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EXHIBIT 10.8
MOTOROLA CONFIDENTIAL PROPRIETARY
IRIDIUM(R)
TERRESTRIAL NETWORK
DEVELOPMENT CONTRACT
BETWEEN
IRIDIUM LLC
AND
MOTOROLA, INC.
CONTRACT EFFECTIVE DATE: JAN 01, 1993
(CONFORMED 1/14/97 TO INCLUDE AMENDMENTS TO NO. 1 AND 2)
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IRIDIUM IS A REGISTERED TRADEMARK AND SERVICE ▇▇▇▇ OF IRIDIUM LLC.
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TABLE OF CONTENTS
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TITLE PAGE
TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
TERRESTRIAL NETWORK DEVELOPMENT CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2. DESCRIPTION OF WORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 3. INTEROPERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 4. DELIVERY SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 5. PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 6. PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 7. TITLE TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 8. CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 9. IRIDIUM'S ACCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 10. WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 12. DEFAULT BY MOTOROLA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 13. DEFAULT BY IRIDIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 14. LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 15. DISCLOSURE AND USE OF INFORMATION BY THE PARTIES . . . . . . . . . . . . . . . . . 10
ARTICLE 16. ASSOCIATE CONTRACTOR REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 17. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 18. EXCUSABLE DELAYS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 19. EXPORT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 20. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 21. RELATIONSHIP WITH OTHER AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 22. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 23. AUTHORIZED REPRESENTATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 24. EXHIBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 25. ORDER OF PRECEDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 26. DISPUTES AND GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 27. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE 28. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ATTACHMENT 1 FORM OF WARRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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TERRESTRIAL NETWORK DEVELOPMENT CONTRACT
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THIS TERRESTRIAL NETWORK DEVELOPMENT CONTRACT (hereinafter "Contract") is
entered into between Motorola, Inc., acting through the Satellite
Communications Division of its Space and System Technology Group (hereinafter
called "Motorola"), a corporation organized under the laws of the State of
Delaware with its offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ and Iridium LLC (hereinafter called "Iridium"), a Delaware limited
liability company with its principal office located at ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇. Motorola and Iridium are hereafter sometimes
individually referred to as "Party" and collectively as the "Parties."
RECITALS
A. On June 26, 1990, Motorola formally announced that it intended to
develop a global communication system that would allow
communication via portable radio telephones - whether on land, at
sea or in the air. The new system, known as the IRIDIUM
Communications System ("System"), has at the heart of its
operation a Constellation of nominally sixty-six (66) satellites
in low-earth orbit working together as a digitally-switched
communications network in space. The System is intended to handle
both voice and data. One or more ground-based spacecraft control
facilities will maintain the satellite Constellation and overall
operation of the System.
B. A key component of the System will be a network of "Gateway"
surface facilities in various countries that will link the
satellites with the Public Switched Telephone Network. These
Gateways are expected to collect and forward, as required,
customer billing information and keep track of each user's
location.
C. Other key components to the System are the Individual Subscriber
Units (ISUs) and Mobile Exchange Units (MXUs).
D. On June 14, 1991 Motorola incorporated Iridium, Inc. to become,
among other things, the owner of the Space System portion of the
System.
E. A Space System Contract executed by Motorola and Iridium, as
amended, became effective on July 29, 1993. It is intended to
function as the mechanism whereby Motorola will sell to Iridium
the Space System portion of the System.
F. An Operations and Maintenance Contract executed by Motorola and
Iridium, as amended, became effective on July 29, 1993. It is
intended to function as the mechanism whereby Motorola will
operate and maintain the Space System for a period of five years
upon completion of the Space System Contract.
G. Separate contracts between Motorola and other appropriate parties
will provide for the production and sale of the Gateways, ISUs,
MXUs and other components of the System.
H. The Space System Contract, as amended, requires Motorola to
develop and sell Gateways and to license certain intellectual
property to third party manufacturers,
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acceptable to Motorola, the rights to use such certain
intellectual property to manufacture and sell Gateways.
I. Under the terms of this Terrestrial Network Development Contract,
Iridium will receive a license to use certain intellectual
property associated with the Gateway as developed by Motorola.
Such intellectual property may be used by Iridium to procure the
development and manufacture of Gateways from sources other than
Motorola. This license is in addition to the license provided to
Iridium under the Space System Contract, as amended. However,
this Contract does not include a license to the Voice Encoding
Algorithm which is necessary for Gateway interoperability with the
Space System.
J. In consideration of the amounts to be paid by Iridium to Motorola
under the terms of this Terrestrial Network Development Contract,
Motorola will be substantially reducing the base prices for the
Gateway Equipment it will be offering to sell to prospective
Gateway purchasers.
ARTICLE 1. DEFINITIONS
Capitalized terms used and not otherwise defined herein shall have the
following meanings:
A. Constellation or Space Segment: That part of the complete IRIDIUM
Communications System consisting solely of the space vehicles
(also referred to as spacecraft or satellites) in low-earth orbit.
It does not include the System Control Segment, Gateways, ISUs,
MXUs or other components necessary for complete utilization of the
IRIDIUM Communications System.
B. Gateway: The Gateways encompass the ground-based facilities
constructed in accordance with the Gateway Interface Specification
supporting the subscriber billing/information functions in
addition to call processing operations and the connection of the
IRIDIUM subscriber communications to the Public Switched Telephone
Network (PSTN).
C. Gateway Design Package: The documents being delivered hereunder
which provide data usable for other Gateway design and development
efforts. These documents are specified in Section 4.3 of Exhibit
A of this contract.
D. Gateway Interface Specification: The functional specification
prepared by Motorola that defines the radio frequency interface,
logical and physical protocols, and functionality necessary for
Gateway Interoperability with the Space System. It does not
include the Voice Encoding Algorithm necessary for complete
interoperability with the IRIDIUM Communications System.
E. Interoperable or interoperate: The terms "interoperable" and
"interoperate" shall mean, in this Contract, that these components
will be designed to function individually and collectively to
provide IRIDIUM communications services, and that where necessary
in such interoperation, will be interconnectable in accordance
with the
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applicable interface specifications and the applicable
specifications contained in the Space System Contract, as amended.
F. IRIDIUM Communications System: The complete integrated
satellite-based digitally-switched communication system. This
term refers collectively to the Space Segment, System Control
Segment, Gateways and Subscriber Unit Segment.
G. MILESTONES: The term "Milestone" or "Milestones" refer to the
specific milestones described in the Statement of Work (Exhibit
A).
H. Mobile Exchange Units (MXUs): The equipment designed to
interconnect multiple voice or data channels to the IRIDIUM
Communications System using the subscriber unit radio frequency
interface to the Space System.
I. PSTN-interconnectable: The term "PSTN-interconnectable" shall
mean, in this Contract, that the Gateway's Switching Center will
operate with PSTNs which use either the common industry standard
international Multi-Frequency Compelled ("MFC-R2 International")
or Signaling System Seven Integrated Services User Part
("SS7/ISUP") signaling and addressing protocols. For the
end-to-end message signaling, the Gateway's Switching Center will
use the Dual Tone Multi-Frequency ("DTMF") signaling protocols of
the International Telecommunications Union (formerly CCITT).
J. Space System: This term refers to the integrated combination of
the Space Segment and System Control Segment.
K. Space Vehicles: The terms space vehicle, satellite, or spacecraft
all have the same meaning throughout this Contract and refer to
the individual or multiple satellites of the Constellation.
L. Subscriber Unit Segment: The Subscriber Unit Segment refers
collectively to the individual equipment units generally referred
to as Individual Subscriber Units (ISUs) to be used by subscribers
and capable of initiating and receiving communications through the
IRIDIUM Communications System. These may include, for example,
hand-held portable units, aircraft units, marine units, portable
office units, and pay phone units. As used herein, this term also
includes paging units.
M. System Control Segment (SCS): This term refers to the various
ground-based sites, equipment, and facilities to manage and
control the individual space vehicles of the Constellation, and
the communication links of the IRIDIUM Communications System in
accordance with the performance levels specified in the Space
System and Operations and Maintenance Contracts. The System
Control Segment is composed of a Master Control Facility (MCF),
and Backup Control Facility (BCF), and associated Telemetry,
Tracking and Command Facilities (TTACs).
N. Terrestrial Network: As used herein, this term refers to the
IRIDIUM Communications System's Gateways.
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O. Voice Encoding Algorithm: As this term is used in this Contract it
refers to the algorithm used to encode and decode analog voice to
and from compressed digital speech.
P. Gateway Equipment: The hardware and software for the IRIDIUM
Gateway necessary to perform the functions specified in Section
3.1 of Exhibit A of this document.
Q. Initial GEPAs: GEPAs for the installation of Gateway Equipment for
the following IRIDIUM Investors, provided the installation of such
Gateway Equipment is scheduled to occur prior to the Commercial
Activation Date:
1. Iridium U.S., L.P.
2. Iridium SudAmerica
3. Nippon Iridium Corp.
4. United Communication Industry Public Company Limited
[Thai Satellite Telecommunications Co., Ltd.]
5. Pacific Communications Co., Ltd. - #1 [Taiwan]
6. Pacific Communications Co., Ltd. - #2 [Indonesia]
7. Iridium Services Deutschland and STET
8. Khrunichev State Research and Production Space Center
9. Iridium China (Hong Kong), Ltd.
10. Iridium India Telecom, Ltd.
11. Korea Mobile Telecommunications Corp.
R. Pre-Commercial Service Warranty: The services described in
Paragraph 6.0 of Exhibit A hereto.
U. GTAC Services: The services described in Paragraph 7.0 of Exhibit
A hereto.
V. Commercial Activation Activities: The activities set forth in
Paragraph 8.0 of Exhibit A hereto.
W. Commercial Activation Date: The date of the first "Revenue
Producing Communication Message," as that term is defined in the
Space System Contract.
X. GEPA: A Gateway Equipment Purchase Agreement between Motorola and
a Gateway Equipment purchaser.
ARTICLE 2. DESCRIPTION OF WORK
A. Motorola shall design the hardware and software of the generic
IRIDIUM Gateway in accordance with the Statement of Work, Exhibit
A, and the Milestone Schedule contained therein.
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B. Motorola shall deliver to Iridium, in accordance with the
provisions of this Contract, the then-current Gateway Design
Package, as defined herein, and the license to use the data
contained therein as provided by the Article herein entitled,
INTELLECTUAL PROPERTY RIGHTS.
C. Motorola shall permit Iridium, subject to the Article herein
entitled IRIDIUM'S ACCESS, opportunities to review Motorola's
progress in performing the work under this Contract. Such reviews
may be a part of the Milestones described in Exhibit A, hereto.
D. Motorola shall provide the Pre-Commercial Service Warranty for
Gateway Equipment systems for which Conditional Acceptance occurs,
pursuant to the terms of the GEPA under which such Gateway
Equipment has been purchased, prior to the Commercial Activation
Date.
E. Motorola shall provide the GTAC Services starting upon the later
to occur of the commencement by Iridium of the Commercial
Activation Activities or April 1, 1998, and ending on the
Commercial Activation Date.
F. Motorola shall provide the Commercial Activation Activities
support as set forth in Section 8.0 of Exhibit A hereto.
ARTICLE 3. INTEROPERABILITY
Motorola will use its reasonable best efforts to design and develop the
various ground components of the IRIDIUM Communications System, for
example, Gateways, Subscriber Units and Mobile Exchange Units, to be sold
by Motorola to third parties under mutually acceptable conditions such
that these components will be interoperable with the IRIDIUM Space
System, and, as appropriate, through the IRIDIUM Space System, and with
each other, and, that, collectively, they will interoperate with the
IRIDIUM Space System to, as appropriate, provide IRIDIUM communications
service of the quality specified in Section 3.2 of Exhibit B of the Space
System contract and Section 3.2 of the Statement of Work of this
Contract, and be PSTN-interconnectable.
ARTICLE 4. DELIVERY SCHEDULE
Motorola shall perform the work required under Paragraphs A, B and C of
ARTICLE 2, DESCRIPTION OR WORK, and deliver the then-current Gateway
Design Package to Iridium in accordance with the Milestone Performance
Schedule contained in Exhibit A hereto (as it may be amended in
accordance with the terms of this Contract). Motorola shall perform the
work required pursuant to Paragraphs D, E and F of ARTICLE 2, DESCRIPTION
OF WORK as set forth in this Contract.
