the two categories of
messaging services varies also and will be described in the appropriate
delivery sections.
Basic Messaging services are those services providing the complete capability
for Messaging communications between users according to protocols established
by design and agreement between network operators and Service Providers.
Supplementary Services modify or supplement a basic service. Supplementary
services cannot be offered to an IRIDIUM subscriber as a stand-alone service.
They must be offered in association with a basic service. The same
supplementary service may be applicable to a number of Messaging services.
4.1. DIRECTED MESSAGING SERVICES FOR MESSAGING SUBSCRIBERS
4.1.1. BASIC DIRECTED MESSAGE SERVICE (DMS)
Directed Messaging Service, or DMS , is a unidirectional service which
allows for the origination and delivery of numeric and alphanumeric
messages to Message Termination Devices (MTDs, aka-pages). Callers
desiring to originate a message to a messaging subscriber must access
the Messaging Infrastructure and identify the messaging subscriber and
the desire service. Origination session types supported are voice
connection and data connection. Dual Tone Multi-Frequency (DTMF) is
required for origination and access sessions via a voice connection.
Input devices for data connections include some type of computer
terminal or remote entry device (e.g. Alphamate). The first
operational system will limit numeric messages to 20 4-bit BCD digits
and alphanumeric messages to 464 bits of character information maximum
with an average of 320 bits of character information. The Gateway
Messaging Subsystem will be designed to support alphanumeric messages
up to * (e.g. * characters). The encoding currently supported for
alphanumeric messages is * which translates to * characters maximum
and * characters average. The messages are stored for later
reference if needed and delivered to a location specified by the
subscriber.
4.1.2. DMS FEATURES & SUPPLEMENTARY SERVICES
If provisioned for Directed Messaging Basic Service, the following features are
provided and the supplementary services are available for subscription. Once
subscription is complete, the subscriber has control of activating and
deactivating the supplementary services and accessing features.
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
1. Subscriber Service Section
The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby only permitting
service to authorized users. Profile management includes
password setting, delivery area specification, greeting
recording, default language specification for prompts and
enunciating numeric messages, and service settings.
2. Delivery Area Specification
The location of where DMS messages need to be delivered must be
known to the system prior to delivery. The delivery area is
specified by selecting one or multiple * Message
Delivery Areas (MDAs) from a predefined set of MDAs. Each MDA
specifies an area on the globe. The range of MDAs is *.
*
Typically the subscriber sets the delivery area via a Subscriber
Service Session (SSS) or via a Service Provider.
*
It is the responsibility of the Service Providers to provide the
MDA definition information to their subscribers.
*
3. Message Recall/Message Retransmit
Message Recall / Message Retransmit service is a DMS feature
that allows the subscriber to inspect the DMS messages in his
mailbox. The system has the capability to retransmit all
messages in the mailbox to the subscriber's MTD, and to
enunciate (in the subscriber's default language), via a voice
connection, the numeric messages. All deposited messages are
statused as to the deposit date and time, message class (urgent,
normal), plus the sequence number of the message.
*
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
*
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
4.1.3. DMS VOICE MESSAGING
The Voice Messaging (VM) service is a supplementary service
which allows the ability to record, store, retrieve and
manipulate spoken messages. All VM messages are recorded
accurately and allow a caller to leave detailed information in
their own voice, with all the inflections and tonal qualities
which this form of communications allows.
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
The Messaging Infrastructure can support DMS VM notifications up
to * bits (e.g. * characters). The first operational system will
limit DMS VM numeric notifications to 20 4-bit BCD digits and
alphanumeric notifications to * of character information
(i.e. * characters).
4.1.4. DMS VOICE MESSAGING SUPPLEMENTARY SERVICES
1. Subscriber Service Session
The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby only permitting
services to authorized users. Profile management includes
password setting, delivery area specification for notifications,
greeting and voice signature recording, default language
specification for prompts, and service settings.
2. Message Recall
Message Recall service is a VM feature that allows the
subscriber to listen to the VM messages in this mailbox. All
deposited VM messages are statused as to the deposit date and
time, and message class (urgent, normal).
*
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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Terrestrial Network Development Contract
APPENDIX B
4.2. TELEPHONY VOICE - MESSAGING
1. Enhanced Call Completion
Enhanced Call Completion service is a feature of the IRIDIUM
telephony service and is intended to be offered to every IRIDIUM
telephony user. Enhanced Call Completion service permits a
called IRIDIUM telephony subscriber to be informed via a message
from the caller when an incoming call addressed to the called
mobile subscriber's directory number met the telephony
definition of "not reachable". In operation, ECC service is
invoked as the result of a failure to reach an ISU (mobile
terminated call) due to the telephony condition "mobile
subscriber not reachable". It allows a caller to input a 20
digit message to be delivered to the telephony subscriber.
Although this service utilizes the call forwarding supplementary
services of telephony, the subscriber will not be required to
subscribe to call forwarding for ECC service. If the telephony
subscriber desires to explicitly use call forwarding services
(for other purposes such as forwarding on busy to Voice
Messaging), the subscriber must subscribe to call forwarding.
The Enhanced Call Completion message is delivered to the ISU
subscriber in the same location as is currently identified for
that subscriber's telephony service
*
Precedence is given to normal IRIDIUM telephony call forwarding
services over those of ECC. If the subscriber explicitly
forwards his calls on "not reachable" to another number or to
his Voice Messaging, these take precedence over ECC. Only the
deactivation of the explicit call forwarding will reactivate
ECC. A call normally forwarded for telephony will not be
forwarded to the ECC service, no matter what the number of
forwardings may be.
2. Telephony Voice Messaging
The Voice Messaging (VM) service is supplementary service which
allows the ability to record, store, retrieve and manipulate
spoken messages. All VM messages are recorded accurately and
allow a caller to leave detailed information in their own voice,
with all the inflections and tonal qualities which this form of
communications allows.
Telephony VM notifications are delivered to telephony
subscribers on their mobile stations (ISUs). The Messaging
Infrastructure can support Telephony VM notifications up to *
(i.e. * characters). The first operational system will limit
Telephony VM notification messages to * (i.e. * characters),
either numeric or alphanumeric.
4.2.1. TELEPHONY VOICE MESSAGING SUPPLEMENTARY SERVICES
1. Subscriber Service Session
The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
only permitting services to authorized users. Profile
management includes password setting, delivery type
specification for notifications, destination address (MTD or
ISU), greeting and voice signature recording, default language
specification for prompts, and service settings. The
destination address (MTD or ISU) is customizable via the Service
Provider.
2. Message Recall
Message Recall service is a VM feature that allows the
subscriber to listen to the VM messages in his mailbox.
*
5. Store and Forward Fax
Fax transmission between ISU and PSTN users, and between ISU and
ISU users, employs a two-stage store and forward approach. PSTN
users can use their current analog (i.e., 2 wire) * machines.
- ---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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<PAGE> 89
APPENDIX C
DESCRIPTION OF GATEWAY MANAGEMENT FUNCTIONAL AREAS
(CONFORMED 1/14/97 TO INCLUDE AMENDMENT NO. 2)
<PAGE> 90
MOTOROLA CONFIDENTIAL PROPRIETARY
C1.0 GATEWAY MANAGEMENT FUNCTIONAL AREAS
Gateway Network Management features are provided to support the
following categories of functions:
- Performance Management provides functions to collect, evaluate
and report on the performance of the Gateway and the
effectiveness of the Gateway Subsystems
- Fault Management is a set of functions that enable the
detection, isolation, correction, and presentation of abnormal
operation of the Gateway and its Subsystems
- Configuration Management provides functions to exercise control
over, identify, collect data from, and provide data to Gateway
Subsystems
- Accounting Management provides a set of functions that enable
the use of Network services to be measured and the costs of
such use to be determined
- Security Management provides functions to protect the Gateway
from unauthorized access and/or control
While all of these categories must be supported by the Gateway, the
features which support these categories will vary in the degree of
automation.
In general, the Gateway will require an operations staff that can use
these features to operate. The degree of automation will depend on
need, schedule, and budget constraints of the cooperating operational
systems in the network (e.g., SCS, GBS, Gateway).
C2.0 GATEWAY FEATURES RELATED TO NETWORK OA&M
The following features will be supported by the Gateway, which in turn
can be used to support network level operations (i.e., the interactions
of the GW with other segments of the network such as SCS & GBS--Gateway
Business System). It is assumed that the Gateway Business System (GBS)
will be available to SATCOM *
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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<PAGE> 91
MOTOROLA CONFIDENTIAL PROPRIETARY
<TABLE>
<S> <C> <C>
C2.1 GATEWAY CONFIGURATION MANAGEMENT SERVICES--RELATED TO NETWORK O&M
- Gateway status data (GW-STATD) (Rel *)
- Asynchronous Gateway status change propagation to SCS and/or GBS (Rel *)
- Network status data (NW-STATD) (Rel *)
- Gateway configuration data received from SCS and/or GBS (Rel *)
- Direct Gateway configuration by SCS and/or GBS via Remote Login (Rel *)
- Gateway inventory management (Rel *)
C2.2 GATEWAY FAULT MANAGEMENT SERVICES--RELATED
TO NETWORK O&M
- Gateway Fault propagation to SCS and/or GBS (Rel *)
- Trouble tickets and maintenance tickets (Rel *)
- Direct Fault and maintenance support from SCS and/or GBS via Remote (Rel *)
Login
- Test procedure requests by SCS and/or GBS via Maintenance Orders (Rel *)
C2.3 GATEWAY PERFORMANCE MANAGEMENT SERVICES--RELATED
TO NETWORK O&M
- Gateway performance and workload data (GPWD) propagation to SCS (Rel *)
and/or GBS
- Standard performance reports (Rel *)
- Custom performance reports (Rel *)
- Performance Measurement Thresholding (Rel *)
- SCS and/or GBS access to performance reports via Remote Login (Rel *)
C2.4 GATEWAY ACCOUNTING MANAGEMENT SERVICES--RELATED TO
NETWORK O&M
- Notification of CDR availability on a scheduled basis to SCS
and/or GBS (Rel *)
- Requested CDR propagation_ to SCS and/or GBS (Rel *)
- Asynchronous HCDR propagation_ to SCS and/or GBS (Rel *)
C2.5 GATEWAY SECURITY MANAGEMENT SERVICES--RELATED TO
NETWORK O&M
- Management User access control (Rel *)
- Management User authentication (Rel *)
- Management User authorization (Rel *)
- Security monitoring (Rel *)
C3.0 GATEWAY FEATURES RELATED TO LOCAL OA&M
The following features will be supported by the Gateway, and are used
to support local operations of the Gateway.
C3.1 GATEWAY LOCAL O&M SERVICES - CM
- Local configuration data generation (Rel *)
- Network and local configuration data download (includes software and (Rel *)
control data)
- Direct device configuration (via Pass-Thru) (Rel *)
- Subscriber configuration (Rel *)
- Equipment status (Rel *)
- Inventory management (Rel *)
- Backup, recovery, and archiving (Rel *)
- GW-STATD calculation and reporting (Rel *)
</TABLE>
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
<TABLE>
<S> <C> <C>
C3.2 GATEWAY LOCAL O&M SERVICES - FM
- Fault detection, notification, and isolation (Rel *)
- Fault circumvention and/or correction (Rel *)
- Execution of audits and diagnostics (on-demand and scheduled) (Rel *)
- Fault logging, presentation, and updating (Rel *)
- Trouble tracking (Rel *)
- Maintenance scheduling (Rel *)
C3.3 GATEWAY LOCAL O&M SERVICES - PM
- Performance data collection and reporting (Rel *)
- Performance data analysis (Rel *)
- Scheduled and on-demand collection and reporting (Rel *)
- Standard and Custom report generation (Rel *)
- Threshold monitoring and generation (Rel *)
- GPWD determination and reporting (Rel *)
C3.4 GATEWAY LOCAL O&M SERVICES - AM
- CDR generation, output, monitoring and storage (Rel *)
- HCDR generation, output, monitoring and storage (Rel *)
C3.5 GATEWAY LOCAL O&M SERVICES - SM
- Management User access control (Rel *)
- Management User authentication (Rel *)
- Management User authorization (Rel *)
- Management Security monitoring (Rel *)
C3.6 GATEWAY O&M SERVICES TO SUPPORT MESSAGING
- Update Appropriate O&M Services as Required (Rel *)
</TABLE>
- ----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
C-3
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<PAGE> 93
Attachment 1
FORM OF WARRANT
NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE CLASS 1
MEMBERSHIP INTERESTS OF IRIDIUM LLC (THE "COMPANY") FOR WHICH THE WARRANTS
REPRESENTED BY THIS WARRANT CERTIFICATE ARE EXERCISABLE (THE "WARRANT SHARES")
MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM THOSE REGISTRATION REQUIREMENTS.
ACCORDINGLY, THE HOLDER OF THIS WARRANT CERTIFICATE SHALL NOT BE ENTITLED TO
TRANSFER OR EXERCISE SUCH HOLDER'S WARRANTS AT ANY TIME UNLESS, AT THE TIME OF
SUCH TRANSFER OR EXERCISE, (I) A REGISTRATION STATEMENT UNDER THE ACT RELATING
TO THE WARRANTS OR THE WARRANT SHARES, AS THE CASE MAY BE, HAS BEEN FILED WITH,
AND DECLARED EFFECTIVE BY, THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT
HAS BEEN ISSUED BY THE SEC OR (II) THE TRANSFER OF THE WARRANTS REPRESENTED BY
THIS CERTIFICATE OR THE ISSUANCE OF THE WARRANT SHARES IS PERMITTED PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
TRANSFER OF THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND THE
WARRANT SHARES IS ALSO RESTRICTED BY THE TERMS OF A LIMITED LIABILITY COMPANY
AGREEMENT, DATED AS OF JULY __________, 1996 BY AND AMONG THE PARTIES NAMED
THEREIN (THE "LLC AGREEMENT"). A COPY OF THE LLC AGREEMENT IS ON FILE AND
AVAILABLE FOR INSPECTION BY THE HOLDER OF THIS WARRANT CERTIFICATE AT THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICES.
TRANSFER OF THE WARRANT SHARES IS ALSO RESTRICTED FROM FIVE YEARS FROM THE
ORIGINAL DATE OF THE ISSUANCE THEREOF. SEE SECTION 7 HEREIN.
No. __________________Warrants
WARRANT TO PURCHASE CLASS 1 MEMBERSHIP INTERESTS
of
IRIDIUM LLC
This Warrant Certificate certifies that _________, or registered permitted
assigns, is the registered holder of ________ warrants expiring _________ to
purchase an aggregate of _________________ Class 1 Membership Interests in the
Company (the "Class 1 Interests"), of Iridium LLC, a Delaware limited liability
company (the "Company"). The Warrants evidenced hereby are part of a duly
authorized issue of Warrants of the Company (the "Warrants") all evidenced by
Warrant Certificates substantially similar to this Warrant Certificate. Each
Warrant entitles the holder upon exercise to purchase from the Company at any
time on or after __________________ and prior to 5:00 p.m. New York City time
on ___________________, one Class 1 Interest ("Warrant Share") upon surrender
of this Warrant Certificate to the Warrant Agent, subject to the conditions set
forth herein. The number of Warrant Shares purchasable upon exercise thereof
are subject to adjustment upon the occurrence of certain events set forth
herein. Exercise of a Warrant by a person other than the registered holder
named above is subject to the approval of such person for admission as a Member
of the Company by the Members of the Company who may grant or withhold such
consent in their absolute discretion. Warrant Shares shall not be
transferrable
1
<PAGE> 94
for a period of five years from the original date of the issuance thereof and
will bear a legend to that effect.
SECTION 1. EXERCISE OF THE WARRANTS. Warrants may be exercised at any time on
or after ___________ and prior to 5:00 p.m. New York City time on ___________
(the "Expiration Date"). The holder of Warrants evidenced by this Warrant
Certificate may exercise such Warrants by surrendering this Warrant
Certificate, with the form of election to purchase set forth hereon properly
completed and executed, together with payment to the Company of the Exercise
Price for each Warrant then exercised. Exercise of this Warrant by a person
other than the registered holder named in the preamble of this Warrant is
subject to the approval of such person for admission as a Member of the Company
by the Members of the Company who may grant or withhold such consent in their
absolute discretion. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, the Company shall issue to the holder hereof or his
permitted assignee a new Warrant Certificate evidencing the number of Warrants
not exercised. No cash dividend shall be paid to a holder of Warrants Shares
issuable upon the exercise of Warrants unless such holder was, as of the record
date for the declaration of such dividend, the record holder of such Warrant
Shares.
No Warrant may be exercised after the Expiration Date, and to the extent
not exercised by such time, such Warrants shall become void. The Company shall
give notice of expiration not less than 90 nor more than 120 days prior to the
Expiration Date to the registered holders of the then outstanding Warrants;
provided, however, that if the Company fails to give such notice, the Warrants
shall still terminate and become void on the Expiration Date.
SECTION 3. REGISTRATION OF TRANSFER AND EXCHANGE. The Company and its
agents may deem and treat the registered holder(s) of this Warrant Certificate
as the absolute owner(s) hereof (notwithstanding any notation of ownership or
other writing hereon made by anyone), for all purposes, and neither the Company
nor its agents shall be affected by any notice to the contrary.
References herein to "Warrant holder(s)" or "holders of the Warrant
Certificates" means in each case registered holders of Warrant Certificates.
Subject to the restrictions on transfer referred to in the Legend on page 1
of this Warrant Certificate, Warrant Certificates, when surrendered at the
office maintained by the Company for such purpose by the registered holder
thereof in
2
<PAGE> 95
person or by legal representative or attorney duly authorized in writing, may
be presented for exchange or registration of transfer without payment of any
service charge (except for stamp or any other governmental tax or charge that
may be imposed in connection with any such transfer or exchange), for another
Warrant Certificate or Warrant Certificates representing a like tenor executed
by the Company in the aggregate a like number of Warrants.
Every Warrant Certificate surrendered for registration of transfer or
exchange shall (if so required by the Company) be duly endorsed, or be
accompanied by a written instrument of transfer in any form satisfactory to the
Company, duly executed by the Warrant holder or his attorney duly authorized in
writing (with, in the case of transfer and if requested by the Company, such
signature guaranteed by an eligible guarantor institution).
All Warrant Certificates issued upon any registration of transfer or
exchange of Warrant certificates shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits under this
Certificate, as the Warrant Certificates surrendered for such registration of
transfer or exchange, except for the limitation on right of exercise set forth
in the third sentence of Section 1.
SECTION 4. RETIREMENT OF WARRANTS. The Company may purchase Warrants. Any
Warrants purchased by the Company may be retired by cancellation of such
Warrants and appropriate notation thereof in the Company's register.
SECTION 5. PAYMENT OF TAXES. The Company will pay all taxes and other
governmental charges attributable to the initial issuance of Class 1 Interests
upon the exercise of Warrants; provided, however, that the Company shall not be
required to pay any such taxes or charges which may be payable in respect of
any transfer involved in the issue of any Warrant Certificates or any
certificates for Class 1 Interests in a name other than that of the registered
holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and
the Company shall not be required to issue or deliver such Warrant Certificates
unless or until the person or persons requesting the issuance thereof shall
have paid to the Company the amount of such taxes or charges or shall have
established to the satisfaction of the Company that such taxes or charges have
been paid.
SECTION 6. MUTILATED OR MISSING WARRANT CERTIFICATES. In case this
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
may in its discretion issue, in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant
3
<PAGE> 96
Certificate of like tenor and representing an equivalent number of Warrants,
but only upon receipt of evidence satisfactory to the Company of such loss,
theft or destruction for such Warrant Certificate and indemnity and security
therefor, if requested, also satisfactory to the Company. Applicants for such
substitute Warrant Certificates shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.
SECTION 7. RESERVATIONS OF WARRANT SHARES. The Company (i) shall at all
times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Class 1 Interests, for the purpose of
enabling it to satisfy any obligation to issue Warrant Shares upon exercise of
Warrants, the maximum number of Class 1 Interests which would then be
deliverable upon the exercise of all outstanding Warrants if all such
outstanding Warrants were then exercisable and (ii) shall not take any action
which results in any adjustment of the Exercise Rate if the total number of
Warrant Shares would exceed the total number of Class 1 Interests then
authorized by the Company's certificate of incorporation and available for the
purpose of issue upon such exercise.
The transfer agent for the Class 1 Interests (which may be the Company if
it is acting as transfer agent) (the "Transfer Agent") and every subsequent
transfer agent for any interests of the Company issuable upon the exercise of
any of the rights of purchase aforesaid will be irrevocably authorized and
directed at all times to reserve such number of authorized interests as shall
be required for such purpose.
The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will, upon payment of the Exercise Price and issuance, by
duly and validly issued, free of preemptive rights and free from all taxes,
liens, charges and security interests with respect to the issue thereof;
provided, however, that Warrant Shares will not be transferrable for a period
of five years from the original date of the issue thereof and will bear a
legend to that effect.
SECTION 8. ADJUSTMENT OF WARRANT SHARES ISSUABLE. The Warrants
represented by this Warrant Certificate will initially be exercisable by the
holder thereof to purchase one Class 1 Interest at $.01 per interest. The
number of Warrant Shares that may be purchased upon the exercise of each
Warrant (the "Exercise Rate") will be subject to adjustment from time to time
upon the occurrence of the events enumerated in this Section 8. For purposes
of this Section 8, "Class 1 Interests" means the Class 1 Interests and any
other interests in the Company for which the Warrants may be exercised and
where, as a result of this definition, the term refers to more than one class
of interests,
4
<PAGE> 97
the adjustment provisions of this Section 8 shall be equitably adjusted to
achieve as nearly as practicable the intended result as evidenced by the text
of such adjustment provisions.
(a) Adjustments for Change in Class 1 Interests.
If at any time after March 1, 1996 the Company:
(1) pays a dividend or makes a distribution on its Class 1 Interests
in Class 1 Interests;
(2) subdivides its outstanding Class 1 Interests into a greater number
of Class 1 Interests;
(3) combines its outstanding Class 1 Interests into a smaller number
of Class 1 Interests;
(4) pays a dividend or makes a distribution on its Class 1 Interests
in interests other than Class 1 Interests; or
(5) issues by reclassification of its Class 1 Interests any of its
other interests;
then the Exercise Rate in effect immediately prior to such action shall be
proportionately adjusted so that the holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of, or interests in, the
Company which such holder would have owned immediately following such action if
such Warrant had been exercised immediately prior to such action.
The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.
If after an adjustment and upon exercise of a Warrant the holder may
receive two or more classes of interests in the Company, the Company shall
determine the allocation of the adjusted Exercise Price between the classes.
Notwithstanding any other provision hereof, the Exercise Price with respect to
the issuance of any Warrant Share shall not be less than $.01 per share. After
such allocation, the exercise privilege and the Exercise Rate with respect to
each class of interests shall thereafter be subject to adjustment on terms
comparable to those applicable to Class 1 Interests in this Section 8.
Such adjustment shall be made successively whenever any event listed above
occurs.
(b) Adjustment for Rights Issue.
5
<PAGE> 98
If the Company distributes any rights, options or warrants to all holders
of its Class 1 Interests entitling them for a period expiring within 60 days
after the record date mentioned below to purchase Class 1 Interests or
securities convertible into, or exchangeable or exercisable for, Class 1
Interests at a price per interest less than the Current Market Value (as
defined in subsection (d)) per interest as of the Time of Determination (as
defined in subsection (d)), the Exercise Rate shall be adjusted in accordance
with the formula:
E' = E x O + N
-----------
N x P
-----
O + M
where:
E' = the adjusted Exercise Rate.
E = the current Exercise Rate.
O = the number of Class 1 Interests outstanding on the record date.
N = the number of additional Class 1 Interests offered.
P = the offering price per additional Class 1 Interests.
M = the Current Market Value per interest (as defined in Subsection
(d)).
The adjustment shall become effective immediately after the record date for
the determination of stockholders entitled to receive the rights, warrants or
options to which this subsection (b) applies. To the extent that Class 1
Interests are not delivered after the expiration of such rights or warrants,
the Exercise Rate shall be readjusted to the Exercise Rate which would
otherwise be in effect had the adjustment made upon the issuance of such rights
or warrants been made on the basis of delivery of only the number of Class 1
Interests actually delivered. In the event that such rights or warrants are
not so issued, the Exercise Rate shall again be adjusted to be the Exercise
Rate which would then be in effect if such date fixed for determination of
holders entitled to receive such rights or warrants had not been so fixed.
No adjustment shall be made under this subsection (b) if the application of
the formula stated above in this subsection (b) would result in a value of E'
that is lower than the value of E.
(c) Adjustment for Other Distributions.
6
<PAGE> 99
If the Company distributes to all holders of its Class 1 Interests any of
its assets, debt securities or any rights, options or warrants to purchase debt
securities, assets or other interests in or securities of the Company
(including securities or cash, but excluding (1) distributions of Class 1
Membership Interests or interests referred to in subsection (a) and
distributions of rights, warrants or options referred to in subsection (b) and
(2) cash dividends or other cash distributions that are paid out of current or
accumulated earnings), the Exercise Rate shall be adjusted in accordance with
the formula:
E' = E x M
-----
M-F
where:
E' = the adjusted Exercise Rate.
E = the current Exercise Rate.
M = the Current Market Value per Class 1 Interest on the record date
for the determination of holders entitled to receive the
distribution.
F = the fair market value (as determined by the Board of Directors
whose determination shall be conclusive) of the assets,
securities, interests, rights or warrants applicable to one Class
1 Interest as of the Time of Determination for the determination
of holders entitled to receive the distribution.
The adjustment shall be made successively whenever any such distribution is
made and shall become effective immediately after the record date for the
determination of holders entitled to receive the distribution.
The Company shall give the Warrant holders at least 10 days notice of a
record date for any dividend payment or other distribution on the Class 1
Interests.
(d) Current Market Value; Time of Determination.
"Current Market Value" per Class 1 Interest or any other interest or
security at any date means, on any date of determination the average of the
Closing Prices of the Class 1 Interests (or such interest or security) for the
20 consecutive Business Days selected by the Board of Directors commencing no
more than 30 Business Days before and ending no later than the day before the
day in question; provided that, in the case of clause (c), if the period
between the date of the public announcement of the dividend or distribution and
the date for the
7
<PAGE> 1
EXHIBIT 10.9
SUPPORT AGREEMENT
THIS SUPPORT AGREEMENT (this "Agreement"), dated as of July
15, 1992 by and between Motorola Inc., a Delaware corporation ("Motorola") and
Iridium, Inc., a Delaware corporation ("Iridium").
WHEREAS, Iridium is a company formed to own and operate the
space and system control segments of the IRIDIUM system;
WHEREAS, Iridium requires certain administrative, legal,
financial and other services in order to conduct its business and Motorola has
provided, and has agreed to provide, certain of these services to Iridium;
AND WHEREAS, Motorola and Iridium wish to memorialize their
agreements as to the services provided, and to be provided, to Iridium and the
payments to be made by Iridium to Motorola for such services;
NOW THEREFORE, in consideration of the mutual covenants
contained herein, Motorola and Iridium hereby agree as follows:
1. Legal and Financial Advisors.
(a) Prior to the date hereof, Motorola:
(1) Retained Goldman, Sachs & Co. ("GS&Co") to
act as Iridium's financial advisor in
connection with offerings of its debt and
equity securities.
(2) Retained Kirkland & Ellis ("K&E") to act as
Iridium's legal advisor in connection with
offerings of its debt and equity securities.
(3) Retained Steptoe & Johnson ("S&J") to
represent interest of the Iridium system
before the Federal Communications Commission
and other agencies of the United States
government.
(4) Retained Fletcher, Heald & Hildreth ("F.&H")
to represent the interest of the Iridium
system before the Federal Communications
Commission and other agencies of the United
States government.
<PAGE> 2
(b) Iridium hereby ratifies and approves Motorola's retention
of GS&Co, K&E, S&J and F.&H for such purposes and agrees to reimburse Motorola
on demand for the fees, expenses and other charges of GS&Co, K&E, S&J and F.&H
in connection with services performed on Iridium's behalf.
2. Consultants. If an officer of Iridium asks Motorola to
retain a third party consulting organization to provide services to Iridium,
(i) Motorola shall retain such organization for such purpose and (ii) Iridium
shall reimburse Motorola on demand for the fees, expenses and other charges of
such organization in connection with services performed on Iridium's behalf.
3. Motorola Employees.
(a) As of October 1, 1991 (or, in certain cases, as of later
dates), Motorola has seconded the Motorola employees listed on Exhibit A
hereto (each a "Seconded Employee") to act as officers and employees of
Iridium. If Motorola and Iridium so agree in writing, additional employees of
Motorola shall become Seconded Employees.
(b) Iridium shall reimburse Motorola on demand for the
compensation, benefits and out-of-pocket expenses of each Seconded Employee
from the date such Seconded Employee is seconded to Iridium until the date on
which either (i) such Seconded Employee ceases to act as an officer or employee
of Iridium for whatever reason or (ii) such Seconded Employee resigns his or
her employment with Motorola and becomes an employee of Iridium.
(c) If Iridium and Motorola agree that employees of Motorola
other than Seconded Employees shall provide services to Iridium, Iridium shall
reimburse Motorola on demand for the compensation, benefits and out-of-pocket
expenses of such employees for the periods during which such employees provide
services to Iridium.
(d) Iridium shall also reimburse Motorola on demand for the
compensation, benefits and out-of-pocket expenses paid or incurred by Motorola
for each Iridium employee, including those Iridium employees listed on Exhibit
B hereto as "Other Employees".
4. Books and Records. Motorola shall (i) keep full and
adequate books of accounts and records reflecting all transactions and matters
covered by this Agreement in accordance with its normal accounting practices
and principles and (ii) make such books and records available to Iridium at all
reasonable times for inspection and copying.
5. Independent Contractor. In providing services
hereunder, Motorola shall act solely as an independent contractor. Nothing
herein shall create a partnership, joint
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<PAGE> 3
venture or relationship of principal and agent between Motorola and Iridium.
Notwithstanding any other provision hereof, the business and affairs of
Iridium shall at all times be conducted by or under the direction of its board
of directors.
6. Access. Iridium shall provide Motorola such access to its
properties as is necessary or desirable for Motorola to provide the services
contemplated by this Agreement.
7. Termination. Either party shall have the right to
terminate this Agreement upon 60 days written notice to the other party and
Motorola shall have the right to terminate this Agreement at any time when
Motorola owns less than half of Iridium's then outstanding voting securities;
provided, however, that Iridium's obligation to pay Motorola for services
rendered prior to the termination of this Agreement under paragraphs 1, 2 and 3
hereof will survive the termination of this Agreement.
8. Successors and Assigns. Iridium shall not assign this
Agreement without the prior written consent of Motorola. All covenants and
agreements contained in this Agreement by or on behalf of either of the parties
hereto shall bind the respective successors and assigns of such parties and
shall inure to the benefit of the permitted successors and assigns of such
parties, whether so expressed or not.
9. Notices. All notices and other communications provided
for in this Agreement shall be delivered and sent by first class mail (postage
paid, return receipt requested) to Motorola at:
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Facsimile: 708-576-3258
Attention: Law Department
or at such other address as Motorola shall have furnished to Iridium and to
Iridium, at:
Iridium, Inc.
1350 I Street, N.W., Suite 400
Washington, D.C. 20005
Facsimile: 202-842-3578
Attention: President
or at such other address as Iridium shall have furnished to Motorola.
-3-
<PAGE> 4
10. Governing Law. This Agreement will be governed by the
laws of the State of Illinois without giving effect to any choice of law
provision or rule that would cause the application of the laws of any other
jurisdiction.
11. Amendments and Waivers. This Agreement may be amended
and the observance of any provision hereof may be waived (either generally or
in particular instances and either retroactively or prospectively) only with
the written consent of Motorola and Iridium.
12. Entire Agreement. This Agreement constitutes the entire
agreement between Motorola and Iridium regarding the subject matter hereof and
supersedes any understandings, agreements, or representations by such parties,
written or oral, made at any time prior to the date hereof that relate to the
subject matter hereof.
13. Descriptive Headings. The descriptive headings in this
Agreement are inserted for convenience only and are not part of this Agreement.
14. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
MOTOROLA, INC.
By: /s/ Durrell Hillis
---------------------------------
Its: Corporate Vice President and General
Manager
IRIDIUM, INC.
By: /s/ Jerrold D. Adams
-----------------------------
Its: President and Chief Operating Officer
-4-
<PAGE> 5
EXHIBIT A TO
SUPPORT AGREEMENT
SECONDED EMPLOYEES
Jerrold D. Adams
Elaine Almgren
Annette Baretincic
Steven Cheston
Gordon J. Cornerford
Richard Everett
James Foley
Mark Gercenstein
Laurence Groberg
Dan Hernandez
Robert W. Kinzie
Juan H. Macias
Leo Mondale
Julia Osborne
-5-
<PAGE> 6
EXHIBIT B TO
SUPPORT AGREEMENT
OTHER EMPLOYEES
William English
Robert Pizzimenti
Emeric Podraczky
John Windolph
-6-
<PAGE> 7
AMENDMENT NO. 1 TO SUPPORT AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT is dated as
of July 26, 1993 and is by and between Iridium, Inc., a Delaware corporation
("Iridium"), and Motorola, Inc., a Delaware corporation ("Motorola").
