AMENDMENT NO. 6 TO THE CONTRACT FOR LAUNCH SERVICES NO. IS-11-032 BETWEEN IRIDIUM SATELLITE LLC AND INTERNATIONAL SPACE COMPANY KOSMOTRAS
Exhibit 10.2
AMENDMENT NO. 6
TO THE
NO. IS-11-032
BETWEEN
IRIDIUM SATELLITE LLC
AND
INTERNATIONAL SPACE COMPANY KOSMOTRAS
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Execution Copy |
Iridium & International Space Company Kosmotras Proprietary Information |
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This Amendment No. 6 (the “Amendment”) to the Contract for Launch Services No. IS-11-032, signed on June 14, 2011 between Iridium Satellite LLC and International Space Company Kosmotras, as amended (the “Contract”) is entered into on this 22nd day of June, 2015, by and between Iridium Satellite LLC, a limited liability company organized and existing under the laws of Delaware, having its office at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000, XxXxxx, XX 00000 (“Customer”) and International Space Company Kosmotras, a Russian company, having its office at 0, Xxxxxx Xxxxxx Xx., bld. 2, Xxxxxx 000000, Russian Federation (“Contractor”).
RECITALS
WHEREAS, Customer has elected not to exercise its option to convert the remaining three (3) Optional Launches to Firm Launches;
WHEREAS, the Parties have agreed to revise the Launch Date for the Firm Launch;
WHEREAS, the Parties have agreed to revise certain Milestones set forth in Exhibit C and Exhibit D; and
WHEREAS, the Parties now desire to amend Section 2, Exhibit B, Exhibit C and Exhibit D of the Contract.
NOW, THEREFORE, in consideration of the foregoing, the agreements contained herein, the payments to be made by Customer to Contractor under the Contract and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the Parties agree as follows:
Article 1: Capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Contract.
Article 2: Section 1.4, as set forth below, is hereby added to the Contract”
“Section 1.4 Term. This Contract shall commence on the Effective Date and continue until the earlier of (a) completion of the last Additional Launch procured by Customer or (b) termination by either Party in accordance with Article 17.”
Article 3: Section 2.2 of the Contract is hereby deleted and replaced in its entirety with the following:
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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2.2.1 |
Customer may procure up to six (6) additional Launch(es) (“Additional Launches”) using the next generation RS-20V Launch Vehicle , that may be exercised at any time through [***] subject to the availability of Launch Vehicles, that at the time of such exercise are assigned a Launch Slot ending no later than [***] (subject to available Launch Opportunities). The Launch Service Price, Milestones and Milestone Payments for such Additional Launch(es) under this Section 2.2.1 shall be the same as set forth in Table D.2 of Exhibit D. |
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2.2.2 |
Customer may procure up to three (3) Additional Launches, as follows: |
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(A) |
Three (3) Additional Launches using the existing RS-20B Launch Vehicle, that may be exercised at any time through [***], subject to the availability of Launch Vehicles, that at the time of such exercise are assigned a Launch Slot ending no later than [***] (subject to available Launch Opportunities); or |
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(B) |
Three (3) Additional Launches using the next generation RS-20V Launch Vehicle, that may be exercised at any time through [***], subject to the availability of Launch Vehicles, that at the time of such exercise are assigned a Launch Slot ending no later than [***] (subject to available Launch Opportunities); or |
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(C) |
Three (3) Additional Launches that are a combination of (A) and (B) above; provided, however, the total number of Additional Launches procured under this Section 2.2.2(C) shall not exceed three (3) Additional Launches in the aggregate. |
The Launch Service Price, Milestones and Milestone Payments for such Additional Launch(es) under this Section 2.2.2 shall be the same as set forth in Exhibit D, Tables D.1 and/or D.2, whichever is applicable.
Article 4: Exhibit B of the Contract is hereby deleted and replaced in its entirety with the Exhibit B attached hereto.
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Article 5: Exhibit C of the Contract is hereby deleted and replaced in its entirety with the Exhibit C attached hereto.
Article 6: Exhibit D of the Contract is hereby deleted and replaced in its entirety with the Exhibit D attached hereto.
Article 7: This Amendment may be executed and delivered (including via facsimile or other electronic means) in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
Article 8: All other provisions of the Contract not expressly referred to in this Amendment remain in full force and effect.
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized officers as of the date set forth in the Preamble.
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For Customer |
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For Contractor |
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IRIDIUM SATELLITE LLC |
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INTERNATIONAL SPACE COMPANY KOSMOTRAS |
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Signature: |
/s/ S. Xxxxx Xxxxx |
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Signature: |
/s/ Xxxxxxxxx X. Xxxxxx |
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Name: |
S. Xxxxx Xxxxx |
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Name: |
Xxxxxxxxx X. Xxxxxx |
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Title: |
Chief Operating Officer |
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Title: |
Director General |
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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EXHIBIT B
LAUNCH SCHEDULE
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Launch Mission |
Start Date of Launch Slot |
Launch Date |
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First Launch (L1) |
[***] |
[***] |
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Iridium & International Space Company Kosmotras Proprietary Information |
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EXHIBIT C
MILESTONE PAYMENT SCHEDULE
Table C.1 identifies the non-recurring Milestone Payments for the Launch Mission and Satellite Dispenser Design and Development Payment Milestones.
Table C.1 – Non-Recurring Launch Service Milestones
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Milestone |
Milestone Due Date |
Milestone Payment % |
Milestone Payment (US$) |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
|
Total |
[***] |
[***] |
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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EXHIBIT C
MILESTONE PAYMENT SCHEDULE (CONTINUED)
Table C.2 identifies the recurring Milestone Payments for the Optional Launch converted to a Firm Launch by Customer.
Table C.2 Launch Service Milestone Payments
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No |
Payment Date |
Milestone |
Milestone Payment (%) |
Milestone Payments (US$) |
|
[***] |
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
[***] |
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Launch Service Price |
[***] |
[***] |
||
[***].
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Execution Copy |
Iridium & International Space Company Kosmotras Proprietary Information |
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EXHIBIT D
ADDITIONAL LAUNCH PRICE
Table D.1 identifies the recurring Milestone Payments for each of the Additional Launches using the existing RS-20B Launch Vehicle procured by Customer under Section 2.2.2(A) and/or (C), whichever is applicable.
Table D.1 Additional Launch Service Milestone Payments
|
No |
Payment Date |
Milestone |
Milestone Payment (%) |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
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Launch Service Price |
100% |
||
[***].
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Execution Copy |
Iridium & International Space Company Kosmotras Proprietary Information |
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EXHIBIT D
ADDITIONAL LAUNCH PRICE (CONTINUED)
Table D.2 identifies the recurring Milestone Payments for each of the Additional Launches using the next generation RS-20V Launch Vehicle procured by Customer under Section 2.2.1 and/or Section 2.2.2(B) and/or (C), whichever is applicable.
Table D.2 Additional Launch Service Milestone Payments
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No |
Payment Date |
Milestone |
Milestone Payment (%) |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
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[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
[***] |
[***] |
[***] |
[***] |
|
Launch Service Price |
100% |
||
[***].
[***].
[***].
*** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Execution Copy |
Iridium & International Space Company Kosmotras Proprietary Information |
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