ARTICLE 5. PRICE
A. For performance of this Contract, exclusive of the work required
pursuant to Paragraphs D, E and F of ARTICLE 2 hereof, entitled,
"DESCRIPTION OF WORK",
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Iridium shall pay Motorola the fixed price of one hundred sixty
million dollars ($160,000,000 U.S.).
B. For performance of the work required pursuant to Paragraphs D, E
and F of ARTICLE 2 hereof, entitled "DESCRIPTION OF WORK", Iridium
shall either (i) transfer to Motorola five thousand five hundred
forty five (5,545) warrants, in substantially the form attached
hereto as Attachment 1, relating to Class 1 Interests in Iridium,
or (ii) pay to Motorola the fixed price of eighteen million nine
hundred thousand dollars ($18,900,000 U.S.).
ARTICLE 6. PAYMENT
A. The fixed price of $160,000,000 shall be paid in accordance with
the Milestone schedule contained in Exhibit A, hereto.
B. The Milestone prices specified in Exhibit A shall, in each case,
be paid by Iridium to Motorola within thirty (30) calendar days
following completion of each Milestone and receipt of Motorola's
invoice for these payments. Payment to Motorola shall be made by
cable/wire transfer to a banking institution as Motorola
designates or by such other means as Motorola may designate from
time to time.
C. In the event Motorola completes a specific Milestone prior to the
scheduled completion date in Exhibit A (as such dates may be
adjusted pursuant to the terms of this Contract), Iridium shall
not be obligated to make the payment associated with such
Milestone until thirty (30) days after such scheduled completion
date.
D. Iridium shall have the right to challenge the assertion of
Motorola that any Milestone has been completed in accordance with
the Milestone completion Criteria by providing Motorola with
written notice to such effect within twenty (20) days following
receipt of Motorola's invoice. Such notice shall summarize the
reasons for such challenge and Motorola shall respond thereto in
writing or orally within five (5) days of receipt of such
challenge. Failure to resolve any dispute between Motorola and
Iridium with respect to any such challenge shall be resolved in
accordance with the Article herein entitled, DISPUTES AND
GOVERNING LAW. Nothing herein shall be construed to limit
Iridium's rights under the Article herein entitled DEFAULT BY
MOTOROLA, nor Motorola's rights under the Article herein entitled
DEFAULT BY IRIDIUM.
E. Notwithstanding Motorola's inability to demonstrate compliance
with the criteria of the Statement of Work as required by
Milestones 5 or 6 or 7 or 8, if, 1) Iridium chooses to use or
permits others to use the Space System using the Gateway Equipment
design developed hereunder after the scheduled completion date of
Milestone Number 7; or, 2) if Motorola successfully performs the
Acceptance Test Plan under a Gateway Equipment Purchase Agreement,
the earlier of: a) the date of the first Revenue Producing
Communication Message transmitted through the Space System using
the Gateway Equipment design developed hereunder or any component
thereof; or, b) the date of completion of a Release 2 Acceptance
Test Plan under a Gateway Equipment
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Purchase Agreement shall be deemed the date of completion and
acceptance by Iridium of all items required to be delivered by
Motorola under this Contract. Iridium shall pay to Motorola all
remaining amounts not yet paid by Iridium to Motorola under this
Contract on the date or dates payment would have been due in
accordance with the Milestone Schedule contained in Exhibit A.
Motorola shall, upon receipt of such payments as may be due for
Milestones 9 and 10, promptly deliver to Iridium the then-current
version of the Gateway Design Package and the license to use the
data contained therein as provided by the Article herein entitled
INTELLECTUAL PROPERTY RIGHTS.
F. The amount to be under Paragraphs B of ARTICLE 5, PRICE shall be
due and payable not later than five (5) business days after the
Commercial Activation Date.
ARTICLE 7. TITLE TRANSFER
Title to the Gateway Design Package delivered hereunder shall not pass to
Iridium. Motorola and its subcontractors shall retain title to such
documents and Iridium shall only receive the limited rights to use such
documents as such rights are specified in the Article herein entitled,
INTELLECTUAL PROPERTY RIGHTS.
ARTICLE 8. CHANGES
Changes to this Contract may be made only by mutual agreement of the
parties hereto. Such changes shall be evidenced by a written agreement
executed by authorized representatives of both parties. No change shall
be binding on either party unless and until such written document is
fully executed by both parties.
ARTICLE 9. IRIDIUM'S ACCESS
For the purpose of observing the status of Motorola's performance of
work, Motorola shall afford a limited number of Iridium's employees or
designees, as approved by Motorola and subject to the Article herein
entitled EXPORT REGULATIONS, access to those Contract Milestone
activities specified in Exhibit A Progress Payments, Milestones and
Deliverable at Motorola's and its first-tier subcontractor's facilities
subject to such subcontractor's approval and on a non-interference basis.
Motorola's approval of designees requested by Iridium shall not be
unreasonably withheld; provided, however, that such approval may be
withheld if Motorola or its first-tier subcontractor(s) have reasonable
concerns as to the protection of their proprietary information or
potential injury to their competitive market position(s).
ARTICLE 10. WARRANTY
Motorola warrants that the Gateway Design Package, as of the date it is
delivered to Iridium, will contain Motorola's then-current revision of
the Gateway Interface Specification and Iridium Gateway Segment
Specification. Motorola agrees that, if it revises such documents during
the twelve (12) month period following such delivery to Iridium to
correct such
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documents for Motorola-determined errors or omissions, that it will
deliver one copy of such revised versions of such documents to Iridium.
Furthermore, Motorola makes no other warranty with respect to the Gateway
Design Package. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO A
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY
WARRANTIES OF DESIGN ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
This Article shall not be construed or interpreted as limiting or
reducing Motorola's obligations as set forth in Article 2 of this
Agreement.
ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS
A. To the extent that Motorola has the right to do so, Iridium shall
have a paid-up, non-exclusive, non-transferable license with
respect to the information which is contained in the Gateway
Design Package as defined herein delivered to Iridium by Motorola
in connection with this Contract to use, have used, make and have
made for "IRIDIUM purposes" all data and inventions which are part
of that information (a) which were created by employees of
Motorola in the performance of this Contract or (b) which were
created by employees of subcontractors to Motorola in the
performance of this Contract.
B. In addition and to the extent that Motorola has the right to do
so, Iridium shall have a non-exclusive, non-transferable,
royalty-bearing license (whose terms will be mutually agreed upon)
with respect to any invention covered by a patent owned by
Motorola or licensed to Motorola (with a right of Motorola to
sublicense), which invention is directly incorporated in the
Gateway Design Package delivered to Iridium by Motorola in
connection with this Contract to use, have used, make and have
made for "IRIDIUM purposes" any such invention, but only if and to
the extent that such invention is essential for Iridium to procure
Gateways from third parties. To the extent Motorola's
subcontractors' have agreed to license to Motorola such patents
covered by this paragraph with a right to sublicense to Iridium
for the purposes covered by this paragraph, Motorola agrees to
negotiate the royalties and other terms associated with such
licenses directly with such subcontractors. With respect to the
license of Motorola's patents covered by this paragraph, Motorola
agrees that the amount of such royalty to be paid by Iridium shall
be a commercially reasonable amount.
C. "IRIDIUM purposes" means the use by Iridium in connection with the
design, development, construction, establishment, operation and
maintenance of the Gateways.
D. The above licenses will become effective upon delivery of the
Gateway Design Package as provided herein.
E. If any written material furnished as part of the Gateway Design
Package is copyrighted, Iridium shall have an unlimited right to
make copies of such copyrighted material and to use such copies
for "IRIDIUM purposes" without payment of additional
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compensation to Motorola only to the extent that Motorola has the
authority to grant such right. In the event Motorola does not
have such right, Motorola will use its best reasonable efforts to
obtain such rights for Iridium. In the event that the obtaining
of such rights involves the payment of a fee, Iridium shall
reimburse Motorola for said fee.
F. Notwithstanding the license grants in Paragraphs A&B above, the
parties agree that all data pertaining to manufacturing processes
technology, semiconductor technology and terrestrial cellular
networks or components, that are or may be delivered or disclosed
by Motorola to Iridium in the Gateway Design Package or otherwise
shall be subject to the Article herein entitled DISCLOSURE AND USE
OF INFORMATION BY THE PARTIES and Iridium acquires no rights,
title or interest in such intellectual property or other
intellectual property associated with the design of the IRIDIUM
Communications System except as may be negotiated in other license
agreements between Motorola and Iridium pursuant to reasonable
terms and conditions mutually acceptable to Motorola and Iridium.
ARTICLE 12. DEFAULT BY MOTOROLA
A. Iridium may, by written notice of default sent by registered
letter to Motorola, terminate this Contract for cause upon the
occurrence of any of the following circumstances:
1. if Motorola fails to make delivery of the Gateway Design
Package and complete all Milestones of this Contract within
four (4) months of the scheduled completion date of the
final Milestone (as may be adjusted under this Contract);
or,
2. if Motorola fails to perform any of the other material
provisions of this Contract or fails to timely complete one
or more of the Milestones so as to prevent completion of the
final Milestone of this Contract within four (4) months of
the scheduled date (as may be adjusted under this Contract),
and in either of these two circumstances does not act to
commence correction of such failure within a period of
thirty (30) days (or such longer period as Iridium may
authorize in writing) after receipt of notice from Iridium
specifying such failure. Notwithstanding such default,
Motorola shall be entitled to payment as provided in Article
6, Paragraph E if the conditions set forth therein are met.
B. If this Contract is terminated as provided in this Article,
Motorola shall:
1. to the extent that it has the right to do so, deliver to
Iridium the then-current version of the Gateway Design
Package as of the effective date of any such termination
along with the intellectual property licenses specified in
the Article herein entitled INTELLECTUAL PROPERTY RIGHTS;
and,
2. be paid a percentage of the total price of this contract
equal to the actual percentage of completion of the Gateway
Design Package that is completed as of the effective date of
such termination action; and,
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3. subject to the Article herein entitled LIMITATION OF
LIABILITY, pay to Iridium all reasonable costs to have this
Contract completed by another responsible contractor, to the
extent such costs exceed the total amount which Iridium
would have had to pay Motorola for this Contract had
Motorola completed the Contract as required; provided,
however, that Iridium enters into a Contract with a
responsible contractor to complete the terminated effort
within one (1) year of notification of termination for
default.
C. NOTWITHSTANDING ANY PROVISION IN THIS CONTRACT TO THE CONTRARY,
THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE
AND MOTOROLA'S TOTAL LIABILITY TO WHICH IRIDIUM IS ENTITLED IN THE
EVENT OF MOTOROLA'S DEFAULT OR FOR ANY OTHER CLAIM AGAINST
MOTOROLA ARISING DIRECTLY OR INDIRECTLY OUT OF THIS CONTRACT
WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE.
D. If, after Iridium gives Motorola notice of default, it is
determined for any reason that Motorola was not in default under
the provisions of this Article, or that the delay was excusable
under the provisions of the Article herein entitled EXCUSABLE
DELAYS, the rights and obligations of the parties shall be the
same as if Iridium defaulted in the performance of its obligations
under this Contract as provided by the Article herein entitled
DEFAULT BY IRIDIUM.
ARTICLE 13. DEFAULT BY IRIDIUM
A. Motorola may, by written notice of default sent by registered
letter to Iridium, terminate this Contract for cause upon the
occurrence of any of the following circumstances:
1. if Iridium fails to make timely payments as required by the
Article herein entitled PAYMENT and does not make any such
required payment within thirty (30) days after notice from
Motorola; or,
2. if Iridium fails to perform any other material obligation
which it is required to perform pursuant to this Contract
and Iridium does not act to commence correction of such
failure within thirty (30) days (or such longer period that
Motorola may authorize in writing) after notice of such
failure is received from Motorola.
B. If this Contract is terminated pursuant to this Article, Iridium
shall, within thirty (30) days after receipt of Motorola's notice
of default under this Article, pay Motorola the total price of
this Contract less any payments previously made by Iridium
hereunder.