WHEREAS, the parties hereto are parties to a Support Agreement
dated as of July 15, 1992 (the "Support Agreement") pursuant to which, among
other things, Motorola and Iridium memorialized their agreements as to the
services provided, and to be provided, to Iridium and the payments to be made
by Iridium to Motorola for such services;
WHEREAS, the initial offering of Iridium stock to investors
pursuant to the Stock Purchase Agreement dated as of July 19, 1993 (the "Stock
Purchase Agreement") is scheduled to close on July 29, 1993 and the parties
wish to amend the Support Agreement in connection with such closing;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendments to Support Agreement. The Support
Agreement is hereby amended as follows:
1.1 Paragraph 1 of the Support Agreement is hereby
amended to add the following at the end thereof:
"(c) In addition to retaining the foregoing advisors,
Motorola has or will retain legal counsel in countries other
than the United States for the purpose of obtaining advice
with respect to the potential participation of non-United
States companies in Iridium's offering of equity securities
and Iridium hereby ratifies and approves Motorola's retention
of such legal counsel for such purposes and agrees to
reimburse Motorola on demand for the fees, expenses and other
charges of such counsel in connection with services performed
by them at Motorola's or its counsel's request in such regard,
regardless of whether companies from the countries with
respect to which such advice is sought actually participate in
Iridium's offering of equity securities."
1.2 Paragraph 6 of the Support Agreement is hereby
amended to add the following at the end thereof:
"Iridium shall also indemnify and hold Motorola harmless from
and against (I) any liability arising out of claims that
Motorola has liabilities or
<PAGE> 8
obligations to any employee of Iridium, as a co-employer or
otherwise (except with respect to claims arising out of
periods during which such employee was a direct employee of
Motorola) and (ii) any liability arising out of claims by
others that Motorola has liabilities or obligations to them
arising out of the acts, omissions or status of any employee
of Iridium (except with respect to claims arising out of
periods during which such employee was a direct employee of
Motorola and not seconded to Iridium pursuant to this
Agreement) or of any employee of Motorola who has been
seconded to Iridium (only with respect to claims arising out
of periods during which such employee was seconded to
Iridium)."
1.3 Paragraph 7 of the Support Agreement is hereby
amended to read in its entirety as follows:
"7. Access; Post-Closing Cooperation. Iridium shall
provide Motorola such access to its properties as is necessary
or desirable for Motorola to provide the services contemplated
by this Agreement. Iridium and Motorola agree that each of
the Seconded Employees and such Iridium personnel as Iridium
deems appropriate may continue to be employees of Motorola for
a transition period after the Closing (as defined in the Stock
Purchase Agreement dated as of July 19, 1993 to which Iridium,
Motorola and certain investors in Iridium are a party (the
"Stock Purchase Agreement")) of between two weeks and nine
months after the Closing and Iridium and Motorola shall
cooperate in this regard and agree that paragraph 3 hereof
shall apply with respect to such Seconded Employees and such
other Iridium personnel. In addition, in recognition of the
fact that Motorola will likely become a Covering investor (as
defined in the Stock Purchase Agreement), Iridium hereby
agrees to fully cooperate with Motorola, at Iridium's sole
cost and expense, in Motorola's effort to sell any Iridium
shares that Motorola purchases as a Covering investor and to
assign any and all rights and obligations associated with such
shares. Such cooperation shall include, without limitation,
(i) assisting Motorola in preparing written and oral
disclosures to prospective purchasers of such shares of
information relating to Iridium and its business, (ii) having
Iridium personnel meet with prospective purchasers and make
presentations to them regarding Iridium and its business,
(iii) providing Motorola with access to Iridium's books and
records and (iv) cooperating with Motorola in the production
and execution of documents required or advisable in Motorola's
judgment to consummate a transfer of Iridium shares by
Motorola to any such purchaser. Iridium shall also indemnify
defend and hold harmless Motorola and its directors, officers,
employees and agents from and against the entirety of any
losses, claims, damages, liabilities and expenses asserted
against or imposed upon or
-2-
<PAGE> 9
incurred by any of them arising out of, based upon or caused
by any untrue or alleged untrue statement of material fact
contained in any disclosures or written information provided
by or on behalf of Iridium of the kind described in the
foregoing sentence or any omission or alleged omission of a
material fact required to be stated in any of such disclosures
or written information or necessary to make the statements
therein not misleading."
1.4 Paragraph 8 of the Support Agreement is
hereby amended to delete the phrase "paragraph 6 hereof" therein and
replace it with the phrase "paragraphs 6 and 7 hereof".
2. No Further Effect. Each of the parties hereto hereby
ratifies and confirms all of its liabilities and obligations under the Support
Agreement and agrees that the Support Agreement continues in full force and
effect as modified in this Amendment. All references in the Support Agreement
to "this Agreement" shall be deemed to refer to the Support Agreement as
amended by this Amendment.
3. Counterparts. This Amendment may be executed
simultaneously in two or more counterparts, any one of which need not contain
the signatures of more than one party, but all such counterparts taken together
shall constitute one and the same Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.
IRIDIUM, INC.
By: /s/ JERROLD D. ADAMS
--------------------------------
Its: President and Chief
------------------------------
Operating Officer
MOTOROLA, INC.
By:
--------------------------------
Its:
-------------------------------
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<PAGE> 1
EXHIBIT 10.14
FORM OF
GATEWAY AUTHORIZATION AGREEMENT
THIS AGREEMENT effective this 31st day of December 1994, by
and between (co. name) (herein referred to as "Investor") and Iridium, Inc., a
Delaware corporation (herein referred to as the "Company"), both together
referred to herein as the "Parties".
WHEREAS, the Company and Investor, together with other
investors in the Company, have entered into stock purchase agreements dated as
of (date) (herein "SPAs") to enable the Company to procure, operate and own the
Space System of the IRIDIUM(R) Communications System;
WHEREAS, the SPAs grant to Investor certain Gateway rights and
Service Provider rights and allocate to Investor certain Gateway Service
Territories, which rights and allocations are subject to the timely fulfillment
of various obligations;
WHEREAS, the Company and Investor desire to enter into this
Agreement for the purpose of describing in more detail these various rights and
obligations of Investor, as well as those of the Company, with the objective of
ensuring that the IRIDIUM Communications System achieves fully integrated and
timely operation;
NOW, THEREFORE, the Parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The capitalized terms and phrases used in this Agreement shall
have the meaning set forth in Section 1, entitled "Certain Definitions", of the
SPAs; in Article 1, entitled "Definitions", of the Space System Contract
between the Company and Motorola, Inc. ("Motorola") effective as of July 29,
1993; or in Article 1, entitled "Definitions", of the Operations and
Maintenance Contract between the Company and Motorola effective as of July 29,
1993. Additional capitalized terms and phrases are defined where first used
within this Agreement. An index to such definitions is set forth below.
"Clearinghouse" or "IRIDIUM Clearinghouse" is described in
Article IV.
"Gateway Configuration" is defined in paragraph 2.3.
"Gateway Implementation Plan" is defined in paragraph 2.3.
"Gateway Master Plan" is defined in paragraph 2.3.
"Gateway Services" means the services provided by a Gateway or
Gateways constructed in accordance with the Gateway Interface
Specification and would include but not be limited to
supporting the subscriber billing/information functions
1
<PAGE> 2
in addition to call processing operations and the connection
of the IRIDIUM subscriber communications through the public,
switched, telephone network (PSTN).
"IRIDIUM System Practices" or "ISP" means the set of
guidelines, recommendations, rules, plans and other
instructions related to technical and operational matters
associated with operation of the IRIDIUM Communications
System. In order to secure a high degree of network integrity
and robustness, some technical and operational portions of
these practices are intended to be mandatory and other
portions are intended to be recommendations. The ISP will be
consistent with applicable decisions and directives of the
Iridium Board of Directors and will, in all relevant respects,
be developed in consultation with Investor. To the extent that
a proposed ISP or a proposed amendment to an existing ISP
imposes material obligations on Gateway Operators and/or
Service Providers, a reasonable consensus must be reached
among investors which have been allocated Gateway Service
Territories and the Company prior to approval of the ISP.
"Net Settlement Position" is defined in paragraph 4.2.
"Network Implementation Plan" is referred to in paragraph 2.1.
"Proprietary Information" is defined in paragraph 7.3.1.
ARTICLE II
UNDERTAKINGS OF THE PARTIES
GATEWAY CONSTRUCTION AND OPERATIONS
2.1 The Company will provide to Investor the proposed
IRIDIUM Communications System Network Implementation Plan which will set forth,
among other things, the proposed construction and operational schedules for
each authorized IRIDIUM Gateway, including Investor's Gateway or Gateways. An
objective of the Network Implementation Plan will be to ensure that the key
ground components of the IRIDIUM Communications System will achieve fully
tested on-line operations commensurate with the completion date of the IRIDIUM
Space System as defined by the completion of Milestone 47 in the Space System
Contract.
2.2 The successful and reliable operation of the IRIDIUM
Communications System requires the co-operation of Gateway Operators, Service
Providers, and the Company as well as clearly defined technical interfaces and
division of operational and business responsibilities. The Company will use its
best efforts in cooperation with Investor to define and reach agreement about
the relevant and appropriate interface specifications.
2.3 The portions of the Network Implementation Plan
setting forth the specific aspects of Investor's Gateway(s), and any subsequent
material midifions thereto, will be finalizalizy mutual agreement of the Coe
Coy and Investor, taking into nto unt, amo
2
<PAGE> 3
%
her things, suc suclevant cnt criteria as cost and availability of
interconnection to an international switching center and the PSTN, local and
national legal and regulatory requirements, and suitable land availability and
cost. To facilitate the achievement of such mutual agreement, the Company and
Investor will use their reasonable best efforts to promptly agree upon the
specifics of Investor's Gateway(s), including (i) the specific location of
Investor's Gateway(s) within Investor's allocated Gateway Service Territories,
which will become elements of the Iridium network topology plan, (ii) the
communications capacity of each Gateway (the "Gateway Configuration") and (iii)
the specific construction and operational schedule for each Gateway ( the
"Gateway Implementation Plan"). Investor and the Company hereby agree that
Investor shall locate a Gateway(s) in (location) and that Investor shall use
its reasonable best efforts to have such Gateway(s) operational approximately
six months in advance of the scheduled completion date of Milestone 47 as
reflected in Exhibit A to the Space System Contract (currently December 23,
1998). Such locations and operational dates may be modified by Investor in
accordance with the Gateway Implementation Plan agreed to by Investor and the
Company. The agreed upon Gateway Configuration and the Gateway Implementation
Plan are hereinafter referred to as the "Gateway Master Plan".
2.4 Investor will use its reasonable best efforts to
undertake and complete on a schedule consistent with the Gateway Master Plan,
and in compliance with applicable governmental regulatory requirements, the
following:
2.4.1 apply for, obtain and maintain all governmental
authorizations and frequency allocations necessary to
(i) construct and operate Investor's Gateway(s) on a
schedule consistent with the Gateway Master Plan and
(ii) provide Gateway Services in each of Investor's
Gateway Service Territories;
2.4.2 contract with Motorola and/or other suppliers to
design, construct and maintain Investor's Gateway in
accordance with the Gateway Master Plan, Network
Implementation Plan, and the IRIDIUM System
Practices;
2.4.3 provide for the staffing, testing and operation of
the Gateway(s) in accordance with the ISP as it may
be modified from time to time, relevant elements of
which will be provided to Investor on a schedule
consistent with the Gateway Master Plan, including
timely notification of changes to the ISP by the
Company;
2.4.4 consistent with the applicable requirements of the
ISP, establish and maintain appropriate
interconnection, access and settlement arrangements
through and with such international or other
appropriate switching centers as may be required to
originate calls from and terminate calls to each
public switched telephone network (hereinafter
"PSTN") operating within Investor's allocated Gateway
Service Territories, as well as such other
interconnection arrangements as may be required to
effectively distribute and utilize IRIDIUM
Communications Services within Investor's allocated
territories; and
3
<PAGE> 4
2.4.5 provide Gateway Services to its designated Service
Providers in each of its allocated Gateway Service
Territories.
2.5 If requested and under terms and conditions to be
agreed between Investor and the Company, the Company will provide or arrange
for the provision of certain services to assist Investor in the performance of
the undertakings set forth in Section 2.4, above. Examples of these services
are set forth in Annex A hereto.
SERVICE PROVISION
2.6 Investor will designate, contract with and supervise
a Service Provider or Service Providers, and/or itself act as a Service
Provider, in each of Investor's Gateway Service Territories for the purpose of
distributing IRIDIUM Communications Services and, where applicable, IRIDIUM
Subscriber Units within those territories. Investor will require each of its
designated Service Providers to comply with applicable policies and practices
set forth in the ISP.
2.7 Investor, when acting as a Service Provider, will use
its reasonable best efforts, and, if so agreed and when necessary, will also
require each of its designated Service Providers to use their reasonable best
efforts to obtain and maintain all legal and regulatory authorizations
necessary to provide IRIDIUM Communications Services within their respective
allocated territories, including authorization to carry (including
transborder), operate and use IRIDIUM Subscriber Units.
2.8 The Company will provide to Investor in support of
the performance of its undertakings set forth in Sections 2.4.5 and 2.6, above,
on a schedule consistent with the Gateway Master Plan, information with respect
to recommended policies and practices applicable to the selection of Service
Providers and service provision, including suggested global or regional
promotional programs that could be administered on a centralized basis by the
Company (see examples in Annex B hereto).
ACCESS TO THE IRIDIUM SPACE SYSTEM
2.9 The coverage and performance characteristics of the
IRIDIUM Space System shall be as delivered to and accepted by the Company in
accordance with the terms of the IRIDIUM Space System Contract and as
maintained under the terms of the IRIDIUM Operations and Maintenance Contract
or any successor contracts for an IRIDIUM space system and the operation and
maintenance thereof.
2.10 The Company shall provide Investor, including its
designated Service Providers, continuous access to the IRIDIUM Space System, in
the form of minutes of use or fractions thereof, commencing at such time as
Investor's Gateway has been constructed, tested and commissioned in accordance
with the Gateway Master Plan and can be demonstrated to the Company to be in
full and satisfactory compliance with the applicable mandatory provisions of
the ISP and all other applicable terms of this Agreement. This right of
continuous access shall be subject to maintaining full and satisfactory
compliance with the applicable mandatory and material provisions of the ISP,
4
<PAGE> 5
this Agreement and the SPA. The ISP, and the Company in the administration of
the ISP, will provide Investor with specific test criteria and guidance with
respect to the operation of the Investor's Gateway in order to assess such
compliance with the ISP. Such test criteria and guidance shall be supplied to
Investor sufficiently in advance of the dates upon which Investor's Gateway is
expected to comply with the ISP so that Investor has a reasonable opportunity
to bring its Gateway into compliance.
2.11 Any transmission to or other use of the Space System
by Investor's Gateway or by any of its designated Service Providers, or their
respective customers, will comply with all applicable and material governmental
rules and regulations and with the applicable mandatory provisions of the ISP
in order to maintain the operating integrity of the IRIDIUM Communications
System. In the event that Investor fails to maintain the Gateway in substantial
compliance with the applicable mandatory provisions of the ISP, then the
Company shall promptly notify Investor of the deficiency. Investor shall take
such action as may be required, in light of the nature of the deficiency, to
eliminate the deficiency within a reasonable time. Investor and the Company
recognize that certain deficiencies may require immediate action to maintain
the integrity and continued operation of the IRIDIUM Communications System.
When, in the Company's reasonable judgement, such action is required, Investor
will comply with instructions of the Company, which may include cessation of
Gateway transmissions or other appropriate actions. The Company shall have the
right to suspend access to the IRIDIUM Space System if the Company reasonably
determines that such continued access would harm overall system operation and
either a) Investor has failed to take previously requested corrective action or
b) the need for immediate action by the Company is required to avoid harm to
overall system operation. When the Company has determined the need for such
immediate action to be taken it will, to the extent practicable, provide
advance notice of such immediate action, but in any event will provide at least
concurrent notice thereof. Such notice will provide the basis for the
determination by the Company that such immediate action is required.
2.12 Investor will use its reasonable best efforts to
ensure that its Gateway and, to the extent practicable, any Subscriber Unit
issued by its designated Service Providers operate under specified rules and
commitments that allow the Company to implement the provisions of this
Agreement, including, specifically, Section 2.11, above.
ARTICLE III
PRICING POLICIES AND PRACTICES
3.1 The Board of Directors of the Company will establish
the pricing policies and practices, including specific rates, and currency
requirements (taking into account the effect of currency fluctuations)
governing access to the IRIDIUM Space System. Initial pricing policies and
practices will be supplied to Investor sufficiently in advance of the date upon
which the IRIDIUM Communications System becomes operational for them to be
implemented by Investor. Any pricing policies and recommendations of the
Company will be developed on the basis of prior consultation with Investor.
Notice of any change in pricing policies and practices shall be given to
Investor no less than sixty (60) calendar days in advance of its effective
date. Investor will comply with these pricing policies and practices to the
extent permitted by applicable law and regulation.
5
<PAGE> 6
3.2 The Investor shall cooperate with the Company in
developing and implementing pricing policies, revenue sharing, and distribution
plans which are applicable to the IRIDIUM Communications System.
ARTICLE IV
THE IRIDIUM CLEARINGHOUSE
4.1 The Company will use its reasonable best efforts to
establish and have operational the IRIDIUM Clearinghouse function on or before
the operational date of the IRIDIUM Communications System. The Clearinghouse
function will be developed in consultation with Investor. The Clearinghouse
function will be designed and operated primarily to:
4.1.1 serve as the central point for collection of all call
detail records produced within the network;
4.1.2 provide the services of correlation, wholesale
rating, and re-distribution of the call detail
records;
4.1.3 calculate the Net Settlement Position (defined in
4.2, below) among each of Iridium, Inc. and all
Gateway operators;
4.1.4 execute the net settlements; and
4.1.5 serve as the publication and distribution
organization for various IRIDIUM Communications
Services publications.
4.2 Net Settlement Position is determined by calculating
the amount owed by every IRIDIUM business entity (Iridium itself and every
Gateway operator) to every other IRIDIUM business entity. Amounts owed by each
entity to another entity are then netted out so as to minimize the number of
payments which must be made.
4.3 The Clearinghouse may also provide additional
services that Investor may request from time to time on an as-available basis
under supplemental agreement, including fee, agreed to between the Company and
Investor. Such additional services may include calculation of the Net
Settlement Position among Investor, its designated Service Providers, the
Authorized Entities and, where feasible, its Interconnected Carriers and may
also include provision of a funds management service required for the
implementation of the Net Settlements.
ARTICLE V
REPORTING REQUIREMENTS
5.1 In order to provide the Company with timely data
necessary to manage the IRIDIUM Communications System, including the functions
of the Clearinghouse, information which includes, but is not limited to, the
following will be provided by Investor in the form, content and frequency
specified in the ISP: call detail records and other
6
<PAGE> 7
network statistics as recorded in Investor's Gateway; operating and financial
data and information, including number of subscribers and users; number of new
and discontinued subscribers and users; number of subscriber units sold or in
use by type; total minutes of use; dropped calls; and, where applicable, number
of debit cards sold and face value thereof. Such data and information will be
made available only to Investor and to others designated by Investor, upon
reasonable request, but only with the consent of the providing Investor.
ARTICLE VI
GLOBAL SPECTRUM ALLOCATIONS AND OTHER ITU ISSUES
6.1 In the interest of ensuring that the IRIDIUM
Communications System, including its space and ground components, receives
sufficient allocations of interference-free radio frequency spectrum,
Investor, with the cooperation and support of the Company, will use its
reasonable best efforts, as provided for in the SPAs, to obtain from the
government of each jurisdiction within its Gateway Service Territories
allocations of the frequencies necessary to operate and use the IRIDIUM
Communications System, including requesting the governments of each
jurisdiction within Investor's Gateway Service Territories to support
Company-approved positions at World Radio Communication Conferences of the
International Telecommunication Union and to facilitate the coordination and
use of frequencies allocated to the System.
6.2 In the interest of ensuring that the IRIDIUM
Communications System is able to operate fully and effectively, Investor, with
the cooperation and support of the Company, will use its reasonable best
efforts to support Company-approved positions, including, but not limited to,
assignment of a country code for the IRIDIUM Communications System, at the
International Telecommunication Union and other relevant bodies and shall use
its reasonable best efforts to secure the support of the government of each
jurisdiction within its Gateway Service Territories for such positions.
ARTICLE VII
GENERAL PROVISIONS
7.1 RESOLUTION OF DISPUTES
7.1.1 In the event of any dispute arising under this
Agreement, including any allegation of breach and any
failure to reach mutual agreement hereunder, the
parties shall refer the matter for consideration and
solution by the responsible executives of the
parties. Either party may commence such proceedings
by delivering to the other party a written request
for such a meeting. Such request shall describe the
dispute and identify the requesting party's
responsible executive for purposes of resolving the
dispute. The party receiving such a request shall
have seven (7) calendar days to designate in writing
to the requesting party its responsible executive for
the purpose of resolving the dispute. The responsible
executives shall meet within thirty (30) calendar
days at such time and location as may be mutually
agreed to resolve the dispute. The responsible
executives shall use their reasonable
7
<PAGE> 8
best efforts to resolve the dispute within fourteen
(14) calendar days following their meeting.
7.1.2 If the responsible executives are unable to resolve
the dispute they shall propose a mechanism for
resolving the dispute. Such mechanism may include
mediation or any other means of resolution. If the
responsible executivee unabl o agreagree on a
mechanism for dispute resolution or if the mechanism
used does not result within a reasonable time in a
binding decision, the dispute shall be settled by
arbitration.
7.1.3 Any arbitration of the dispute shall be conducted in
Stockholm, Sweden in accordance with the Rules of the
Arbitration Institute of the Stockholm Chamber of
Commerce with instructions that the arbitration be
conducted in the English language. The arbitration
award shall be final and binding on the parties and
shall be enforced in accordance with its terms. The
arbitration fee shall be borne by the party as
designated by the arbitration award. In the course of
such arbitration, this Agreement shall be
continuously performed except with respect to the
part hereof which is the subject of, or which is
directly and substantially affected by, the
arbitration. In any such arbitration proceeding, any
legal proceeding to enforce any arbitration award and
any other legal action between or among the parties
pursuant to or relating to this Agreement or the
transactions contemplated hereby, Investor expressly
waives the defense of sovereign immunity and any
other defense based on the fact or allegation that it
is an agency or instrumentality of a sovereign state.
Any award of the arbitrators shall be enforceable by
any court having jurisdiction over the party against
which the award has been rendered and such award
shall be enforceable in accordance with the United
Nations Convention on the Reciprocal Enforcement of
Arbitral Awards (1958).
7.2 LIMITATION OF LIABILITY
Neither the Company nor Investor, nor any director, officer
or employee of either, nor any representative or agent of
either acting in the performance of their functions, shall be
liable to any Investor or to the Company, nor shall any claim
be made against any of them, for injury, loss or damage
sustained by reason of any unavailability, delay, faultiness
or failure of the facilities and services provided or to be
provided by the Company or by Investor pursuant to or as a
result of this Agreement.
7.3 DISCLOSURE AND USE OF INFORMATION BY THE PARTIES
7.3.1 "Proprietary Information" is defined as information
which the disclosing party at the time of disclosure
identifies in writing as Proprietary Information by
means of a proprietary legend, marking, stamp or
other positive written notice identifying the
information to be proprietary. In order for
information disclosed orally or visually by a party
to this Agreement to be Proprietary Information
protected hereunder, the disclosing party shall
identify the
8
<PAGE> 9
information as proprietary at the time of the
disclosure and, within fourteen (14) calendar days
after such oral or visual disclosure, reduce the
subject matter of the disclosure to writing, properly
stamped with the proprietary legend, marking, stamp
or other positive written notice and submit it to the
receiving party.
7.3.2 It is agreed that for a period of ten (10) years
following the receipt of Proprietary Information, the
receiving party will use such information only for
the purposes provided for in this Agreement and shall
take reasonable efforts to preserve in confidence
such Proprietary Information and prevent disclosure
thereof to third parties. Each of the parties agree
that it will use the same reasonable efforts to
protect the other's Proprietary Information as are
used to protect its own but will at least use
reasonable care. Disclosures of such information
shall be restricted to those individuals who have a
need to know such information and who have been made
aware of and consent to abide by the restrictions
contained herein concerning the use of such
information.
7.3.3 The obligation to protect Proprietary Information,
and the liability for unauthorized disclosure or use
of Proprietary Information, shall not apply with
respect to: such information which is now available
or becomes available to the public without breach of
this Agreement; information received without
restrictions from other sources (so long as the
receiving party had no reason to believe that the
information was obtained by illegal means);
information known to the receiving party prior to
disclosure and not subject to a separate
non-disclosure obligation; information published or
disclosed by the disclosing party to others, without
restriction; information developed by the receiving
party independent of and without use of the
information disclosed by the disclosing party;
information for which further use or disclosure by
the recipient is authorized in writing by the
disclosing party; information required to be
disclosed to any persons involved in insuring risks
hereunder; or information required to be disclosed
pursuant to an order of a governmental entity,
provided, however, that the party receiving such an
order shall submit the requested information under
procedures, if available, which will avoid public
disclosure of the information.
7.4 TRADEMARKS
Any proposed use of the trademarks, trade names, and service
marks owned by the Company shall only be undertaken in
accordance with the IRIDIUM Guidelines and Style Manual, which
will be prepared and distributed by the Company independently
of this Agreement.
7.5 GOVERNMENT MATTERS
9
<PAGE> 10
7.5.1 All undertakings and obligations assumed hereunder by
either party are subject to the issuance and
continuance of all necessary governmental licenses,
waivers, consents, registrations, permissions and
approvals.
7.5.2 Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be
effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited
by or invalid under applicable law such provision
shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the
remainder of this Agreement.
7.5.3 Except for taxes based upon profits of the Company
arising from the Company doing or determined by law
to be doing business within any of Investor's
allocated territories, the Company will not be
responsible or liable for taxes which may be imposed
in any of the territories allocated to Investor
arising from any of the services provided or derived
from the services provided under this Agreement, and
Investor shall indemnify and hold the Company
harmless from any such taxes, fees, import duties, or
other similar charges that may be so imposed upon the
Company.
7.6 ASSIGNMENT
This Agreement, including both rights and obligations conveyed
hereunder, may not be assigned by either party without the
prior written consent of the other party except as provided
for in the SPAs. Either party may carry out its
responsibilities hereunder through the use of third parties,
including joint venture companies established for the purpose
of financing and operating a Gateway and distributing IRIDIUM
services. However, the party performing its obligations and
responsibilities in such manner shall remain obligated for
performance hereunder.
7.7 NOTICES
All notices and other communications provided for in this
Agreement shall be in writing, shall be in the English
language, and shall be sufficiently given if made by hand
delivery, by telecopier (but only if such notice is also sent
by one of the other means described herein), by reputable
express courier service charges prepaid, or by registered or
certified mail, postage prepaid and returned receipt
requested. All such notices and other communications shall be
deemed duly to have been given: when delivered by hand, if
personally delivered; five (5) business days after being
deposited with a reputable express courier service, charges
prepaid sent by express cT"; se; se(7) business days after
beinbeinposited in the mail, postagetagepaid, if delivered by
mail; il; when receipt ipt is acknowledged by the recipient,
if telecopied. Notices shall be sent to Iridium at Suite 800,
1401 H Street NW, Washington, DC 20005, USA, Attn: V.P.
Network Operations; telecopier +1.202.842.0006. Notices to
Investor shall be sent to the address and telecopier specified
in accordance with Investor's SPAs. Either party may by notice
properly given change the address and telecopier number to
which notice is to be sent. Business days shall be calculated
in accordance with practices at the destination of the notice.
10
<PAGE> 11
7.8 GOVERNING LAW
The governing law of this agreement shall be the law of the
jurisdiction specified in the section entitled "Governing Law"
of the SPAs.
7.9 ENTIRE AGREEMENT
Except as provided in this section 7.9, this Agreement
constitutes the entire agreement among the parties with
respect to its subject matter. It supersedes any
understandings, agreements, or representations by the parties,
written or oral, made prior to the time this Agreement is
entered into, except that it shall not supersede the SPAs. In
the event of any conflict between this Agreement and the SPAs,
the SPAs shall control except that the resolution of disputes
shall be conducted as provided for herein.
7.10 NOTIFICATION OF MODIFICATIONS
A copy of each gateway authorization agreement executed with
the Company shall be sent to Investor and any modification of
such agreement shall be noticed, in writing, to Investor.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the day and year indicated and first above written.
COMPANY: INVESTOR:
By: By:
------------------------------------- ------------------------------
Its: Vice President, Business Operations Its:
----------------------------------- -----------------------------
11
<PAGE> 12
GATEWAY AUTHORIZATION AGREEMENT
ANNEX A
Examples of the types of services that could be agreed upon between the Company
and Investor include the following:
1. Staffing requirements by function, including job
descriptions and recommendations for staffing levels
relative to customer service, MIS, marketing and
operations.
2. Training and support relative to implementation of
IRIDIUM System Practices.
3. Planning, negotiation and implementation of
interconnect arrangements.
4. Refinement of traffic models and subscriber
projections as a basis for proper sizing of the
Gateway.
5. The creation of a plan to obtain the appropriate
licenses and spectrum needed to commission and
operate the Gateway.
12
<PAGE> 13
GATEWAY AUTHORIZATION AGREEMENT
ANNEX B
Examples of recommended policies and practices that the Company could provide
to Investor in support of Section 2.8 are:
1. Recommend Service Provider staffing by function,
including guidelines with respect to the suggested
ratio of sales people and/or customer service, and/or
credit and collection, to subscriber count.
2. Recommend promotional budgets, cooperative
advertising programs, and other initiative designed
to reward star Service Providers.
3. Provide sample agreements which may be used between
Investor and its Service Providers.
4. Assist in the identification of qualified Service
Provider candidates.
5. Establish target industries and/or companies for
penetration based upon (a) global account contacts
and/or (b) minutes of use programs which call for
corporate discounts based upon usage thresholds.
The Company will also propose for Investor's consideration various discount
pricing approaches designed to stimulate use of the IRIDIUM Communications
System. Such discounts can be based upon several variables, including
achievement, in any given year, of specified minimum use objectives or
thresholds which if achieved would lead to a discount on additional billable
minutes of use.
13
<PAGE> 1
EXHIBIT 10.15
------
[EXECUTION COUNTERPART]
==================================================================
IRIDIUM LLC
---------------------
CREDIT AGREEMENT
Dated as of August 21, 1996
----------------------
$750,000,000
-----------------------
CHASE SECURITIES INC.
and
BZW, a division of BARCLAYS BANK PLC,
as Global Arrangers,
THE CHASE MANHATTAN BANK,
as Administrative Agent
and
BARCLAYS BANK PLC,
as Documentation Agent
==================================================================
<PAGE> 2
TABLE OF CONTENTS
This Table of Contents is not part of the Agreement to which
it is attached but is inserted for convenience of reference only.
<TABLE>
<CAPTION>
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<S> <C>
Section 1. Definitions and Accounting Matters . . . . . . . . . . . . . . . . . . . . . 1
1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . 15
1.03 Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2. Commitments, Loans, Revolving Credit Notes and
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.01 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.02 Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.03 Changes of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.04 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.05 Lending Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.06 Several Obligations; Remedies Independent . . . . . . . . . . . . . . . . . 17
2.07 Revolving Credit Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.08 Prepayments and Conversions or Continuations of
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3. Payments of Principal and Interest . . . . . . . . . . . . . . . . . . . . . 19
3.01 Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.02 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4. Payments; Pro Rata Treatment; Computations; Etc. . . . . . . . . . . . . . . 20
4.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.02 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.03 Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.04 Minimum Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.05 Certain Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.06 Non-Receipt of Funds by the Administrative Agent . . . . . . . . . . . . . . 23
4.07 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 5. Yield Protection, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.01 Additional Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.02 Limitation on Types of Loans . . . . . . . . . . . . . . . . . . . . . . . . 28
5.03 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.04 Treatment of Affected Loans . . . . . . . . . . . . . . . . . . . . . . . . 29
5.05 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.06 U.S. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.07 Replacement of Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.01 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.02 Initial and Subsequent Loans . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>
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<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 7. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . 36
7.01 Legal Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.02 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.03 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.04 No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.05 Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
7.06 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.07 Use of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.08 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.09 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.10 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.11 Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . 39
7.12 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.13 Subsidiaries and Certain Investments . . . . . . . . . . . . . . . . . . . . 39
7.14 True and Complete Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 8. Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.01 Financial Statements Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.02 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.03 Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
8.04 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.05 Prohibition of Fundamental Changes . . . . . . . . . . . . . . . . . . . . . 45
8.06 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
8.07 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.08 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.09 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.10 Lines of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.11 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . 49
8.12 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.13 Certain Obligations Respecting Subsidiaries . . . . . . . . . . . . . . . . 50
8.14 Modifications of LLC Agreement . . . . . . . . . . . . . . . . . . . . . . . 50
Section 9. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10. The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.01 Appointment, Powers and Immunities . . . . . . . . . . . . . . . . . . . . 55
10.02 Reliance by the Agents . . . . . . . . . . . . . . . . . . . . . . . . . . 56
10.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.04 Rights as a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.05 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.06 Non-Reliance on the Agents and Other Lenders . . . . . . . . . . . . . . . 58
10.07 Failure to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.08 Resignation or Removal of the Agents . . . . . . . . . . . . . . . . . . . 59
10.09 Consents under Other Credit Documents . . . . . . . . . . . . . . . . . . . 60
Section 11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.01 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.03 Expenses, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.04 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.05 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>
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<PAGE> 4
<TABLE>
<CAPTION>
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<S> <C>
11.06 Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . 62
11.07 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.08 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.10 Governing Law; Submission to Jurisdiction . . . . . . . . . . . . . . . . . 65
11.11 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
11.12 Treatment of Certain Information;
Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
</TABLE>
SCHEDULES
SCHEDULE I - Commitments
SCHEDULE II - Applicable Lending Offices & Addresses for
Notices
SCHEDULE III - Litigation
SCHEDULE IV - LLC Membership Interests & Equity Rights
SCHEDULE V - Investments
SCHEDULE VI - Indebtedness
EXHIBITS
EXHIBIT A - Form of Revolving Credit Note
EXHIBIT B - Form of Motorola Guarantee Agreement
EXHIBIT C - Form of Opinion of Counsel to
the Company
EXHIBIT D-1 - Form of Opinion of Counsel to Motorola, Inc.
