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 ▇▇▇▇ OF IRIDIUM LLC.
2
IRIDIUM Space System Contract
TABLE OF CONTENTS
TITLE PAGE
----- ----
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
Page i
3
IRIDIUM Space System Contract
TABLE OF CONTENTS
TITLE PAGE
----- ----
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
EXHIBIT B. STATEMENT OF WORK
EXHIBIT C. ACCEPTANCE PLAN
Page ii
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
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
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
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.
Page 4
8
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
Page 5
9
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)
Page 6
10
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
Page 7
11
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.
Page 8
12
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, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇ (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.
Page 9
13
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
Page 10
14
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.
Page 11
15
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:
Calculated AASP Calculated AASP Percent
Coverage Factor Capacity Factor Reduction
--------------- --------------- ---------
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
--------------------------------------------------------------------------------
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.
Page 12
16
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
Page 13
17
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,
Page 14
18
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.
Page 15
19
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
▇▇▇▇ 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
Page 16
20
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
Page 17
21
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
Page 18
22
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,
Page 19
23
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
Page 20
24
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
Page 21
25
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.
Page 22
26
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
Page 23
27
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
Page 24
28
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,
Page 25
29
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;
Page 26
30
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.
Page 27
31
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
Page 28
32
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.
Page 29
33
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:
Buyer: Iridium LLC Seller: Motorola, Inc.
Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇.▇. Address: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. Call Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director, Commercial Director, Contractual
Relations Alliances
Satellite Communications
M/D/G1214
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
FAX: (▇▇▇) ▇▇▇-▇▇▇▇ FAX: (▇▇▇) ▇▇▇-▇▇▇▇
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:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
F. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
Either party may change its aforementioned representatives at any time by
providing written notice to the other party.
Page 30
34
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
Page 31
35
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.
Page 32
36
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- ------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------- ----------------------------
Corporate Vice President President and Chief
Title: and General Manager Title: Operating Officer
---------------------------- ---------------------------
Date: Date:
----------------------------- -----------------------------
Page 33
37
IRIDIUM Space System Contract
EXHIBIT A
Milestone Scheduled $ Amount Due
Number Description* Completion Date** (U.S. Dollars)
-------- ------------ ----------------- ------------------
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) --------------
Page 34
38
IRIDIUM Space System Contract
Milestone Scheduled $ Amount Due
Number Description* Completion Date** (U.S. Dollars)
-------- ------------ ----------------- ------------------
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
--------------
Page 35
39
IRIDIUM Space System Contract
Milestone Scheduled $ Amount Due
Number Description* Completion Date** (U.S. Dollars)
-------- ------------ ----------------- ------------------
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
--------------
* 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.
Page 36
40
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.
Page 1
41
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.
Page 2
42
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,
Page 3
43
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.
Page 4
44
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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.
Page 5
45
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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.
Page 6
46
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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).
Page 7
47
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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 ▇▇ ▇▇▇▇▇▇ 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.
Page 8
48
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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.
Page 9
49
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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.
Page 10
50
IRIDIUM Space System Contract
EXHIBIT B
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.
Page 11
51
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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.
Page 12
52
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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.
Page 13
53
IRIDIUM Space System Contract
EXHIBIT B
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.
Page 14
54
IRIDIUM Space System Contract
EXHIBIT B
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.
Page 15
55
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
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.
Page 16
56
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.
Page 17
57
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.
Page 18
58
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.
Page 19
59
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.
Page 20
60
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.
Page 21
61
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.
Page 22
62
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.
Page 23
63
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.
Page 24
64
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.
Page 25
65
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.
Page 26
66
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.
Page 27
67
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.
Page 28
68
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.
Page 29
69
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.
Page 30
70
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 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)
Page 31
71
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.
Page 32
72
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.
Page 33
73
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.
Page 34
74
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.
Page 35
75
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.
Page 36
76
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
--------------------------------------------------------------------------------
PERFORMANCE LEVEL PFDdbW/sq meter PERCENT DEGRADATION
--------------------------------------------------------------------------------
* *
*
--------------------------------------------------------------------------------
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 37
77
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
UPLINK DEGRADATION
--------------------------------------------------------------------------------
PERFORMANCE LEVEL EIRP DBW PERCENT DEGRADATION
--------------------------------------------------------------------------------
* *
*
--------------------------------------------------------------------------------
*
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.
Page 38
78
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
--------------------------------------------------------------------------------
VOICE SUBSCRIBER CAPACITY DEGRADATION PERCENTAGE USED
PER BEAM IN AASP CALCULATION
--------------------------------------------------------------------------------
* *
--------------------------------------------------------------------------------
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
Page 39
79
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.
Page 40
80
IRIDIUM Space System Contract
EXHIBIT B
Statement of Work
TABLE 6.3-2
CROSSLINK DEGRADATION PERCENTAGES
----------------------------------------------------------------------------------------
NO. OF IN-PLANE NO. OF CROSS-PLANE PERCENT
SV PLANE CROSSLINK FAILURES CROSSLINK FAILURES DEGRADATION
----------------------------------------------------------------------------------------
* * * *
----------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------
NO. OF SV GATEWAY PERCENT DEGRADATION
ANTENNA FAILURES
-----------------------------------------------------------------------
* *
-----------------------------------------------------------------------
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 41
81
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.
Page 42
82
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.
Page 43
83
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
84
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
85
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
86
IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
-----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
-----------------------------------------------------------------------------------------------------------
--------------------------------------------------------
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
-----------------------------------------------------------------------------------------------------------
Page 2
87
IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
-----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------------------------------------------
Page 3
88
IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
-----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------------------------------------------
Page 4
89
IRIDIUM Space System Contract
EXHIBIT C
ACCEPTANCE PLAN
Table 2.2.1 Acceptance Plan Verification Matrix
-----------------------------------------------------------------------------------------------------------
SOW TEST
PARA. VERIF. PLAN
NO. REQUIREMENT TITLE METHOD PARA. COMMENTS
-----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
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
-----------------------------------------------------------------------------------------------------------
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.
Page 5
90
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
-------------------------------------------------
Test Phase
------------------------------------------------------------------------------------------
Test Plan Test Type Segment Test Space Node Incremental
Para. No. Acceptance
------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------
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
Page 6
91
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
92
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.
Page 8
93
IRIDIUM Space System Contract
EXHIBIT C
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.
Page 9
94
IRIDIUM Space System Contract
EXHIBIT C
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