C. If this Contract is terminated pursuant to this Article, upon
receipt by Motorola of the total amount payable by Iridium under
Paragraph B above, Iridium shall be entitled to receive the
Gateway Design Package along with the intellectual property
licenses specified in the Article herein entitled INTELLECTUAL
PROPERTY RIGHTS.
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D. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE
TO WHICH MOTOROLA IS ENTITLED IN THE EVENT OF IRIDIUM'S DEFAULT,
AND EXCEPT AS PROVIDED ABOVE, IRIDIUM SHALL HAVE NO LIABILITY FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST
PROFITS OR LOST REVENUES.
E. If, after Motorola gives Iridium a notice of default, it is
determined for any reason that Iridium was not in default under
the provisions of this Article, or that the delay was excusable
under the provisions of the Article herein entitled EXCUSABLE
DELAYS, the rights and obligations of the parties shall be the
same as if Motorola defaulted in the performance of its
obligations under this Contract as provided by the Article herein
entitled DEFAULT BY MOTOROLA.
ARTICLE 14. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL MOTOROLA BE LIABLE TO IRIDIUM EXCEPT AS LIMITED
AND EXPRESSLY SET FORTH IN ARTICLES 12 AND 13, WHETHER IN
CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE, INCLUDING
WITHOUT LIMITATION ANY LIABILITY FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR REVENUES.
B. FURTHERMORE, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL MOTOROLA
BE LIABLE TO IRIDIUM IN A CUMULATIVE AMOUNT IN EXCESS OF
$100,000,000 (U.S.) FOR ANY AND ALL COSTS, DAMAGES, CLAIMS OR
LOSSES WHATSOEVER ARISING OUT OF OR RELATED TO THIS CONTRACT, THE
SPACE SYSTEM CONTRACT, THE OPERATIONS AND MAINTENANCE CONTRACT AND
ANY OTHER CONTRACT EXECUTED BETWEEN IRIDIUM AND MOTOROLA IN
CONNECTION WITH THE IRIDIUM COMMUNICATIONS SYSTEM, OR ANY
PROVISION HEREUNDER OR THEREUNDER WHETHER PURSUED AS A BREACH
(I.E. DEFAULT) OF THE CONTRACT OR AS A TORT OR OTHER CAUSE OF
ACTION AND WHETHER ACCRUING BEFORE OR AFTER COMPLETION OF ALL THE
WORK REQUIRED TO BE PERFORMED UNDER THIS OR SUCH OTHER CONTRACTS.
ARTICLE 15. DISCLOSURE AND USE OF INFORMATION BY THE
PARTIES
A. "Proprietary Information" is defined as information which the
disclosing party at the time of disclosure identifies in writing
as Proprietary Information by means of a proprietary legend,
marking, stamp or other positive written notice identifying the
information to be proprietary. In order for information disclosed
orally or visually by a party to this Contract to be Proprietary
Information protected hereunder, the disclosing party shall
identify the information as proprietary at the time of the
disclosure and, within thirty (30) days after such oral or visual
disclosure, reduce the subject matter of the disclosure to
writing, properly stamped with the proprietary
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legend, marking, stamp or other positive written notice and submit
it to the receiving party.
B. Except as may be specifically provided otherwise in this Contract,
Proprietary Information of Motorola disclosed hereunder to Iridium
may only be used by Iridium for monitoring the progress of the
performance of this Contract by Motorola.
C. It is agreed that for a period of ten (10) years following the
receipt of Proprietary Information, the receiving party will use
such information only for the purpose(s) provided in Paragraphs B
and C, above, as applicable, and shall take reasonable efforts to
preserve in confidence such Proprietary Information and prevent
disclosure thereof to third parties. Each of the parties agree
that it will use the same reasonable efforts to protect the
other's Proprietary Information as are used to protect its own but
will at least use reasonable care. Disclosures of such
information shall be restricted to those individuals directly
participating in the efforts provided in Paragraphs B and C,
above, who have a need to know such information and who have been
made aware of and consent to abide by the restrictions contained
herein concerning the use of such information.
D. The obligation to protect Proprietary Information and the
liability for unauthorized disclosure or use of Proprietary
Information shall not apply with respect to such information which
is now available or becomes available to the public without breach
of this Contract; information lawfully received without
restrictions from other sources; information known to the
receiving party prior to disclosure not subject to a separate
nondisclosure obligation; information published or disclosed by
the disclosing party to others, without restriction; information
developed by the receiving party independent of and without use of
the information disclosed by the disclosing party; information for
which further use or disclosure by the recipient is authorized in
writing by the disclosing party; or information required to be
disclosed to any persons involved in insuring risks hereunder.
E. Upon termination of this Contract each party may request, within a
reasonable period of time thereafter, the return of all
Proprietary Information delivered under this Contract to the other
party and copies made thereof by the receiving party, except that
each party may retain an archived copy to be used only in case of
a dispute concerning the Contract. Each party agrees to comply
with such request by the other party and to return within a
reasonable time the Proprietary Information requested by the party
providing such information.
ARTICLE 16. ASSOCIATE CONTRACTOR REQUIREMENTS
Iridium and all contractors to Motorola for the IRIDIUM Communications
System are hereby defined as "Associate Contractors." In the performance
of this Contract, Iridium shall, to the extent requested by Motorola,
work cooperatively with other Associate Contractors in the cooperative
development of the IRIDIUM Communications System.
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Iridium expressly agrees that its Proprietary Information as described in
the Article hereof entitled Intellectual Property Rights may be made
available by Motorola to Associate Contractors, provided that such
Associate Contractors have agreed in writing to protect such Proprietary
Information substantially in accordance with the same provisions
contained in the Article hereof entitled DISCLOSURE AND USE OF
INFORMATION BY THE PARTIES. Iridium understands that, in order to ensure
the successful development of the IRIDIUM Communications System, Motorola
and its Associate Contractors may need to disclose or receive Proprietary
Information directly with one another and Iridium hereby expressly agrees
to such exchanges. Iridium agrees that it will use and protect the
Proprietary Information of Associate Contractors on the same basis as it
is permitted to use and is obligated to protect Motorola Proprietary
Information as provided in the Article hereof entitled DISCLOSURE AND USE
OF INFORMATION BY THE PARTIES.
ARTICLE 17. TAXES
A. The price of this Contract referred to in the Article herein
entitled PRICE, includes all transportation and related charges
and all applicable taxes, duties, and similar liabilities
whatsoever for delivery of all items to the specified destination
in the continental United States, except any tax on the sale to
Iridium of any item delivered hereunder. Iridium will reimburse
Motorola for any such sales or use tax, or duty drawback claim
Motorola is required by law to pay.
B. If requested by the other party, Motorola and Iridium will
cooperate with each other in contesting and/or protesting those
taxes which either party reasonably deems inappropriate. In
return for such cooperation, Motorola and Iridium agree to
indemnify each other against and hold each other harmless from any
such tax that the other party is responsible to pay under
Paragraph A above, and from any costs, expenses, penalties, or
fees (including reasonable attorneys fees) which either party
incurs in cooperating with the other.
ARTICLE 18. EXCUSABLE DELAYS
A. Without limiting any other provision specifying what constitutes
an excusable delay under this Contract, any event which causes a
failure or delay to perform hereunder, and which is beyond the
reasonable control and without the fault or negligence of Motorola
and its subcontractors hereunder shall constitute an excusable
delay, if notice thereof is given to Iridium within thirty (30)
days after such event shall have occurred or within 30 days of
Motorola's knowledge of such event. Such excusable delay events
include, but are not limited to, acts of God or of the public
enemy; acts of governments in their sovereign or contractual
capacity including government priorities, allocations, regulations
or orders affecting materials, facilities, or, if applicable,
completed spacecraft; fires; floods; snowstorms; earthquakes;
epidemics; quarantine restrictions; strikes; labor difficulties;
wars; and freight embargoes or any other event which causes
failure or delay in performance hereunder and which is beyond the
reasonable control of Motorola or its subcontractors hereunder.
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B. In the event of any such excusable delay, the performance schedule
of this Contract shall be extended equitably and the price shall
be adjusted to account for any additional costs incurred by
Motorola as a result of such delay. Motorola shall provide
Iridium with evidence supporting Motorola's claim of excusable
delay and shall mitigate such additional costs or schedule impact
to the extent reasonable.
ARTICLE 19. EXPORT REGULATIONS
A. Neither party shall export, directly or indirectly, any
information or technical data disclosed under this Contract to any
individual or country which the U.S. Government at the time of
export requires an export license or other government approval
without first obtaining such license or approval. The parties
recognize that Iridium may be composed of individuals or entities
for which Iridium must ensure no disclosure of technical data
unless and until Iridium obtains appropriate export licenses from
the U.S. Government.
B. Motorola agrees to exert commercially reasonable efforts to design
the Gateway Equipment to enable it to be exported from the United
States, based upon Motorola's experiences with current U.S. laws
and regulations, to the countries in which Gateways are
contemplated to be located, which are: Australia, Bahrain, Brazil,
Canary Islands (Spain), China (PRC), Cyprus, Germany, India,
Indonesia, Italy, Japan, Kingdom of Saudi Arabia, South Africa,
South Korea, Mexico, United States, Russian Federation, Taiwan
(ROC), Thailand and United Arab Emirates.
ARTICLE 20. ASSIGNMENT
Neither party shall assign or delegate this Contract or any of its
rights, duties, or obligations thereunder to any other person without the
prior express written approval of the other party except that Iridium
agrees that Motorola may assign this Contract to any subsidiary or
successor corporation of Motorola. Nothing contained in this Article
shall restrict Motorola from subcontracting work or procuring
parts/materials or services in the ordinary course of performance of this
Contract.
ARTICLE 21. RELATIONSHIP WITH OTHER AGREEMENTS
The following agreements relate to the effort described herein. Nothing
in this Contract shall be construed or interpreted as amending any of
these other agreements. The rights and responsibilities of the parties
within each of these related agreements is set forth within each such
separate and independent agreement.
A. RELATED EXISTING CONTRACTS
1. SPACE SYSTEM CONTRACT: The Space System Contract covers the
design, development, production and delivery of the
integrated Space System of the IRIDIUM Communication System,
along with certain documentation as specified in that
contract.
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2. OPERATIONS AND MAINTENANCE CONTRACT: The Operations and
Maintenance Contract (O&M Contract) covers the operation and
maintenance of the entire IRIDIUM Space System. The five
(5) year period contemplated by the O&M Contract begins
immediately upon completion of the IRIDIUM Space System
Contract. Generally the work required includes the
replacement of individual spacecraft of the Constellation as
necessary to maintain the performance and reliability levels
specified for the Space System.
3. MUTUAL NONDISCLOSURE AGREEMENT FOR COOPERATIVE ACTIVITIES:
This agreement is intended to cover discussions and the
exchange of data to the extent they are not covered by other
agreements between Motorola and Iridium.
(Note: This Mutual Nondisclosure Agreement is not
applicable to any data exchanged between Motorola and
Iridium pertaining to the IRIDIUM Gateway or the Terrestrial
Network. Information exchanged regarding the Gateways or
the Terrestrial Network is under the purview of this TNDC
Contract.)
B. RELATED CONTRACTS IN NEGOTIATIONS
ENGINEERING ASSISTANCE AGREEMENT: This contract is intended to
provide engineering assistance and other services by Motorola to
Iridium in excess of the effort included in the scope of the O&M
Contract and the Space System Contract. Such services could
include system engineering design assistance in evaluating the
utility of an enhanced design for the second or replacement Space
System.
C. RELATED CONTRACTS TO BE NEGOTIATED
1. GATEWAY EQUIPMENT PURCHASE AGREEMENTS
2. GATEWAY ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACTS
3. GATEWAY OPTIONAL SERVICES CONTRACTS
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ARTICLE 22. NOTICES
All correspondence, including notices, reports, and documentation
deliverables, to be provided to Iridium or Motorola under this Contract
shall be sent to Iridium or Motorola as follows:
Iridium: Iridium LLC Motorola: Motorola, Inc.
Address: ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇ Address: ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇. Call Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
ARTICLE 23. AUTHORIZED REPRESENTATIVES
The only representatives of Iridium and Motorola authorized to make
changes to this Contract and to sign contractual documents are:
Iridium: Motorola:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
F. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Either party may change its aforementioned representatives at any time by
providing written notice to the other party.