EXHIBIT D-2 - Form of Opinion of Special New York Counsel to
Motorola, Inc.
EXHIBIT E - Form of Opinion of Special New York
Counsel to the Global Arrangers
EXHIBIT F - Form of Assignment and Acceptance
EXHIBIT G - Form of Confidentiality Agreement
(iii)
<PAGE> 5
CREDIT AGREEMENT dated as of August 21, 1996, among:
IRIDIUM LLC, a limited liability company duly
organized and validly existing under the laws of the State of Delaware
(the "Company"; references herein to the Company relating to any time
prior to July 29, 1996 being references to Iridium, Inc., a Delaware
corporation and predecessor of Iridium LLC);
each of the lenders that is a signatory hereto
identified under the caption "LENDERS" on the signature pages hereto
and each lender that becomes a "Lender" after the date hereof pursuant
to Section 11.06(b) hereof (individually, a "Lender" and,
collectively, the "Lenders");
CHASE SECURITIES INC. and BZW, a division of
BARCLAYS BANK PLC ("BZW"), each in its capacity as arranger in respect
of this Agreement (each in such capacity, together with its successors
in such capacity, a "Global Arranger" and, collectively, the "Global
Arrangers");
THE CHASE MANHATTAN BANK, as administrative agent
for the Lenders (in such capacity, together with its successors in
such capacity, the "Administrative Agent"); and
BARCLAYS BANK PLC, as documentation agent for the
Lenders (in such capacity, together with its successors in such
capacity, the "Documentation Agent").
The Company has requested that the Lenders make
revolving credit loans to it in an aggregate principal amount not exceeding
$750,000,000 at any one time outstanding and the Lenders are prepared to make
such loans upon the terms and conditions hereof. Accordingly, the parties
hereto agree as follows:
Section 1. Definitions and Accounting Matters.
1.01 Certain Defined Terms. As used herein, the
following terms shall have the following meanings (all terms defined in this
Section 1.01 or in other provisions of this Agreement in the singular to have
the same meanings when used in the plural and vice versa):
"Affiliate" shall mean any Person that directly or
indirectly controls, or is under common control with, or is controlled by, the
Company. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction
Credit Agreement
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of management or policies (whether through ownership of securities or
partnership or other equity interests, by contract or otherwise), provided
that, in any event, any Person that owns directly or indirectly securities
having 10% or more of the voting power for the election of directors or other
governing body of a corporation or 10% or more of the partnership or other
equity interests of any other Person (other than as a limited partner of such
other Person) will be deemed to control such corporation or other Person.
Notwithstanding the foregoing, (a) no individual shall be an Affiliate solely
by reason of his or her being a director, officer or employee of the Company or
any of its Subsidiaries and (b) none of the Subsidiaries of the Company shall
be Affiliates of the Company.
"Agents" shall mean the Administrative Agent and the
Documentation Agent.
"Aggregate Projected Loan Amount" shall mean, as of
the date of determination thereof, the sum of: (a) the aggregate principal
amount of the Loans outstanding (including any Loans requested to be made) as
of such date (less any prepayments made on such date); (b) accrued and unpaid
interest on the Loans for the period to but excluding such date (less the
amount of any interest payments made on such date); (c) accrued and unpaid
commitment fees for the period to but excluding such date; (d) interest on the
Loans outstanding (including any Loans requested to be made) on such date
calculated (i) in the case of each Base Rate Loan, for the period from and
including such date to but excluding the next succeeding Base Rate Continuation
Date which is at least 30 days thereafter (assuming no change in the Base Rate
during such period) and (ii) in the case of each Eurodollar Loan, for the
period from and including such date to but excluding the last day of the then
current Interest Period for such Eurodollar Loan (or, in the case of any
Eurodollar Loan requested to be made on such date, the Interest Period selected
by the Company for such Loan); and (e) commitment fees calculated in accordance
with Section 2.04 hereof on the aggregate unused amount of the Commitments
(determined on and as of such date after giving effect to any Loans requested
to be made on such date) for the period from and including such date to but
excluding the next Quarterly Date which occurs at least 30 days after such date
of determination.
"Applicable Lending Office" shall mean, for each
Lender and for each Type of Loan, the "Lending Office" of such Lender (or of an
affiliate of such Lender) designated for such Type of Loan on Schedule II
hereto or such other office of such Lender (or of an affiliate of such Lender)
as such Lender may from time
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to time specify to the Administrative Agent and the Company as the office by
which its Loans of such Type are to be made and maintained.
"Applicable Margin" shall mean 0.25% per annum.
"Assignment and Acceptance" shall mean an Assignment
and Acceptance substantially in the form of Exhibit F hereto, duly completed
and executed.
"Barclays" shall mean Barclays Bank PLC.
"Base Rate" shall mean, for any day, a rate per
annum equal to the higher of (a) the Federal Funds Rate for such day plus 1/2
of 1% and (b) the Prime Rate for such day. Each change in any interest rate
provided for herein based upon the Base Rate resulting from a change in the
Base Rate shall take effect at the time of such change in the Base Rate.
"Base Rate Continuation Date" shall mean, with
respect to any Base Rate Loan, the date (if any) which is 30 days after the
date such Base Rate Loan is made or Converted from a Eurodollar Loan or (in the
event of an existing Base Rate Loan) the last day of the preceding 30-day
period.
"Base Rate Loans" shall mean Loans that bear
interest at rates based upon the Base Rate.
"Basle Accord" shall mean the proposals for
risk-based capital framework described by the Basle Committee on Banking
Regulations and Supervisory Practices in its paper entitled "International
Convergence of Capital Measurement and Capital Standards" dated July 1988, as
amended, modified and supplemented and in effect from time to time or any
replacement thereof.
"Business Day" shall mean any day (a) on which
commercial banks are not authorized or required to close in New York City and
(b) if such day relates to a borrowing of, a payment or prepayment of principal
of or interest on, a Conversion of or into, or an Interest Period for, a
Eurodollar Loan or a notice by the Company with respect to any such borrowing,
payment, prepayment, Conversion or Interest Period, that is also a day on which
dealings in Dollar deposits are carried out in the London interbank market.
"BZW" shall mean BZW, a division of Barclays Bank
PLC.
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"Capital Lease Obligations" shall mean, for any
Person, all obligations of such Person to pay rent or other amounts under a
lease of (or other agreement conveying the right to use) Property to the extent
such obligations are required to be classified and accounted for as a capital
lease on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.
"Chase" shall mean The Chase Manhattan Bank.
"Closing Date" shall mean the date upon which the
conditions precedent to effectiveness specified in Section 6.01 hereof are
satisfied or waived.
"Commitment" shall mean, as to each Lender, the
obligation of such Lender to make Loans in an aggregate principal amount at any
one time outstanding up to but not exceeding the amount set opposite the name
of such Lender on Schedule I hereto or, in the case of a Person that becomes a
Lender pursuant to an assignment permitted under Section 11.06(b) hereof, as
specified in the respective Assignment and Acceptance or other instrument of
assignment pursuant to which such assignment is effected (as the same may be
reduced at any time or from time to time pursuant to Section 2.03 hereof).
"Commitment Termination Date" shall mean the earlier
of (a) August 21, 1998 (or, if such date does not fall on a day that is a
Business day, the next succeeding Business Day) and (b) the date on which any
Permanent Financing shall become effective and the initial borrowing thereunder
shall occur.
"Company Default" shall mean any Event of Default
under clauses (a) through (e), (g) and (h) of Section 9 hereof (but, in the
case of clauses (g) and (h), only with respect to the Company or any Subsidiary
of the Company which is subject to said clause (g) or (h)) or any event which
with notice or lapse of time or both would become such an Event of Default.
"Continue", "Continuation" and "Continued" shall
refer to the continuation pursuant to Section 2.08 hereof of a Eurodollar Loan
from one Interest Period to the next Interest Period.
"Convert", "Conversion" and "Converted" shall refer
to a conversion pursuant to Section 2.08 hereof of one Type of Loan into
another Type of Loan, which may be accompanied by the
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transfer by a Lender (at its sole discretion) of a Loan from one Applicable
Lending Office to another.
"Credit Documents" shall mean, collectively, this
Agreement, the Revolving Credit Notes and the Motorola Guarantee Agreement.
"Credit Party" shall mean the Company or Motorola.
"Default" shall mean an Event of Default or an event
that with notice or lapse of time or both would become an Event of Default.
"Dollars" and "$" shall mean lawful money of the
United States of America.
"Environmental Laws" shall mean any and all present
and future U.S. Federal, state, local and foreign laws, rules or regulations,
and any orders or decrees, in each case as now or hereafter in effect, relating
to the regulation or protection of the environment or to emissions, discharges,
releases or threatened releases of pollutants, contaminants, chemicals or toxic
or hazardous substances or wastes into the indoor or outdoor environment,
including, without limitation, ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals or toxic or hazardous
substances or wastes.
"Equity Rights" shall mean, with respect to any
Person, any subscriptions, options, warrants, commitments, preemptive rights or
agreements of any kind (including, without limitation, any stockholders' or
voting trust agreements) for the issuance, sale, registration or voting of, or
securities convertible into, any additional shares of equity interests of any
type or class of such Person.
"ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
"ERISA Affiliate" of any Person shall mean any
corporation or trade or business that is a member of any group of organizations
(i) described in Section 414(b) or (c) of the U.S. Tax Code of which such
Person is a member and (ii) solely for purposes of potential liability under
Section 302(c)(11) of ERISA and Section 412(c)(11) of the U.S. Tax Code and the
lien created under Section 302(f) of ERISA and Section 412(n) of the U.S. Tax
Credit Agreement
<PAGE> 10
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Code, described in Section 414(m) or (o) of the U.S. Tax Code of which such
Person is a member.
"Eurodollar Base Rate" shall mean, with respect to
any Eurodollar Loan for any Interest Period therefor, the arithmetic mean
(rounded upwards, if necessary, to the nearest 1/16 of 1%), as determined by
the Administrative Agent, of the rates per annum quoted by the respective
Reference Banks at approximately 11:00 a.m. London time (or as soon thereafter
as practicable) on the date two Business Days prior to the first day of such
Interest Period for the offering by the respective Reference Banks to leading
banks in the London interbank market of Dollar deposits having a term
comparable to such Interest Period and in an amount comparable to the principal
amount of the Eurodollar Loan to be made by the respective Reference Banks for
such Interest Period, provided that, if any Reference Bank shall cease to make
such offers, the Eurodollar Base Rate shall be based, for such Reference Bank
for any Interest Period, on the rate per annum (rounded upwards, if necessary,
to the nearest 1/16 of 1%) reported on the date two Business Days prior to the
first day of such Interest Period on Telerate Access Service Page 3750 (British
Bankers Association Settlement Rate) as the London Interbank Offered Rate for
Dollar deposits having a term comparable to such Interest Period and in an
amount of $1,000,000 or more (or, if said Page shall cease to be publicly
available or if the information contained on said Page, in the reasonable
judgment of such Reference Bank, shall cease to accurately reflect such London
Interbank Offered Rate, the Eurodollar Base Rate shall be based on the rate
reported by any publicly available source of similar market data selected by
such Reference Bank that, in the reasonable judgment of such Reference Bank,
accurately reflects such London Interbank Offered Rate). If any Reference Bank
is not participating in any Eurodollar Loans during any Interest Period
therefor, the Eurodollar Base Rate for such Loans for such Interest Period
shall, except as otherwise provided in the immediately preceding sentence, be
determined by reference to the amount of such Loans that such Reference Bank
would have made or had outstanding had it been participating in such Loan
during such Interest Period.
"Eurodollar Loans" shall mean Loans that bear
interest at rates based on rates referred to in the definition of "Eurodollar
Base Rate" in this Section 1.01.
"Eurodollar Rate" shall mean, for any Eurodollar
Loan for any Interest Period therefor, a rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) determined by the Administrative Agent
to be equal to the Eurodollar Base Rate
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for such Loan for such Interest Period divided by 1 minus the Reserve
Requirement (if any) for such Loan for such Interest Period.
"Events of Default" shall have the meaning assigned
to such term in Section 9 hereof.
"Federal Funds Rate" shall mean, for any day, the
rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (a) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (b) if
such rate is not so published for any Business Day, the Federal Funds Rate for
such Business Day shall be the average rate charged to Chase on such Business
Day on such transactions as determined by the Administrative Agent.
"GAAP" shall mean generally accepted accounting
principles applied on a basis consistent with those that, in accordance with
the last sentence of Section 1.02(a) hereof, are to be used in making the
calculations for purposes of determining compliance with this Agreement.
"Governmental Approval" shall mean any permit,
license, variance, certification, no-action letter, clearance, exemption or
other approval issued or granted by any Governmental Authority.
"Governmental Authority" shall mean any nation or
government, any state, province, territory or other political subdivision
thereof, any central bank or other equivalent entity and any other agency,
body, department, bureau, authority, instrumentality or other entity exercising
executive, legislative, judicial, regulatory, monetary, taxing or
administrative functions of or pertaining to government.
"Guarantee" shall mean a guarantee, an endorsement,
a contingent agreement to purchase or to furnish funds for the payment or
maintenance of, or otherwise to be or become contingently liable under or with
respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or a guarantee of the payment of dividends or other
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distributions upon the stock or equity interests of any Person, or an agreement
to purchase, sell or lease (as lessee or lessor) Property, products, materials,
supplies or services primarily for the purpose of enabling a debtor to make
payment of such debtor's obligations or an agreement to assure a creditor
against loss, and including, without limitation, causing a bank or other
financial institution to issue a letter of credit or other similar instrument
for the benefit of another Person, but excluding endorsements for collection or
deposit in the ordinary course of business. The terms "Guarantee" and
"Guaranteed" used as a verb shall have a correlative meaning.
"Indebtedness" shall mean, for any Person (without
duplication): (a) obligations created, issued or incurred by such Person for
borrowed money (whether by loan, the issuance and sale of debt securities or
the sale of Property to another Person subject to an understanding or
agreement, contingent or otherwise, to repurchase such Property from such
Person); (b) obligations of such Person to pay the deferred purchase or
acquisition price of Property or services, other than trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the
ordinary course of business so long as such trade accounts payable are payable
within 180 days of the date the respective goods are delivered or the
respective services are rendered; (c) Indebtedness of others secured by a Lien
on the Property of such Person, whether or not the respective Indebtedness so
secured has been assumed by such Person; (d) obligations of such Person in
respect of letters of credit or similar instruments issued or accepted by banks
and other financial institutions for account of such Person; (e) Capital Lease
Obligations of such Person; (f) all obligations of such Person to purchase,
redeem, retire, defease or otherwise make any payment in respect of any
Redeemable Equity Interests of such Person (which obligations shall be valued
at the greater of the voluntary and involuntary liquidation preference thereof
plus accrued and unpaid dividends which are required to be paid upon such
purchase, redemption, retirement or defeasance); and (g) Indebtedness of others
Guaranteed by such Person.
"Information Memorandum" shall mean the Confidential
Information Memorandum dated June, 1996 with respect to the credit facilities
provided under this Agreement.
"Interest Period" shall mean, with respect to any
Eurodollar Loan, each period commencing on the date such Eurodollar Loan is
made or Converted from a Base Rate Loan or (in the event of a Continuation) the
last day of the next preceding Interest Period for such Loan and ending on the
numerically
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corresponding day in the first, second, third or sixth calendar month
thereafter, as the Company may select as provided in Section 4.05 hereof,
except that each Interest Period that commences on the last Business Day of a
calendar month (or on any day for which there is no numerically corresponding
day in the appropriate subsequent calendar month) shall end on the last
Business Day of the appropriate subsequent calendar month. Notwithstanding the
foregoing: (i) if any Interest Period would otherwise end after the Commitment
Termination Date, such Interest Period shall end on the Commitment Termination
Date; (ii) each Interest Period that would otherwise end on a day that is not a
Business Day shall end on the next succeeding Business Day (or, if such next
succeeding Business Day falls in the next succeeding calendar month, on the
next preceding Business Day); and (iii) notwithstanding clause (i) above, no
Interest Period shall have a duration of less than one month and, if the
Interest Period for any Eurodollar Loan would otherwise be a shorter period,
such Interest Period shall not be available hereunder.
"Interest Rate Protection Agreement" shall mean, for
any Person, an interest rate swap, cap or collar agreement or similar
arrangement between such Person and one or more financial institutions
providing for the transfer or mitigation of interest rate risks either
generally or under specific contingencies.
"Investment" shall mean, for any Person: (a) the
acquisition (whether for cash, Property, services or securities or otherwise)
of bonds, notes, debentures, equity interests of any type or class or other
securities of any other Person or any agreement to make any such acquisition
(including, without limitation, any "short sale" or any sale of any securities
at a time when such securities are not owned by the Person entering into such
sale); (b) the making of any deposit with, or advance, loan or other extension
of credit to, any other Person (including the purchase of Property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such Property to such Person), but excluding any such deposit, advance,
loan or extension of credit having a term not exceeding 180 days arising in
connection with the sale of inventory, services or supplies by such Person in
the ordinary course of business; (c) the entering into of any Guarantee of, or
other contingent obligation with respect to, Indebtedness or other liability of
any other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person; or (d) the entering into of any Interest Rate
Protection Agreement.
Credit Agreement
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"Lien" shall mean, with respect to any Property, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such Property. For purposes of this Agreement, a Person shall be
deemed to own subject to a Lien any Property that it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement (other than an
operating lease) relating to such Property.
"LLC Agreement" shall mean the Limited Liability
Company Agreement entered into by the members of the Company, dated as of July
29, 1996, pursuant to which the Company is organized, as the same shall be
amended and otherwise modified and in effect from time to time.
"Loans" shall mean the loans provided for in Section
2.01 hereof, which may be Base Rate Loans and/or Eurodollar Loans.
"Majority Lenders" shall mean Lenders having more
than 50% of the aggregate amount of the Commitments or, if the Commitments
shall have terminated, Lenders holding more than 50% of the aggregate unpaid
principal amount of the Loans.
"Margin Stock" shall mean "margin stock" within the
meaning of Regulations G, T, U and X.
"Material Adverse Effect" shall mean a material
adverse effect on (a) the financial condition of the Company and its
Subsidiaries taken as a whole or (b) the validity or enforceability against the
Company or Motorola of any of the Credit Documents if, in the case of any of
the foregoing, it could reasonably be likely to have an adverse effect on the
likelihood of the payment of the principal of or interest on the Loans or other
amounts payable in connection therewith, taking into account the Motorola
Guarantee Agreement.
"Motorola" shall mean Motorola, Inc., a Delaware
corporation.
"Motorola Default" shall mean any Event of Default
under clauses (f) through (n) of Section 9 hereof (but, in the case of clauses
(g) and (h), only with respect to Motorola or any of the Motorola Domestic
Subsidiaries) or any event which with notice or lapse of time or both would
become such an Event of Default.
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"Motorola Domestic Subsidiaries" shall have the
meaning assigned to such term in the Motorola Guarantee Agreement.
"Motorola Guarantee Agreement" shall mean the
Guarantee Agreement substantially in the form of Exhibit B hereto between
Motorola and the Administrative Agent, as the same shall be modified and
supplemented and in effect from time to time.
"Motorola's Net Worth" shall have the meaning
assigned to such term in Section 9(k) hereof.
"Multiemployer Plan" of any Person shall mean a
multiemployer plan defined as such in Section 3(37) of ERISA to which
contributions have been made by such Person or any ERISA Affiliate of such
Person and that is covered by Title IV of ERISA.
"PBGC" shall mean the Pension Benefit Guaranty
Corporation or any entity succeeding to any or all of its functions under
ERISA.
"Permanent Financing" shall mean a credit facility
for the Company arranged by the Global Arrangers in an aggregate principal
amount of not less than $2,000,000,000 for the purpose of financing the Project
(including, without limitation, refinancing Indebtedness of the Company
hereunder).
"Permitted Investments" shall mean: (a) direct
obligations of the United States of America, or of any agency thereof, or
obligations guaranteed as to principal and interest by the United States of
America, or of any agency thereof, in either case maturing not more than 180
days from the date of acquisition thereof; (b) certificates of deposit issued
by, bankers' acceptances created by, or time deposits with, any bank or trust
company organized under the laws of the United States of America or any state
thereof, or any other country that is a member of the Organization for Economic
Cooperation and Development, and (in each case) having capital, surplus and
undivided profits of at least $500,000,000, maturing not more than 180 days
from the date of acquisition thereof; (c) commercial paper rated (on the date
of acquisition thereof by the Company) A-1 or better or P-1 by Standard &
Poor's Ratings Services or Moody's Investors Service, Inc., respectively,
maturing not more than 180 days from the date of acquisition thereof; (d)
Interest Rate Protection Agreements entered into by the Company with one or
more counterparties to protect itself from fluctuations in floating interest
rates with respect to Indebtedness hereunder and other Indebtedness permitted
pursuant
Credit Agreement
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to Section 8.07 hereof; (e) repurchase agreements with any financial
institution having capital, surplus and undivided profits of at least
$100,000,000, which repurchase agreements are fully collateralized by
obligations of the type described in clause (a) above; and (f) any mutual or
similar fund investing exclusively in Permitted Investments of the type
described in clauses (a), (b) and (c) above.
"Person" shall mean any individual, corporation,
company, voluntary association, partnership, limited liability company, joint
venture, trust, unincorporated organization or Governmental Authority.
"Plan" of any Person shall mean an employee benefit
or other plan established or maintained by such Person or any ERISA Affiliate
of such Person and that is covered by Title IV of ERISA, other than a
Multiemployer Plan.
"Post-Default Rate" shall mean a rate per annum
equal to 2% plus the Base Rate as in effect from time to time, provided that,
with respect to principal of a Eurodollar Loan that shall become due (whether
at stated maturity, by acceleration, by prepayment or otherwise) on a day other
than the last day of the Interest Period therefor, the "Post-Default Rate"
shall be, for the period from and including such due date to but excluding the
last day of such Interest Period, 2% plus the interest rate for such Loan as
provided in Section 3.02(b) hereof and, thereafter, the rate provided for above
in this definition.
"Prime Rate" shall mean the rate of interest from
time to time announced by Chase at its principal office in New York, New York
as its prime commercial lending rate.
"Project" shall mean the IRIDIUM(R) global wireless
communications system and all systems, Property and businesses and activities
related thereto.
"Property" shall mean any right or interest in or to
property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible.
"Quarterly Dates" shall mean the last Business Day
of March, June, September and December in each year, the first of which shall
be the first such day after the date hereof.
"Redeemable Equity Interest" shall mean any
preferred stock or other equity interest of any Person that (a) such Person has
committed to redeem at a fixed or determinable date or dates
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prior to the Commitment Termination Date, whether by operation of a sinking
fund or otherwise, or upon the occurrence of a condition not solely within the
control of such issuer or (b) is redeemable on any date prior to the Commitment
Termination Date at the option of the holder thereof.
"Reference Banks" shall mean Chase, Barclays and
such other Lender or Lenders (if any) designated as such by the Global
Arrangers from time to time (or their respective Applicable Lending Offices, as
the case may be).
"Regulations A, D, G, T, U and X" shall mean,
respectively, Regulations A, D, G, T, U and X of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.
"Regulatory Change" shall mean, with respect to any
Lender, any change after the date hereof in U.S. Federal, state or foreign law
or regulations (including, without limitation, Regulation D) or the adoption or
making after such date of any interpretation, directive or request applying to
a class of banks including such Lender of or under any U.S. Federal, state or
foreign law or regulations (whether or not having the force of law and whether
or not failure to comply therewith would be unlawful) by any court or
Governmental Authority charged with the interpretation or administration
thereof.
"Reserve Requirement" shall mean, for any Interest
Period for any Eurodollar Loan, the average maximum rate at which reserves
(including, without limitation, any marginal, supplemental or emergency
reserves) are required to be maintained during such Interest Period under
Regulation D by member banks of the Federal Reserve System in New York City
with deposits exceeding one billion Dollars against "Eurocurrency liabilities"
(as such term is used in Regulation D). Without limiting the effect of the
foregoing, the Reserve Requirement shall include any other reserves required to
be maintained by such member banks by reason of any Regulatory Change with
respect to (i) any category of liabilities that includes deposits by reference
to which the Eurodollar Base Rate is to be determined as provided in the
definition of "Eurodollar Base Rate" in this Section 1.01 or (ii) any category
of extensions of credit or other assets that includes Eurodollar Loans.
"Restricted Payment" shall mean (a) dividends (in
cash, Property or obligations) on, or other payments or distributions on
account of, or the setting apart of money for a sinking or
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other analogous fund for, or the purchase, redemption, retirement or other
acquisition of, any equity interest of the Company or of any warrants, options
or other rights to acquire the same (or any payments to any Person, such as
"phantom stock" payments, where the amount thereof is calculated with reference
to the fair market or equity value of the Company or any of its Subsidiaries),
but excluding any dividend payable solely in equity interests of the Company
(other than Redeemable Equity Interests), and (b) payments in respect of
Indebtedness permitted under Section 8.07(f) hereof.
"Revolving Credit Notes" shall mean the promissory
notes provided for by Section 2.07 hereof and all promissory notes delivered in
substitution or exchange therefor, in each case as the same shall be modified
and supplemented and in effect from time to time.
"Subsidiary" shall mean, with respect to any Person,
any corporation, partnership, limited liability company or other entity of
which at least a majority of the securities or other equity interests having by
the terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (irrespective of whether
or not at the time securities or other equity interests of any other class or
classes of such corporation, partnership, limited liability company or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more Subsidiaries of such Person or by such Person and one or
more Subsidiaries of such Person.
"Type" shall have the meaning assigned to such term
in Section 1.03 hereof.
"U.S. Bankruptcy Code" shall mean the United States
Federal Bankruptcy Code of 1978, as amended from time to time.
"U.S. Tax Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.
"Wholly Owned Subsidiary" shall mean, with respect
to any Person, any corporation, partnership, limited liability company or other
entity of which all of the equity interests (other than, in the case of a
corporation, directors' qualifying shares) are directly or indirectly owned or
controlled by such Person or one or more Wholly Owned Subsidiaries of such
Person or
Credit Agreement
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by such Person and one or more Wholly Owned Subsidiaries of such Person.
1.02 Accounting Terms and Determinations.
(a) Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Administrative Agent or the Lenders hereunder shall (unless
otherwise disclosed to the Administrative Agent or the Lenders in writing at
the time of delivery thereof in the manner described in paragraph (b) below) be
prepared, in accordance with generally accepted accounting principles applied
on a basis consistent with those used in the preparation of the latest
financial statements furnished to the Administrative Agent or the Lenders
hereunder (which, prior to the delivery of the first financial statements under
Section 8.01 hereof, shall mean the audited financial statements as at December
31, 1995 referred to in Section 7.02 hereof). All calculations made for the
purposes of determining compliance with this Agreement shall (except as
otherwise expressly provided herein) be made by application of generally
accepted accounting principles applied on a basis consistent with those used in
the preparation of the latest annual or quarterly financial statements
furnished to the Administrative Agent or the Lenders pursuant to Section 8.01
hereof (or, prior to the delivery of the first financial statements under
Section 8.01 hereof, used in the preparation of the audited financial
statements as at December 31, 1995 referred to in Section 7.02 hereof) unless
(i) the Company shall have objected to determining such compliance on such
basis at the time of delivery of such financial statements or (ii) the Majority
Lenders shall so object in writing within 30 days after delivery of such
financial statements, in either of which events such calculations shall be made
on a basis consistent with those used in the preparation of the latest
financial statements as to which such objection shall not have been made
(which, if objection is made in respect of the first financial statements
delivered under Section 8.01 hereof, shall mean the audited financial
statements as at December 31, 1995 referred to in Section 7.02 hereof).
(b) The Company shall deliver to the Administrative
Agent (for distribution to the Lenders) at the same time as the delivery of any
annual or quarterly financial statement under Section 8.01 hereof (i) a
description in reasonable detail of any material variation between the
application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation
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of the next preceding annual or quarterly financial statements as to which no
objection has been made in accordance with the last sentence of subsection (a)
above and (ii) reasonable estimates of the difference between such statements
arising as a consequence thereof.
(c) The Company will not change the last day of its
fiscal year from December 31 of each year, or the last days of the first three
fiscal quarters in each of its fiscal years from March 31, June 30 and
September 30 of each year, respectively.
1.03 Types of Loans. Loans hereunder are
distinguished by "Type". The "Type" of a Loan refers to whether such Loan is a
Base Rate Loan or a Eurodollar Loan, each of which constitutes a Type.
Section 2. Commitments, Loans, Revolving Credit
Notes and Prepayments.
2.01 Loans. Each Lender severally agrees, on the
terms and conditions of this Agreement, to make loans to the Company in Dollars
during the period from and including the Closing Date to but not including the
Commitment Termination Date in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount of the Commitment of such Lender
as in effect from time to time. Subject to the terms and conditions of this
Agreement, during such period the Company may borrow, repay and reborrow the
amount of the Commitments by means of Base Rate Loans and Eurodollar Loans and
may Convert Loans of one Type into Loans of another Type (as provided in
Section 2.08 hereof) or Continue Loans of one Type as Loans of the same Type
(as provided in Section 2.08 hereof); provided that no more than six separate
Interest Periods in respect of Eurodollar Loans from each Lender may be
outstanding at any one time.
2.02 Borrowings. The Company shall give the
Administrative Agent notice of each borrowing hereunder as provided in Section
4.05 hereof. Not later than 1:00 p.m. New York time on the date specified for
each borrowing hereunder, each Lender shall make available the amount of the
Loan or Loans to be made by it on such date to the Administrative Agent, at an
account in New York, New York specified by the Administrative Agent, in
immediately available funds, for account of the Company. The amount so
received by the Administrative Agent shall, subject to the terms and conditions
of this Agreement, be made available to the Company by depositing the same, in
immediately available funds, in an account of the Company
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designated by the Company and maintained with Chase in New York, New York.
2.03 Changes of Commitments.
(a) The aggregate amount of the Commitments shall
be automatically reduced to zero on the Commitment Termination Date.
(b) The Company shall have the right at any time or
from time to time (i) so long as no Loans are outstanding, to terminate the
Commitments and (ii) to reduce the aggregate unused amount of the Commitments;
provided that (x) the Company shall give notice of each such termination or
reduction as provided in Section 4.05 hereof and (y) each partial reduction
shall be in an aggregate amount at least equal to $25,000,000 (or a larger
multiple of $1,000,000).
(c) The Commitments once terminated or reduced may
not be reinstated.
2.04 Commitment Fee. The Company shall pay to the
Administrative Agent for account of each Lender a commitment fee on the daily
average unused amount of such Lender's Commitment, for the period from and
including the Closing Date to but not including the earlier of the date such
Commitment is terminated and the Commitment Termination Date, at a rate per
annum equal to 0.10%. Accrued commitment fee shall be payable on each
Quarterly Date and on the earlier of the date the Commitments are terminated
and the Commitment Termination Date.
2.05 Lending Offices. The Loans of each Type made
by each Lender shall be made and maintained at such Lender's Applicable Lending
Office for Loans of such Type.
2.06 Several Obligations; Remedies Independent.
The failure of any Lender to make any Loan to be made by it on the date
specified therefor shall not relieve any other Lender of its obligation to make
its Loan on such date, but neither any Lender nor any Agent shall be
responsible for the failure of any other Lender to make a Loan to be made by
such other Lender, and (except as otherwise provided in Section 4.06 hereof) no
Lender shall have any obligation to either Agent or any other Lender for the
failure by such Lender to make any Loan required to be made by such Lender.
The amounts payable by the Company at any time hereunder and under the
Revolving Credit Notes to each Lender shall be a separate and independent debt
and each Lender shall be entitled to protect and enforce its rights arising out
of this Agreement and the Revolving Credit Notes, and it shall not be
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necessary for any other Lender or any Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.
2.07 Revolving Credit Notes.
(a) The Loans made by each Lender shall be
evidenced by a single promissory note of the Company substantially in the form
of Exhibit A hereto, dated the date hereof, payable to such Lender in a
principal amount equal to the amount of its Commitment as originally in effect
and otherwise duly completed.
(b) The date, amount, Type, interest rate and
duration of Interest Period (if applicable) of each Loan made by each Lender to
the Company, and each payment made on account of the principal thereof, shall
be recorded by such Lender on its books and, prior to any transfer of the
Revolving Credit Note held by it, endorsed by such Lender on the schedule
attached to such Revolving Credit Note or any continuation thereof; provided
that the failure of such Lender to make any such recordation or endorsement
shall not affect the obligations of the Company to make a payment when due of
any amount owing hereunder or under such Revolving Credit Note in respect of
the Loans.
(c) No Lender shall be entitled to have its
Revolving Credit Note substituted or exchanged for any reason, or subdivided
for promissory notes of lesser denominations, except in connection with a
permitted assignment of all or any portion of such Lender's Commitment, Loans
and Revolving Credit Note pursuant to Section 11.06 hereof (and, if requested
by any Lender, the Company agrees to so exchange any Revolving Credit Note).
2.08 Prepayments and Conversions or Continuations
of Loans.
(a) Subject to Section 4.04 hereof, the Company
shall have the right to prepay Loans, or to Convert Loans of one Type into
Loans of another Type or Continue Loans of one Type as Loans of the same Type,
at any time or from time to time, provided that: (i) the Company shall give
the Administrative Agent notice of each such prepayment, Conversion or
Continuation as provided in Section 4.05 hereof (and, upon the date specified
in any such notice of prepayment, the amount to be prepaid shall become due and
payable hereunder), which notice shall, in the case of each Conversion or
Continuation, be accompanied by the certificate specified in said Section 4.05;
and (ii) any prepayment of or Conversion of any Eurodollar Loan on a day other
than the last
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day of an Interest Period for such Loan shall be subject to Section 5.05
hereof. Notwithstanding the foregoing, and without limiting the rights and
remedies of the Lenders under Section 9 hereof, in the event that any Event of
Default shall have occurred and be continuing, the Administrative Agent may
(and at the request of the Majority Lenders shall) suspend the right of the
Company to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as
a Eurodollar Loan, in which event all Loans shall be Converted (on the last
day(s) of the respective Interest Periods therefor) or Continued, as the case
may be, as Base Rate Loans.
(b) In the event that (i) on the date of any
borrowing, Conversion or Continuation (after giving effect thereto) or on any
Base Rate Continuation Date the Aggregate Projected Loan Amount determined as
of such date shall exceed $745,000,000 and (ii) such Aggregate Projected Loan
Amount shall not be reduced to or below $745,000,000 within three Business Days
after such date, the Company shall immediately prepay in full all of the Loans,
together with accrued interest thereon and all other amounts payable by the
Company hereunder and under the Revolving Credit Notes and the Commitments
shall automatically be terminated.
Section 3. Payments of Principal and Interest.
3.01 Repayment of Loans. The Company hereby
promises to pay to the Administrative Agent for account of each Lender the
entire outstanding principal amount of such Lender's Loans, and each Loan shall
mature, on the Commitment Termination Date.
3.02 Interest. The Company hereby promises to pay
to the Administrative Agent for account of each Lender interest on the unpaid
principal amount of each Loan made by such Lender for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:
(a) during such periods as such Loan is a Base Rate
Loan, the Base Rate (as in effect from time to time) and
(b) during such periods as such Loan is a
Eurodollar Loan, for each Interest Period relating thereto, the
Eurodollar Rate for such Loan for such Interest Period plus the
Applicable Margin.
Notwithstanding the foregoing, the Company hereby promises to pay to the
Administrative Agent for account of each Lender interest
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<PAGE> 24
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at the applicable Post-Default Rate on any principal of any Loan made by such
Lender and on any other amount payable by the Company hereunder or under the
Revolving Credit Note held by such Lender to or for account of such Lender,
that shall not be paid in full when due (whether at stated maturity, by
acceleration or otherwise), for the period from and including the due date
thereof to but excluding the date the same is paid in full. Accrued interest
on each Loan shall be payable (i) in the case of a Base Rate Loan, quarterly on
the Quarterly Dates, (ii) in the case of a Eurodollar Loan, on the last day of
each Interest Period therefor and, if such Interest Period is longer than three
months, at three-month intervals following the first day of such Interest
Period, and (iii) in the case of any Loan, upon the payment or prepayment
thereof or the Conversion of such Loan to a Loan of another Type (but only on
the principal amount so paid, prepaid or Converted), except that interest
payable at the Post-Default Rate on any past due amount shall be payable from
time to time on demand. Promptly after the determination of any interest rate
provided for herein or any change therein, the Administrative Agent shall give
notice thereof to the Lenders to which such interest is payable and to the
Company.
Section 4. Payments; Pro Rata Treatment;
Computations; Etc.
4.01 Payments.
(a) Except to the extent otherwise provided herein,
all payments of principal, interest and other amounts to be made by the Company
under this Agreement and the Revolving Credit Notes shall be made to the
Administrative Agent at an account in New York, New York specified by the
Administrative Agent in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, not later than 1:00 p.m. New York time on
the date on which such payment shall become due (each such payment made after
such time on such due date to be deemed to have been made on the next
succeeding Business Day).
(b) Any Lender for whose account any such payment
is to be made may (but shall not be obligated to) debit the amount of any such
payment that is not made by such time to any ordinary deposit account of the
Company with such Lender (with notice to the Company and the Administrative
Agent).
(c) The Company shall, at the time of making each
payment under this Agreement or any Revolving Credit Note for account of any
Lender, specify to the Administrative Agent (which
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<PAGE> 25
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shall so notify the intended recipient(s) thereof) the Loans or other amounts
payable by the Company hereunder to which such payment is to be applied (and in
the event that the Company fails to so specify, or if an Event of Default has
occurred and is continuing, the Administrative Agent may distribute such
payment to the Lenders for application in such manner as it or the Majority
Lenders, subject to Section 4.02 hereof, may determine to be appropriate).
(d) Each payment received by the Administrative
Agent under this Agreement or any Revolving Credit Note for account of any
Lender shall be paid by the Administrative Agent promptly to such Lender, in
immediately available funds, for account of such Lender's Applicable Lending
Office for the Loan or other obligation in respect of which such payment is
made.
(e) If the due date of any payment under this
Agreement or any Revolving Credit Note would otherwise fall on a day that is
not a Business Day, such date shall be extended to the next succeeding Business
Day, and interest shall be payable for any principal so extended for the period
of such extension.
4.02 Pro Rata Treatment. Except to the extent
otherwise provided herein: (a) each borrowing from the Lenders under Section
2.01 hereof shall be made from the Lenders, each payment of commitment fee
under Section 2.04 hereof shall be made for account of the Lenders, and each
termination or reduction of the amount of the Commitments under Section 2.03
hereof shall be applied to the respective Commitments of the Lenders, pro rata
according to the amounts of their respective Commitments; (b) except as
otherwise provided in Section 5.04 hereof, Eurodollar Loans having the same
Interest Period shall be allocated pro rata among the Lenders according to the
amounts of their respective Commitments (in the case of the making of Loans) or
their respective Loans (in the case of Conversions and Continuations of Loans);
(c) each payment or prepayment of principal of Loans by the Company shall be
made for account of the Lenders pro rata in accordance with the respective
unpaid principal amounts of the Loans held by them; and (d) each payment of
interest on Loans by the Company shall be made for account of the Lenders pro
rata in accordance with the amounts of interest on such Loans then due and
payable to the respective Lenders.
4.03 Computations. Interest on Eurodollar Loans
and commitment fee shall be computed on the basis of a year of 360 days and
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable and interest on Base Rate Loans shall
be computed on the basis of
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a year of 365 or 366 days, as the case may be, and actual days elapsed
(including the first day but excluding the last day) occurring in the period
for which payable. Notwithstanding the foregoing, for each day that the Base
Rate is calculated by reference to the Federal Funds Rate, interest on Base
Rate Loans shall be computed on the basis of a year of 360 days and actual days
elapsed.
4.04 Minimum Amounts. Except for Conversions or
prepayments made pursuant to Section 5.04 hereof, each borrowing, Conversion,
Continuation and partial prepayment of principal of Loans shall be in an
aggregate amount at least equal to $10,000,000 or a larger multiple of
$1,000,000 (borrowings, Conversions, Continuations or prepayments of or into
Loans of different Types or, in the case of Eurodollar Loans, having different
Interest Periods at the same time hereunder to be deemed separate borrowings,
Conversions, Conversions and prepayments for purposes of the foregoing, one for
each Type or Interest Period), provided that the aggregate principal amount of
Eurodollar Loans having the same Interest Period shall be in an amount at least
equal to $20,000,000 or a larger multiple of $5,000,000 and, if any Eurodollar
Loans would otherwise be in a lesser principal amount for any period, such
Loans shall be Base Rate Loans during such period.
4.05 Certain Notices. Notices by the Company to
the Administrative Agent of terminations or reductions of the Commitments and
of borrowings, Conversions, Continuations and optional prepayments of Loans, of
Types of Loans and of the duration of Interest Periods shall be irrevocable and
shall be effective only if received by the Administrative Agent not later than
10:00 a.m. New York time on the number of Business Days prior to the date of
the relevant termination, reduction, borrowing, Conversion, Continuation or
prepayment or the first day of such Interest Period specified below:
<TABLE>
<CAPTION>
Number of
Business
Notice Days Prior
------ ----------
<S> <C>
Termination or reduction
of Commitments 3
Borrowing or prepayment of,
or Conversions into,
Base Rate Loans same day
Borrowing or prepayment of,
Conversions into, Continuations
as, or duration of Interest
Period for, Eurodollar Loans 3
</TABLE>
Credit Agreement
<PAGE> 27
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Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or optional prepayment shall specify the Loans to be
borrowed, Converted, Continued or prepaid and the amount (subject to Section
4.04 hereof) and Type of each Loan to be borrowed, Converted, Continued or
prepaid and the date of borrowing, Conversion, Continuation or optional
prepayment (which shall be a Business Day), and each such notice of borrowing,
Conversion or Continuation, as the case may be, shall be accompanied by a
certificate of the Company setting forth in reasonable detail the calculation
of the Aggregate Projected Loan Amount as of the date of such borrowing,
Conversion or Continuation, as the case may be. Each such notice of the
duration of an Interest Period shall specify the Loans to which such Interest
Period is to relate. The Administrative Agent shall promptly notify the
Lenders of the contents of each notice referred to in this Section 4.05. In the
event that the Company fails to select the Type of Loan, or the duration of any
Interest Period for any Eurodollar Loan, within the time period and otherwise
as provided in this Section 4.05, such Loan (if outstanding as a Eurodollar
Loan) will be automatically Converted into a Base Rate Loan on the last day of
the then current Interest Period for such Loan or (if outstanding as a Base
Rate Loan) will remain as, or (if not then outstanding) will be made as, a Base
Rate Loan. In addition, not later than 10:00 a.m. New York time on each Base
Rate Continuation Date the Company shall deliver to the Administrative Agent a
certificate of the Company setting forth in reasonable detail the calculation
of the Aggregate Projected Loan Amount as of such date.
4.06 Non-Receipt of Funds by the Administrative Agent. Unless the
Administrative Agent shall have been notified by a Lender or the Company (the
"Payor") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be
made by such Lender hereunder or (in the case of the Company) a payment to the
Administrative Agent for account of one or more of the Lenders hereunder (such
payment being herein called the "Required Payment"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made
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available together with interest thereon in respect of each day during the
period commencing on the date (the "Advance Date") such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day and, if such recipient(s) shall fail promptly to make such payment,
the Administrative Agent shall be entitled to recover such amount, on demand,
from the Payor, together with interest as aforesaid, provided that if neither
the recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:
(i) if the Required Payment shall represent a payment to be
made by the Company to the Lenders, the Company and the recipient(s)
shall each be obligated retroactively to the Advance Date to pay
interest in respect of the Required Payment at the Post-Default Rate
(without duplication of the obligation of the Company under Section
3.02 hereof to pay interest on the Required Payment at the
Post-Default Rate), it being understood that the return by the
recipient(s) of the Required Payment to the Administrative Agent shall
not limit such obligation of the Company under said Section 3.02 to
pay interest at the Post-Default Rate in respect of the Required
Payment; and
(ii) if the Required Payment shall represent proceeds of a
Loan to be made by a Lender to the Company, the Payor and the Company
shall each be obligated retroactively to the Advance Date to pay
interest in respect of the Required Payment pursuant to whichever of
the rates specified in Section 3.02 hereof is applicable to the Type
of such Loan, it being understood that the return by the Company of
the Required Payment to the Administrative Agent shall not limit any
claim the Company may have against the Payor in respect of such
Required Payment.
4.07 Sharing of Payments, Etc.
(a) The Company agrees that, in addition to (and without
limitation of) any right of set-off, banker's lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option (to the fullest
extent permitted by law), to set off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for
the credit or account of the Company at any of its offices,
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in Dollars or in any other currency, against any principal of or interest on
any of such Lender's Loans or any other amount payable to such Lender
hereunder, that is not paid when due (regardless of whether such deposit or
other indebtedness is then due to the Company), in which case it shall promptly
notify the Company and the Administrative Agent thereof, provided that such
Lender's failure to give such notice shall not affect the validity thereof.
(b) If any Lender shall obtain from the Company payment of
any principal of or interest on any Loan owing to it or payment of any other
amount under this Agreement or any other Credit Document through the exercise
of any right of set-off, banker's lien or counterclaim or similar right or
otherwise (other than from the Administrative Agent as provided herein), and,
as a result of such payment, such Lender shall have received a greater
percentage of the principal of or interest on the Loans or such other amounts
then due hereunder or thereunder by the Company to such Lender than the
percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans or such other amounts, respectively,
owing to such other Lenders (or in interest due thereon, as the case may be) in
such amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses that may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal of and/or interest on the Loans or such other amounts,
respectively, owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.
(c) The Company agrees that any Lender so purchasing such a
participation (or direct interest) may exercise all rights of set-off, banker's
lien, counterclaim or similar rights with respect to such participation as
fully as if such Lender were a direct holder of Loans or other amounts (as the
case may be) owing to such Lender in the amount of such participation (and the
Company's obligations will be reduced accordingly).
(d) Nothing contained herein shall require any Lender to
exercise any such right or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of the Company. If, under any applicable
bankruptcy, insolvency
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or other similar law, any Lender receives a secured claim in lieu of a set-off
to which this Section 4.07 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section 4.07 to
share in the benefits of any recovery on such secured claim.
Section 5. Yield Protection, Etc.
5.01 Additional Costs.
(a) The Company shall pay directly to each Lender from time
to time such amounts as such Lender may determine to be necessary to compensate
such Lender for any costs that such Lender determines are attributable to its
making or maintaining of any Eurodollar Loans or its obligation to make any
Eurodollar Loans hereunder, or any reduction in any amount receivable by such
Lender hereunder in respect of any of such Loans or such obligation, resulting
from any Regulatory Change that:
(i) shall subject any Lender (or its Applicable Lending
Office for any of such Loans) to any tax, duty or other charge in
respect of such Loans or its Revolving Credit Note or change the basis
of taxation of any amounts payable to such Lender under this Agreement
or its Revolving Credit Note in respect of any of such Loans
(excluding changes in the taxation of the overall net income of such
Lender or of such Applicable Lending Office by the jurisdiction in
which such Lender has its principal office or such Applicable Lending
Office), provided that this Section 5.01(a)(i) shall not apply to any
amounts excluded pursuant to the proviso to Section 5.06(a) hereof; or
(ii) imposes or modifies any reserve, special deposit or
similar requirements (other than the Reserve Requirement utilized in
the determination of the Eurodollar Rate for such Loan) relating to
any extensions of credit or other assets of, or any deposits with or
other liabilities of, such Lender (including, without limitation, any
of such Loans or any deposits referred to in the definition of
"Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of
such Lender (including, without limitation, the Commitment of such
Lender hereunder); or
(iii) imposes any other condition affecting this Agreement
or its Revolving Credit Note (or any of such extensions of credit or
liabilities) or its Commitment.
Credit Agreement
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If any Lender requests compensation from the Company under this Section
5.01(a), the Company may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar
Loans, until the Regulatory Change giving rise to such request ceases to be in
effect (in which case the provisions of Section 5.04 hereof shall be
applicable), provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested.
(b) Without limiting the effect of the foregoing provisions
of this Section 5.01 (but without duplication), the Company shall pay directly
to each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender (or, without duplication,
the bank holding company of which such Lender is a subsidiary) for any costs
that it determines are attributable to the maintenance by such Lender (or any
Applicable Lending Office or such bank holding company), pursuant to any law or
regulation or any interpretation, directive or request (whether or not having
the force of law and whether or not failure to comply therewith would be
unlawful) of any court or Governmental Authority (i) following any Regulatory
Change or (ii) implementing any risk-based capital guideline or other
requirement (whether or not having the force of law and whether or not the
failure to comply therewith would be unlawful) hereafter issued by any
Governmental Authority implementing at the national level the Basle Accord, of
capital in respect of its Commitment or Loans (such compensation to include,
without limitation, an amount equal to any reduction of the rate of return on
assets or equity of such Lender (or any Applicable Lending Office or such bank
holding company) to a level below that which such Lender (or any Applicable
Lending Office or such bank holding company) could have achieved but for such
law, regulation, interpretation, directive or request).
(c) Each Lender shall notify the Company of any event
occurring after the date hereof entitling such Lender to compensation under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in
any event within 45 days, after such Lender obtains actual knowledge thereof;
provided that (i) if any Lender fails to give such notice within 45 days after
it obtains actual knowledge of such an event, such Lender shall, with respect
to compensation payable pursuant to this Section 5.01 in respect of any costs
resulting from such event, only be entitled to payment under this Section 5.01
for costs incurred from and after the date 45 days prior to the date that such
Lender does give such notice and (ii) each Lender will
Credit Agreement
<PAGE> 32
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designate a different Applicable Lending Office for the Loans of such Lender
affected by such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender, except that such Lender shall have
no obligation to designate an Applicable Lending Office located in the United
States of America. Each Lender will furnish to the Company a certificate
setting forth the basis and amount of each request by such Lender for
compensation under paragraph (a) or (b) of this Section 5.01. Determinations
and allocations by any Lender for purposes of this Section 5.01 of the effect
of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of
the effect of capital maintained pursuant to paragraph (b) of this Section
5.01, on its costs or rate of return of maintaining Loans or its obligation to
make Loans, or on amounts receivable by it in respect of Loans, and of the
amounts required to compensate such Lender under this Section 5.01, shall be
conclusive, provided that such determinations and allocations are made on a
reasonable basis.
5.02 Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any
Eurodollar Base Rate for any Interest Period:
(a) the Administrative Agent determines, which determination
shall be conclusive, that quotations of interest rates for the
relevant deposits referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof are not being provided in the relevant
amounts or for the relevant maturities for purposes of determining
rates of interest for Eurodollar Loans as provided herein; or
(b) the Majority Lenders determine, which determination shall
be conclusive, and notify the Administrative Agent that the relevant
rates of interest referred to in the definition of "Eurodollar Base
Rate" in Section 1.01 hereof upon the basis of which the rate of
interest for Eurodollar Loans for such Interest Period is to be
determined are not likely adequately to cover the cost to such Lenders
of making or maintaining Eurodollar Loans for such Interest Period;
then the Administrative Agent shall give the Company and each Lender prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans, and the
Company
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shall, on the last day(s) of the then current Interest Period(s) for the
outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans
into Base Rate Loans in accordance with Section 2.08 hereof.
5.03 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain
Eurodollar Loans hereunder (and, in the sole opinion of such Lender, the
designation of a different Applicable Lending Office would either not avoid
such unlawfulness or would be disadvantageous to such Lender), then such Lender
shall promptly notify the Company thereof (with a copy to the Administrative
Agent) and such Lender's obligation to make or Continue, or to Convert Loans of
any other Type into, Eurodollar Loans shall be suspended until such time as
such Lender may again make and maintain Eurodollar Loans (in which case the
provisions of Section 5.04 hereof shall be applicable).
5.04 Treatment of Affected Loans. If the obligation of any
Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans
into, Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03
hereof, such Lender's Eurodollar Loans shall be automatically Converted into
Base Rate Loans on the last day(s) of the then current Interest Period(s) for
Eurodollar Loans (or, in the case of a Conversion resulting from a circumstance
described in Section 5.03 hereof, on such earlier date as such Lender may
specify to the Company with a copy to the Administrative Agent) and, unless and
until such Lender gives notice as provided below that the circumstances
specified in Section 5.01 or 5.03 hereof that gave rise to such Conversion no
longer exist:
(a) to the extent that such Lender's Eurodollar Loans have
been so Converted, all payments and prepayments of principal that
would otherwise be applied to such Lender's Eurodollar Loans shall be
applied instead to its Base Rate Loans; and
(b) all Loans that would otherwise be made or Continued by
such Lender as Eurodollar Loans shall be made or Continued instead as
Base Rate Loans, and all Base Rate Loans of such Lender that would
otherwise be Converted into Eurodollar Loans shall remain as Base Rate
Loans.
If such Lender gives notice to the Company with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of
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such Lender's Eurodollar Loans pursuant to this Section 5.04 no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to
exist) at a time when Eurodollar Loans made by other Lenders are outstanding,
such Lender's Base Rate Loans shall be automatically Converted, on the first
day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Base Rate and Eurodollar Loans are allocated among the Lenders ratably (as
to principal amounts, Types and Interest Periods) in accordance with their
respective Commitments.
5.05 Compensation. The Company shall pay to the
Administrative Agent for account of each Lender, upon the request of such
Lender through the Administrative Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Lender) to compensate it for any
loss (other than lost profit), cost or expense that such Lender reasonably
determines is attributable to:
(a) any payment, prepayment or Conversion of a Eurodollar
Loan made by such Lender for any reason (including, without
limitation, the acceleration of the Loans pursuant to Section 9
hereof) on a date other than the last day of the Interest Period for
such Loan; or
(b) any failure by the Company for any reason (including,
without limitation, the failure of any of the conditions precedent
specified in Section 6 hereof to be satisfied) to borrow a Eurodollar
Loan from such Lender on the date for such borrowing specified in the
relevant notice of borrowing given pursuant to Section 2.02 hereof.
Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein (but excluding the Applicable Margin, if any) over (ii) the amount
of interest that otherwise would have accrued on such principal amount at a
rate per annum equal to the interest component of the amount such Lender would
have bid in the London interbank market for Dollar deposits of leading banks in
amounts
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comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Lender), or if such Lender shall cease
to make such bids, the equivalent rate, as reasonably determined by such
Lender, derived from Telerate Access Service Page 3750 (British Bankers
Association Settlement Rate) or other publicly available source as described in
the definition of "Eurodollar Base Rate" in Section 1.01 hereof).
5.06 U.S. Taxes.
(a) The Company agrees to pay to each Lender that is not a
U.S. Person such additional amounts as are necessary in order that the net
payment of any amount due to such non-U.S. Person hereunder after deduction for
or withholding in respect of any U.S. Taxes imposed with respect to such
payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S.
Person), will not be less than the amount stated herein to be then due and
payable, provided that the foregoing obligation to pay such additional amounts
shall not apply:
(i) to any payment to any Lender hereunder unless such
Lender is, on the date hereof (or on the date it becomes a Lender
hereunder as provided in Section 11.06(b) hereof) and on the date of
any change in the Applicable Lending Office of such Lender, entitled
to submit either a Form 1001 (relating to such Lender and entitling it
to a complete exemption from withholding on all interest to be
received by it hereunder in respect of the Loans) or Form 4224
(relating to all interest to be received by such Lender hereunder in
respect of the Loans), or
(ii) to any U.S. Taxes to the extent imposed by reason of the
failure by such non-U.S. Person to comply with applicable
certification, information, documentation or other reporting
requirements concerning the nationality, residence, identity or
connections with the United States of America of such non-U.S. Person
if such compliance is required by statute or regulation of the United
States of America as a precondition to reduction of or relief or
exemption from such U.S. Taxes.
For the purposes of this Section 5.06(a), (A) "U.S. Person" shall mean a
citizen, national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to U.S. Federal income taxation regardless of the source of its income,
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(B) "U.S. Taxes" shall mean any present or future tax, assessment or other
charge or levy imposed by or on behalf of the United States of America or any
taxing authority thereof or therein, (C) "Form 1001" shall mean Form 1001
(Ownership, Exemption, or Reduced Rate Certificate) of the Department of the
Treasury of the United States of America and (D) "Form 4224" shall mean Form
4224 (Exemption from Withholding of Tax on Income Effectively Connected with
the Conduct of a Trade or Business in the United States) of the Department of
the Treasury of the United States of America (or in relation to either such
Form such successor and related forms as may from time to time be adopted by
the relevant taxing authorities of the United States of America to document a
claim to which such Form relates). Each of the Forms referred to in the
foregoing clauses (C) and (D) shall include such successor and related forms as
may from time to time be adopted by the relevant taxing authorities of the
United States of America to document a claim to which such Form relates.
(b) Within 30 days after paying any amount to the
Administrative Agent or any Lender from which it is required by law to make any
deduction or withholding, and within 30 days after it is required by law to
remit such deduction or withholding to any relevant taxing or other authority,
the Company shall deliver to the Administrative Agent for delivery to such
non-U.S. Person evidence satisfactory to such Person of such deduction,
withholding or payment (as the case may be).
5.07 Replacement of Lenders. If any Lender requests
compensation pursuant to Section 5.01 or 5.06 hereof, or any Lender's
obligation to make or Continue, or to Convert Loans of any Type into, the other
Type of Loan shall be suspended pursuant to Section 5.01 or 5.03 hereof (any
such Lender requesting such compensation, or whose obligations are so
suspended, being herein called a "Requesting Lender"), the Company, upon three
Business Days' notice, may require that such Requesting Lender transfer all of
its right, title and interest under this Agreement and such Requesting Lender's
Revolving Credit Note to any bank or other financial institution (a "Proposed
Lender") identified by the Company that is satisfactory to the Administrative
Agent (i) if such Proposed Lender agrees to assume all of the obligations of
such Requesting Lender hereunder, and to purchase all of such Requesting
Lender's Loans hereunder for consideration equal to the aggregate outstanding
principal amount of such Requesting Lender's Loans, together with interest
accrued thereon to the date of such purchase, and satisfactory arrangements are
made for payment to such Requesting Lender of all other amounts payable
hereunder to such Requesting Lender on or prior to the date of such transfer
(including any fees accrued hereunder and
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any amounts that would be payable under Section 5 hereof as if all of such
Requesting Lender's Loans were being prepaid in full on such date) and (ii) if
such Requesting Lender has requested compensation pursuant to Section 5.01 or
5.06 hereof, such Proposed Lender's aggregate requested compensation, if any,
pursuant to said Section 5.01 or 5.06 with respect to such Requesting Lender's
Loans is lower than that of the Requesting Lender. Subject to the provisions
of Section 11.06(b) hereof, such Proposed Lender shall be a "Lender" for all
purposes hereunder. Without prejudice to the survival of any other agreement
of the Company hereunder the agreements of the Company contained in Sections
5.01, 5.06 and 11.03 hereof (without duplication of any payments made to such
Requesting Lender by the Company or the Proposed Lender) shall survive for the
benefit of such Requesting Lender under this Section 5.07 with respect to the
time prior to such replacement.
Section 6. Conditions Precedent.
6.01 Effectiveness. The effectiveness of this Agreement is
subject to the conditions precedent that the Agents shall have received the
following documents, each of which shall be satisfactory to the Agents (and to
the extent specified below, to the Lenders) in form and substance:
(a) Charter Documents. Certified copies of the LLC Agreement
and of the certificate of incorporation and by-laws of Motorola, and
of all corporate or other authority for each Credit Party (including,
without limitation, board of directors resolutions and evidence of the
incumbency, including specimen signatures, of officers) with respect
to the execution, delivery and performance of such of the Credit
Documents to which each Credit Party is intended to be a party and
each other document to be delivered by such Credit Party from time to
time in connection herewith or therewith and the Loans hereunder (and
each Agent and each Lender may conclusively rely on such certificate
until it receives notice in writing from the respective Credit Party
to the contrary).
(b) Revolving Credit Notes. A Revolving Credit Note, duly
completed and executed for each Lender.
(c) Motorola Guarantee Agreement. The Motorola Guarantee
Agreement, duly executed and delivered by Motorola and the
Administrative Agent.
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(d) Company Officer's Certificate. A certificate of a
senior officer of the Company, dated the Closing Date, to the effect
that:
(i) no Company Default shall have occurred and be
continuing; and
(ii) the representations and warranties made by the
Company in Section 7 hereof shall be true and complete on and
as of the Closing Date with the same force and effect as if
made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a
specific date, as of such specific date).
(e) Motorola Officer's Certificate. A certificate of a
senior officer of Motorola, dated the Closing Date, to the effect
that:
(i) no Motorola Default shall have occurred and be
continuing; and
(ii) the representations and warranties made by
Motorola in Section 3 of the Motorola Guarantee Agreement
shall be true and complete on and as of the Closing Date with
the same force and effect as if made on and as of such date
(or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such
specific date).
(f) Opinion of Counsel to the Company. An opinion, dated the
Closing Date, of Sullivan & Cromwell, counsel to the Company,
substantially in the form of Exhibit C hereto and covering such other
matters as any Agent or any Lender may reasonably request (and the
Company hereby instructs such counsel to deliver such opinion to the
Lenders and the Agents).
(g) Opinions of Counsel to Motorola. (i) An opinion, dated
the Closing Date, of James Markey, Esq., counsel to Motorola, and (ii)
an opinion, dated the Closing Date, of Kirkland & Ellis, special New
York counsel to Motorola, substantially in the forms of Exhibits D-1
and D-2 hereto, respectively, and covering such other matters as any
Agent or any Lender may reasonably request (and Motorola hereby
instructs such counsel to deliver such opinions to the Lenders and the
Agents).
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(h) Opinion of Special New York Counsel to Global Arrangers.
An opinion, dated the Closing Date, of Milbank, Tweed, Hadley &
McCloy, special New York counsel to the Global Arrangers,
substantially in the form of Exhibit E hereto (and the Global
Arrangers hereby instruct such counsel to deliver such opinion to the
Lenders and the Agents).
(i) Other Documents. Such other documents as any Agent or
any Lender or special New York counsel to the Global Arrangers may
reasonably request.
The effectiveness of this Agreement is also subject to the payment by the
Company of such fees and expenses as the Company shall have agreed to pay or
deliver to the Global Arrangers, any Lender and/or any Agent in connection
herewith, including, without limitation, the reasonable fees and expenses of
Milbank, Tweed, Hadley & McCloy, special New York counsel to the Global
Arrangers, in connection with the negotiation, preparation, execution and
delivery of this Agreement, the Revolving Credit Notes and the other Credit
Documents and the making of the Loans hereunder (to the extent that statements
for such fees and expenses have been delivered to the Company).
6.02 Initial and Subsequent Loans. The obligation of the
Lenders to make any Loan to the Company upon the occasion of each borrowing
hereunder (including the initial borrowing) is subject to the further
conditions precedent that, both immediately prior to the making of such Loan
and also after giving effect thereto and to the intended use thereof:
(a) no Company Default shall have occurred and be continuing;
(b) the representations and warranties made by the Company in
Section 7 hereof shall be true and complete on and as of the date of
the making of such Loan with the same force and effect as if made on
and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date);
(c) no Motorola Default shall have occurred and be
continuing;
(d) the representations and warranties made by Motorola in
Section 3 of the Motorola Guarantee Agreement shall be true and
complete on and as of the date of the
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making of such Loan with the same force and effect as if made on and
as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date); and
(e) the Aggregate Projected Loan Amount, determined as of
such borrowing date (after giving effect to such borrowing), shall not
exceed $745,000,000.
Each notice of borrowing by the Company hereunder shall constitute a
certification (i) by the Company to the effect set forth in clauses (a), (b)
and (e) above and (ii) by Motorola to the effect set forth in clauses (c) and
(d) of the preceding sentence (in each case, both as of the date of such notice
and, unless the Company or Motorola, respectively, otherwise notifies the
Administrative Agent prior to the date of such borrowing, as of the date of
such borrowing).
Section 7. Representations and Warranties. The Company
represents and warrants to the Agents and the Lenders that:
7.01 Legal Existence. Each of the Company and its
Subsidiaries: (a) is a limited liability company, corporation, partnership or
other entity duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization; (b) has all requisite corporate
or other power, and has all material Governmental Approvals necessary, to own
its assets and carry on its business as now being or as proposed to be
conducted with such exceptions as could not reasonably be likely (either
individually or in the aggregate) to have a Material Adverse Effect; and (c) is
qualified to do business and is in good standing in all jurisdictions in which
the nature of the business conducted by it makes such qualification necessary
and where failure so to qualify could reasonably be likely (either individually
or in the aggregate) to have a Material Adverse Effect.