ARTICLE 24. EXHIBIT
The following Exhibit is attached hereto and hereby incorporated as part
of this Contract by reference as if fully set forth within this Contract:
Exhibit A -- Statement of Work
ARTICLE 25. ORDER OF PRECEDENCE
In the event of any inconsistency among or between the parts of this
Contract, such inconsistency shall be resolved by giving precedence in
the order of the parts as set forth below:
1. Contract Articles
2. Statement of Work (Exhibit A)
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ARTICLE 26. DISPUTES AND GOVERNING LAW
A. This Contract and any dispute arising under or in connection with
this Contract, including any action in tort, shall be construed in
accordance with and governed by the laws of the State of Arizona
except for its choice of laws rules.
B. Motorola and Iridium will attempt to settle all disputes, claims,
or controversies arising under or in connection with this Contract
through consultation and negotiation in good faith and a spirit of
mutual cooperation. If those attempts fail, the parties agree to
consider forms of alternative dispute resolution (ADR) such as
neutral fact-finding, mediation, arbitration, or a minitrial.
C. All disputes arising in connection with the interpretation or
implementation of this Contract which are not resolved in a timely
manner shall be referred, within Motorola's and Iridium's
organizations, as follows:
1. The dispute shall be referred to the General Manager,
Motorola, Satellite Communications Division and Iridium's
comparable level executive or their designees for
satisfactory resolution.
2. If the dispute remains unresolved after ten (10) days have
elapsed, it shall be referred to the Chief Executive
Officers (CEOs) of Motorola and Iridium or their designees
for resolution.
3. Except as to intellectual property issue disputes, if the
dispute remains unresolved after thirty (30) days have
elapsed following referral to the CEOs, it shall then be
solely and finally settled by arbitration (or some other
form of Alternative Dispute Resolution mutually acceptable
to the parties) conducted in the English language in
Arizona, in accordance with the Rules of Arbitration of the
American Arbitration Association (AAA) by three (3)
arbitrators, one of whom shall be selected by Iridium and
one of whom shall be selected by Motorola. After demand for
arbitration is made and the demanding party has selected its
appointed arbitrator,
(a) the other party shall have twenty (20) calendar days
to select its arbitrator,
(b) after such selection, the two party-appointed
arbitrators shall have twenty (20) calendar days to
appoint a third arbitrator who shall act as chairman,
(c) if the two party-appointed arbitrators do not make
such appointment within such time, the AAA shall make
such appointment within ten (10) calendar days, and
(d) the arbitral tribunal shall decide the matter and
render an award within sixty (60) calendar days
thereafter.
The parties hereto shall cooperate in such expedited
procedure and perform all necessary acts to ensure adherence
to this schedule. The chairman shall be a businessman or
lawyer with at least ten (10) years of experience with
international business transactions. The arbitral tribunal
shall decide, by majority vote, the
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resolution of the dispute, controversy or claim in
accordance with the governing law specified in this
Contract. The decision of the arbitrators shall be in
writing and shall set forth the bases therefore. The
parties hereto shall abide by all awards rendered in
arbitration proceedings, and all such awards may be enforced
and executed upon in any court having jurisdiction over the
party against whom enforcement of such award is sought.
Motorola and Iridium shall divide equally the administrative
charges, arbitrator's fees, and related expenses of
arbitration but each party shall pay its own legal fees and
other expenses incurred in presenting and defending its
position on the dispute incurred in connection with any such
arbitration. All arbitration awards hereunder shall be
rendered and paid in United States Dollars.
4. Any intellectual property issue dispute, which is not
resolved by the parties after a good faith attempt at
resolution has been made as provided in paragraphs one (1)
and two (2) above of this Article may then be submitted to
the courts of the State of New York, United States of
America, unless mandatorily preempted by Federal Law of the
United States of America, whereupon such dispute shall be
submitted to the Federal courts of the United States of
America.
5. The parties acknowledge and agree that the United Nations
Convention on Contracts for the International Sale of Goods
(the "Vienna Convention") shall not apply to the
transactions contemplated by this Contract.
ARTICLE 27. ENTIRE AGREEMENT
A. This Contract constitutes the entire agreement between the parties
and supersedes all prior understandings, commitments, and
representations whether written, oral, electronic or otherwise
with respect to the subject matter contained herein. This
Contract may not be amended or modified except as provided by the
Article herein entitled CHANGES; nor may it be terminated except
as provided by the Article herein entitled DEFAULT BY MOTOROLA,
the Article herein entitled TERMINATION FOR CONVENIENCE, or the
Article herein entitled DEFAULT BY IRIDIUM; and, none of its
provisions may be waived, except by a writing signed by an
authorized representative of the party against which the waiver is
sought to be enforced. The paragraph headings herein shall not be
considered in interpreting the text of this Contract. In the
event any part of this Contract is declared legally invalid or
unenforceable by an authorized judicial body, such part of this
Contract shall be ineffective to the extent of such invalidity or
unenforceability and shall not affect the remaining provisions of
this Contract unless such declaration affects the Article herein
entitled LIMITATION OF LIABILITY. In such case, this Contract
shall be declared terminated as of the date of such judicial
decision and the parties shall have only the following rights and
responsibilities:
1. Motorola's Rights and Responsibilities:
(a) Motorola shall, to the extent that it has the right
to do so, deliver to Iridium the then-current version
of the Gateway Design Package as of the effective
date of
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any such termination along with the intellectual
property licenses specified in the Article herein
entitled INTELLECTUAL PROPERTY RIGHTS.
(b) Motorola shall be paid a percentage of the total
price of this contract equal to the actual percentage
of completion of the Gateway Design Package that is
completed as of the effective date of such
termination action. In no event shall such amount be
less than the amount which has been completed as of
the date of the signature by the parties to this
contract.
(c) Motorola shall be relieved of all other obligations
contained in this Contract and any and all liability
arising directly or indirectly out of this contract
except for its obligation to not use or disclose
proprietary information of Iridium except in
accordance with the Article herein entitled
DISCLOSURE AND USE OF INFORMATION BY THE PARTIES.
2. Iridium's Rights and Responsibilities:
(a) Iridium shall, upon payment of the Contract price
specified below and to the extent that Motorola has
the right to do so, receive the then-current version
of the Gateway Design Package as of the effective
date of any such termination along with the
intellectual property licenses specified in the
Article herein entitled INTELLECTUAL PROPERTY RIGHTS.
(b) Iridium shall pay a percentage of the total price of
this Contract equal to the actual percentage of
completion of the Gateway Design Package that is
completed as of the effective date of such
termination action. In no event shall such amount be
less than the amount which has been completed as of
the date of the signature by the parties to this
contract.
(c) Iridium shall be relieved of all other obligations
contained in this Contract and any and all liability
arising directly or indirectly out of this contract
except for its obligation to not use or disclose
Motorola's proprietary information except in
accordance with the Article herein entitled
DISCLOSURE AND USE OF INFORMATION BY THE PARTIES.
B. Notwithstanding anything in this Contract to the contrary, the
rights, representations, and obligations of the Parties as
expressed in this agreement are made for the benefit of the
Parties hereto and shall not be interpreted or construed as
providing any beneficial or legal interest to any third party
(including without limitation all Gateway Equipment purchasers,)
nor shall it be construed or interpreted as granting any rights or
remedies to any third parties under any written or implied
contract with Motorola (including without limitation all Gateway
Equipment purchasers,).
ARTICLE 28. EFFECTIVE DATE
The term Effective Date of this Contract (EDC), as used in this Contract,
shall mean the first day of January 1993.
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IN WITNESS WHEREOF, the parties hereto have executed this Contract consisting
of this and the preceding nineteen (19) pages and the Exhibit referenced
therein.
Motorola, Inc. Iridium LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- -----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ ----------------------------
Corporate V.P. & President & Chief
General Manager Title: Operating Officer
----------------------------- ---------------------------
Date: Date:
------------------------------ ----------------------------
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THE IRIDIUM(R)
TERRESTRIAL NETWORK DEVELOPMENT
EXHIBIT A
STATEMENT OF WORK
(CONFORMED 1/14/97 TO INCLUDE AMENDMENT NO. 2)
FOREWORD
This document contains the scope of work to be performed by the Satellite
Communications Division (SATCOM) of Motorola, Inc. (Motorola) located in
Chandler, Arizona under the Terrestrial Network Development Contract with
Iridium LLC located in Washington, D.C. The work in this document includes
the non-recurring engineering design, development and test efforts associated
with the IRIDIUM Gateway Equipment which will be sold by Motorola under
separate contracts with Gateway Operators.
-------------------
IRIDIUM is registered trademark and service ▇▇▇▇ of Iridium LLC.
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TABLE OF CONTENTS
SECTION TITLE PAGE
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1.0 BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.0 SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 ADDITIONAL SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.0 TERRESTRIAL NETWORK DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 FUNCTIONAL OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1.1 SERVICE AND FUNCTIONAL CAPABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1.2 GATEWAY EQUIPMENT OPERATIONAL FUNCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 GATEWAY EQUIPMENT PERFORMANCE OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2.1 CALL PROCESSING PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2.2 RF AND MODEM PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2.3 OA&M PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2.4 IRIDIUM BUSINESS SUPPORT SYSTEM INTEGRATION SUPPORT . . . . . . . . . . . . . . . . . . . . . . . 7
3.3 MONITORING DEVELOPMENT PROGRESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.4 TEST DOCUMENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.0 MILESTONE DESCRIPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
TABLE 4.0-1 TNPC MILESTONES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 SUBSYSTEM ACCEPTANCE TESTING (MILESTONES 1 THROUGH 4) . . . . . . . . . . . . . . . . . . . . . . 9
4.1.1 MILESTONE 1 - GATEWAY SWITCHING CENTER SR4 SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . 10
4.1.2 MILESTONE 2 - EARTH TERMINAL CONTROLLER (ETC) SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . 10
4.1.3 MILESTONE 3 - OMC-G SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1.4 MILESTONE 4 - MESSAGING SUBSYSTEM ACCEPTANCE TEST . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 TNDC DEMONSTRATIONS (MILESTONES 5 THROUGH 8) . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2.1 MILESTONE 5- GATEWAY TEST LAB DEMONSTRATION - Release 1 . . . . . . . . . . . . . . . . . . . . 12
4.2.2 MILESTONE 6 - GATEWAY ACCEPTANCE TEST PROCEDURES - RELEASE 1 . . . . . . . . . . . . . . . . . .
4.2.3 MILESTONE 7 - GATEWAY/SYSTEM DEMONSTRATION - RELEASE 1 . . . . . . . . . . . . . . . . . . . . . 13
4.2.4 MILESTONE 8 - GATEWAY TEST LAB DEMONSTRATION - RELEASE 2 . . . . . . . . . . . . . . . . . . . . 14
4.3 GATEWAY DESIGN PACKAGES (MILESTONES 9 AND 10) . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.3.1 BSP-G0001.GWS, IRIDIUM GATEWAY SEGMENT SPECIFICATION . . . . . . . . . . . . . . . . . . . . . . 15
4.3.2 GATEWAY INTERFACE SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.3.3 DEVELOPMENT PROCUREMENT PACKAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
------------------------------
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.3.4 GATEWAY SYSTEM OPERATIONS, ADMINISTRATION AND MAINTENANCE (OA&M) MANUALS . . . . . . . . . . . . 16
4.3.5 GATEWAY TRAINING MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.6 GATEWAY DEVELOPMENT VERIFICATION PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.7 GATEWAY PRODUCT DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.8 GATEWAY CUSTOMER ACCEPTANCE TEST PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.3.9 GENERIC GATEWAY FACILITIES DESIGN PACKAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.0 PROGRAM MANAGEMENT OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.0 PRE-COMMERCIAL SERVICE WARRANTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.0 GTAC SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
8.0 COMMERCIAL ACTIVATION ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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MOTOROLA CONFIDENTIAL PROPRIETARY
APPENDICES
A. GATEWAY TNDC PERFORMANCE OBJECTIVES
B. DESCRIPTION OF IRIDIUM SERVICES
C. DESCRIPTION OF GATEWAY MANAGEMENT FUNCTIONAL AREAS
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MOTOROLA CONFIDENTIAL PROPRIETARY
1.0 BACKGROUND
The Terrestrial Network Development Contract (TNDC) is a
contract under which Motorola SATCOM will complete the
development and testing of the detailed design for a specific
portion (Gateway Equipment) of the IRIDIUM Communications
System. It does not include the IRIDIUM Business Support System
(previously known as the Network Management Support System)
functionality or equipment. It is understood that at the date
of contract award, Gateway Equipment development progress has
been made in the areas of detailed planning, requirements
generation and analyses, supplier selection and high level
design for some areas of functionality.