7.02 Financial Condition. The Company has heretofore
furnished to each of the Lenders the balance sheet of the Company as at
December 31, 1995 and the related statements of income, retained earnings and
cash flows of the Company for the fiscal year ended on said date, with the
opinion thereon of KPMG Peat Marwick LLP, and the unaudited balance sheet of
the Company as at June 30, 1996 and the related statements of income, retained
earnings and cash flows of the Company for the six-month period ended on such
date. All such financial statements present
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fairly, in all material respects, the financial condition of the Company, as at
said dates and the results of its operations for the fiscal year and six-month
period ended on said dates (subject, in the case of such financial statements
as at June 30, 1996, to normal year-end audit adjustments), all in accordance
with generally accepted accounting principles and practices applied on a
consistent basis. Since December 31, 1995, there has been no material adverse
change in the financial condition, operations or business of the Company from
that set forth in said financial statements as at said date, except such as
could not reasonably be likely (either individually or in the aggregate) to
have a Material Adverse Effect.
7.03 Litigation. Except as set forth in Schedule III hereto,
there are no legal or arbitral proceedings, or any proceedings by or before any
Governmental Authority, now pending or (to the knowledge of the Company)
threatened against the Company or any of its Subsidiaries that could reasonably
be likely (either individually or in the aggregate) to have a Material Adverse
Effect.
7.04 No Breach. None of the execution and delivery of the
Credit Documents to which it is a party, the consummation of the transactions
herein and therein contemplated or compliance with the terms and provisions
hereof and thereof will conflict with or result in a breach of, or require any
consent (other than any consent which has been obtained and is in full force
and effect) under, the LLC Agreement, or any applicable law or regulation, or
any order, writ, injunction or decree of any court or Governmental Authority,
or any agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which any of them or any of their Property is bound or to
which any of them is subject, or constitute a default under any such agreement
or instrument, or result in the creation or imposition of any Lien upon any
Property of the Company or any of its Subsidiaries pursuant to the terms of any
such agreement or instrument (other than any Liens in favor of Motorola).
7.05 Action. The Company has all necessary power, authority
and legal right to execute, deliver and perform its obligations under each of
the Credit Documents to which it is a party; the execution, delivery and
performance by the Company of each of the Credit Documents to which it is a
party have been duly authorized by all necessary action on its part (including,
without limitation, any required member or shareholder approvals); and this
Agreement has been duly and validly executed and delivered by the Company and
constitutes, and each of the Revolving Credit Notes when executed and delivered
for value will
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constitute, its legal, valid and binding obligation, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights.
7.06 Approvals. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority, or any
securities exchange, are necessary for the execution, delivery or performance
by the Company of any of the Credit Documents to which it is a party or for the
legality, validity or enforceability hereof or thereof.
7.07 Use of Credit. Neither the Company nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of
the Loans hereunder will be used to buy or carry any Margin Stock.
7.08 ERISA. Each Plan, and, to the knowledge of the Company,
each Multiemployer Plan, of the Company is in material compliance with, and has
been administered in material compliance with, the applicable provisions of
ERISA, the U.S. Tax Code and any other U.S. Federal or State law. No event or
condition has occurred and is continuing as to which the Company would be under
an obligation to furnish a report to the Administrative Agent under Section
8.01(d) hereof (other than any event or condition as to which a report has been
given).
7.09 Taxes. The Company and its Subsidiaries have filed all
U.S. Federal income tax returns and all other material tax returns and
information statements that are required to be filed by them and have paid all
taxes due pursuant to such returns or pursuant to any assessment received by
the Company or any of its Subsidiaries, except for any such tax being contested
in good faith and by proper proceedings and as to which adequate reserves have
been set aside by the Company in accordance with GAAP. The charges, accruals
and reserves on the books of the Company and its Subsidiaries in respect of
taxes and other governmental charges are, in the opinion of the Company,
adequate.
7.10 Investment Company Act. Neither the Company nor any of
its Subsidiaries is an "investment company", or a company "controlled" by a
company registered as an "investment company", as such terms are defined in the
Investment Company Act of 1940, as amended.
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7.11 Public Utility Holding Company Act. Neither the Company
nor any of its Subsidiaries is a "holding company", or an "affiliate" of a
"holding company" or a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.
7.12 Capitalization. The Company has heretofore delivered to
the Agents a true and complete copy of the LLC Agreement. The only members of
the Company on the date hereof are identified in Part A of Schedule IV hereto.
As of the date hereof, (a) except as identified in Part B of Schedule IV
hereto, there are no outstanding Equity Rights with respect to the Company and
(b) except as identified in said Part B, there are no outstanding obligations
of the Company or any of its Subsidiaries to repurchase, redeem, or otherwise
acquire any equity interests of the Company nor are there any outstanding
obligations of the Company or any of its Subsidiaries to make payments to any
Person, such as "phantom stock" payments, where the amount thereof is
calculated with reference to the fair market value or equity value of the
Company or any of its Subsidiaries.
7.13 Subsidiaries and Certain Investments. Set forth in (a)
Part A of Schedule V hereto is a complete and correct list of all Subsidiaries
of the Company on the date hereof and (b) Part B of Schedule V hereto is a
complete and correct list of all Investments (other than Permitted Investments
and Investments identified in said Part A) held by the Company or any of its
Subsidiaries in any Person on the date hereof and, for each such Investment,
the identity of the Person or Persons holding such Investment and the nature of
such Investment.
7.14 True and Complete Disclosure. The information, reports,
financial statements, exhibits and schedules (other than projections) furnished
in writing by or on behalf of the Company to any Agent or any Lender in
connection with the negotiation, preparation or delivery of this Agreement and
the other Credit Documents or included herein or therein or delivered pursuant
hereto or thereto (other than projections), when taken as a whole (together
with the Information Memorandum) do not contain any untrue statement of
material fact or omit to state any material fact necessary to make the
statements herein or therein, in light of the circumstances under which they
were made, not misleading. The projections, estimates and/or pro forma
financial statements furnished by or on behalf of the Company to the Agents or
any Lender in connection with the negotiation, execution and delivery of this
Agreement and the other Credit Documents or included herein or therein or
delivered pursuant hereto or thereto, have been prepared by the Company in good
faith on the basis of
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information and assumptions that the Company believed to be reasonable as of
the date of such information. All written information furnished after the date
hereof by the Company and its Subsidiaries to the Agents and the Lenders in
connection with this Agreement and the other Credit Documents and the
transactions contemplated hereby and thereby will not contain any untrue
statement of material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, or (in the case of projections, estimates and pro forma
financial statements) will be prepared in good faith on the basis of
information and assumptions believed by the Company to be reasonable as of the
date of such information. There is no fact known to the Company that could
reasonably be likely to have a Material Adverse Effect that has not been
disclosed herein, in the other Credit Documents or in a report, financial
statement, exhibit, schedule, disclosure letter or other writing furnished to
the Lenders for use in connection with the transactions contemplated hereby or
thereby.
Section 8. Covenants of the Company. The Company covenants
and agrees with the Lenders and the Agents that, so long as any Commitment or
Loan is outstanding and until payment in full of all amounts payable by the
Company hereunder:
8.01 Financial Statements Etc. The Company shall deliver to
the Administrative Agent:
(a) as soon as available and in any event within 60 days
after the end of each of the first three quarterly fiscal periods of
each fiscal year of the Company, consolidated statements of income,
retained earnings and cash flows of the Company and its Subsidiaries
for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related
consolidated balance sheet of the Company and its Subsidiaries as at
the end of such period, setting forth in each case in comparative form
the corresponding consolidated figures for the corresponding periods
in the preceding fiscal year (except that, in the case of balance
sheets, such comparison shall be to the last day of the prior fiscal
year), accompanied by a certificate of a senior financial officer of
the Company, which certificate shall state that said consolidated
financial statements present fairly, in all material respects, the
consolidated financial condition and results of operations of the
Company and its Subsidiaries, in each case in accordance with
generally
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accepted accounting principles, consistently applied, as at the end
of, and for, such period (subject to normal year-end audit
adjustments);
(b) as soon as available and in any event within 120 days
after the end of each fiscal year of the Company, consolidated
statements of income, retained earnings and cash flows of the Company
and its Subsidiaries for such fiscal year and the related consolidated
balance sheet of the Company and its Subsidiaries as at the end of
such fiscal year, setting forth in each case in comparative form the
corresponding consolidated figures for the preceding fiscal year (and
accompanied by an opinion thereon of KPMG Peat Marwick LLP or other
independent certified public accountants of recognized national
standing, which opinion shall state that said consolidated financial
statements present fairly, in all material respects, the consolidated
financial condition and results of operations of the Company and its
Subsidiaries as at the end of, and for, such fiscal year in accordance
with generally accepted accounting principles), in each case in
accordance with generally accepted accounting principles, consistently
applied, as at the end of, and for, such fiscal year;
(c) promptly upon their becoming available, copies of all
registration statements and regular periodic reports, if any, that the
Company shall have filed with the Securities and Exchange Commission
(or any governmental agency substituted therefor) or any national
securities exchange;
(d) promptly after the Company knows or has reason to believe
that any of the events or conditions specified below with respect to
any Plan or Multiemployer Plan of the Company (which events or
conditions, either individually or in the aggregate, could reasonably
be likely to have a Material Adverse Effect) has occurred or exists, a
statement signed by a senior financial officer of the Company setting
forth details respecting such event or condition and the action, if
any, that the Company or its ERISA Affiliate proposes to take with
respect thereto (and a copy of any report or notice filed with or
given to the PBGC by the Company or an ERISA Affiliate of the Company
with respect to such event or condition):
(i) any reportable event, as defined in Section 4043(c)
of ERISA and the regulations issued thereunder, with respect
to a Plan of the Company, as to which the PBGC has not by
regulation waived the
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requirement of Section 4043(a) of ERISA that it be notified
within 30 days of the occurrence of such event (provided that
a failure to meet the minimum funding standard of Section 412
of the U.S. Tax Code or Section 302 of ERISA, including,
without limitation, the failure to make on or before its due
date a required installment under Section 412(m) of the U.S.
Tax Code or Section 302(e) of ERISA, shall be a reportable
event regardless of the issuance of any waivers in accordance
with Section 412(d) of the U.S. Tax Code); and any request for
a waiver under Section 412(d) of the U.S. Tax Code for any
Plan of the Company;
(ii) the distribution under Section 4041 of ERISA of
a notice of intent to terminate any Plan of the Company or any
action taken by the Company or an ERISA Affiliate of the
Company to terminate any Plan of the Company (other than
pursuant to Section 4041(b) of ERISA);
(iii) the institution by the PBGC of proceedings
under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan of the
Company, or the receipt by the Company or any ERISA Affiliate
of the Company of a notice from a Multiemployer Plan of the
Company that such action has been taken by the PBGC with
respect to such Multiemployer Plan;
(iv) the complete or partial withdrawal from a
Multiemployer Plan of the Company by the Company or any ERISA
Affiliate of the Company that results in liability under
Section 4201 or 4204 of ERISA (including the obligation to
satisfy secondary liability as a result of a purchaser
default) or the receipt by the Company or any ERISA Affiliate
of the Company of notice from a Multiemployer Plan of the
Company that it is in reorganization or insolvency pursuant to
Section 4241 or 4245 of ERISA or that it intends to terminate
or has terminated under Section 4041A of ERISA;
(v) the institution of a proceeding by a fiduciary
of any Multiemployer Plan of the Company against the Company
or any ERISA Affiliate of the Company to enforce Section 515
of ERISA, which proceeding is not dismissed within 30 days;
and
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(vi) the adoption of an amendment to any Plan of the
Company that, pursuant to Section 401(a)(29) of the U.S. Tax
Code or Section 307 of ERISA, would result in the loss of
tax-exempt status of the trust of which such Plan is a part if
the Company or an ERISA Affiliate of the Company fails to
timely provide security to such Plan in accordance with the
provisions of said Sections;
(e) promptly after the Company knows or has reason to believe
that any Default has occurred, a notice of such Default describing the
same in reasonable detail and, together with such notice or as soon
thereafter as possible, a description of the action that the Company
has taken or proposes to take with respect thereto; and
(f) from time to time such other information regarding the
financial condition, operations or business of the Company or any of
its Subsidiaries as any Lender (through the Administrative Agent) or
any Agent may reasonably request.
The Company will furnish to the Administrative Agent, at the time it furnishes
each set of financial statements pursuant to paragraph (a) or (b) above, a
certificate of a senior financial officer of the Company (i) to the effect that
no Default has occurred and is continuing (or, if any Default has occurred and
is continuing, describing the same in reasonable detail and describing the
action that the Company has taken or proposes to take with respect thereto) and
(ii) setting forth in reasonable detail the computations, if any, necessary to
determine whether the Company is in compliance with Sections 8.07, 8.08 and
8.09 hereof as of the end of the respective quarterly fiscal period or fiscal
year. Upon receipt of any financial statement, notice or other information
from the Company under this Section 8.01, the Administrative Agent shall
promptly deliver a copy of the same to each of the Lenders.
8.02 Litigation. The Company will promptly give to each
Lender notice of all legal or arbitral proceedings, and of all proceedings by
or before any Governmental Authority, and any material development in respect
of such legal or other proceedings, affecting the Company or any of its
Subsidiaries, except proceedings that, if adversely determined, could not
reasonably be likely (either individually or in the aggregate) to have a
Material Adverse Effect. Without limiting the generality of the foregoing, the
Company will give to each Lender notice of the assertion of any environmental
matter by any Person against,
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or with respect to the activities of, the Company or any of its Subsidiaries
and notice of any alleged violation of or non-compliance with any Environmental
Laws or any permits, licenses or authorizations, other than any environmental
matter or alleged violation that, if adversely determined, could not reasonably
be likely (either individually or in the aggregate) to have a Material Adverse
Effect.
8.03 Existence, Etc. The Company will, and will cause each
of its Subsidiaries to:
(a) preserve and maintain its legal existence and all of its
material rights, privileges, licenses, approvals, consents and
franchises, including, without limitation, all material permits,
licenses and authorizations required from time to time to be obtained
under applicable Environmental Laws, provided that nothing in this
Section 8.03 shall prohibit any transaction expressly permitted under
Section 8.05 hereof;
(b) comply with the requirements of all applicable laws
(including, without limitation, Environmental Laws), rules,
regulations and orders of Governmental Authorities if failure to
comply with such requirements could reasonably be likely (either
individually or in the aggregate) to have a Material Adverse Effect;
(c) pay and discharge all material taxes, assessments and
governmental charges or levies imposed on it or on its income or
profits or on any of its Property prior to the date on which penalties
attach thereto, except for any such tax, assessment, charge or levy
the payment of which is being contested in good faith and by proper
proceedings and against which, in the opinion of the Company, adequate
reserves are being maintained;
(d) maintain all of its Properties used or useful in its
business in good working order and condition, ordinary wear and tear
excepted, provided that nothing in this Section 8.03(d) shall prevent
the Company or any of its Subsidiaries from discontinuing such
maintenance if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business and the business of any of
its Subsidiaries and not disadvantageous in any material respect to
the Lenders;
(e) keep adequate records and books of account, in which
complete entries will be made in accordance with
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generally accepted accounting principles consistently applied; and
(f) permit representatives of any Lender or any Agent, during
normal business hours and upon reasonable notice, to examine, copy and
make extracts from its books and records, to inspect any of its
Properties, and to discuss its business and affairs with its officers,
all to the extent reasonably requested by such Lender or Agent (as the
case may be).
8.04 Insurance. The Company will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, and with respect to Property and risks of a character
usually maintained by entities engaged in the same or similar business
similarly situated, against loss, damage and liability of the kinds and in the
amounts customarily maintained by such entities.
8.05 Prohibition of Fundamental Changes. The Company shall
not consolidate with or merge into any other Person or convey, transfer or
lease its Property substantially as an entirety to any Person, and the Company
shall not permit any Person to consolidate with or merge into it or convey,
transfer or lease its Property substantially as an entirety to it, except that
the Company may transfer all or substantially all of the assets of the Company
to a Wholly Owned Subsidiary (which, for this purpose, may include a limited
liability company which is at least 99% directly owned by the Company),
provided that, at the time of such transfer and after giving effect thereto,
(a) no Default shall have occurred and be continuing, (b) such Subsidiary shall
be organized under the laws of the United States or any State thereof, (c)
concurrently with such transfer, Motorola and the Administrative Agent shall
have entered into the amendments to the Motorola Guarantee Agreement referred
to in Section 4.07(a) thereof and (d) concurrently with such transfer, such
Subsidiary shall assume in writing all of the obligations of the Company under
this Agreement and the Revolving Credit Notes and the Company shall be released
therefrom, and thereafter (unless the context otherwise requires) references
herein or in the other Credit Documents to "the Company" shall be deemed to
refer to such Subsidiary (and the Company, such Subsidiary, the Lenders and the
Agents shall enter into such amendments to this Agreement as shall be
reasonably requested by the Administrative Agent or the Company to give effect
to the foregoing).
8.06 Limitation on Liens. The Company will not, nor will it
permit any of its Subsidiaries to, create, incur, assume
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or suffer to exist any Lien upon any of its Property, whether now owned or
hereafter acquired, except:
(a) Liens in existence on the date hereof and Liens in favor
of Motorola, the Company or any of its Subsidiaries;
(b) Liens imposed by any Governmental Authority for taxes,
assessments or charges not yet due or that are being contested in good
faith and by appropriate proceedings if, in the opinion of the
Company, adequate reserves with respect thereto are maintained on the
books of the Company or the affected Subsidiaries, as the case may be,
in accordance with GAAP;
(c) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, landlords' or other like Liens arising in the ordinary
course of business that are not overdue for a period of more than 30
days or that are being contested in good faith and by appropriate
proceedings and Liens securing judgments but only to the extent for an
amount and for a period not resulting in an Event of Default under
Section 9(e) hereof;
(d) pledges or deposits under worker's compensation,
unemployment insurance and other social security legislation;
(e) deposits to secure the performance of bids, trade
contracts (other than for Indebtedness), leases, utilities, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;
(f) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and
encumbrances consisting of zoning restrictions, easements, licenses,
restrictions on the use of Property or minor defects, irregularities
or imperfections in title, and encumbrances and statutory Liens, that,
in the aggregate, are not material in amount, and that do not in any
case materially detract from the value of the Property subject thereto
or interfere with the ordinary conduct of the business of the Company
or any of its Subsidiaries;
(g) Liens in favor of any Governmental Authority to secure
progress, advance or other payments, or pursuant to any contract,
license, permit or provision of any statute;
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(h) Liens on Property existing at the time of acquisition
thereof (including acquisition through merger or consolidation);
(i) bankers' Liens arising out of or with respect to the
credit balance maintained by the Company in one or more deposit
accounts to the extent not prohibited by Section 8.08 hereof;
(j) Liens on Property to secure the payment of all or any
part of the purchase price or construction cost thereof or to secure
any Indebtedness incurred prior to, at the time of, or within 180 days
after, the acquisition of such Property, the completion of any
construction or the commencement of full operation, for the purpose of
financing all or any part of the purchase price or construction cost
thereof;
(k) Liens in connection with any Capital Lease Obligation not
prohibited pursuant to Section 8.07 hereof; and
(l) any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of any
Lien referred to in the foregoing clauses (a) through (k), inclusive,
provided that such extension, renewal or replacement Lien shall be
limited to all or a part of the same Property secured by the Lien so
extended, renewed or replaced (plus improvements on such Property).
8.07 Indebtedness. The Company will not, nor will it permit
any of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:
(a) Indebtedness to the Lenders hereunder;
(b) Indebtedness outstanding on the date hereof and
identified in Schedule VI hereto;
(c) Indebtedness of the Company or any of its Subsidiaries to
Motorola;
(d) Indebtedness of Subsidiaries of the Company to the
Company or to other Subsidiaries of the Company;
(e) Indebtedness secured by a Lien permitted under Section
8.06 hereof;
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(f) Indebtedness that by its terms is subordinated in right
of payment to the Loans (the terms of which shall be approved by the
Global Arrangers, which approval shall not be unreasonably withheld);
(g) Indebtedness that by its terms ranks pari passu to the
Loans in right of payment, provided that, immediately after giving
effect to the incurrence of such Indebtedness and the receipt and
application of the proceeds thereof, the sum of the aggregate
outstanding principal amount of Indebtedness of the Company and its
Subsidiaries incurred pursuant to this Agreement and this paragraph
(g) would be less than $2,600,000,000;
(h) Indebtedness incurred or given in exchange for, or the
proceeds of which are used to, extend, refinance, renew, replace,
substitute, defease or refund any Indebtedness outstanding on the date
hereof or incurred by the Company or any of its Subsidiaries in
accordance with the terms of this Agreement (other than pursuant to
paragraph (c) of this Section 8.07), provided that such Indebtedness
does not exceed the amount of Indebtedness being so extended,
refinanced, renewed, replaced, substituted, defeased or refunded; and
(i) obligations of the Company in respect of (i) the Space
System Contract effective July 29, 1993, (ii) the Operations and
Maintenance Contract effective July 29, 1993 and (iii) the Terrestrial
Network Development Contract effective January 1, 1993, in each case
between the Company and Motorola and as amended and in effect from
time to time.
8.08 Investments. The Company will not, nor will it permit
any of its Subsidiaries to, make or permit to remain outstanding any
Investments except:
(a) Investments outstanding on the date hereof and identified
in Schedule V hereto;
(b) deposit accounts with banks;
(c) Permitted Investments;
(d) Investments by the Company and its Subsidiaries in the
Company and its Subsidiaries; and
(e) other Investments in an aggregate outstanding amount not
at any time exceeding $100,000,000 (measured by
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the amount of each such Investment as of the time such Investment is
made).
8.09 Restricted Payments. The Company will not, nor will it
permit any of its Subsidiaries to, declare or make any Restricted Payment at
any time, except that:
(a) the Company may effect the transfer of assets expressly
permitted under Section 8.05 hereof;
(b) so long as no Default shall have occurred and be
continuing, the Company may make distributions to its members pursuant
to Section 3.07(c) of the LLC Agreement with respect to the members'
U.S. tax liability, and any Wholly Owned Subsidiary to which the
assets of the Company shall have been transferred pursuant to Section
8.05 hereof may make distributions to the Company (and its other
member or members) for the purpose of enabling the Company to make
distributions required to be made under said Section 3.07(c); and
(c) the Company may make payments (but no prepayments) of
principal of and interest on Indebtedness incurred under Section
8.07(f) hereof as required in accordance with the terms thereof, but
only, in each case, to the extent required by (and subject to the
subordination provisions applicable thereto) the indenture or other
agreement pursuant to which such Indebtedness was issued.
Except as expressly limited by the preceding sentence, nothing herein shall be
deemed to prohibit the payment of distributions or dividends by any Subsidiary
of the Company to the Company or to any other Subsidiary of the Company.
8.10 Lines of Business. The Company will not, nor will it
permit any of its Subsidiaries to, engage to any substantial extent in any line
or lines of business activity other than the business of operating a global
wireless satellite-based communications system and related businesses
(including activities relating to the financing of such businesses).
8.11 Transactions with Affiliates. Except as expressly
permitted by this Agreement, the Company will not, nor will it permit any of
its Subsidiaries to, directly or indirectly: (a) make any Investment in an
Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
Property to an Affiliate; or (c) merge into or consolidate with or purchase or
acquire Property from an Affiliate; provided that
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the Company and its Subsidiaries may enter into any such transaction not
otherwise prohibited by the terms of this Agreement (i) provided for and
pursuant to any agreements that the Company is or will be a party to in
connection with the development, construction, installation, ownership and
maintenance of the Project, (ii) if the monetary or business consideration
arising therefrom would, in the opinion of the Company, be substantially as
advantageous to the Company and its Subsidiaries as the monetary or business
consideration that would obtain in a comparable transaction with a Person not
an Affiliate or (iii) provided that the aggregate amount of all such
transactions (other than any such permitted under clauses (i) and (ii) above)
does not exceed $10,000,000 in the aggregate.
8.12 Use of Proceeds. The Company will use the proceeds of
the Loans hereunder solely (i) to make payments to Motorola at the times and in
the amounts required pursuant to the contracts referred to in Section 8.07(i)
hereof, (ii) to make payments of other Project-related costs and expenses,
(iii) to pay fees and expenses payable to the Global Arrangers, the Agents and
the Lenders in connection with this Agreement and (iv) for other general
purposes of the Company (in each case, in compliance with all applicable legal
and regulatory requirements, including, without limitation, Regulations G, T, U
and X and the Securities Act of 1933 and the Securities Exchange Act of 1934
and the regulations thereunder); provided that neither any Agent nor any Lender
shall have any responsibility as to the use of any of such proceeds.
8.13 Certain Obligations Respecting Subsidiaries. The
Company will not permit any of its Subsidiaries to enter into, after the date
hereof, any indenture, agreement, instrument or other arrangement that,
directly or indirectly, prohibits or restrains, or has the effect of
prohibiting or restraining, or imposes materially adverse conditions upon, the
incurrence or payment of Indebtedness owed to the Company or any other
Subsidiary of the Company, the granting of Liens, the declaration or payment of
dividends, the making of loans, advances or Investments to or in the Company or
any other Subsidiary of the Company or the sale, assignment, transfer or other
disposition of Property.
8.14 Modifications of LLC Agreement. The Company will not
consent to any modification, supplement or waiver of any of the provisions of
the LLC Agreement that could reasonably be likely to adversely affect the
interests of the Lenders. Promptly following the execution and delivery of
each modification, supplement or waiver relating to the LLC Agreement,
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the Company shall furnish a copy thereof to the Administrative Agent.
Section 9. Events of Default. If one or more of the
following events (herein called "Events of Default") shall occur and be
continuing:
(a) The Company shall: (i) default in the payment of any
principal of any Loan when due (whether at stated maturity or at
prepayment); or (ii) default in the payment of any interest on any
Loan or any fee payable by it hereunder or under any other Credit
Document when due and such default shall have continued unremedied for
three or more Business Days; or (iii) default in the payment of any
other amount payable by it hereunder when due and such default shall
have continued unremedied for fifteen or more days; or
(b) The Company or any of its Subsidiaries shall default in
the payment when due (after the expiration of applicable grace
periods) of any principal of or interest on any of its other
Indebtedness having an outstanding principal amount of $10,000,000
individually or in the aggregate; or any event specified in any note,
agreement, indenture or other document evidencing or relating to any
such Indebtedness shall occur if the effect of such event is to cause,
or (with the giving of any notice or the lapse of time or both) to
permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, such Indebtedness
to become due, or to be prepaid in full (whether by redemption,
purchase, offer to purchase or otherwise), prior to its stated
maturity or to have the interest rate thereon reset to a level so that
securities evidencing such Indebtedness trade at a level specified in
relation to the par value thereof; or
(c) Any representation, warranty or certification made or
deemed made by the Company herein (or in any modification or
supplement hereto), or in any certificate furnished to any Lender or
any Agent pursuant to the provisions hereof, shall prove to have been
false or misleading as of the time made or furnished in any material
respect; or
(d) The Company shall default in the performance of any of
its obligations under any of Sections 8.01(e) (with respect to Company
Defaults only), 8.05, 8.07, 8.09 or 8.12 hereof or the first sentence
of Section 8.14 hereof; or the
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Company shall default in the performance of any of its other
obligations in this Agreement and such default shall continue
unremedied for a period of 30 or more days after notice thereof to the
Company by the Administrative Agent or any Lender (through the
Administrative Agent); or
(e) A final judgment or judgments for the payment of money of
$10,000,000 or more in the aggregate (exclusive of judgment amounts
fully covered by insurance where the insurer has admitted liability in
respect of such judgment) shall be rendered by one or more courts,
administrative tribunals or other bodies having jurisdiction against
the Company or any of its Subsidiaries and the same shall not be
discharged (or provision shall not be made for such discharge), or a
stay of execution thereof shall not be procured, within 30 days from
the date of entry thereof and the Company or the relevant Subsidiary
shall not, within said period of 30 days, or such longer period during
which execution of the same shall have been stayed, appeal therefrom
and cause the execution thereof to be stayed during such appeal; or
(f) Motorola or any of the Motorola Domestic Subsidiaries
shall admit in writing its inability to, or be generally unable to,
pay its debts as such debts become due; or
(g) The Company, or one or more Subsidiaries which,
individually or in the aggregate, have at least 10% of the assets or
revenues of the Company and its Subsidiaries taken as a whole, or
Motorola or any of the Motorola Domestic Subsidiaries, shall (i) apply
for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee, examiner or liquidator of itself or of
all or a substantial part of its Property, (ii) make a general
assignment for the benefit of its creditors, (iii) commence a
voluntary case under the U. S. Bankruptcy Code, (iv) file a petition
seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement or
winding-up, or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing
to, any petition filed against it in an involuntary case under the
U.S. Bankruptcy Code or (vi) take any corporate or other analogous
action for the purpose of effecting any of the foregoing; or
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(h) A proceeding or case shall be commenced, without the
application or consent of the Company, or one or more Subsidiaries
which, individually or in the aggregate, have at least 10% of the
assets or revenues of the Company and its Subsidiaries taken as a
whole, or Motorola or any of the Motorola Domestic Subsidiaries, in
any court of competent jurisdiction, seeking (i) its reorganization,
liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a
receiver, custodian, trustee, examiner, liquidator or the like of the
Company or such Subsidiary, or Motorola or such Motorola Domestic
Subsidiary, as the case may be, or of all or any substantial part of
its Property or (iii) similar relief in respect of the Company or such
Subsidiary, or Motorola or such Motorola Domestic Subsidiary, as the
case may be, under any law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, and
such proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be
entered and continue unstayed and in effect, for a period of 60 or
more days; or an order for relief against the Company or such
Subsidiary, or Motorola or such Motorola Domestic Subsidiary, as the
case may be, shall be entered in an involuntary case under the U.S.
Bankruptcy Code; or
(i) Any representation, warranty or certification made or
deemed made by Motorola in the Motorola Guarantee Agreement (or in any
modification or supplement thereto) or herein, or in any certificate
furnished to any Lender or any Agent pursuant to the provisions of the
Motorola Guarantee Agreement or Section 6.01(e) or 6.02 hereof, shall
prove to have been false or misleading as of the time made or
furnished in any material respect; or
(j) Motorola shall default in the performance of any of its
obligations under any of Sections 2, 4.01(e), 4.04, 4.05 and 4.06 of
the Motorola Guarantee Agreement; or Motorola shall default in the
performance of any of its other obligations in the Motorola Guarantee
Agreement and such default shall continue unremedied for a period of
30 or more days after notice thereof to the Company and Motorola by
the Administrative Agent or any Lender (through the Administrative
Agent); or
(k) Motorola or any of the Motorola Domestic Subsidiaries
shall default in the payment when due (after the expiration of
applicable grace periods) of any principal
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of or interest on any of its Indebtedness aggregating in amount at
least equal to 3% of amount of total stockholders' equity for Motorola
and its consolidated Subsidiaries (determined on a consolidated basis
without duplication in accordance with generally accepted accounting
principles) as at the last day of the most recently completed fiscal
quarter of Motorola ("Motorola's Net Worth"); or any event specified
in any note, agreement, indenture or other document evidencing or
relating to any such Indebtedness shall occur if the effect of such
event is to cause, or (with the giving of any notice or the lapse of
time or both) to permit the holder or holders of such Indebtedness (or
a trustee or agent on behalf of such holder or holders) to cause, such
Indebtedness to become due, or to be prepaid in full (whether by
redemption, purchase, offer to purchase or otherwise), prior to its
stated maturity or to have the interest rate thereon reset to a level
so that securities evidencing such Indebtedness trade at a level
specified in relation to the par value thereof; or
(l) A final judgment or judgments for the payment of money in
excess of 3% of Motorola's Net Worth (exclusive of judgment amounts
fully covered by insurance where the insurer has admitted liability in
respect of such judgment) shall be rendered by one or more courts,
administrative tribunals or other bodies having jurisdiction against
the Motorola or any of the Motorola Domestic Subsidiaries and the same
shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured,
within 60 days from the date of entry thereof and Motorola or the
relevant Motorola Domestic Subsidiary shall not, within said period of
60 days, or such longer period during which execution of the same
shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal; or
(m) Except for expiration in accordance with its terms, the
Motorola Guarantee Agreement shall for whatever reason be terminated
or cease to be in full force and effect, or the enforceability thereof
shall be contested by Motorola; or
(n) Motorola shall cease to own, free and clear of all Liens,
directly or indirectly, at least (i) 20% of the aggregate voting
equity interests of the Company, assuming full exercise of any
warrants or full conversion of any convertible securities issued to
Motorola or any of its Subsidiaries (whether or not currently
exercisable or
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convertible) but before giving effect to any dilutive effect of any
public offering of stock or other equity interests or (ii) 15% of the
aggregate voting equity interests of the Company;
THEREUPON: (1) in the case of an Event of Default other than one referred to
in clause (g) or (h) of this Section 9 with respect to the Company, the
Administrative Agent may and, upon request of the Majority Lenders, will, by
notice to the Company, terminate the Commitments and/or declare the principal
amount then outstanding of, and the accrued interest on, the Loans and all
other amounts payable by the Company hereunder and under the Revolving Credit
Notes (including, without limitation, any amounts payable under Section 5.05
hereof) to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Company; and (2) in the case of the occurrence of an Event of Default referred
to in clause (g) or (h) of this Section 9 with respect to the Company, the
Commitments shall automatically be terminated and the principal amount then
outstanding of, and the accrued interest on, the Loans and all other amounts
payable by the Company hereunder and under the Revolving Credit Notes
(including, without limitation, any amounts payable under Section 5.05 hereof)
shall automatically become immediately due and payable without presentment,
demand, protest or other formalities of any kind, all of which are hereby
expressly waived by the Company; provided that (x) any acceleration under
clause (1) of this Section 9 shall not become effective until three Business
Days after receipt of notice thereof by each of the Company and Motorola (and
such notice shall be deemed rescinded if, prior to such third Business Day, any
amount then due and owing hereunder (other than as a result of such
acceleration) shall be paid in full and all other Events of Default then
existing shall have been cured) and (y) upon payment by Motorola of the
Guaranteed Obligations under, and as defined in, the Motorola Guarantee
Agreement (subject to Section 2.09 thereof), the Commitments then in effect
shall automatically terminate.
Section 10. The Agents.
10.01 Appointment, Powers and Immunities. Each Lender hereby
appoints and authorizes each Agent to act as its agent hereunder and under the
other Credit Documents with such powers as are specifically delegated to such
Agent by the terms of this Agreement and of the other Credit Documents,
together with such
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other powers as are reasonably incidental thereto. Neither Agent (which term
as used in this sentence and in Section 10.05 and the first sentence of Section
10.06 hereof shall include reference to its affiliates and its own and its
affiliates' officers, directors, employees and agents):
(a) shall have any duties or responsibilities except those
expressly set forth in this Agreement and in the other Credit
Documents, or shall by reason of this Agreement or any other Credit
Document be a trustee for any Lender;
(b) shall be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement
or in any other Credit Document, or in any certificate or other
document referred to or provided for in, or received by any of them
under, this Agreement or any other Credit Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or any other document
referred to or provided for herein or therein or for any failure by
the Company or any other Person to perform any of its obligations
hereunder or thereunder;
(c) shall be required to initiate or conduct any litigation
or collection proceedings hereunder or under any other Credit
Document; or
(d) shall be responsible for any action taken or omitted to
be taken by it hereunder or under any other Credit Document or under
any other document or instrument referred to or provided for herein or
therein or in connection herewith or therewith, except for its own
gross negligence or willful misconduct.
Each Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it in good faith. The Administrative Agent may deem and treat the
payee of a Revolving Credit Note as the holder thereof for all purposes hereof
unless and until a notice of the assignment or transfer thereof shall have been
filed with such Administrative Agent, together with the consent of the Company
to such assignment or transfer (to the extent required by Section 11.06(b)
hereof).
10.02 Reliance by the Agents. Each Agent shall be entitled
to rely upon any certification, notice or other communication (including,
without limitation, any thereof by
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telephone, telecopy, telegram or cable) reasonably believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper
Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by such Agent. As to any matters not
expressly provided for by this Agreement or any other Credit Document, each
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or thereunder in accordance with instructions given by the
Majority Lenders, and such instructions of the Majority Lenders and any action
taken or failure to act pursuant thereto shall be binding on all of the
Lenders.
10.03 Defaults. Neither Agent shall be deemed to have
knowledge or notice of the occurrence of a Default unless such Agent has
received notice from a Lender, the Company or Motorola specifying such Default
and stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07 hereof) take such action
with respect to such Default as shall be directed by the Majority Lenders,
provided that, unless and until the Administrative Agent shall have received
such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interest of the Lenders except
to the extent that this Agreement expressly requires that such action be taken,
or not be taken, only with the consent or upon the authorization of the
Majority Lenders or all of the Lenders.
10.04 Rights as a Lender. With respect to its Commitment and
the Loans made by it, each of Chase and Barclays (and any successor acting as
Administrative Agent or Documentation Agent, as the case may be) in its
capacity as a Lender hereunder shall have the same rights and powers hereunder
as any other Lender (if it shall be a Lender hereunder) and may exercise the
same as though it were not acting as the Administrative Agent or Documentation
Agent, as the case may be, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent or the
Documentation Agent, as the case may be, in its individual capacity. Each of
Chase and Barclays (and any successor acting as Administrative Agent or
Documentation Agent, as the case may be) and its affiliates may (without having
to account therefor to any Lender) accept deposits from, lend money to, make
investments in and generally engage in any kind of banking, trust or other
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business with the Company (and any of its Subsidiaries or Affiliates) as if it
were not acting as the Administrative Agent or the Documentation Agent, as the
case may be, and each of Chase and Barclays (and any such successor) and its
affiliates may accept fees and other consideration from the Company (and any of
its Subsidiaries or Affiliates) for services in connection with this Agreement
or otherwise without having to account for the same to the other Agent or the
Lenders.
10.05 Indemnification. The Lenders agree to indemnify each
Agent (to the extent not reimbursed under Section 11.03 hereof, but without
limiting the obligations of the Company under said Section 11.03) ratably in
accordance with the aggregate principal amount of the Loans held by the Lenders
(or, if no Loans are at the time outstanding, ratably in accordance with their
respective Commitments) for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever that may be imposed on, incurred by or
asserted against such Agent (including by any Lender) arising out of or by
reason of any investigation in or in any way relating to or arising out of this
Agreement or any other Credit Document or any other documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses that the Company
is obligated to pay under Section 11.03 hereof, but excluding, unless a Default
has occurred and is continuing, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the enforcement
of any of the terms hereof or thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent they
arise from the gross negligence or willful misconduct of the party to be
indemnified.
10.06 Non-Reliance on the Agents and Other Lenders. Each
Lender agrees that it has, independently and without reliance on the Agents or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Company and Motorola and
decision to enter into this Agreement and that it will, independently and
without reliance upon the Agents or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement or under any other Credit Document. Neither Agent shall be required
to keep itself informed as to the performance or observance by either Credit
Party of this Agreement or any of the other Credit Documents or any other
document referred to or provided for
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herein or therein or to inspect the Properties or books of the Company or
Motorola. Except for notices, reports and other documents and information
expressly required to be furnished to the Lenders by the Agents hereunder or
under any of the other Credit Documents, neither Agent shall have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Company or
Motorola (or any of their respective Subsidiaries or affiliates) that may come
into the possession of such Agent or any of its affiliates.
10.07 Failure to Act. Except for action expressly required
of the Agents hereunder and under the other Credit Documents, each Agent shall
in all cases be fully justified in failing or refusing to act hereunder and
thereunder unless it shall receive further assurances to its satisfaction from
the Lenders of their indemnification obligations under Section 10.05 hereof
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action.
10.08 Resignation or Removal of the Agents. Subject to the
appointment and acceptance of a successor Agent as provided below, any Agent
may resign at any time by giving notice thereof to the other Agent, the Lenders
and the Company, and any Agent may be removed at any time with or without cause
by the Majority Lenders. Upon any such resignation or removal, the Majority
Lenders shall have the right to appoint a successor Agent with the prior
consent of the Company (which consent shall not be unreasonably withheld or
delayed). If no successor Agent shall have been so appointed by the Majority
Lenders and shall have accepted such appointment within 30 days after the
retiring Agent's giving of notice of resignation or the Majority Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, that shall be a bank that has an office in
New York, New York with a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as an Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Section 10 shall continue in effect
for the benefit of such Agent in respect of any actions taken or omitted to be
taken by it while it was acting as an Agent.
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10.09 Consents under Other Credit Documents. Except as
otherwise provided in Section 11.04 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under the
Motorola Guarantee Agreement, provided that, without the prior consent of all
of the Lenders, the Administrative Agent shall not (a) amend any of Sections 2,
5.03 and 5.04 thereof or (b) release Motorola from any of its obligations under
said Section 2 or 5.03 or otherwise agree to terminate the Motorola Guarantee
Agreement (except as expressly contemplated by the terms thereof).
Section 11. Miscellaneous.
11.01 Waiver. No failure on the part of any Agent or any
Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement or any Revolving
Credit Note shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement or any Revolving
Credit Note preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.
11.02 Notices. All notices, requests and other
communications provided for herein (including, without limitation, any
modifications of, or waivers, requests or consents under, this Agreement) shall
be given or made in writing (including, without limitation, by telecopy)
delivered to the intended recipient at the "Address for Notices" specified
below its name on the signature pages hereof or on Schedule II hereto; or, as
to any party, at such other address as shall be designated by such party in a
notice to each other party. Except as otherwise provided in this Agreement,
all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.
11.03 Expenses, Etc. The Company agrees to pay or reimburse
each of the Global Arrangers, the Agents and the Lenders for: (a) all
reasonable out-of-pocket costs and expenses of the Global Arrangers and the
Agents (including, without limitation, the reasonable fees and expenses of
Milbank, Tweed, Hadley & McCloy, special New York counsel to the Global
Arrangers, but not including any fees or expenses for any other
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counsel to the Global Arrangers, the Agents or the Lenders) in connection with
(i) the negotiation, preparation, execution and delivery of this Agreement and
the other Credit Documents and the making of the Loans hereunder and (ii) the
negotiation or preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any of the other Credit Documents (whether or
not consummated); (b) all reasonable out-of-pocket costs and expenses of the
Lenders and the Agents (including, without limitation, the reasonable fees and
expenses of legal counsel) in connection with (i) any Default and any
enforcement or collection proceedings resulting therefrom, including, without
limitation, all manner of participation in or other involvement with (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the workout,
restructuring or transaction contemplated thereby is consummated) and (ii) the
enforcement of this Section 11.03; and (c) all transfer, stamp, documentary or
other similar taxes, assessments or charges levied by any Governmental
Authority in respect of this Agreement or any of the other Credit Documents or
any other document referred to herein or therein.
The Company hereby agrees to indemnify each Global Arranger,
each Agent and each Lender and their respective directors, officers, employees,
attorneys and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims, damages or expenses incurred by any of them
(including, without limitation, any and all losses, liabilities, claims,
damages or expenses incurred by any Agent to any Lender), whether or not any
Agent or any Lender is a party thereto, arising out of or by reason of any
investigation or litigation or other proceedings (including any threatened
investigation or litigation or other proceedings) relating to the Loans
hereunder or any actual or proposed use by the Company or any of its
Subsidiaries of the proceeds of any of the Loans hereunder, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation or litigation or other proceedings (but
excluding any such losses, liabilities, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).
11.04 Amendments, Etc. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be modified or
supplemented only by an instrument in writing signed by the Company, Motorola
and the Majority Lenders, or by the Company, Motorola and the Administrative
Agent acting with
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the consent of the Majority Lenders, and any provision of this Agreement may be
waived by the Majority Lenders or by the Administrative Agent acting with the
consent of the Majority Lenders; provided that: (a) no modification,
supplement or waiver shall, unless by an instrument signed by all of the
Lenders or by the Administrative Agent acting with the consent of all of the
Lenders: (i) increase, or extend the term of the Commitments, or extend the
time or waive any requirement for the reduction or termination of the
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee hereunder, (iii) reduce the amount of any such
payment of principal, (iv) reduce the rate at which interest is payable thereon
or any fee is payable hereunder, (v) alter the rights or obligations of the
Company to prepay Loans, (vi) alter the manner in which payments or prepayments
of principal, interest or other amounts hereunder shall be applied as between
the Lenders or Types of Loans, (vii) alter the terms of Section 10.09 hereof or
this Section 11.04, (viii) modify the definition of the term "Majority Lenders"
or modify in any other manner the number or percentage of the Lenders required
to make any determinations or waive any rights hereunder or to modify any
provision hereof or (ix) waive any of the conditions precedent set forth in
Section 6.01 hereof; and (b) any modification or supplement of Section 10
hereof, or of any of the rights or duties of any Agent hereunder, shall require
the consent of such Agent. Notwithstanding the foregoing, the Lenders and the
other Agent hereby authorize the Administrative Agent to enter into, on behalf
of the Lenders and the Agents, the amendments contemplated by Section 8.05
hereof and Section 4.07(a) of the Motorola Guarantee Agreement without further
consent of the Lenders.
11.05 Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
11.06 Assignments and Participations.
(a) Except in connection with the transfer of assets
permitted under Section 8.05 hereof, the Company may not assign any of its
rights or obligations hereunder or under the Revolving Credit Notes without the
prior consent of all of the Lenders and the Agents.
(b) Each Lender may assign any of its Loans, its Revolving
Credit Note, and its Commitment (but only with the consent of the Company and
the Administrative Agent, which consent in each case shall not be unreasonably
withheld or delayed); provided that
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(i) no such consent by the Company or the Administrative
Agent shall be required in the case of any assignment to another
Lender or to an affiliate of the assigning Lender;
(ii) except to the extent the Company and the Administrative
Agent shall otherwise consent, any such partial assignment (other than
to another Lender) shall be in an amount at least equal to $10,000,000
and, after giving effect to such assignment, such assigning Lender
shall hold a Commitment in an amount at least equal to $10,000,000;
(iii) each such assignment by a Lender of its Loans,
Revolving Credit Note or Commitment shall be made in such manner so
that the same portion of its Loans, Revolving Credit Note and
Commitment is assigned to the respective assignee; and
(iv) in order to evidence each such assignment, the assignor
and assignee shall execute and deliver an Assignment and Acceptance.
Upon execution and delivery by the assignor and the assignee of such Assignment
and Acceptance (and the delivery thereof to the Administrative Agent (with a
copy to the Company) for recordation of the assignment provided therein), and
upon consent thereto by the Company and the Administrative Agent to the extent
required above, the assignee shall have, to the extent of such assignment
(unless otherwise consented to by the Company and the Administrative Agent),
the obligations, rights and benefits of a Lender hereunder holding the
Commitment and Loans (or portions thereof) assigned to it and specified in such
Assignment and Acceptance (in addition to the Commitment and Loans, if any,
theretofore held by such assignee) and the assigning Lender shall, to the
extent of such assignment, be released from the Commitment (or portion thereof)
so assigned. Upon each such assignment the assigning Lender shall pay the
Administrative Agent an assignment fee of $3,000.
(c) A Lender may sell or agree to sell to one or more other
Persons (each a "Participant") a participation in all or any part of any Loans
held by it, or in its Commitment, provided that such Participant shall not have
any rights or obligations under this Agreement or any Revolving Credit Note or
any other Credit Document (the Participant's rights against such Lender in
respect of such participation to be those set forth in the agreements executed
by such Lender in favor of the Participant). All amounts payable by the
Company to any Lender under Section 5
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hereof in respect of Loans held by it, and its Commitment, shall be determined
as if such Lender had not sold or agreed to sell any participations in such
Loans and Commitment, and as if such Lender were funding each of such Loans and
Commitment in the same way that it is funding the portion of such Loan and
Commitment in which no participations have been sold. In no event shall a
Lender that sells a participation agree with the Participant to take or refrain
from taking any action hereunder or under any other Credit Document except that
such Lender may agree with the Participant that it will not, without the
consent of the Participant, agree to (i) increase or extend the term of such
Lender's Commitment, (ii) extend the date fixed for the payment of principal of
or interest on the related Loan or Loans or any portion of any fee hereunder
payable to the Participant, (iii) reduce the amount of any such payment of
principal, (iv) reduce the rate at which interest is payable thereon, or any
fee hereunder payable to the Participant, to a level below the rate at which
the Participant is entitled to receive such interest or fee or (v) consent to
any modification, supplement or waiver hereof or of any of the other Credit
Documents to the extent that the same, under Section 10.09 or 11.04 hereof,
requires the consent of each Lender.
(d) In addition to the assignments and participations
permitted under the foregoing provisions of this Section 11.06, any Lender may
(without notice to the Company, any Agent or any other Lender and without
payment of any fee) assign and pledge all or any portion of its Loans and its
Revolving Credit Note to any Federal Reserve Bank as collateral security
pursuant to Regulation A and any Operating Circular issued by such Federal
Reserve Bank. No such assignment shall release the assigning Lender from its
obligations hereunder.
(e) A Lender may furnish any information concerning the
Company or Motorola (or any of their respective Subsidiaries and affiliates) or
the Project in the possession of such Lender from time to time to assignees and
Participants (including prospective assignees and Participants), subject,
however, to the provisions of Section 11.12(b) hereof.
(f) Anything in this Section 11.06 to the contrary
notwithstanding, no Lender may assign or participate any interest in any Loan
held by it hereunder to the Company or Motorola (or any of their respective
Subsidiaries or affiliates) without the prior consent of each Lender.
11.07 Survival. The obligations of the Company under
Sections 5.01, 5.05, 5.06 and 11.03 hereof, and the obligations
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of the Lenders under Section 10.05 hereof, shall survive the repayment of the
Loans and the termination of the Commitments and, in the case of any Lender
that may assign any interest in its Commitment or Loans hereunder, shall
survive the making of such assignment with respect to matters occurring prior
to such assignment, notwithstanding that such assigning Lender may cease to be
a "Lender" hereunder. In addition, each representation and warranty made, or
deemed to be made by a notice of any Loan, herein or pursuant hereto shall
survive the making of such representation and warranty, and no Lender shall be
deemed to have waived, by reason of making any Loan, any Default that may arise
by reason of such representation or warranty proving to have been false or
misleading, notwithstanding that such Lender or any Agent may have had notice
or knowledge or reason to believe that such representation or warranty was
false or misleading at the time such Loan was made.
11.08 Captions. The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.
11.09 Counterparts. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
11.10 Governing Law; Submission to Jurisdiction. This
Agreement and the Revolving Credit Notes shall be governed by, and construed in
accordance with, the law of the State of New York. The Company hereby submits
to the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of the Supreme Court of the State of New York
sitting in New York County (including its Appellate Division), and of any other
appellate court in the State of New York, for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company hereby irrevocably waives, to the fullest
extent permitted by applicable law, any objection that it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.
11.11 Waiver of Jury Trial. EACH OF THE COMPANY, THE AGENTS,
THE GLOBAL ARRANGERS AND THE LENDERS HEREBY IRREVOCABLY
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WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE REVOLVING CREDIT NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
11.12 Treatment of Certain Information; Confidentiality.
(a) The Company acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
the Company or one or more of its Subsidiaries (in connection with this
Agreement or otherwise) by any Lender or by one or more subsidiaries or
affiliates of such Lender. The Company hereby agrees that, in the event any
such services are provided to the Company or any of its Subsidiaries, each
Lender providing such services is authorized to share any information delivered
to such Lender by the Company and its Subsidiaries pursuant to this Agreement,
or in connection with the decision of such Lender to enter into this Agreement,
to any such subsidiary or affiliate providing such services, provided that any
such subsidiary or affiliate receiving such information agrees to be bound by
the provisions of paragraph (b) below as if it were a Lender hereunder. Such
authorization shall survive the repayment of the Loans and the termination of
the Commitments.
(b) Each Lender, each Agent and each Global Arranger agrees
(on behalf of itself and each of its affiliates, directors, officers, employees
and representatives) to restrict dissemination of any Confidential Information
(as defined below) only to those of its directors, officers, employees and
representatives who are involved in the evaluation of such information, and to
use reasonable precautions to keep such information confidential, in accordance
with its customary procedures for handling confidential information of the same
nature and in accordance with safe and sound banking practices. For purposes of
this Agreement, "Confidential Information" shall mean any non-public
information supplied to it by the Company, including its contractors,
consultants or sponsors, pursuant to this Agreement or by Motorola pursuant to
the Motorola Guarantee Agreement, that is identified (in writing, in the case
of written information) by the Company or Motorola, as the case may be, as
being confidential at the time the same is delivered to the Lenders, the Agents
or the Global Arrangers, provided that nothing herein shall limit the
disclosure of any such information by any Lender, Agent or Global Arranger (i)
after such information shall have become public (other than through a violation
of this Section 11.12 by such Lender, Agent or Global
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Arranger), (ii) to the extent required by statute, rule, regulation or judicial
process, (iii) to counsel or other experts for any of the Lenders, Agents or
Global Arrangers, provided that such counsel or experts shall be bound by the
requirements of this Section 11.12(b) with respect to any such information,
(iv) to bank examiners (or any other regulatory authority having jurisdiction
over any Lender, Agent or Global Arranger), or to auditors or accountants, (v)
to any Global Arranger, any Agent or any other Lender (or to any of their
respective affiliates, provided that any such disclosure to any such affiliate
shall be made on a "need to know" basis only for use by such affiliates (and
each of its officers, directors and employees) solely in connection with the
transactions contemplated by this Agreement and each such affiliate (and each
of its officers, directors and employees) shall agree (for the benefit of the
Company and Motorola) to be bound to keep such information confidential on the
same terms as set forth in this Section 11.12), (vi) in connection with any
litigation to which any one or more of the Lenders, the Global Arrangers or the
Agents is a party, or in connection with the enforcement of rights or remedies
hereunder or under any other Credit Document, provided that the party intending
to make such disclosure shall use reasonable efforts to cooperate with the
Company or with Motorola, as the case may be, to reasonably minimize the extent
of any such disclosure or to obtain confidential treatment of information to be
disclosed, (vii) to a subsidiary or affiliate of such Lender as provided in
paragraph (a) above or (viii) to any assignee or participant (or prospective
assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) first executes and delivers to the
respective Lender, the Company and Motorola a Confidentiality Agreement
substantially in the form of Exhibit G hereto; provided, further, that in no
event shall any Lender, Agent or Global Arranger be obligated or required to
return any materials furnished by the Company or Motorola hereunder or under
the Motorola Guarantee Agreement, respectively, except to the extent it has
agreed to do so in writing in conjunction with the receipt of such information.
The obligations of any assignee that has executed a Confidentiality Agreement
in the form of Exhibit G hereto shall be superseded by this Section 11.12 on
the date upon which such assignee becomes a Lender hereunder pursuant to
Section 11.06(b) hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed and delivered as of the day and year first above
written.
IRIDIUM LLC
By /s/ PAUL DAVERIO
-------------------------
Name: Paul Daverio
Title: Chief Financial Officer
Address for Notices:
Iridium LLC
1401 H Street, N.W.
Washington, D.C. 20005
Attention: Paul Daverio
Telecopier No.: (202) 842-0006
Telephone No.: (202) 326-5710
Credit Agreement
<PAGE> 73
- 69 -
LENDERS
-------
THE CHASE MANHATTAN BANK
By /s/ ANN B. KERNS
-----------------------
Name: Ann B. Kerns
Title: Vice President
BARCLAYS BANK PLC
By /s/ JOHN GIANONNE
-----------------------
Name: John Gianonne
Title: Director
ABN AMRO BANK N.V.
By /s/ JAMES J. JOHNSTON
-----------------------
Name: James J. Johnston
Title: Vice President
By /s/ JOHN E. ROBERTSON
-----------------------
Name: John E. Robertson
Title: Vice President
BANK OF AMERICA NT&SA
By /s/ DOUG BONTEMPS
-----------------------
Name: Doug Bontemps
Title: Vice President
Credit Agreement
<PAGE> 74
- 70 -
BANK OF MONTREAL
By /s/ ALLEGRA GRIFFITHS
-----------------------
Name: ALLEGRA GRIFFITHS
Title: Director
THE BANK OF NEW YORK
By /s/ JAMES W. WHITAKER
-----------------------
Name: James W. Whitaker
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F.C.H. ASHBY
-----------------------
Name: F.C.H. ASHBY
Title: Senior Manager-
Loan Operations
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH
By /s/ TOKUTARO SEKINE
-----------------------
Name: TOKUTARO SEKINE
Title: General Manager
BANQUE NATIONALE DE PARIS
By /s/ FREDRICK H. MORYL, JR.
---------------------------
Name: Fredrick H. Moryl, Jr.
Title: Senior Vice President
Credit Agreement
<PAGE> 75
- 71 -
BAYERISCHE HYPOTHEKEN-UND
WECHSEL-BANK
AKTIENGESELLSCHAFT,
NEW YORK BRANCH
By /s/ SUSANNE WITT
-----------------------
Name: Susanne Witt
Title: AVP
By /s/ DAVID ROCKWELL
-----------------------
Name: David Rockwell
Title: SVP
CIBC INC.
By /s/ MARISA J. HARNEY
-----------------------
Name: Marisa J. Harney
Title: Director, CIBC Wood Gundy
Securities Corp acting as
Agent for CIBC, Inc.
CITIBANK, N.A.
By /s/ JAMES M. WALSH
-----------------------
Name: James M. Walsh
Title: Attorney-in-fact
CREDIT LYONNAIS
CHICAGO BRANCH
By /s/ MICHEL BUYSSCHAERT
-----------------------
Name: Michel Buysschaert
Title: vice President
Credit Agreement
<PAGE> 76
-72 -
CREDIT SUISSE
By /s/ WILLIAM P. MURRAY
-----------------------
Name: William P. Murray
Title: Member of Senior
Management
By /s/ KRISTINN R. KRISTINSSON
-----------------------------
Name: Kristinn R. Kristinsson
Title: Associate
DEUTSCHE BANK, AG -
CHICAGO BRANCH
By /s/ HANS RODERICH
-----------------------
Name: Hans Roderich
Title: Associate
By /s/ VIRGINIA N. BROWN
-----------------------
Name: Virginia N. Brown
Title: Assistant Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By /s/ LAWRENCE E. JONES
-----------------------
Name: Lawrence E. Jones
Title: Vice President
By /s/ JUERGEN H. THIEME
-----------------------
Name: Juergen H. Thieme
Title: First Vice President
Credit Agreement
<PAGE> 77
- 73 -
THE FIRST NATIONAL BANK
OF CHICAGO
By /s/ DEBRA L. ROGGE
-----------------------
Name: Debra L. Rogge
Title: Authorized Agent
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By /s/ JUN WATANABE
-----------------------
Name: Jun Watanabe
Title: Senior Vice President
LTCB TRUST COMPANY
By /s/ SATORU OTSUBO
-----------------------
Name: Satoru Otsubo
Title: Executive Vice President
THE MITSUBISHI TRUST AND
BANKING CORPORATION
By /s/ PATRICIA LORET DE MOLA
---------------------------
Name: Patricia Loret de Mola
Title: Senior Vice President
NATIONSBANK OF TEXAS, N.A.
By /s/ PAMELA S. KURTZMAN
-----------------------
Name: Pamela S. Kurtzman
Title: Vice President
Credit Agreement
<PAGE> 78
- 74 -
ROYAL BANK OF CANADA
By /s/ CYNTHIA K. WONG
-----------------------
Name: Cynthia K. Wong
Title: Manager
THE SANWA BANK, LIMITED
NEW YORK BRANCH
By /s/ LAURANCE J. BRESSLER
-------------------------
Name: Laurance J. Bressler
Title: Vice President & Area
Manager
SOCIETE GENERALE
By /s/ SETH F. ASOFSKY
-----------------------
Name: Seth F. Asofsky
Title: Vice President
TORONTO-DOMINION (NEW YORK),
INC.
By /s/ M. BAWDZIERZ
-----------------------
Name: M. BAWDZIERZ
Title: Managing Director
Credit Agreement
<PAGE> 79
- 75 -
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By /s/ RICHARD H. ENNIS
-----------------------
Name: Richard H. Ennis
Title: Vice President
By /s/ DEBORAH MALDEN
-----------------------
Name: Deborah Malden
Title: Managing Director
WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
NEW YORK BRANCH
By /s/ SALVATORE BATTINELLI
-------------------------
Name: Salvatore Battinelli
Title: Vice President-
Credit Department
By /s/ C. D. ROCKEY
-----------------------
Name: C. D. Rockey
Title: Associate
THE ASAHI BANK, LTD.
By /s/ JUNICHI YAMADA
-----------------------
Name: Mr. Junichi Yamada
Title: Senior Deputy General
Manager
Credit Agreement
<PAGE> 80
- 76 -
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED
By /s/ IAN P. SANDERS
---------------------
Name: Ian P. Sanders
Title: Vice President
BANCA COMMERCIALE ITALIANA -
NEW YORK BRANCH
By /s/ SARAH KIM
---------------------
Name: Sarah Kim
Title: AVP
By /s/ BRIAN CARLSON
---------------------
Name: Brian Carlson
Title: AVP
BANCA CRT S.p.A.
By /s/ GIORGIO CUCCULO
---------------------
Name: Giorgio Cucculo
Title: Manager & EVP
By /s/ C. VINCENT CALVO
---------------------
Name: C. Vincent Calvo
Title: Vice President
BANCA MONTE DEI PASCHI DI
SIENA SPA
By /s/ S.M. SONDAK
---------------------
Name: S.M. Sondak
Title: F.V.P. & Dep. General Manager
By /s/ BRIAN R. LANDY
---------------------
Name: Brian R. Landy
Title: Vice President
Credit Agreement
<PAGE> 81
- 77 -
BANCA NAZIONALE DEL LAVORO
S.p.A. - NEW YORK BRANCH
By /s/ CARLO VECCHI
---------------------
Name: Carlo Vecchi
Title: Senior Vice President
By /s/ MIGUEL J. MEDIDA
---------------------
Name: Miguel J. Medida
Title: Vice President
BANK AUSTRIA
AKTIENGESELLSCHAFT
By /s/ J. ANTHONY SEAY
---------------------
Name: J. Anthony Seay
Title: Vice President
By /s/ JONATHAN B. BAKKER
-----------------------
Name: Jonathan B. Bakker
Title: Vice President
BANK OF IRELAND
By /s/ RANDOLPH M. ROSS
---------------------
Name: Randolph M. Ross
Title: Vice President
Credit Agreement
<PAGE> 82
- 78 -
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By /s/ BERT VON STUELPNAGEL
---------------------
Name: Bert Von Stuelpnagel
Title: Executive Vice President
& Manager
By /s/ PETER OBERMANN
---------------------
Name: Peter Obermann
Title: Manager Lending Division
BHF-BANK AKTIENGESELLSCHAFT
By /s/ ERIN CONTOS
---------------------
Name: Erin Contos
Title: VP
By /s/ THOMAS J. SELFO
---------------------
Name: Thomas J. Selfo
Title: Assistant Vice President
CAISSE NATIONALE DE CREDIT
AGRICOLE (CNCA)
By /s/ ALAIN BUTZBACH
---------------------
Name: Alain Butzbach
Title: Executive Vice President
Deputy General Manager
Credit Agreement
<PAGE> 83
- 79 -
COMMERZBANK AG
By /s/ ANDREW JACOBYANSKY
-------------------------
Name: Andrew Jacobyansky
Title: Vice President
By /s/ CARYN COSENTINI
-------------------------
Name: Caryn Cosentini
Title: Vice President
COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE
By /s/ A. CALO
-------------------------
Name: A. Calo
Title: VP
By /s/ MARTHA SKIDMORE
-------------------------
Name: Martha Skidmore
Title: VP
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/ WILLIAM H. WELCH
-------------------------
Name: William H. Welch
Title: Vice President & Manager
By /s/ W. JEFFREY VOLLACK
-------------------------
Name: W. Jeffery Vollack
Title: Vice President, Manager
Credit Agreement
<PAGE> 84
- 80 -
CREDIT LOCAL DE FRANCE,
NEW YORK AGENCY
By /s/ DAVID H. EISENDRATH
---------------------------
Name: David H. Eisendrath
Title: Deputy General Manager
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ TAKESHI KURITA
---------------------------
Name: Takeshi Kurita
Title: Vice President
EXPORT DEVELOPMENT CORPORATION
By /s/ PETER FORAN
---------------------------
Name: Peter Foran
Title: Team Leader -
Information Technologies
By /s/ PETER HEPBURN
---------------------------
Name: Peter Hepburn
Title: Team Leader -
Project Finance
THE FIRST NATIONAL BANK
OF BOSTON
By /s/ SHEPARD D. RAINIE
---------------------------
Name: Shepard D. Rainie
Title: Director
FLEET NATIONAL BANK
By /s/ PAULA H. LANG
---------------------------
Name: Paula H. Lang
Title: SVP
Credit Agreement
<PAGE> 85
- 81 -
THE FUJI BANK, LIMITED
CHICAGO BRANCH
By /s/ HIDEKAZU SEO
---------------------------
Name: Hidekazu Seo
Title: Joint General Manager
GULF INTERNATIONAL BANK B.S.C.
By /s/ THOMAS E. FITZHERBERT
---------------------------
Name: Thomas E. Fitzherbert
Title: Vice President
By /s/ ISSA N. BACONI
---------------------------
Name: Issa N. Baconi
Title: SVP & Branch Manager
ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A.
By /s/ WILLIAM J. DE ANGELO
---------------------------
Name: William J. De Angelo
Title: First Vice President
KB FINANCIAL SERVICES (IRELAND)
By /s/ CORMAC O ROURKE
---------------------------
Name: Cormac O Rourke
Title: General Manager
By /s/ BRIAN DUNNE
---------------------------
Name: Brian Dunne
Title: Associate Director
Credit Agreement
<PAGE> 86
- 82 -
LANDESBANK HESSEN-THURINGEN
GIROZENTRALE
By /s/ JOHN A. GREGORY
----------------------------
Name: John A. Gregory
Title: Vice President-
Structured Finance
By /s/ SYLVIA MORVAN
----------------------------
Name: Sylvia Morvan
Title: Assistant Vice President-
Structured Finance
MERITA BANK LTD-
NEW YORK BRANCH
By /s/ CHARLES J. LANSDOWN
----------------------------
Name: Charles J. Lansdown
Title: Vice President
By /s/ ERIC I. MANN
----------------------------
Name: Eric I. Mann
Title: Vice President
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED
By /s/ SHIGERU TSUJIMOTO
----------------------------
Name: Shigeru Tsujimoto
Title: Senior Vice President
& Manager
THE NIPPON CREDIT BANK, LTD.