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MOTOROLA CONFIDENTIAL PROPRIETARY
2.0 SCOPE
The Terrestrial Network Development (TND) is for a set of
tasks to specify, design, develop, integrate and test specific
hardware and software of the IRIDIUM Gateway Equipment.
Tasks related to the TND effort include:
A. Develop detailed functional, technical and operating
requirements from higher level requirements as expressed in the
TND Functional and Performance Objectives, Appendix A, the
Description of IRIDIUM Services, Appendix B and the OA&M
capabilities described in Appendix C.
B. Develop the design for Gateway Equipment hardware.
C. Develop the design for Gateway Equipment software.
D. Document the design effort such that the design can be
reviewed between SATCOM and Iridium, Inc. as work progresses and
such that the design effort culminates in deliverable
documentation identified as the Gateway Design Package.
E. Develop and test the software of the Gateway Equipment.
F. Integrate and test the Gateway Equipment software and
hardware using a laboratory test environment. It is expected
the laboratory environment will be used by Motorola after the
completion of the TND for support and future development.
G. Demonstrate that the Gateway Equipment design meets the
requirements of the TND Functional and Performance Objectives as
identified in Appendix A, the Description of IRIDIUM Services
found in Appendix B and the OA&M capabilities as described in
Appendix C.
H. Deliver the Gateway Design Package to Iridium.
2.1 ADDITIONAL SCOPE RELATING TO COMMERCIAL ACTIVATION ACTIVITIES
In addition to the tasks set forth in Section 2.0 above,
Motorola's performance hereunder shall include providing the
Pre-Commercial Service warranty, providing the GTAC Services,
performing Technical Trials, providing the Operations Data
Network
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MOTOROLA CONFIDENTIAL PROPRIETARY
(ODN), and supporting other activities related to Commercial
Activation, (e.g., Operational Trial, Gateway Commissioning;
Subscriber Trials; Implementation, Testing and Activation of
Release 3 into the Gateway Equipment).
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MOTOROLA CONFIDENTIAL PROPRIETARY
3.0 TERRESTRIAL NETWORK DEVELOPMENT
3.1 FUNCTIONAL OBJECTIVES
The IRIDIUM Gateway design is based on digital cellular
technology and relies on the development of electrical
interfaces and signaling protocols for both fixed established
equipment and mobile IRIDIUM subscriber equipment. The Gateway
Equipment shall be designed to provide functions required for
the interconnectivity between the IRIDIUM Space System and the
terrestrial international wireline network through a peer level
interface with an international transit tandem switch. The
Gateway Equipment shall be designed to support interconnection
to different Public Switched Telephony Networks (PSTN) and
Integrated Services Digital Networks (ISDN) restricted to
signaling protocols according to the following:
*
The IRIDIUM Gateway Equipment shall be designed to provide the
access control and call processing functionality (including
collection of usage data to support network management and
billing) necessary to implement IRIDIUM telephony, bearer and
messaging services.
3.1.1 SERVICE AND FUNCTIONAL CAPABILITIES
The IRIDIUM Gateway Equipment shall provide the following
service and functional capabilities. A detailed description of
the services supported by the Gateway Equipment design, to the
extent the Gateway equipment contributes to effecting such
services, can be found in Appendix B.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
*
- Basic Teleservices
-- Telephony (call processing, setup, control, tear down)
-- Emergency Calling 11 (using SIM card and valid subscription)
- Basic Telephony Features
-- Voice Path Cut-Through
-- Transit Trunking
-- Supplemental Telephony Features (configurable capabilities)
-- VLR/HLR Restoration According to GSM Phase II
-- Intercept (basic)
-- EIR Node Functionality
-- Call offering Supplementary Services
Call Forwarding Unconditional (CFu)
Call Forwarding on Mobile Subscriber Busy
(CFb)
Call Forwarding on Mobile not reachable (CFNRc)
-- Call Restriction
- Other Services
-- Support of Debit Card (refer to Appendix B for conditions)
*
*
- Messaging Services
-- Directed Messaging Service (DMS)
-- DMS Features and Supplementary Services
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
-- DMS Voice Messaging Supplementary Services
- Telephony Voice - Messaging
- Telephony Voice - Messaging Supplementary Services
*
- Bearer Services
*
-- Automatic Facsimile (FAX)
*
- Voice Supplementary Services
-- Community of Interest (Closed User Group)
-- Multi-Party
-- Call Waiting
-- Call Hold
-- Call Forwarding No Reply (CFnr)
- Supplementary Telephony Services
-- Attach/Detach
*
-- Single IRIDIUM Number (Refer to Appendix B for restrictions)
3.1.2 GATEWAY EQUIPMENT OPERATIONAL FUNCTIONS
IRIDIUM Gateway operations, administration and maintenance (OA&M)
functions will be provided in the Gateway Equipment design. These
functions will include fault management, configuration management,
performance management, security management and accounting management.
In addition, gateway network element level management fucntions will
be provided for the ETC, switch and messaging sybsystems. The Gateway
OA&M equipment will be capable of interfacing with the IRIDIUM
Business Support System. Appendix C provides a description of the
Gateway management functional areas.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
3.2 GATEWAY EQUIPMENT PERFORMANCE OBJECTIVES
The Gateway Equipment performance attributes for Call Processing
and OA&M are identified in Appendix A. These attributes
represent the set of objectives which specify expected
performance of the Gateway Equipment when operated as an
integral part of the IRIDIUM Communications System. The
performance objectives fall into three categories: Call
Processing Performance, RF and Modem Performance, and OA&M
Performance.
3.2.1 CALL PROCESSING PERFORMANCE
The Gateway Equipment call processing performance attributes and
their values are identified in Table 1 of Appendix A.
*
Parameters specified represent only the
IRIDIUM Gateway contribution to the overall system time
parameters.
The Gateway Equipment will contain an implementation of a
proprietary transcoder algorithm. A data package will be
provided to Iridium, Inc. as Motorola proprietary data
containing voice encoder/decoder evaluation results.
3.2.2 RF AND MODEM PERFORMANCE
To demonstrate the RF and modem characteristics of the Gateway
equipment, Motorola will provide a data package containing test
data and results of earth terminal test performed for the Space
System. The tests would include:
- Ka-band link BER performance
- Ka-band link RF power control performance
- Satellite acquisition time
- SV-SV hand-off performance parameters
- Uplink and downlink RF frequency accuracy
- Maximum EIRP and EIRP stability
- Feeder link data rate
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
- G/T(derived)
- Antenna gain patterns for transmit and receive
frequencies.
Motorola understands that some of this data may be needed to
obtain licensing of the Gateway in certain countries and,
therefore, Motorola agrees to minimize the amount of proprietary
data included in the test reports.
3.2.3 OA&M PERFORMANCE
The IRIDIUM Gateway Equipment Operations, Administration and
Maintenance (OA&M) performance parameters and their values are
identified in Table 2 of Appendix A.
*
3.2.4 IRIDIUM BUSINESS SUPPORT SYSTEM INTEGRATION SUPPORT
Motorola will support the integration of the Iridium developed
business system with Gateway equipment in the Gateway test
laboratory in Chandler, AZ. Motorola will provide reasonable
laboratory space and technical support for this activity, as
well as access to the operational Gateway subsystems.
3.3 MONITORING DEVELOPMENT PROGRESS
Through planned design reviews and test activities, Iridium,
Inc. will be able to monitor the TND progress. Duplication of
testing for the purposes of satisfying requirements of the TND
should be avoided. Iridium, Inc. will be afforded the
opportunity to attend Gateway Design Reviews and participate in
TND testing as described below. The test objectives of the TND
contract include verification through test and demonstration
that the IRIDIUM Gateway Equipment design meets the Functional
Objectives identified in Section 3.1, the Performance Objectives
outlined in Section 3.2 and as identified in Appendix A, the
services described in Appendix B and the OA&M capabilities
listed in Appendix C. The integrated Gateway Equipment will be
shown to function as an integral part of the IRIDIUM
Communication System. To accomplish the objectives, testing
will be performed at four levels. The first testing level is
subsystem acceptance testing. This testing will be performed to
verify that the
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
suppliers have met the subsystem level requirements. The second
level of testing is performed at the Gateway Equipment level by
integrating and testing the subsystems together as a functional
entity. This level of testing will be performed to verify that
the Gateway segment level requirements have been met and all
interfaces external to the Gateway have been verified.
Simulation will be used for most external interfaces. The third
level of testing demonstrates the Gateway Equipment in the
Gateway test laboratory. This level of testing introduces other
system elements such as the System Control Segment Control
Facility, the Message Termination Controller, and the ISU, which
replace simulators in the Gateway test laboratory. The
objective of this testing is to integrate the Gateway segment
into the IRIDIUM Communications System in a laboratory
environment. The fourth and final level of testing will be
performed to demonstrate the integrated Gateway Equipment
functions in the IRIDIUM Communications System using on-orbit
satellites as available.
*
3.4 TEST DOCUMENTATION
Test documentation will be developed by both the subsystem
suppliers and Motorola to describe the applicable test
processes. These documents will be made available to Iridium
for review at least 30 days prior to testing. Copies of
test reports will be provided to Iridium, Inc. within 30 days
following testing. Test procedure documents will contain
information which is used to verify or test functional
capabilities of the Gateway Equipment. These procedures will
contain information such as: test requirements specifications,
system under test scenarios, test plans, stimulus/response,
verification matrices, etc. Test acceptance documents will
contain the test procedures which will be executed. A pass/fail
criteria will be developed for the key performance
specifications. Iridium, Inc. will be offered the opportunity
to witness testing. Test report documents will contain the
results of the test effort. TND test efforts will include
supplier acceptance testing, lab testing, Beta Site
pre-acceptance testing, or demonstration testing. The test
reports will provide information as to the success and status of
the system under test including an action plan to correct
deficiencies or defects discovered during testing.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.0 MILESTONE DESCRIPTIONS
The contract milestone schedule is provided in Table 4.0-1.
These milestones will demonstrate tangible progress toward
implementation of the IRIDIUM Gateway Equipment design.
Description of the contract milestones and completion criteria
are provided below. Iridium, Inc. shall have the right to
challenge the assertion of Motorola that any milestone has been
completed in accordance with the stated criteria pursuant to
Article 6, PAYMENT, Subsection D.
TABLE 4.0-1. TNDC MILESTONES
--------------------------------------------------------------------------------------------------------
MS DESCRIPTION SCHEDULED AMOUNT DUE
NO. COMPLETION DATE** (U.S. DOLLARS)
--------------------------------------------------------------------------------------------------------
1 GSC SR4 Acceptance Test * *
--------------------------------------------------------------------------------------------------------
2 Gateway ETC Basic Teleservices Acceptance Test * *
--------------------------------------------------------------------------------------------------------
3 Gateway OMC-G Acceptance Test * *
--------------------------------------------------------------------------------------------------------
4 Gateway Messaging Subsystem Acceptance Test * *
--------------------------------------------------------------------------------------------------------
5 Gateway Test Lab Demonstration Release * * *
--------------------------------------------------------------------------------------------------------
6 Gateway Acceptance Test Procedures Release * * *
--------------------------------------------------------------------------------------------------------
7 Gateway/System Demonstration Release * * *
--------------------------------------------------------------------------------------------------------
8 Gateway Test Lab Demonstration Release * * *
--------------------------------------------------------------------------------------------------------
9 Gateway Design Package Release * * *
--------------------------------------------------------------------------------------------------------
10 Gateway Design Package Release * * *
--------------------------------------------------------------------------------------------------------
TOTAL $160,000,000
--------------------------------------------------------------------------------------------------------
**The dates shown in the column titles "Scheduled
Completion Date" are those selected dates as of the
effective date of the TNDC and are subject to
adjustment as provided by ARTICLE 18, Excusable
Delays, of the Contract.