By /s/ PETER CAPITELLI
----------------------------
Name: Peter Capitelli
Title: Vice President & Manager
Credit Agreement
<PAGE> 87
- 83 -
THE NORTHERN TRUST COMPANY
By /s/ SIDNEY R. DILLARD
----------------------------
Name: Sidney R. Dillard
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ TOM PARTRIDGE
----------------------------
Name: Tom Partridge
Title: Assistant Vice President
THE SAKURA BANK, LIMITED
By /s/ TAMIHIRO KAWAUCHI
----------------------------
Name: Tamihiro Kawauchi
Title: Senior Vice President &
Head of Real Estate/
Project Finance Dept.
THE SUMITOMO TRUST &
BANKING CO., LTD.,
NEW YORK BRANCH
By /s/ SURAJ P. BHATIA
----------------------------
Name: Suraj P. Bhatia
Title: Senior Vice President
Manager, Corporate
Finance Dept.
Credit Agreement
<PAGE> 88
- 84 -
SWISS BANK CORPORATION,
NEW YORK BRANCH
By /s/ THOMAS R. SALZANO
--------------------------
Name: Thomas R. Salzano
Title: Associate Director
Banking Finance Support
By /s/ SABINA WU
--------------------------
Name: Sabina Wu
Title: Director,
Credit Risk Management
THE TOKAI BANK, LIMITED
By /s/ DENNIS C. LONGWELL
--------------------------
Name: Dennis C. Longwell
Title: Executive Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ B. ADAM TROUT
--------------------------
Name: B. Adam Trout
Title: Assistant Vice President
YASUDA TRUST & BANKING CO.,
LTD.
By /s/ NORIO MIYASHITA
--------------------------
Name: Norio Miyashita
Title: Vice President
Credit Agreement
<PAGE> 89
- 85 -
GLOBAL ARRANGERS
----------------
CHASE SECURITIES INC.,
as a Global Arranger
By /s/ THOMAS CASSIN
---------------------
Title: Vice President
BZW, a division of
BARCLAYS BANK PLC,
as a Global Arranger
By /s/ JOHN GIANONNE
---------------------
Title: Director
Credit Agreement
<PAGE> 90
- 86 -
ADMINISTRATIVE AGENT
--------------------
THE CHASE MANHATTAN BANK
By /s/ ANN B. KEARNS
---------------------
Title: Vice President
Address for Notices:
The Chase Manhattan Bank
Agent Bank Services Group
140 East 45th Street, 29th Floor
New York, New York 10017
Attention: Sandra Miklave
Telecopier No.: (212) 622-0122
Telephone No.: (212) 622-0004
Credit Agreement
<PAGE> 91
- 87 -
DOCUMENTATION AGENT
-------------------
BARCLAYS BANK PLC
By /s/ JOHN GIANONNE
---------------------
Title: Director
Address for Notices:
Barclays Bank Plc
c/o BZW
222 Broadway
New York, New York 10038
Attention: Michael Wynne
Telecopier No.: (212) 412-6709
Telephone No.: (212) 412-6788
Credit Agreement
<PAGE> 92
SCHEDULE I
Commitments
<TABLE>
<CAPTION>
Lenders Amount
- ------- ------
<S> <C>
THE CHASE MANHATTAN BANK $15,625,000
BARCLAYS BANK PLC 15,625,000
ABN AMRO BANK N.V. 14,750,000
BANK OF AMERICA NT&SA 14,750,000
BANK OF MONTREAL 14,750,000
THE BANK OF NEW YORK 14,750,000
THE BANK OF NOVA SCOTIA 14,750,000
THE BANK OF TOKYO-MITSUBISHI,
LTD., CHICAGO BRANCH 14,750,000
BANQUE NATIONALE DE PARIS 14,750,000
BAYERISCHE HYPOTHEKEN-UND
WECHSEL-BANK
AKTIENGESELLSCHAFT,
NEW YORK BRANCH 14,750,000
CIBC INC. 14,750,000
CITIBANK, N.A. 14,750,000
CREDIT LYONNAIS
CHICAGO BRANCH 14,750,000
CREDIT SUISSE 14,750,000
DEUTSCHE BANK, AG -
CHICAGO BRANCH 14,750,000
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES 14,750,000
THE FIRST NATIONAL BANK
OF CHICAGO 14,750,000
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH 14,750,000
LTCB TRUST COMPANY 14,750,000
</TABLE>
Schedule I
<PAGE> 93
- 2 -
<TABLE>
<S> <C>
THE MITSUBISHI TRUST AND
BANKING CORPORATION 14,750,000
NATIONSBANK OF TEXAS, N.A. 14,750,000
ROYAL BANK OF CANADA 14,750,000
THE SANWA BANK, LIMITED
NEW YORK BRANCH 14,750,000
SOCIETE GENERALE 14,750,000
TORONTO-DOMINION (NEW YORK),
INC. 14,750,000
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH 14,750,000
WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
NEW YORK BRANCH 14,750,000
THE ASAHI BANK, LTD. 10,000,000
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED 10,000,000
BANCA COMMERCIALE ITALIANA -
NEW YORK BRANCH 10,000,000
BANCA CRT S.P.A. 10,000,000
BANCA MONTE DEI PASCHI DI
SIENA SPA 10,000,000
BANCA NAZIONALE DEL LAVORO
S.P.A. - NEW YORK BRANCH 10,000,000
BANK AUSTRIA
AKTIENGESELLSCHAFT 10,000,000
BANK OF IRELAND 10,000,000
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH 10,000,000
BHF-BANK AKTIENGESELLSCHAFT 10,000,000
</TABLE>
Schedule I
<PAGE> 94
- 3 -
<TABLE>
<S> <C>
CAISSE NATIONALE DE CREDIT
AGRICOLE (CNCA) 10,000,000
COMMERZBANK AG 10,000,000
COMPAGNIE FINANCIERE DE CIC
ET DE L'UNION EUROPEENNE 10,000,000
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH 10,000,000
CREDIT LOCAL DE FRANCE,
NEW YORK AGENCY 10,000,000
THE DAI-ICHI KANGYO BANK, LTD. 10,000,000
EXPORT DEVELOPMENT CORPORATION 10,000,000
THE FIRST NATIONAL BANK
OF BOSTON 10,000,000
FLEET NATIONAL BANK 10,000,000
THE FUJI BANK, LIMITED
CHICAGO BRANCH 10,000,000
GULF INTERNATIONAL BANK B.S.C. 10,000,000
ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A. 10,000,000
KB FINANCIAL SERVICES (IRELAND) 10,000,000
LANDESBANK HESSEN-THURINGEN
GIROZENTRALE 10,000,000
MERITA BANK LTD.-
NEW YORK BRANCH 10,000,000
THE MITSUI TRUST AND BANKING
COMPANY, LIMITED 10,000,000
THE NIPPON CREDIT BANK, LTD. 10,000,000
THE NORTHERN TRUST COMPANY 10,000,000
</TABLE>
Schedule I
<PAGE> 95
- 4 -
<TABLE>
<S> <C>
PNC BANK, NATIONAL ASSOCIATION 10,000,000
THE SAKURA BANK, LIMITED 10,000,000
THE SUMITOMO TRUST &
BANKING CO., LTD.,
NEW YORK BRANCH 10,000,000
SWISS BANK CORPORATION,
NEW YORK BRANCH 10,000,000
THE TOKAI BANK, LIMITED 10,000,000
UNION BANK OF CALIFORNIA, N.A. 10,000,000
YASUDA TRUST & BANKING CO.,
LTD. 10,000,000
----------------
$750,000,000
</TABLE>
Schedule I
<PAGE> 96
SCHEDULE II
Applicable Lending Offices & Addresses for Notices
(1) THE CHASE MANHATTAN BANK
Applicable Lending Office:
Base Rate Loans:
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Eurodollar Loans:
-same as above-
Address for Notices:
Archie Rigopoulis
The Chase Manhattan Bank
Agent Bank Services Group
140 East 45th Street
29th Floor
New York, NY 10017
Telephone: (212) 622-0013
Fax: (212) 622-0002
(2) BARCLAYS BANK PLC
Applicable Lending Office:
Base Rate Loans:
Barclays Bank PLC
BZW
222 Broadway
New York, NY 10038
Eurodollar Loans:
-same as above-
Address for Notices:
John Livingston
Barclays Bank PLC
222 Broadway
New York, NY 10038
Telephone: (212) 412-7588
Fax: (212) 412-7511
Schedule II
<PAGE> 97
- 2 -
(3) ABN AMRO BANK N.V.
Applicable Lending Office:
Base Rate Loans:
ABN Amro Bank, N.V., Chicago Branch
135 South LaSalle Street, Suite 625
Chicago, IL 60674-9135
Eurodollar Loans:
-same as above-
Address for Notices:
Joanna M. Riopelle
ABN Amro Bank, N.V.
Chicago Branch
135 South LaSalle St.
Suite 625
Chicago IL 60674-9135
Telephone: (312) 904-2955
Fax: (312) 904-8425
(4) THE ASAHI BANK, LTD.
Applicable Lending Office:
Base Rate Loans:
The Asahi Bank, Ltd.
1 World Trade Center, Suite 6011
New York, NY 10048-0476
Eurodollar Loans:
-same as above-
Address for Notices:
Douglas E. Price
The Asahi Bank, Ltd.
1 World Trade Center
Suite 6011
New York, NY 10048-0476
Telephone: (212) 912-7037
Fax: (212) 432-1135
Schedule II
<PAGE> 98
- 3 -
(5) AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Applicable Lending Office:
Base Rate Loans:
Australia and New Zealand Banking Group Limited
1177 Avenue of the Americas
New York, NY 10036
Eurodollar Loans:
-same as above-
Address for Notices:
Robert Sloan
Australia and New Zealand Banking
Group Limited
1177 Avenue of the Americas
New York, NY 10036
Telephone: (212) 801-9800
Fax: (212) 801-9131
(6) BANCA COMMERCIALE ITALIANA - NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Banca Commerciale Italiana
One William Street
New York, NY 10004
ii) Eurodollar Loans:
-same as above-
Address for Notices:
Sara Kim
Banca Commerciale Italiana
One William Street
New York, NY 10004
Telephone: (212) 607-3868
Fax: (212) 809-2124
Schedule II
<PAGE> 99
- 4 -
(7) BANCA CRT S.P.A.
Applicable Lending Office:
Base Rate Loans:
Banca CRT S.p.A., New York Branch
500 Park Avenue
New York, NY 10022
Eurodollar Loans:
Banca CRT S.p.A., Cayman Branch
c/o 500 Park Avenue
New York, NY 10022
Address for Notices:
William J. O'Brien
Banca CRT S.p.A.,
NEW YORK BRANCH
500 Park Avenue
New York, NY 10022
Telephone: (212) 980-3884
Fax: (212) 980-0809
(8) BANCA MONTE DEI PASCHI DI SIENA SPA
Applicable Lending Office:
Base Rate Loans:
Banca Monte Dei Paschi Di Siena SpA
245 Park Avenue - 26th Floor
New York, NY 10167
Eurodollar Loans:
-same as above-
Address for Notices:
Robert E. Woods
Banca Monte Dei Paschi Di Siena SpA
245 Park Avenue
26th Floor
New York, NY 10167
Telephone: (212) 557-8111
Fax: (212) 557-8039
Schedule II
<PAGE> 100
- 5 -
(9) BANCA NAZIONALE DEL LAVORO S.P.A. - NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Banca Nazionale del Lavoro S.p.A. - New York Branch
25 West 51st Street
New York, NY 10019
Eurodollar Loans:
-same as above-
Address for Notices:
Giulio Giovine
Banca Nazionale del Lavoro S.p.A.
New York Branch
25 West 51st Street
New York, NY 10019
Telephone: (212) 581-0710
Fax: (212) 765-2978
(10) BANK AUSTRIA AKTIENGESELLSCHAFT
Applicable Lending Office:
Base Rate Loans:
Bank Austria Aktiengesellschaft, New York Branch
565 Fifth Avenue
New York, NY 10017
Eurodollar Loans:
Bank Austria, Grand Cayman Branch
565 Fifth Avenue
New York, NY 10017
Address for Notices:
Jonathan Bakker
Bank Austria Aktiengesellschaft
New York Branch
565 Fifth Avenue
New York, NY 10017
Telephone: (212) 880-1074
Fax: (212) 880-1080
Schedule II
<PAGE> 101
- 6 -
(11) BANK OF AMERICA NT&SA
Applicable Lending Office:
Base Rate Loans:
Bank of America NT&SA
1850 Gateway Boulevard
Concord, CA 94520
Eurodollar Loans:
-same as above-
Address for Notices:
Doug Bontemps
Bank of America NT&SA
335 Madison Avenue
New York, NY 10017
Telephone: (212) 503-8074
Fax: (212) 503-7878
(12) BANK OF IRELAND
Applicable Lending Office:
Base Rate Loans:
Bank of Ireland International Finance
La Touche House, I.F.S.C., Custom House Docks
Dublin 1, Ireland
Eurodollar Loans:
-same as above-
Address for Notices:
Niamf O'Flynn
Bank of Ireland International Finance
La Touche House, I.F.S.C.
Custom House Docks
Dublin 1, Ireland
Telephone: (353 1) 609 3491
Fax: (353 1) 829 0129
Schedule II
<PAGE> 102
- 7 -
(13) BANK OF MONTREAL
Applicable Lending Office:
Base Rate Loans:
Bank of Montreal
115 South LaSalle Street
Chicago, IL 60603
Eurodollar Loans:
-same as above-
Address for Notices:
Patrick Keleher
Bank of Montreal
430 Park Avenue
New York, NY 10022
Telephone: (212) 605-1477
Fax: (212) 605-1648/1621
(14) THE BANK OF NEW YORK
Applicable Lending Office:
Base Rate Loans:
The Bank of New York
One Wall Street - 18th Floor
New York, NY 10286
Eurodollar Loans:
-same as above-
Address for Notices:
James Whitaker
The Bank of New York
One Wall Street
16th Floor
New York, NY 10286
Telephone: (212) 635-8843
Fax: (212) 635-8595
Schedule II
<PAGE> 103
- 8 -
(15) THE BANK OF NOVA SCOTIA
Applicable Lending Office:
Base Rate Loans:
The Bank of Nova Scotia
600 Peachtree St. NE, Suite 2700
Atlanta, GA 30308
Eurodollar Loans:
-same as above-
Address for Notices:
Keith Rauschenberger
The Bank of Nova Scotia
181 W. Madison Street
Suite 3700
Chicago, IL 60602
Telephone: (312) 201-4183
Fax: (312) 201-4108
(16) THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
Applicable Lending Office:
Base Rate Loans:
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
227 W. Monroe Street, Suite 2300
Chicago, IL 60606
Eurodollar Loans:
-same as above-
Address for Notices:
Wayne Yamanaka
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
227 W. Monroe Street
Suite 2300
Chicago, IL 60606
Telephone: (312) 696-4664
Fax: (312) 696-4535
Schedule II
<PAGE> 104
- 9 -
(17) BANQUE NATIONALE DE PARIS
Applicable Lending Office:
Base Rate Loans:
Banque Nationale de Paris
209 S. LaSalle
Chicago, IL 60604
Eurodollar Loans:
-same as above-
Address for Notices:
Rosalie Hawley
Banque Nationale De Paris
209 S. LaSalle
Chicago, IL 60604
Telephone: (312) 977-2203
Fax: (312) 977-1380
(18) BAYERISCHE HYPOTHEKEN- UND WECHSEL-BANK AKTIENGESELLSCHAFT,
NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Bayerische Hypotheken- und Wechsel-Bank
Aktiengesellschaft, New York Branch
Financial Square, 32 Old Slip
New York, NY 10005
Eurodollar Loans:
-same as above-
Address for Notices:
Christian Walter
Bayerische Hypotheken- und Wechsel-Bank
Aktiengesellschaft, New York Branch
Financial Square, 32 Old Slip
New York, NY 10005
Telephone: (212) 440-0742
Fax: (212) 440-0741
Schedule II
<PAGE> 105
- 10 -
(19) BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH
Applicable Lending Office:
Base Rate Loans:
Bayerische Landesbank Girozentrale, Cayman Islands
Branch
560 Lexington Avenue - 17th Floor
New York, NY 10022
Eurodollar Loans:
-same as above-
Address for Notices:
Patricia Sanchez
Bayerische Landesbank Girozentrale, Cayman Islands
Branch
560 Lexington Avenue
17th Floor
New York, NY 10022
Telephone: (212) 310-9810
Fax: (212) 310-9868
Schedule II
<PAGE> 106
- 11 -
(20) BHF-BANK AKTIENGESELLSCHAFT
Applicable Lending Office:
Base Rate Loans:
BHF-BANK AG, New York Branch
590 Madison Avenue
New York, NY 10022-2540
Eurodollar Loans:
BHF-BANK AG, Grand Cayman Branch
c/o BHF-BANK AG, NY Branch
590 Madison Avenue
New York, NY 10022-2540
b) Address for Notices:
John W. Holmquist
BHF-BANK Aktiengesellschaft
111 West Ocean Boulevard
Suite 1325
Long Beach, CA 90832-2186
Telephone: (310) 983-5009
Fax: (310) 983-5015
Schedule II
<PAGE> 107
- 12 -
(21) CAISSE NATIONALE DE CREDIT AGRICOLE (CNCA)
Applicable Lending Office:
Base Rate Loans:
Caisse Nationale De Credit Agricole (CNCA)
55 E. Monroe, 47th Floor
Chicago, IL 60603
Eurodollar Loans:
CNCA-Chicago
55 E. Monroe, 47th Floor
Chicago, IL 60603
Address for Notices:
Phillip Salter
Caisse Nationale De Credit Agricole (CNCA)
55 E. Monroe, 47th Floor
Chicago, IL 60603
Telephone: (312) 917-7417
Fax: (312) 372-2830
Schedule II
<PAGE> 108
- 13 -
(22) CIBC INC.
Applicable Lending Office:
Base Rate Loans:
CIBC Inc.
Two Paces Ferry Road
2727 Paces Ferry Road
Suite 1200
Atlanta, GA 30339
Eurodollar Loans:
-same as above-
Address for Notices:
Miriam McCart
CIBC Inc.
Two Paces Ferry Road
2727 Paces Ferry Road
Suite 1200
Atlanta, GA 30339
Telephone: (770) 319-4842
Fax: (770) 319-4950
Schedule II
<PAGE> 109
- 14 -
(23) CITIBANK, N.A.
Applicable Lending Office:
Base Rate Loans:
Citibank, N.A.
399 Park Avenue
New York, NY 10043
Eurodollar Loans:
-same as above-
Address for Notices:
James M. Walsh
Citibank, N.A.
399 Park Avenue
New York, NY 10043
Telephone: (212) 559-7538
Fax: (212) 593-0054
(24) COMMERZBANK AG
Applicable Lending Office:
Base Rate Loans:
Commerzbank Ag Grand Cayman Branch
2 World Financial Center
New York, NY 10281
Eurodollar Loans:
-same as above-
Address for Notices:
Andrew Jacobyansky
Commerzbank Ag Grand Cayman Branch
2 World Financial Center
New York, NY 10281
Telephone: (212) 266-7568
Fax: (212) 266-7530
Schedule II
<PAGE> 110
- 15 -
(25) COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE
Applicable Lending Office:
Base Rate Loans:
Compagnie Financiere De Cic Et De L'Union Europeenne
520 Madison Avenue, 37th Floor
New York, NY 10022
Eurodollar Loans:
-same as above-
Address for Notices:
Albert M. Calo
Compagnie Financiere De Cic Et De L'Union Europeenne
520 Madison Avenue
37th Floor
New York, NY 10022
Telephone: (212) 715-4425
Fax: (212) 715-4535
(26) CREDIT LOCAL DE FRANCE, NEW YORK AGENCY
Applicable Lending Office:
Base Rate Loans:
Credit Local de France
450 Park Avenue, 3rd Floor
New York, NY 10022
Eurodollar Loans:
-same as above-
Address for Notices:
Michael Wiskind
Credit Local de France
450 Park Avenue, 3rd Floor
New York, NY 10022
Telephone: (212) 753-2349
Fax: (212) 753-5522
Schedule II
<PAGE> 111
- 16 -
(27) CREDIT LYONNAIS CHICAGO BRANCH
Applicable Lending Office:
Base Rate Loans:
Credit Lyonnais Chicago Branch
227 West Monroe Street
Suite 3800
Chicago, IL 60606
Eurodollar Loans:
-same as above-
Address for Notices:
David Payne
Credit Lyonnais Chicago Branch
227 West Monroe Street
Suite 3800
Chicago, IL 60606
Telephone: (312) 220-7310
Fax: (312) 641-0527
(28) CREDIT SUISSE
Applicable Lending Office:
Base Rate Loans:
Hazel Leslie
Risk Management
Credit Suisse
12 East 49th Street
New York, NY 10017
Eurodollar Loans:
-same as above-
Address for Notices:
Michael Viazzoli
cc: Jackie Bragen
Credit Suisse
227 West Monroe Street
Suite 4000
Chicago, IL 60606
Telephone: (312) 630-0086
Fax: (312) 630-0359
Schedule II
<PAGE> 112
- 17 -
(29) THE DAI-ICHI KANGYO BANK, LTD.
Applicable Lending Office
Base Rate Loans:
The Dai-Ichi Kangyo Bank, Ltd.
1 World Trade Center, 48th Floor
New York, NY 10048
Eurodollar Loans:
-same as above-
Address for Notices:
Takeshi Kurita
The Dai-Ichi Kangyo Bank, Ltd.
1 World Trade Center, 48th Floor
New York, NY 10048
Telephone: (212) 432-6616
Fax: (212) 488-8955
(30) DEUTSCHE BANK AG - CHICAGO BRANCH
Applicable Lending Office:
Base Rate Loans:
Deutsche Bank AG, Chicago Branch
227 West Monroe, Suite 4350
Chicago, IL 60606
Eurodollar Loans:
Deutsche Bank AG, Cayman Islands Branch
c/o Deutsche Bank AG, New York Branch
31 West 52nd Street
New York, NY 10019
Address for Notices:
Hans Roderich
Deutsche Bank AG, Chicago Branch
227 West Monroe, Suite 4350
Chicago, IL 60606
Telephone: (312) 578-4100
Fax: (312) 578-4111
Schedule II
<PAGE> 113
- 18 -
(31) DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
Applicable Lending Office:
Base Rate Loans:
Dresdner Bank
75 Wall Street
New York, NY 10005-2889
Eurodollar Loans:
-same as above-
Address for Notices:
Lawrence Jones
Dresdner Bank (New York)
75 Wall Street
New York, NY 10005-2889
Telephone: (212) 429-2730
Fax: (212) 429-2129
(32) EXPORT DEVELOPMENT CORPORATION
Applicable Lending Office:
Base Rate Loans:
Export Development Corporation
151 O'Connor Street
Ottawa, Ontario K1A 1K3
Canada
Eurodollar Loans:
-same as above-
Address for Notices:
Robert Forbes
Export Development Corporation
151 O'Connor Street
Ottawa, Ontario K1A 1K3
Canada
Telephone: (613) 598-2844
Fax: (613) 598-6858
Schedule II
<PAGE> 114
- 19 -
(33) THE FIRST NATIONAL BANK OF BOSTON
Applicable Lending Office:
Base Rate Loans:
The First National Bank of Boston
100 Federal Street
Boston, MA 02110
Eurodollar Loans:
-same as above-
Address for Notices:
Lisa Gallagher
The First National Bank of Boston
100 Federal Street
Boston, MA 02110
Telephone: (617) 434-7156
Fax: (617) 434-3401
(34) THE FIRST NATIONAL BANK OF CHICAGO
Applicable Lending Office:
Base Rate Loans:
The First National Bank of Chicago
One First National Plaza
Chicago, IL 60670-0324
Eurodollar Loans:
-same as above-
Address for Notices:
Michael W. McCorkle
The First National Bank of Chicago
One First National Plaza
Chicago, IL 60670-0324
Telephone: (312) 732-3568
Fax: (312) 732-5296
Schedule II
<PAGE> 115
- 20 -
(35) FLEET NATIONAL BANK
Applicable Lending Office:
Base Rate Loans:
Fleet National Bank
75 State Street
Boston, MA 02109
Eurodollar Loans:
-same as above-
Address for Notices:
Paula H. Lang
Fleet National Bank
75 State Street
Boston, MA 02109
Telephone: (617) 346-3773
Fax: (617) 346-3777
(36) THE FUJI BANK, LIMITED CHICAGO BRANCH
Applicable Lending Office:
Base Rate Loans:
The Fuji Bank, Limited Chicago Branch
225 West Wacker Drive, Suite 2000
Chicago, IL 60606
Eurodollar Loans:
-same as above-
Address for Notices:
Robert W. Heller
THE Fuji Bank, Limited
Chicago Branch
225 West Wacker Drive
Suite 2000
Chicago, IL 60606
Telephone: (312) 621-0521
Fax: (312) 621-0539
Schedule II
<PAGE> 116
- 21 -
(37) GULF INTERNATIONAL BANK B.S.C.
Applicable Lending Office:
Base Rate Loans:
Gulf International Bank B.S.C.
380 Madison Avenue
New York, NY 10017
Eurodollar Loans:
Gulf International Bank B.S.C. Grand Cayman Branch
c/o New York Branch, 380 Madison Avenue
New York, NY 10017
Address for Notices:
Thomas E. Fitzherbert
Gulf International Bank B.S.C.
380 Madison Avenue
New York, NY 10017
Telephone: (212) 922-2320
Fax: (212) 922-2309/2339
(38) THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
The Industrial Bank of Japan,
Limited, New York Branch
245 Park Avenue, 23rd Floor
New York, NY 10167
Eurodollar Loans:
-same as above-
Address for Notices:
William Chin
The Industrial Bank of Japan,
Limited, New York Branch
245 Park Avenue, 23rd Floor
New York, NY 10167
Telephone: (212) 309-6674
Fax: (212) 661-8629
Schedule II
<PAGE> 117
- 22 -
(39) ISTITUTO BANCARIO SAN PAOLO DI TORINO S.p.A.
Applicable Lending Office:
Base Rate Loans:
Istituto Bancario San Paolo Di Torino S.p.A.
245 Park Avenue, 35th Floor
New York, NY 10167
Eurodollar Loans:
Istituto Bancario San Paolo Di Torino Bahamas S.p.A.
245 Park Avenue, 35th Floor
New York, NY 10167
Address for Notices:
Luca Sacchi
Istituto Bancario San Paolo
Di Torino S.p.A.
245 Park Avenue
35th Floor
New York, NY 10167
Telephone: (212) 692-3130
Fax: (212) 599-5303
(40) KB FINANCIAL SERVICES (IRELAND)
Applicable Lending Office:
Base Rate Loans:
KBFSI c/o Kredietbank N.V.
125 West 55th Street
New York, NY 10019
Eurodollar Loans:
KBFSI (Paul O'Leary)
91 Merrion Square
Dublin 2, Ireland
Address for Notices:
Faicra Nagle/John Kirwan
KBFSI
IFSC House, Customs House Quay
Dublin 1, Ireland
Telephone: (011) 35-31-670-0888
Fax: (011) 35-31-670-0855
Schedule II
<PAGE> 118
- 23 -
(41) LANDESBANK HESSEN-THURINGEN GIROZENTRALE
Applicable Lending Office:
Base Rate Loans:
Landesbank Hessen-Thuringen Girozentrale
420 Fifth Avenue, 24th Floor
New York, NY 10018
Eurodollar Loans:
-same as above-
Address for Notices:
Cornelius J. McMorrow
Landesbank Hessen-Thuringen
Girozentrale
420 Fifth Avenue
24th Floor
New York, NY 10018
Telephone: (212) 703-5224
Fax: (212) 703-5256
(42) LTCB TRUST COMPANY
Applicable Lending Office:
Base Rate Loans:
LTCB Trust Company
165 Broadway, 49th Floor
New York, NY 10006
Eurodollar Loans:
-same as above-
Address for Notices:
Tetsuya Fukunaga
LTCB Trust Company
165 Broadway
49th Floor
New York, NY 10006
Telephone: (212) 335-4549
Fax: (212) 608-2371
Schedule II
<PAGE> 119
- 24 -
(43) MERITA BANK LTD - NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Merita Bank Ltd - New York Branch
437 Madison Avenue, 21st Floor
New York, NY 10022
Eurodollar Loans:
-same as above-
Address for Notices:
Charles J. Lansdown
Merita Bank Ltd,
New York Branch
437 Madison Avenue
21st Floor
New York, NY 10022
Telephone: (212) 318-9562
Fax: (212) 421-4420
(44) THE MITSUBISHI TRUST AND BANKING CORPORATION
Applicable Lending Office:
Base Rate Loans:
The Mitsubishi Trust and Banking Corporation
520 Madison Avenue
New York, NY 10022
Eurodollar Loans:
-same as above-
Address for Notices:
Anthony Rock
The Mitsubishi Trust and
Banking Corporation
520 Madison Avenue
New York, NY 10022
Telephone: (212) 891-8425
Fax: (212) 844-6825 or 593-4691
Schedule II
<PAGE> 120
- 25 -
(45) THE MITSUI TRUST AND BANKING COMPANY, LIMITED
Applicable Lending Office:
Base Rate Loans:
THE Mitsui Trust and Banking Company, Limited
One World Financial Ctr, 21st Floor
200 Liberty Street
New York, NY 10281
Eurodollar Loans:
-same as above-
Address for Notices:
Paul Dellova, Jr.
The Mitsui Trust and Banking
Company, Limited
One World Financial Center
21st Floor
200 Liberty Street
New York, NY 10281
Telephone: (212) 341-0469
Fax: (212) 945-4171/4170
(46) NATIONSBANK OF TEXAS, N.A.
Applicable Lending Office:
Base Rate Loans:
Nationsbank of Texas, N.A.
901 Main Street
Dallas, TX 75202
ii) Eurodollar Loans:
-same as above-
Address for Notices:
Tony Cacheria
Nationsbank of Texas, N.A.
901 Main Street
64th Floor
Dallas, TX 75202
Telephone: (214) 508-0157
Fax: (214) 508-9390
Schedule II
<PAGE> 121
- 26 -
(47) THE NIPPON CREDIT BANK, LTD.
Applicable Lending Office:
Base Rate Loans:
The Nippon Credit Bank, Ltd.
245 Park Avenue
New York, NY 10167
Eurodollar Loans:
-same as above-
Address for Notices:
Peter Capitelli
The Nippon Credit Bank, Ltd.
245 Park Avenue
New York, NY 10167
Telephone: (212) 984-1331
Fax: (212) 490-3895
(48) THE NORTHERN TRUST COMPANY
Applicable Lending Office:
Base Rate Loans:
The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60675
Eurodollar Loans:
-same as above-
Address for Notices:
Diane M. Baer
The Northern Trust Company
50 S. LaSalle Street
Chicago, IL 60675
Telephone: (312) 444-5802
Fax: (312) 444-5055
Schedule II
<PAGE> 122
- 27 -
(49) PNC BANK, NATIONAL ASSOCIATION
Applicable Lending Office:
Base Rate Loans:
PNC Bank, N.A.
100 South Broad Street
9th Floor
Philadelphia, PA 19101
Eurodollar Loans:
-same as above-
Address for Notices:
Tom Partridge
PNC Bank, N.A.