--------------------------------------------------------------------------------------------------------
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.1 SUBSYSTEM ACCEPTANCE TESTING (MILESTONES 1 Through 4)
Subsystem acceptance testing will be conducted with the
Motorola suppliers in accordance with Motorola approved
acceptance test procedures. In general, the acceptance testing
will occur at the subsystem supplier facility. Successful
completion will be based on completion of the test procedures
and establishment of an action plan to correct any deficiencies
and defects detected during testing. The four subsystem
acceptance tests to be performed include the Earth Terminal
Controller (ETC), the Gateway Switching Center (GSC), the
Gateway Messaging System (GWMS) and the Operations and
Maintenance Center (OMC-G). The locations of the testing are
tentative and are subject to change to accommodate changes in
Motorola's development plans. Acceptance test procedures (ATP)
for each of the subsystem acceptance tests will be provided to
Iridium Inc. for review and comment no less than thirty (30)
days prior to the start of testing.
4.1.1 MILESTONE 1- GATEWAY SWITCHING CENTER SR4 SUBSYSTEM ACCEPTANCE TEST
Subsystem acceptance testing will be performed by the GSC
supplier. The acceptance testing is planned to be performed at
the SATCOM facility in Chandler, Arizona.
*
Siemens will test the Gateway Switching
Center SR4 release to ensure compliance with the Motorola
developed procurement specifications. This testing will be
related to Release * functionality. Acceptance criteria will be
defined in the ATP. Acceptance test procedures will be provided
by Siemens and approved by Motorola. The acceptance test
procedures will be provided to Iridium, Inc. for review prior
to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when GSC SR4 has been
tested to the satisfaction of Motorola and a corrective action
plan has been established for those items found to be
non-compliant with the ATP acceptance criteria. Iridium, Inc.
representatives shall be offered the opportunity to witness the
subsystem acceptance testing.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
4.1.2 MILESTONE 2 - EARTH TERMINAL CONTROLLER (ETC) SUBSYSTEM ACCEPTANCE
TEST
The ETC subsystem acceptance test is scheduled to be
performed at the Motorola Scottsdale facility
*
This acceptance testing
will include previously accepted transmission (ETS),
communications (ECS) and management (OMC-R) subsystems.
Motorola will integrate the three subsystems and perform an ETC
level acceptance test. Motorola will test the Gateway Earth
Terminal Controller subsystem to ensure compliance with the
Motorola developed specifications. Acceptance criteria will be
defined in the ATP. The acceptance test procedures will be
provided to Iridium, Inc. for review prior to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when the Gateway ETC has
been tested to the satisfaction of Motorola and a corrective
action plan has been established for those items found to be
non-compliant with the ATP acceptance criteria. Iridium, Inc.
representatives shall be offered the opportunity to witness the
subsystem acceptance testing.
4.1.3 MILESTONE 3 - OMC-G SUBSYSTEM ACCEPTANCE TEST Subsystem acceptance
testing will be performed by the OMC-G supplier to *. This
milestone is scheduled to be performed at the SATCOM facility
in Chandler, Arizona. Telespazio will test the Gateway
Operation and Maintenance Center subsystem to ensure compliance
with the Motorola developed procurement specifications.
Acceptance criteria will be defined in the ATP. The acceptance
test procedures will be developed by the supplier and approved by
Motorola. The acceptance test procedures will be provided to
Iridium, Inc. for review prior to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when the OMC-G has been
tested to the satisfaction of Motorola and a corrective action
plan has been established for those
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
items found to be non-compliant with the ATP acceptance
criteria. Iridium, Inc. representatives shall be offered the
opportunity to witness the subsystem acceptance testing.
4.1.4 MILESTONE 4 - MESSAGING SUBSYSTEM ACCEPTANCE TEST
Subsystem acceptance testing will be performed by
Motorola using equipment from the Gateway Messaging Subsystem
(GWMS) and SCS Messaging Subsystem (SCSMS) suppliers. The GWMS
Message Origination Controller (MOC) and the SCSMS Message
Termination Controller (MTC) subsystems will be integrated and
tested as a messaging infrastructure. The testing will be
performed at the Chandler facility. Motorola will test the
integrated messaging subsystems in accordance with the Motorola
acceptance test procedures. The subsystems include the MOC and
the MTC. *. The acceptance test procedures will be developed by
Motorola. Acceptance criteria will be defined in the ATP. The
acceptance test procedures will be provided to Iridium, Inc.
for review prior to testing.
COMPLETION CRITERIA
The milestone shall be deemed complete when the integrated GWMS
MOC and SCSMS MTC have been tested to the satisfaction of
Motorola and a corrective action plan has been established for
those items found to be non-compliant with the ATP acceptance
criteria. Iridium, Inc. representatives shall be offered the
opportunity to witness the subsystem acceptance testing.
4.2 TNDC DEMONSTRATIONS (MILESTONES 5 THOUGH 8)
Motorola will conduct * activities to fully demonstrate
the IRIDIUM Gateway Equipment design meets the Functional
Objectives of Section 3.1, the Performance Objectives of Section
3.2 and Appendix A, and supports both the Appendix B services as
well as the OA&M capabilities described in Appendix C. The
demonstrations include verification of Release * functionality
at the Gateway level in the Gateway test laboratory, in the
IRIDIUM Communications System using on-orbit assets as
available, and through successful execution of the
Release * Acceptance Test Procedures developed for the Gateway
purchaser's Gateway acceptance. *
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
*
The TNDC demonstration plan for each
demonstration milestone will be provided to Iridium, Inc. thirty
(30) days prior to commencement of the first demonstration test.
A demonstration test report will be provided to Iridium, Inc.
within thirty (30) days following the completion of each test.
4.2.1 MILESTONE 5 - GATEWAY TEST LAB DEMONSTRATION - RELEASE *
The demonstration verifies Release * functionality in
the Gateway test laboratory. For this demonstration, the
Gateway test laboratory will include
*
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
integrated Gateway Equipment hardware and software designs have
been tested in accordance with the mutually agreed plan to
demonstrate they meet the Release * performance objectives of
Section 3.2 and Appendix A, the services as described in
Appendix B, and the OA&M capabilities described in Appendix C
with no service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plant to correct any non-compliance
including a mutually acceptable scheduled retesting to
demonstrate correction. Iridium, Inc. representatives shall be
offered the opportunity to witness all demonstration activities.
4.2.2 MILESTONE 6 - GATEWAY ACCEPTANCE TEST PROCEDURES - RELEASE *
The Gateway Acceptance Test Procedures will be developed as a
generic set of procedures in accordance with the Gateway
Acceptance Test Plan (Gateway Purchase Agreement Exhibit C)
for Release * functionality. The Gateway Acceptance Test
Procedures, in conjunction with referenced OA&M documentation,
define the tests
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
that will be conducted, the pass/fail criteria, the test
conditions, and the Method of Procedure for implementation of
each release. Motorola will deliver the Acceptance Test
Procedures for each release to Iridium, Inc. four months prior
to acceptance testing for review and approval. The Release *
Gateway Acceptance Test Procedures will be demonstrated in the
SATCOM Gateway test laboratory. The generic test procedures,
which are expected to be common for all gateway equipment sites,
will be tailored for the Gateway test laboratory environment.
The test environment will include
*
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
mutually-agreed set of Release * Acceptance Test
Procedures have been successfully performed on the operational
Gateway Equipment hardware and software in the Gateway test
laboratory. Classification of non-compliance categories will be
mutually agreed and documented in the demonstration plan.
Demonstration may be accomplished by testing, simulation or
analysis as mutually agreed. Motorola will promptly provide a
plan to correct any non-compliance including a mutually
acceptable scheduled retesting to demonstrate correction.
Iridium, Inc. representatives shall be offered the opportunity
to witness all demonstration activities.
4.2.3 MILESTONE 7 - GATEWAY / SYSTEM DEMONSTRATION - RELEASE *
This demonstration verifies Release * functionality
of a set of Gateways integrated into the IRIDIUM system.
The test environment will include
*
The Gateway test laboratory will be
configured to support multiple-Gateway test scenarios using
operational equipment. The BETA site gateway will also be used
in conjunction with the Gateway test laboratory to demonstrate
multiple-gateway test scenarios and inter-gateway
communications.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
Gateway Equipment hardware and software designs have been
integrated and tested in the System test environment in
accordance with the mutually agreed plan to demonstrate they
meet the Release * performance objectives of Section 3.2
and Appendix A, the services as described in Appendix B, and the
OA&M capabilities described in Appendix C with no
service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plan to correct any non-compliance
including a mutually acceptable scheduled retesting to
demonstrate correction. Iridium, Inc. representatives shall be
offered the opportunity to witness all demonstration activities.
4.2.4 MILESTONE 8 - GATEWAY TEST LAB DEMONSTRATION - RELEASE *
The demonstration verifies Release * functionality in the
Gateway test laboratory. For this demonstration, the Gateway
test laboratory will include
*
COMPLETION CRITERIA
The milestone shall be deemed satisfactorily completed when the
integrated Gateway Equipment hardware and software designs have
been tested in accordance with the mutually agreed plan to
demonstrate they meet the Release * performance objectives of
Section 3.2 and Appendix A, the services as described in
Appendix B, and the OA&M capabilities described in Appendix C
with no service-affecting non-compliance. Classification of
non-compliance categories will be mutually agreed and documented
in the demonstration plan. Demonstration may be accomplished by
testing, simulation or analysis as mutually agreed. Motorola
will promptly provide a plan to correct any non-compliance
including a mutually acceptable scheduled retesting to
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
demonstrate correction. Iridium, Inc. representatives shall be
offered the opportunity to witness all demonstration activities.
4.3 GATEWAY DESIGN PACKAGES (MILESTONES 9 AND 10)
The contents of the Gateway Design Packages are listed below.
Three (3) copies of the documentation package will be provided
in Motorola's or its supplier's format. Incremental deliveries
of the information and data packages may be made as they become
available. Many documents may be marked with EAR or ITAR
restrictions to which Iridium, Inc. will be responsible for
adherence.
A. Milestone 9: The first submittal of the design package will
contain information associated with Release * services as
identified in Appendix B and the OA&M capabilities described in
Appendix C.
B. Milestone 10: The second and final submittal of the design
package will contain information associated with Release *
services as identified in Appendix B, the OA&M capabilities
described in Appendix C, and any update to the Release *
package as required.
COMPLETION CRITERIA
These milestones will be deemed complete upon delivery of the
then-existing versions as of the scheduled completion dates
identified in Table 4.0-1 of the following nine (9) specific
documentation packages to Iridium, Inc.
4.3.1 BSP-G0001.GWS, IRIDIUM GATEWAY SEGMENT SPECIFICATION
This document as developed by Motorola defines the requirements and
specifications for allocation to the subsystem elements. The package will
include design specifications for the IRIDIUM Gateway Segment. Specifically
the document will contain: Gateway segment description, segment functional
requirements, design and construction requirements, documentation requirements,
logistics requirements, personnel and training requirements, subordinate
element characteristics and quality assurance.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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4.3.2 GATEWAY INTERFACE SPECIFICATIONS
This document as developed by Motorola contains the
specifications for the interfaces between the Gateway Segment
and external systems excluding the interface with the space
vehicle which is provided under the Space Contract.
4.3.3 DEVELOPMENT PROCUREMENT PACKAGES
Motorola's request-for-proposal (RFP) packages that were
developed for the ETC, GSC, OMC and Messaging subsystems will be
provided. These packages typically will include proposal
instructions, statements of work, specifications, and schedule
requirements. RFP amendments, if any, will also be provided.