100 South Broad Street
9th Floor
Philadelphia, PA 19101
Telephone: (215) 585-8457
Fax: (215) 585-6680
Schedule II
<PAGE> 123
- 28 -
(50) COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Rabobank Nederland, New York Branch
Corporate Services
215 Park Avenue
New York, NY 10167
Eurodollar Loans:
-same as above-
Address for Notices:
Douglas W. Zylstra
Rabobank Nederland
300 South Wacker Drive
Suite 3500
Chicago, IL 60606
Telephone: (312) 408-8248
Fax: (312) 786-0052
with a copy to:
Guillermo Bilbao
Rabobank Nederland
245 Park Avenue
New York, NY 10167
Telephone: (212) 916-7864
Fax: (212) 916-7880
Schedule II
<PAGE> 124
- 29 -
(51) ROYAL BANK OF CANADA
Applicable Lending Office:
Base Rate Loans:
Royal Bank of Canada, New York Branch
Financial Square, 23rd Floor
New York, NY 10005-3531
Eurodollar Loans:
Royal Bank of Canada, New York Branch
Financial Square
23rd Floor
New York, NY 10005-3531
Address for Notices:
Royal Bank of Canada
New York Branch
Financial Square, 23rd Floor
New York, NY 10005-3531
Attention: Manager, Credit Administration
Telephone: (212) 428-6311
Fax: (212) 428-2372
with a copy to:
John Page
Royal Bank of Canada
Financial Square
24th Floor
New York, NY 10005-3531
Telephone: (212) 428-6551
Fax: (212) 428-6460
Schedule II
<PAGE> 125
- 30 -
(52) THE SAKURA BANK, LIMITED
Applicable Lending Office:
Base Rate Loans:
The Sakura Bank, Limited, New York Branch
277 Park Avenue, 46th Floor
New York, NY 10172-0098
Eurodollar Loans:
-same as above-
Address for Notices:
Mr. Kazuhiro Kuramoto
The Sakura Bank, Limited,
New York Branch
277 Park Avenue
46th Floor
New York, NY 10172-0098
Telephone: (212) 756-6802
Fax: (212) 888-7651
(53) THE SANWA BANK, LIMITED
NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
The Sanwa Bank, Limited
New York Branch
55 East 52nd Street
New York, NY 10055
Eurodollar Loans:
-same as above-
Address for Notices:
Laurance J. Bressler
The Sanwa Bank, Limited
New York Branch
55 East 52nd Street
New York, NY 10055
Telephone: (212) 339-6213
Fax: (212) 754-2360
Schedule II
<PAGE> 126
- 31 -
(54) SOCIETE GENERALE
Applicable Lending Office:
Base Rate Loans:
Societe Generale
181 West Madison Street-Suite 3400
Chicago, Illinois 60602
Eurodollar Loans:
-same as above-
Address for Notices:
Seth Asofsky
Societe Generale
181 West Madison Street
Suite 3400
Chicago, IL 60602
Telephone: (312) 578-5055
Fax: (312) 578-5099
(55) THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
The Sumitomo Trust & Banking Co., Ltd.,
New York Branch
527 Madison Avenue
New York, NY 10022
Eurodollar Loans:
-same as above-
Address for Notices:
Robin Schreiber
The Sumitomo Trust & Banking Co., Ltd.,
New York Branch
527 Madison Avenue
New York, NY 10022
Telephone: (212) 326-0781
Fax: (212) 418-4848
Schedule II
<PAGE> 127
- 32 -
(56) SWISS BANK CORPORATION, NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Swiss Bank Corporation, New York Branch
222 Broadway
New York, NY 10038
Eurodollar Loans:
-same as above-
Address for Notices:
Sean Kelly
Swiss Bank Corporation,
New York Branch
222 Broadway
4th Floor
New York, NY 10038
Telephone: (212) 335-1875
Fax: (212) 574-3228
(57) THE TOKAI BANK, LIMITED
Applicable Lending Office:
Base Rate Loans:
The Tokai Bank, Limited New York Branch
55 East 52nd Street
New York, NY 10055
Eurodollar Loans:
-same as above-
Address for Notices:
John Quigley
The Tokai Bank, Limited
New York Branch
55 East 52nd Street
New York, NY 10055
Telephone: (212) 339-1091
Fax: (212) 754-2170
Schedule II
<PAGE> 128
- 33 -
(58) TORONTO DOMINION (NEW YORK), INC.
Applicable Lending Office:
Base Rate Loans:
Toronto Dominion (New York), Inc.
909 Fannin Street, 17th Floor
Houston, TX 77010
Eurodollar Loans:
-same as above-
Address for Notices:
Debbie Greene
The Toronto-Dominion Bank
909 Fannin Street
17th Floor
Houston, TX 77010
Telephone: (713) 653-8245
Fax: (713) 951-9921
(59) UNION BANK OF CALIFORNIA, N.A.
Applicable Lending Office:
Base Rate Loans:
Union Bank of California
445 S. Figueroa Street
Los Angeles, CA 90071
Eurodollar Loans:
-same as above-
Address for Notices:
Kevin Sampson
Union Bank of California
445 S. Figueroa Street
Suite 700
Los Angeles, CA 90071
Telephone: (213) 236-6585
Fax: (213) 236-5747
Schedule II
<PAGE> 129
- 34 -
(60) UNION BANK OF SWITZERLAND, NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Union Bank of Switzerland
299 Park Avenue
New York, NY 10171
Eurodollar Loans:
Union Bank of Switzerland, New York Branch
299 Park Avenue
New York, NY 10171
Address for Notices:
Richard Ennis
Union Bank of Switzerland
299 Park Avenue
New York, NY 10171
Telephone: (212) 821-3949
Fax: (212) 821-3689
(61) WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
Applicable Lending Office:
Base Rate Loans:
Westdeutsche Landesbank Girozentrale,
New York Branch
1211 Avenues of the Americas
New York, NY 10036
Eurodollar Loans:
-same as above-
Address for Notices:
John B. Hall
Westdeutsche Landesbank
Girozentrale,
Chicago Rep. Office
181 West Madison Street
Chicago, IL 60602
Telephone: (312) 553-1600
Fax: (312) 553-1608
Schedule II
<PAGE> 130
- 35 -
(62) YASUDA TRUST & BANKING CO., LTD.
Applicable Lending Office:
Base Rate Loans:
Yasuda Trust & Banking Co., Ltd.
666 Fifth Avenue, Suite 801
New York, NY 10103
Eurodollar Loans:
-same as above-
Address for Notices:
DoHoon Kim
Yasuda Trust & Banking Co., Ltd.
666 Fifth Avenue
Suite 801
New York, NY 10103
Telephone: (212) 373-5879
Fax: (212) 373-5796
Schedule II
<PAGE> 131
SCHEDULE III
Litigation
None.
Schedule III
<PAGE> 132
SCHEDULE IV
LLC Membership Interests & Equity Rights
Part A -- Members:
See attached Annex B from the Iridium LLC Limited Liability Company Agreement.
On the closing date Motorola will receive one Series B Class 2 Interest and 75
Series C Class 2 Interests
Part B -- Equity Rights:
Iridium LLC has issued or intends to issue the following Equity Rights:
1. A warrant to Motorola (the "Motorola Warrant") to purchase Series M
Class 2 Interests, the designations of which are as set forth in
Section 4.04 of the LLC Agreement.
2. Warrants to certain Members to purchase in the aggregate 68,427 Class
1 Interests.
3. Series A Class 2 Interests, the designations of which are as set forth
in Section 4.05 of the LLC Agreement and which are convertible into
Class 1 Interests.
4. The Company is authorized to issue warrants to purchase up to 150,000
Class 1 Interests to guarantors of its obligations under this Credit
Agreement.
5. The Company is authorized to issue warrants to purchase up to 122,200
Class 1 Interests to gateway territory owners.
Schedule IV
<PAGE> 133
ANNEX B
INTERESTS
<TABLE>
<CAPTION>
Series M Series A Series B Series C
Class 1 Convertible Class 2 Class 2 Class 2
Name and Business Address Interests Class 2 Interests Interests Interests Interests
------------------------- --------- ----------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
BCE Mobile Communications, Inc. -- -- 8,000 -- --
8501 Trans Canada Highway
ST - Laurent, Quebec
Canada
Iridium Africa Corporation 40,000 -- -- -- --
c/o Mawarid Services (UK) Ltd.
Barkeley Square House, 6th Floor
Barkeley Square
London W1X 5PN England
Iridium Andes-Caribe 2,000 -- -- -- --
Ed. Maploca II - Piso 4
Av. Principal de Los Cortijos de Lourdes
Caracas, Venezuela
Iridium Brasil S/A 2,523 -- -- -- --
CX. Postal 7060
80021 - Curitiba - PR -
Brazil
Iridium Canada, Inc. 70,000 -- -- -- --
c/o BCE Mobile
20 Carlson Court
Etobloke, Ontario
Canada M9W 6V4
Iridium China (Hong Kong) Ltd. 70,000 -- -- -- --
12/F Conic Investment Building
13 Hok Yuan Street
Hunghom, Kowloon, Hong Kong
Iridium Middle East Corporation 80,000 -- -- -- --
c/o Carlyle International
1001 Pennsylvania Ave., N.W.
Washington, D.C. 20004
</TABLE>
ANNEX B
<PAGE> 134
- 2 -
<TABLE>
<CAPTION>
Series M Series A Series B Series C
Class 1 Convertible Class 2 Class 2 Class 2
Name and Business Address Interests Class 2 Interests Interests Interests Interests
------------------------- --------- ----------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
-or-
c/o Mawarid Services (UK) Ltd.
Berkeley Square House, 6th Floor
Berkeley Square
London W1X 5PN England
Iridium India Telecom Limited 70,000 -- -- -- --
c/o Industrial Development Bank of India
IBDI Tower, Cuffe Parade
Bombay - 400 005 India
Iridium SudAmerica Corporation 140,000 -- -- -- --
Ed. Maploca II - Piso 4
Av. Principal de Los Cortijos de Lourdes
Caracas, Venezuela
Khrunichev State Research and
Production Space Center 70,000 -- 11,775 -- --
18, Novozsvodskaja St.
Moscow 121309
Russian Federation
Korea Mobile Telecommunications
Corporation 70,000 -- 11,775 -- --
6th Floor, Namsan Green Building 267
5-ga, Namdaemunno
Chung-gue, Seoul Korea
Lockheed Martin Corporation 20,000 -- -- -- --
1111 Lockheed Way
ORGN 50-01, Bldg. 104
Sunnyvale, CA 94089
Motorola, Inc. 318,919 -- -- -- --
1303 East Algonquin Rd.
Schaumburg, IL 60196
Nippon Iridium (Bermuda) Limited 210,000 -- -- -- --
c/o NIPPON IRIDIUM CORPORATION
</TABLE>
ANNEX B
<PAGE> 135
- 3 -
<TABLE>
<CAPTION>
Series M Series A Series B Series C
Class 1 Convertible Class 2 Class 2 Class 2
Name and Business Address Interests Class 2 Interests Interests Interests Interests
------------------------- --------- ----------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Ichibancho FS Building 8
Ichibancho Chiyoda-ku
Tokyo 102 Japan
Pacific Electric Wire & Cable, Co., Ltd. 70,000 -- -- -- --
4th Floor, Pacific Commercial Bldg.
285, Chung Hsiao East Road, Section 4
Taipel 106, Taiwan
Raytheon Company 12,000 -- -- -- --
1001 Boston Post Road
Marlboro, MA 01752
STET - Societa Finanziaria Telefonica 60,000 -- -- -- --
per Azioni
c/o Telecom Italia SpA
Via Flaminia 189
00196 Rome Italy
Sprint Iridium, Inc. 70,000 -- 11,775 -- --
2330 Shawnee Mission Parkway
Westwood, KS 66205
Thai Satellite Telecommunications Co., 70,000 -- -- -- --
Ltd.
c/o United Communication
Industry Co. Ltd.
20 Phahonyothin Rd.
Soi 11 Phayathai
Bangkok 10400, Thailand
VEBACOM Holdings, Inc. 165,705 -- -- -- --
c/o VEBACOM GmbH
Am. Bonneshof 35
D-40474 Dusseldorf Germany
Totals 1,611,147 -- 43,325 -- --
</TABLE>
ANNEX B
<PAGE> 136
SCHEDULE V
Subsidiaries and Investments
[See Sections 7.13 and 8.08(a)]
Part A -- Subsidiaries:
None.
Part B -- Other Investments:
None.
Schedule V
<PAGE> 137
SCHEDULE VI
Indebtedness
[See Section 8.07(b)]
1. $480,150,000 principal amount at maturity of 14 1/2% Senior
Subordinated Discount Notes Due 2006 owing to members of Iridium LLC
or affiliates of such members.
Schedule VI
<PAGE> 1
EXHIBIT 10.16
EXECUTION COPY
AGREEMENT REGARDING GUARANTEE
Agreement Regarding Guarantee, dated as of August 21, 1996
between Motorola, Inc., a Delaware corporation (the "Guarantor"), and Iridium
LLC, a Delaware limited liability company (the "Company").
1. Bridge Financing Guarantee. The Guarantor has
concurrently herewith entered into a Guarantee Agreement attached hereto as
Annex A (the "Bridge Agreement Guarantee") pursuant to which the Guarantor will
guarantee the payment of up to $750,000,000 of the obligations of the Company
under the Credit Agreement, dated as of August 21, 1996, between the Company
and the banks named therein (as such agreement exists when originally executed,
the "Bridge Agreement"), attached hereto as Annex B. The Company will provide
the Guarantor with written notice at least five full Business Days (and no more
than ten Business Days) prior to giving notice to the banks under the Bridge
Agreement of a proposed borrowing. Capitalized terms used herein which are
defined in the Bridge Agreement shall have the meanings set forth in the Bridge
Agreement unless otherwise defined herein.
2. Possible Takeout Financing Guarantee. The Guarantor and
the Company acknowledge that the Company will seek to arrange for one or more
debt facilities to secure appropriate bank financing to complete the project
(which may include an extension of the Bridge Agreement) which will refinance
the Bridge Agreement (the "Takeout Financing Facility") and that any such
facilities will likely require guarantees or other credit support. The
Guarantor has offered to provide a guarantee or other credit support for up to
$750 million of the Company's obligations under the Takeout Financing Facility
(the "Takeout Financing Facility Guarantee"), subject to the completion of
negotiations with the senior lenders under the Takeout Financing Facility
satisfactory to the Guarantor with respect to the amount and other terms and
conditions of the Takeout Financing Facility Guarantee and of the Takeout
Financing Facility. Any agreement by Guarantor to extend the Takeout Financing
Facility Guarantee would be subject to the terms and conditions set forth in
Guarantor's Proposal to the Company, dated May 9, 1996 (revised), attached
hereto as Annex C (the "Proposal").
<PAGE> 2
3. Reimbursement Obligation.
(a) Company Default. Other than as set forth under Section
3(b) below, if and to the extent that the Lenders or the Administrative Agent
demand that the Guarantor pay, and the Guarantor does pay, any Bridge Agreement
Amount (as defined below) pursuant to the Bridge Agreement Guarantee (a "Bridge
Guarantee Payment"), the Company shall, promptly upon receipt from the
Guarantor of a written demand for reimbursement, reimburse the Guarantor for
such Bridge Guarantee Payment, plus interest accruing at a rate equal to that
which would be in effect under the Bridge Agreement, without duplication.
"Bridge Agreement Amount" means any amount due from the Company under the
Bridge Agreement or any Revolving Credit Note.
(b) Guarantor Default. If a Bridge Guarantee Payment relates
to a Bridge Agreement Amount that has been accelerated or otherwise become due
as a result of a Motorola-Based Default (as defined below), then (i) the
Guarantor shall assume and become subject to the obligations of the Lenders and
the Agents under the Bridge Agreement vis-a-vis the Company (including, without
limitation, the obligation to make Loans in the aggregate principal amount of
the Lenders' Commitments), (ii) the Guarantor shall assume and become entitled
to the benefits of the rights of the Lenders and the Agents under the Bridge
Agreement vis-a-vis the Company (including, without limitation, the right to
receive payments in respect of Loans made under the Bridge Agreement), but not
including any provisions relating to the Bridge Agreement Guarantee or the
occurrence of a Motorola Default (as defined in the Bridge Agreement), (iii)
the Company shall become obligated to reimburse the Guarantor for such Bridge
Guarantee Payment and to repay any additional amounts for which the Company may
become indebted to the Guarantor pursuant to clause (ii) above on the terms and
conditions contained in the Bridge Agreement as the Bridge Agreement is
modified by clause (ii) above, and (iv) the Company shall continue to be
subject to the terms and conditions of the Bridge Agreement (including, without
limitation, the covenants contained therein), as the Bridge Agreement is
modified by clause (ii) above.
(c) Costs and Expenses. The Company further agrees to
reimburse the Guarantor for all reasonable out-of-pocket costs and expenses
(including, without limitation, the fees and expenses of legal counsel) in
connection with any enforcement of the Company's obligations under Sections
3(a)(including, without limitation, any
- 2 -
<PAGE> 3
fees and expenses incurred in connection with any bankruptcy proceedings).
4. Compensation to Guarantor. The Company shall compensate
the Guarantor for entering into the Bridge Agreement Guarantee and, subject to
the terms and conditions of Section 2 hereof and the terms and conditions of
the Proposal, any Takeout Financing Facility Guarantee by issuing warrants to
purchase Class 1 Interests in the Company("Shares") to the Guarantor in
substantially the form attached hereto as Annex D(the "Warrants"). On the 45th
day following the end of each quarter during which either the Bridge Agreement
Guarantee or the Takeout Financing Facility Guarantee (collectively, the
"Guarantees") remains outstanding or the Guarantor has made any payment under
either of the Guarantees, the Company shall issue a certificate to the
Guarantor evidencing the Warrants earned by the Guarantor in respect of the
Guarantee in such quarter. The Guarantor shall earn Warrants based on the
Outstanding Guarantee Amount during any period according to the following
formula:
(A) 11,000 x [A x (B / 365)]
where "A" equals the Outstanding Guarantee Amount divided by
100,000,000 and "B" equals the number of days during which
Outstanding Guarantee Amount is at least $750,000,000, for
example, if the Guarantor guarantees $750,000,000 of the
Company's obligations under the Bridge Agreement for a period
of one year, the Guarantor will have earned Warrants relating
to 82,500 Shares;
(B) 8,500 x [A x (C / 365)]
where "A" equals the Outstanding Guarantee Amount divided by
100,000,000 and "C" equals the number of days during which
Outstanding Guarantee Amount is less than $750,000,000 but at
least $500,000,000, for example, if the Guarantor guarantees
$500,000,000 of the Company's obligations under the Bridge
Agreement for a period of one year, the Guarantor will have
earned Warrants relating to 42,500 Shares; and
(C) 5,500 x [A x (D / 365)]
where "A" equals the Outstanding Guarantee Amount divided by
100,000,000 and "D" equals the number of days during which
Outstanding Guarantee Amount is any positive amount
- 3 -
<PAGE> 4
less than $500,000,000, for example, if the Guarantor
guarantees $250,000,000 of the Company's obligations under
the Bridge Agreement for a period of one year, the Guarantor
will have earned Warrants relating to 13,750 Shares.
Notwithstanding the foregoing, in no event shall the Warrants relate to more
than 150,000 Shares (subject to antidilution adjustments in accordance with the
terms of the Warrants and to recourse reduction milestones acceptable to the
Guarantor). "Outstanding Guarantee Amount" means the amount of the Company's
obligations which the Guarantor has guaranteed (regardless of the actual amount
of the Company's obligations outstanding to the lender at any time during such
period) together, without duplication, with the amount the Guarantor has paid
pursuant to the Guarantees which has not been reimbursed by the Company
pursuant to this Agreement.
5. Gateway Territory Incentives. The Company shall issue the
warrants earned by gateway owners pursuant to Section II.D. of the Proposal no
later than (i) in respect of the completion of each gateway owner's gateway
activities prior to the start of commercial service according to the commercial
activation plan ("Commercial Activation"), 30 days after Commercial Activation
and (ii) in respect of service revenue generated by each gateway owner, 17
months after Commercial Activation.
6. Asset Drop Down. The Guarantor consents and agrees that
the Company may establish a limited liability company Subsidiary at least
ninety-nine percent of the equity of which would be owned by the Company
("Iridium Sub") and transfer to Iridium Sub all or substantially all of the
assets of the Company (the "Asset Drop Down"); provided the Iridium Sub shall
assume in writing certain of the Company's obligations under this Agreement and
the Security Agreement, with the Company remaining subject to the remainder of
such obligations, all on terms and conditions mutually agreeable to the Company
and the Guarantor.
7. Amendments to SSC, TNDC and O&M Contract; Letter
Agreement. The Company represents and warrants that it has duly authorized,
executed and delivered (a) Amendment No. 6 dated August 16, 1996, to the Space
System Contract effective July 29, 1993 (the "SSC"), between the Company and
the Guarantor, in the form attached hereto as Annex E, (b) Amendment No. 2,
dated August 16, 1996, to the Terrestrial Network Development Contract
effective January 1, 1993 (the "TNDC") between the Company and the Guarantor,
in the
- 4 -
<PAGE> 5
form attached hereto as Annex F, (c) Amendment No. 6 dated August 16, 1996, to
the Operations and Maintenance Contract effective July 29, 1993 (the "O&M
Contract"), between the Company and the Guarantor, in the form attached hereto
as Annex G and (d) that certain Letter Agreement with the Guarantor, in the
form attached hereto as Annex H, with respect to the FCC license to build and
operate the Iridium system.
8. Authorization of Capital Call. The Company represents
and warrants that Section 4.02 of the Limited Liability Company Agreement of
the Company is in full force and effect and the Company acknowledges that it is
obligated to call for additional capital on the terms and subject to the
conditions expressly stated therein.
9. Security Agreement. The Company shall enter into a
Security Agreement, in the form attached hereto as Annex I, granting the
Guarantor a security interest in the Collateral (as defined therein).
10. Additional Company Representations and Warranties. The
Company represents and warrants that
(a) the representations and warranties of the Company set
forth in Section 7 of the Bridge Agreement are true and correct as of
the date given under the Bridge Agreement;
(b) the Certificates of Designation relating to the Company's
Series B Class 2 Interests and Series C Class 2 Interests have been
duly adopted by the Company's Banking and Financing Committee in the
form attached hereto as Annex J and all other necessary corporate
actions have been taken to duly authorize the issuance to the
Guarantor of the Series B Class 2 Interests and Series C Class 2
Interests;
(c) The execution, delivery and performance of this
Agreement, the Warrants, the amendments and waiver letter contemplated
by Section 5 hereof and all other agreements contemplated hereby to
which the Company is a party, have been duly authorized by the
Company. This Agreement, the Warrants, such amendments, such waiver
letter and the Certificates of Designation relating to the Company's
Series B Class 2 Interests and Series C Class 2 Interests and all
other agreements contemplated hereby to which the Company is a party
each constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms. The
- 5 -
<PAGE> 6
execution and delivery by the Company of this Agreement, the Warrants,
such amendments, such waiver letter and all other agreements
contemplated hereby to which the Company is a party, the offering,
sale and issuance of the Company's Series B Class 2 Interests and
Series C Class 2 Interests and the Warrants hereunder, the issuance of
the Company's Class 1 Interests upon exercise of Warrants and the
fulfillment of and compliance with the respective terms hereof and
thereof by the Company, do not and shall not (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii)
constitute a default under, (iii) , except as provided in the Security
Agreement, result in the creation of any lien, security interest,
charge or encumbrance upon the Company's or any Subsidiary's equity
capital or assets pursuant to, (iv) give any third party the right to
modify, terminate or accelerate any obligation under, (v) result in a
violation of, or (vi) require any authorization, consent, approval,
exemption or other action by or notice or declaration to, or filing
with, any court or administrative or governmental body or agency
pursuant to, the charter, limited liability company agreement or
bylaws of the Company or any Subsidiary, or any law, statute, rule or
regulation to which the Company or any Subsidiary is subject, or any
agreement, instrument, order, judgment or decree to which the Company
or any Subsidiary is subject.
11. Guarantor Protection Rights. So long as Guarantor's
guarantee of any amount of the Company's debt, under the Bridge Agreement
Guarantee, is in effect the Company shall not without the prior written
approval of Guarantor (which may be withheld in the absolute discretion of
Guarantor):
(a) subject to the terms of Section 6, sell, lease or
otherwise dispose of, or permit any Subsidiary to sell,
lease or otherwise dispose of, more than 5% of the
consolidated assets of the Company and its Subsidiaries
(computed on the basis of book value, determined in
accordance with generally accepted accounting principles
consistently applied, or fair market value, determined by
the Company's board of directors in its reasonable good
faith judgment) in any transaction or series of related
transactions or sell or permanently dispose of any of its
or any Subsidiary's Intellectual Property Rights (other
than commercially available software designed for
- 6 -
<PAGE> 7
operation on a personal computer or network of personal
computers);
(b) merge or consolidate with any Person or permit any
Subsidiary to merge or consolidate with any Person (other
than a Wholly-Owned Subsidiary);
(c) liquidate, dissolve or effect a recapitalization or
reorganization of the Company's capital structure in any
form of transaction;
(d) effect a change in the equity capitalization of the
Company that requires the approval of the holders of
Shares other than in connection with an initial public
offering of the Company's equity securities;
(e) directly or indirectly declare or pay any dividends or
make any distributions upon any of its equity capital
other than distributions to members made pursuant to
Section 3.07(a) of the LLC Agreement with respect to
certain members' U.S. tax liabilities;
(f) directly or indirectly redeem (other than a redemption of
the Series B or C, Class 2 interests of the Company
pursuant to the LLC Agreement), purchase or otherwise
acquire, or permit any Subsidiary to redeem, purchase or
otherwise acquire, any of the Company's or any
Subsidiary's capital stock or other equity securities
(including, without limitation, warrants, options and
other rights to acquire such capital stock or other
equity securities) other than pursuant to the exercise of
the Company's remedies against any holder of Shares
pursuant to the terms of the LLC Agreement or the 1993
Stock Purchase Agreement (as defined in the LLC
Agreement);
(g) incur any indebtedness for borrowed money other than
indebtedness the amount, terms and conditions (including
without limitations, the subordination provisions) of
which have been approved in advance by the lenders to the
extent required under the Bridge Agreement; or
- 7 -
<PAGE> 8
(h) take any action or permit any circumstances to exist
which is prohibited under the terms of the Bridge
Agreement or fail to take any action required to be taken
by it under the terms of the Bridge Agreement, in each
case subject to the grace period applicable to any
default created by such action or circumstance pursuant
to Section 9 of the Bridge Agreement; provided, however,
that this clause (h) shall not apply to any action or
circumstance which would constitute a Motorola Default
(as defined in the Bridge Agreement).
12. Amendments and Modifications to Bridge Agreement. The
Company shall not enter into any amendment, waiver, supplement or modification
of the Bridge Agreement without the prior written consent of the Guarantor,
which consent may be granted or withheld by the Guarantor in its sole
discretion, but acting in good faith.
13. Referral of Matters to Related Party Contracts Committee.
The Company acknowledges and agrees that the Contract Committee (as defined in
the LLC Agreement) of the Company's board of directors has a limited scope of
authority with respect to the relationship between Guarantor and the Company,
and that only those matters specifically required by the LLC Agreement and
matters related to the Guarantee, other contracts between the Guarantor and the
Company and actions or claims by the Company against the Guarantor will be
taken to the Contract Committee for approval.
14. Use of Proceeds. The Company will use the proceeds of the
Loans solely (i) to make payments to the Guarantor at the times and in the
amounts required pursuant to the SSC or TNDC, (ii) to pay fees and expenses
payable to the Global Arrangers, the Agents and the Lenders in connection with
the Bridge Agreement and (iii) for general corporate purposes so long as the
amount subject to this clause (iii) does not exceed the amounts budgeted for
such purposes in the budget plans approved by the Company's board of directors
from time to time.
15. Network Implementation; Review Procedures. The Company
agrees to use its best efforts to comply with Part I, Section IV of the
Proposal relating to network implementation and review procedures.
16. Copies of Information and Notices. Any and all
information, notices and correspondence provided by or on behalf of the Company
or Iridium Sub to the Global Arrangers, the
- 8 -
<PAGE> 9
Administrative Agent or any Lender or by or on behalf of the Global Arrangers,
the Administrative Agent or any Lender to the Company or Iridium Sub (in each
case whether or not required under the Bridge Agreement) shall be provided at
the same time to the Guarantor.
17. Access. The Company shall permit the Guarantor to have
access to relevant meetings, documents or other materials, other than Internal
Meetings, Documents and Materials (as defined below), directly relating to the
Guarantee, the Bridge Agreement, the Takeout Facility Guarantee or the Takeout
Financing Facility. "Internal Meetings, Documents and Materials" means meetings
between or among executives or employees of the Company or between or among the
Company and its consultants, advisors and/or counsel; documents or other
materials which are prepared in connection with such meetings; and documents or
other materials which are circulated solely between or among executives or
employees of the Company or between or among the Company and its consultants,
advisors and/or counsel.
18. Notices under this Agreement. All notices, requests,
demands, claims, and other communications hereunder will be in writing. Any
notice, request, demand, claim, or other communication hereunder shall be
deemed duly given (i) when delivered, if personally delivered, (ii) when
receipt is electronically confirmed, if faxed (with hard copy to follow via
first class mail, postage prepaid) or (iii) one day after deposit with a
reputable overnight courier, in each case addressed to the intended recipient
as set forth below:
If to the Company:
Iridium, LLC
1401 H Street, NW
Washington, D.C. 20005
Attention: Vice President and Chief Financial Officer
and Vice President - General Counsel
Telecopy #: (202)842-0006
If to the Guarantor:
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Treasurer
Telecopy #: (847)576-4768
- 9 -
<PAGE> 10
with a copy (which shall not constitute notice) to:
Motorola, Inc.
425 North Martingale Road
Schaumburg, Illinois 60173
Attention: Vice President - Law Department, Iridium Matters
Telecopy #: (847)435-3328
19. Definitions. The following terms when used in this
Agreement have the following meanings.
"Intellectual Property Rights" means all (i) patents, patent
applications, patent disclosures and inventions, (ii) trademarks,
service marks, trade dress, trade names, logos and corporate names and
registrations and applications for registration thereof together with
all of the goodwill associated therewith, (iii) copyrights (registered
or unregistered) and copyrightable works and registrations and
applications for registration thereof, (iv) mask works and
registrations and applications for registration thereof, (v) computer
software, data, data bases and documentation thereof, (vi) trade
secrets and other confidential information (including, without
limitation, ideas, formulas, compositions, inventions (whether
patentable or unpatentable and whether or not reduced to practice),
know-how, manufacturing and production processes and techniques,
research and development information, drawings, specifications,
designs, plans, proposals, technical data, copyrightable works,
financial and marketing plans and customer and supplier lists and
information), (vii) other intellectual property rights and (viii)
copies and tangible embodiments thereof (in whatever form or medium).
"LLC Agreement" means the Limited Liability Company Agreement
of Iridium LLC dated as of July 19, 1996.
"Motorola-Based Default" means (i) a Motorola Default as
defined in the Bridge Agreement other than
(A) a Motorola Default occurring as the result of the
ownership percentage of the Guarantor and its affiliates
falling below the thresholds set forth in Section 9(n) of the
Bridge Agreement unless it falls below such thresholds as the
result of the Guarantor or
- 10 -
<PAGE> 11
an affiliate disposing of the Company's voting securities; and
(B) any Motorola Default in existence on or prior to a date on
which the Company provides a notice of borrowing to the
Lenders pursuant to Section 4.05 of the Bridge Agreement if
the Company fails to provide prior notice to the Guarantor of
such borrowing in the manner prescribed in Section 1 hereof,
and
(ii) a demand for payment under the Bridge Agreement Guarantee which
has arisen as a result of a material default by the Guarantor under
(1) the SSC, the TNDC or the O&M Contract, so long as the
Company has fully complied in all material respects with its
obligations under the SSC, the TNDC and the O&M Contract and
the Guarantor's default is the primary cause for the default
under the Bridge Agreement which has caused such demand for
payment or
(2) under any gateway purchase agreement between Guarantor and
a gateway purchaser, so long as the default by the Guarantor
thereunder was not excused or caused by any default on the
part of the purchaser thereunder.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a
trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision
thereof.
"Subsidiary" means, with respect to any Person, any
corporation, limited liability company, partnership, association or
other business entity of which (i) if a corporation, a majority of the
total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a
limited liability company, partnership, association
- 11 -
<PAGE> 12
or other business entity, a majority of the partnership or other
similar ownership interest thereof is at the time owned or controlled,
directly or indirectly, by any Person or one or more Subsidiaries of
that Person or a combination thereof. For purposes hereof, a Person
or Persons shall be deemed to have a majority ownership interest in a
limited liability company, partnership, association or other business
entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business
entity gains or losses or shall be or control any managing director
or general partner of such limited liability company, partnership,
association or other business entity.
20. Complete Agreement. This Agreement embodies the complete
agreement and understanding among the parties with respect to the matters
addressed herein and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.
21. Miscellaneous. This Agreement Regarding Guarantee (a) is
made under and shall be governed by the laws of the State of New York without
regard to principles of conflict of laws, (b) is intended for the benefit of
the parties hereto and is not intended to benefit any other person and no
person other than the parties hereto may rely upon the provisions hereof, (c)
may be executed in counterparts, each of which taken together shall constitute
one and the same instrument, and (d) may be amended or waived only if such
amendment or waiver is in writing and signed by the party against whom it is
sought to be enforced.
* * * * *
- 12 -
<PAGE> 13
EXHIBIT 10.16
IN WITNESS WHEREOF, the parties have entered into this
Agreement Regarding Guarantee in each case as of the date first above written.
IRIDIUM LLC
By: /s/ PAUL DAVERIO
--------------------------------
Name: Paul Daverio
Title: Chief Financial Officer
MOTOROLA, INC.
By: /s/ GARTH L. MILNE
--------------------------------
Name: Garth L. Milne
Title: Senior Vice President
and Treasurer
- 13 -
<PAGE> 14
List of Annexes
Annex A - Bridge Agreement Guarantee
Annex B - Bridge Agreement
Annex C - Proposal
Annex D - Form of Warrant
Annex E - Amendment to SSC
Annex F - Amendment to TNDC
Annex G - Amendment to O&M Contract
Annex H - Letter Agreement
Annex I - Security Agreement
Annex J - Certificates of Designation
- 14 -
<PAGE> 1
Exhibit 23.1
Accountants' Consent
The Boards of Directors, Members and Stockholders
Iridium LLC and Iridium World Communications Ltd.:
We consent to the use of our reports included herein and to the references to
our firm under the headings "Selected Financial Data" and "Experts" in the
prospectus.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG Peat Marwick LLP
Washington, D.C.
April 17, 1997