4.3.4 GATEWAY SYSTEM OPERATIONS, ADMINISTRATION AND MAINTENANCE (OA&M)
MANUALS
The OA&M manuals (developed by Motorola and Subsystem Vendors)
will describe the overall characteristics of the Gateway
Equipment, functionality and OA&M procedures. The subsystem
manuals will be modified to include the specific functionality
added for the IRIDIUM System. Manuals will be delivered for the
following subsystems: OMC-G, OMC-R, MOC (Release * only)
GSC, ETS, ECS, ET. All of the detailed procedures required for
system operation will be provided including, but not limited, to
the following:
-- Gateway/subsystem startup and shutdown
-- Gateway routine operations (daily, weekly, monthly, yearly)
-- System configuration and reconfiguration
-- System performance monitoring
-- Fault isolation routines and maintenance assistance
-- Description of system alarms
-- Gateway/subsystem equipment installation
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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4.3.5 GATEWAY TRAINING MATERIALS
These materials developed by Motorola contain IRIDIUM-unique
training materials including curriculum and courses of
instruction. Supplier training material will be provided for
reference to augment the Motorola training materials.
4.3.6 GATEWAY DEVELOPMENT VERIFICATION PROCEDURES
A set of Motorola developed test procedures will be provided to
verify each functional incremental software build. These
procedures will be derived from the segment level verification
matrices associated with each software build. The verification
matrices will be developed from the IRIDIUM Gateway Segment
Specification (B0).
4.3.7 GATEWAY PRODUCT DESCRIPTION
A definitive Gateway product description will be provided. This
document will contain baseline configuration data, subscriber
services, PSTN interconnection, OA&M description, facility
considerations, subsystem descriptions and capacity and growth
planning.
4.3.8 GATEWAY CUSTOMER ACCEPTANCE TEST PROCEDURES
This document will include the generic test procedures to be
used for acceptance testing of a deployed Gateway. The
procedures will be developed in accordance with the baseline
Gateway Acceptance Test Plan of the Gateway Equipment Purchase
Agreement.
4.3.9 GENERIC GATEWAY FACILITIES DESIGN PACKAGE
The generic Gateway facilities design is a conceptual
engineering design of the central Gateway facility, the earth
terminal facilities, and infrastructure within the direct site
boundary. The package will include general layouts and
arrangement of facilities, multi-discipline engineering drawings
with some details, generic design criteria utilized for the
design, multi-disciplined calculations (partial), a
materials/equipment list, major
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engineering specifications and selected data supporting certain
parametric studies conducted by Motorola. The generic Gateway
Facilities Design package will be made available in accordance
with the schedule in the baseline Gateway purchase agreement.
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5.0 PROGRAM MANAGEMENT OBJECTIVES
Motorola shall assign a program manager to ensure
execution plans are developed and performed in compliance with
the terms of the TND contract. The program manager shall be the
interface between the TND team and Iridium, Inc. on program
performance matters. The program manager shall also be
responsible for managing and monitoring the effort so that all
TNDC requirements are fulfilled, that milestones are met,
deliveries are made as scheduled, and program risks are
identified and managed. The Motorola contract manager shall be
the primary point-of-contact as regards all contract matters.
Motorola shall provide engineering management so that all
technical requirements and specifications are adequately
identified and implemented using sound engineering
methodologies.
6.0 PRE-COMMERCIAL SERVICE WARRANTY
The Pre-Commercial Service Warranty shall commence, with
regard to Gateway Equipment, on the date such Gateway Equipment
has successfully achieved Conditional Acceptance pursuant to the
GEPA under which such Gateway Equipment was sold and shall
terminate as of the start of the warranty period for such
Gateway Equipment. The scope of the Pre-Commercial Service
Warranty shall be scope of the "Pre-Commercial Service Warranty"
as such is described in the GEPA under which such Gateway
Equipment was sold.
7.0 GTAC SERVICES
The GTAC Services are comprised of the following
telephonic support activities (as used herein, the term Gateway
Operators refers to purchasers of Gateway Equipment as that term
is defined in this Contract):
A. The Motorola provided Gateway Technical Assistance Center
("GTAC") will be available to provide Iridium and Gateway
Operators with telephone-based technical consultation 7 days per
week, 24 hours per day. The GTAC staff will follow Motorola
established procedures for problem logging, reporting, tracking,
escalation, and closure. All calls and written or electronic
correspondence will be transacted in the English language.
Iridium and Gateway Operators will individually pay telephone
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MOTOROLA CONFIDENTIAL PROPRIETARY
charges for their calls to the GTAC. Motorola will pay
telephone charges for its calls to the Gateway Operators and
Iridium.
B. The GTAC staff will operate in real-time to aid Iridium
and the Gateway Operators in problem isolation and
troubleshooting. In addition to the consultation the GTAC staff
provides, certain remote dial-in diagnostics may also be
performed on the Gateway with the Gateway Operator's permission.
The GTAC staff will work on problems based on their designated
priority level. Work on a previously reported problem may
therefore be temporarily suspended if Iridium or another Gateway
Operator requests assistance with a higher priority problem.
C. Problems which cannot be directly resolved by the GTAC
staff will be referred to Motorola gateway support engineers who
shall have access to lab facilities as required to diagnose
problems. Motorola will arrange for telephone consultation
service and on-call support engineering assistance at each of
the Subsystem Suppliers. Handling of problems escalated in this
manner will also be governed by the designated priority levels.
D. Problems reported through the GTAC will be tracked,
compiled, and analyzed in terms of trend analysis and quality
metrics tracking. Apparent patterns will trigger an in-depth
investigation intended to result in preventive actions
recommended for all applicable Gateways in the System. Iridium
may review the reports on problems and results of trend analyses
and quality metrics.
E. The GTAC staff will also provide assistance to Gateway
Operators during the Gateway Equipment purchaser-performed
installation of new Software releases. This assistance will
include the designation of loading, testing, verification and
back-out procedures, as well as the coordination for timely
installation of the Software across all Gateways in the System.
8.0 SUPPORT OF COMMERCIAL ACTIVATION ACTIVITIES
A. The following items shall constitute the Commercial
Activation Activities for purposes of the paragraphs in this
Section 8.0:
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1. Technical Trials
2. Operational Trial
3. Gateway Commissioning
4. Subscriber Trials
5. Implementation, Testing, and Activation of Release 3
into the Gateway Equipment.
6. Operations Data Network (ODN)
B. Iridium and Motorola have established a joint plan to
facilitate successful commercial activation of the IRIDIUM
Communications System. These plans will continue to be reviewed
on a periodic (generally, at least monthly) basis including
without limitation at the following meetings:
1. Periodic Iridium/Motorola technical staff reviews.
2. IRIDIUM Commercial Activation Review (ICAR): the
jointly attended meeting that focuses on the status of Iridium's
activities respecting the Commercial Activation Activities.
3. Joint monthly Commercial Activation Review: the
jointly attended meeting that focuses on the status of joint
activities in support of the optimized commercial activation
program.
Iridium shall have the opportunity to review and comment on the
test plans, procedures and other documentation developed by
Motorola, and on Motorola's performance, under this Section 8.0.
C. Technical Trials
Motorola shall conduct the Technical Trials to assess the
functional and performance capabilities of the IRIDIUM
Communications System in operational environments.
1. Motorola shall establish a Technical Trials test plan as
an extension of Motorola's SI&T program to assess the functional
and performance capabilities of the IRIDIUM Communications
System in multiple, international operational environments.
Except to the extent determined by Motorola to be unreasonable
or inappropriate after consultation with Iridium, the Technical
Trials are expected to include testing of: the quality of
service provided to the end user; the IBSS; external interfaces
to the IRIDIUM System;
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MOTOROLA CONFIDENTIAL PROPRIETARY
Release * Services in an operational configuration with
subscriber equipment in selected environments (e.g., rural,
suburban, urban, dense urban, and in vehicle); and, some Release
* Services. Iridium will be afforded commercially reasonable
opportunity to review and comment on this test plan during the
meetings referenced in paragraph 8.0 B above.
2. The test environment for the technical trials tests is
currently planned to include two operational Gateways (subject
to availability and approval from such Gateway Operators), the
SCS, the Constellation (to the extent available), pre-commercial
ISUs, the IBSS, the Operations Data Network, a PSTN, and special
test equipment as required. Iridium shall provide and obtain
all approvals and access for all property and equipment for the
test environment other than the pre-commercial ISUs, the ODN and
the special test equipment to be obtained by Motorola.
3. Upon completion of the Technical Trials Motorola shall
provide a test report to Iridium covering results of the
Technical Trials tests. The report shall include recommended
actions to address adverse performance characteristics which
affect the readiness of the System for Commercial Activation.
D. Operational Trial
The purpose of the Operational Trial is for Iridium to test and
verify, at a system level, that the IRIDIUM Communications
System's technology environment, operational processes,
procedures and personnel are ready to support commercial
activation and subsequent operation of the IRIDIUM System. The
Operational Trial is currently planned to include all
operational network and business entities, including the SCS,
GTAC, Iridium, Gateway Operators and Service Providers. It is
expected to test end-to-end operational processes of the ITU
defined Telecommunications Managed Network (TMN) model,
including business, service, network and element management, the
Operational Support Systems operation and usability to support
operational work flow processes (IBSS and network OSS), and
operational interfaces (network and business) between the SCS,
GTAC, Gateways, Service Providers and Iridium. Since the flow
of operations data is via the ODN, and Services Testing is not
an objective of the Operational Trial, the Constellation shall
be minimally used during this activity. The Operational Trial
currently intends to use the first five (5) Gateways; subsequent
Gateways are not currently intended to be a part of the
Operational Trial. Motorola shall support the Operational Trial
in accordance with paragraph F below with
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
the SCS and GTAC resources determined to be appropriate during
the Joint Monthly Commercial Activation Review as referenced in
8.0 B.3. above. The support by Motorola shall end on the
Commercial Activation Date. Iridium will be afforded the
opportunity to review Motorola's performance related to this
activity at the meetings referenced in paragraph 8.0 B above.
E. Gateway Commissioning
The purpose of Gateway Commissioning is for Iridium to certify
that the Gateway and its operations personnel are ready to be
added to the Iridium communications network as an operational
node. For the gateways which participate in the operational
trial, commissioning is accomplished as a result of the
operational trials. For subsequent Gateways, an abbreviated
test of processes and procedures, and a verification of final
configuration, shall be performed to certify operational
readiness. Motorola shall support the Gateway Commissioning in
accordance with paragraph F below with the SCS and GTAC
resources determined to be appropriate during the joint monthly
commercial activation review as referenced in 8.0 B.3. above.
The support by Motorola shall end on the commercial activation
date. The support by Motorola under this subparagraph shall end
on the commercial activation date. Iridium will be afforded the
opportunity to review Motorola's performance related to this
activity at the meetings referenced in paragraph 8.0 B above.
F. Support of Operational Trial and Gateway Commissioning
The SCS and the GTAC shall commence support for operations
trials and Gateway Commissioning on or about April 1, 1998. The
SCS support shall continue until release * services are
commissioned on all Gateways. The GTAC support, as defined in
Section 7.0 above, shall terminate on the earlier of September
23, 1998 or the first date of the commencement of the Gateway
Performance Assurance Plan ("GPAP") under a GEPA.
The SCS and GTAC support for the operational trial and Gateway
Commissioning shall include assisting in the planning and
definition of the operational trial and Gateway Commissioning
activities, assisting in the development of the associated
schedules, processes, procedures and scripts, prior to the start
of the operations trial, and operational trial team
participation during execution of the trial scripts. The SCS
and GW development organizations shall have technical support
personnel available to
-------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
assist the SCS and GTAC operational entities in resolving
problems in a timely fashion which may impact the trial
activities.
The SCS shall be staffed 24 hours a day, 7 days a week during
the Operational Trial and Gateway Commissioning periods, and
have personnel available to execute the required processes and
procedures based upon pre-agreed scripts. The SCS shall assist
in evaluating the effectiveness of the processes and procedures,
and make modifications to procedures developed by Motorola as
required.
The SCS facilities and ODN shall be managed during the
Operations Trials and Gateway Commissioning using normal
production status configuration control and fault management
processes. The Constellation is not required to be managed in a
production status during the Operations Trails.
G. Subscriber Trials
The purpose of the Subscriber Trials is for Iridium to exercise
product and serve distribution channels and customer service
processes to ensure their readiness for rapid ramp-up at
commencement of full commercial operation. These trials are
currently planned to verify that customer experiences with
subscriber units and services in real life environments and
conditions are consistent with the technical/operational
capabilities of the system as encountered in the Technical and
Operational Trials. Marketing characterizations of
product/service features and performance are also intended to be
verified during these trials. Subscriber trials are a "dress
rehearsal" which shall allow introduction of IRIDIUM services to
potential users prior to full commercial operation. Subscriber
Trials are intended to be conducted globally with all market
segments represented. Motorola shall support the Subscriber
Trials with the SCS and GTAC resources determined to be
appropriate during the Joint Monthly Commercial Activation
Review as referenced in 8.0 B.3. above. The support by Motorola
shall end on the Commercial Activation Date. The support by
Motorola under this paragraph shall end on the Commercial
Activation Date. Iridium will be afforded the opportunity to
review Motorola's performance related to this activity at the
meetings referenced in paragraph 8.0 B above.
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H. Implementation, Testing and Activation of Release * into
the Gateway Equipment
Motorola shall, except to the extent determined by Motorola to
be commercially unreasonable after consultation with Iridium,
support Iridium's implementation (planning, loading and
configuration), testing, and activation of Release * for the
"First Office Application, Soak and Roll-Out" to all other
Gateways by assisting Iridium in its planning and definition of
Release * implementation, verification and activation; including
the development of associated schedules, processes, procedures
(including verification and back-out) and scripts. Motorola
shall, except to the extent determined by Motorola to be
commercially unreasonable after consultation with Iridium, make
the GTAC available to Iridium for Release * issues on the same
terms and conditions as in Section 7.0 above. In addition,
Motorola shall, except to the extent determined by Motorola to
be commercially unreasonable after consultation with Iridium,
provide both on-site and in-plant support of Iridium's Release *
efforts by supporting planning, procedure development, and
execution activities related to loading, configuring, and
testing Release * software in the Gateway Equipment components,
including the ETC, ECS, SSS, OMC-G, OMC-R and Messaging. The
support to be provided by Motorola under this subparagraph shall
end upon the earlier of June 1, 1999 or the date that Release *
is commissioned in the last Gateway Equipment (see definition of
Gateway Equipment). Iridium will be afforded the opportunity to
review Motorola's performance related to this activity at the
meetings referenced in paragraph 8.0 B above.
I. Operations Data Network (ODN)
(1) ODN Connectivity:
Motorola shall provide and manage the Operations Data Network
(ODN), a frame relay network separate from the Space System and
the Constellation, which links the Gateways and the MCF, and
provides backup links to the BCF, or to other backup sites at
which the Network Management Function and the redundant MTC may
be located. The ODN shall include links and capacity as
designated by Iridium LLC for IBSS requirements, including
connectivity of remotely located GBS installations.
Availability of the ODN shall be consistent with the
requirements for reliable delivery of the traffic carried, and
Motorola and Iridium shall periodically review ODN performance
data and make adjustments, if required, as mutually agreed.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
(2) ODN Capacity, Traffic Allocation and Cost Allocation
Initial Capacity:
Initially, Motorola shall provide a * link between the
frame relay network and each gateway and a * link between
the frame relay network and the MCF. Sizing of the link to the
BCF, or to other backup sites at which the Network Management
Function and the redundant MTC may be located shall be
sufficient to accommodate the equivalent traffic as would be
carried by the link to the MCF. In addition, Motorola shall
provide links to remotely located GBS sites, as designated by
Iridium LLC. Such remote site designations and the initial
capacity of each link shall be communicated to Motorola by
Iridium LLC by a mutually agreeable date consistent with the
Commercial Activation schedule.
Anticipated Traffic
Traffic (data) to be transported by the ODN includes:
-Motorola responsible network management data between the MCF
and the Gateways and message delivery requests from the MOC to
the MTC.
-Iridium LLC responsible Call Detail Record traffic among GBS
(whether colocated with the gateway or remotely located),
Gateway and IBS (whether colocated with MCF or remotely
located).
Motorola shall provide network management capabilities to
monitor and measure the various traffic types at the Control
Facilities and Gateways. This data will be shared between
Motorola and Iridium LLC in order to jointly plan network
capacity allocations and adjustments.
Cost Allocation:
Motorola shall procure and manage the configuration, operation
and maintenance of the entire ODN. Iridium LLC will reimburse
Motorola for the following costs:
-Non-recurring installation charges and recurring operating
costs for links with GBS installations remote from the Gateways
and IBS installations remote from the MCF.
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
-Non-recurring installation charges and recurring operating
costs for the IBSS traffic and associated links beyond the cost
of the initially installed capacity as described above.
Each party has first rights to capacity it acquires for its
respective traffic. To the extent spare link capacity exists,
Motorola and Iridium mutually agree to share such spare capacity
in order to achieve more efficient use by both parties of
installed capacity and to minimize unnecessary expansion costs
by either party.
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MOTOROLA CONFIDENTIAL PROPRIETARY
APPENDIX A
GATEWAY TNDC PERFORMANCE OBJECTIVES
JULY 13, 1995
57
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-i
MOTOROLA CONFIDENTIAL PROPRIETARY
58
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-1
MOTOROLA CONFIDENTIAL PROPRIETARY
59
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-2
MOTOROLA CONFIDENTIAL PROPRIETARY
60
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-3
MOTOROLA CONFIDENTIAL PROPRIETARY
61
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-4
MOTOROLA CONFIDENTIAL PROPRIETARY
62
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-5
MOTOROLA CONFIDENTIAL PROPRIETARY
63
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-6
MOTOROLA CONFIDENTIAL PROPRIETARY
64
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-7
MOTOROLA CONFIDENTIAL PROPRIETARY
65
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-8
MOTOROLA CONFIDENTIAL PROPRIETARY
66
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-9
MOTOROLA CONFIDENTIAL PROPRIETARY
67
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-10
MOTOROLA CONFIDENTIAL PROPRIETARY
68
*
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-11
MOTOROLA CONFIDENTIAL PROPRIETARY
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MOTOROLA CONFIDENTIAL PROPRIETARY
*
---------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
A-12
MOTOROLA CONFIDENTIAL PROPRIETARY
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MOTOROLA CONFIDENTIAL PROPRIETARY
THE IRIDIUM(R)
TERRESTRIAL NETWORK DEVELOPMENT CONTRACT
APPENDIX B
DESCRIPTION OF IRIDIUM SERVICES
(CONFORMED 1/14/97 TO INCLUDE AMENDMENT NO. 2)
71
Terrestrial Network Development Contract
APPENDIX B
1. INDEX OF TELEPHONY SERVICES AND FEATURES
The following list represents the set of system level services and
features that the Gateway will support.
1.1 BASIC TELESERVICES AVAILABILITY
SERVICE / FEATURE ------------
----------------- Release *
1. Telephony Release *
2. Emergency Calls
1.2 SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
Call Offering Supplementary Services
1. Call Forwarding unconditional (CFu) Release *
2. Call Forwarding On Mobile Subscriber Busy (CFb) Release *
3. Call Forwarding On No Reply (CFnr) Release *
4. Call Forwarding on mobile not reachable (CFNRc) Release *
Call Completion Supplementary Services
1. Call Hold (HOLD) Release *
2. Call Waiting (CW) Release *
Call Charging Supplementary Services
1. Advice of Charge Release *
2. Debit Card Release *
Call Restriction Supplementary Services
1. Barring of all Outgoing calls (BAOC) Release *
2. Barring of all Incoming Calls (BAIC) Release *
Community of Interest Supplementary Services
1. Closed User Group (CUG) Release *
Multi-Party Supplementary Services
1. Multi-Party Service (MPTY) Release *
1.3 BEARER SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
Release *
* Release *
Release *
4. Automatic Facsimile (FAX) Release *
1.4 TELEPHONE FEATURES
1.4.1 BASIC TELEPHONY FEATURES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. PLMN Subscription Release *
2. Mobility Release *
3. Charging Services Release *
4. Basic Identification Release *
5. Support of DTMF Release *
6. Multinumbering Release *
7. Single numbering Release *
8. Subscriber Identity Authentication Release *
----------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
72
Terrestrial Network Development Contract
APPENDIX B
9. Subscriber Identity Confidentiality procedures Release *
10. Announcements and Supervisory Tones Release *
11. IARSTAT (Inter-administrative Revenue Accounting Release *
* Release *
13. Basic International Mobile Equipment Identity (IMEI) Checking) Release *
* Release *
1.4.2 SUPPLEMENTARY TELEPHONY FEATURES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Attach / Detach Release *
2. VLR / HLR restoration according to GSM Phase II Release *
3. Intercept (basic) Release *
* Release *
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
73
Terrestrial Network Development Contract
APPENDIX B
2. Index Messaging Services
2.1 BASIC DIRECTED MESSAGING SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Directed Message Service (DMS) Release *
2.1.1 DMS FEATURES AND SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Delivery Area Specification Release *
3. Message Recall / Message Retransmit Release *
Release *
Release *
* Release *
Release *
Release *
2.1.2 DMS VOICE MESSAGING SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Message Recall Release *
* Release *
Release *
2.2 TELEPHONY VOICE - MESSAGING AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Enhanced Call Completion Release *
2. Telephony Voice Messaging Release *
2.2 TELEPHONY VOICE - MESSAGING SUPPLEMENTARY SERVICES AVAILABILITY
SERVICE / FEATURE ------------
-----------------
1. Subscriber Service Session Release *
2. Message Recall Release *
* Release *
Release *
5. Store and Forward Fax Release *
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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MOTOROLA CONFIDENTIAL PROPRIETARY
74
Terrestrial Network Development Contract
APPENDIX B
3. DESCRIPTION OF IRIDIUM SUBSCRIBER SERVICES
3.1. BASIC SERVICES
1. Telephony
The service which provides the transmission of speech,
information and audible signaling tones of the PSTN / ISDN.
*
2. Emergency Calls
The Teleservice which provides a standardized access method to
Emergency calling services throughout all Iridium Gateways. In
addition, national emergency call numbers of PSTN/ISDN will be
usable from the ISU.
*
3.2 SUPPLEMENTARY SERVICES
Supplementary services offer enhancements to the basic call handling
functions offered on a per-subscriber basis. These services cannot be
offered as "stand-alone" services, but rather must supplement an
existing basic service
1. Call Forwarding Unconditional (CFU)
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number to another directory
number. The ability of the served mobile subscriber to
originate calls is unaffected. If this service is activated,
calls are forwarded no matter what the condition of the
termination.
2. Call Forwarding Mobile Subscriber Busy (CFB)
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number and which meet
mobile subscriber busy to another directory number. The ability
of the served mobile subscriber to originate calls is
unaffected. If this service is activated, a call is forwarded
only if the call meets mobile subscriber busy.
3. Call Forwarding on No Reply
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service,
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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addressed to the called mobile subscriber's directory number and
which meet no reply to another directory number. The ability of
the served mobile subscriber to originate calls is unaffected.
If this service is activated, a call is forwarded only if the
call meets no reply.
4. Call Forwarding on Mobile Subscriber Not Reachable (CFNRc)
The supplementary service which permits a called mobile
subscriber to have the network send all incoming calls, or just
those associated with a specific Basic service, addressed to the
called mobile subscriber's directory number, but which cannot be
reached due to radio congestion, no paging response or because
the subscriber is not registered, to another directory number.
5. Call Hold (HOLD)
The supplementary service which allows a served mobile
subscriber to interrupt communication on an existing call and
then subsequently, if desired, re-establish communication. The
traffic channel remains assigned to the mobile subscriber after
the communication is interrupted to allow the origination or
possible termination of other calls.
6. Call Waiting (CW)
The Call Waiting Service permits a mobile subscriber to be
notified of an incoming call (as per basic call procedures)
while the traffic channel is not available for the incoming
call. Subsequently, the subscriber can either accept, reject,
or ignore the incoming call.
7. Advice of Charge (AoC)
This service provides the means by which the ISU may indicate an
accurate estimate of the charge that will be made for the use of
telecommunication services. Advice of Charge - Charge level is
intended for applications where the user is generally not the
subscriber but is known to the subscriber, and where the user
pays the subscriber, rather than the Gateway Operator or
alternatively where the charge information service supports
another feature (i.e. debit card or Payphone). While such
features are specified as part of the mobile station, the Advice
of Charge feaure - Charge level provides system support of these
mobile station features.
8. Barring of Outgoing Calls (BAOC)
The supplementary service which makes it possible for a mobile
subscriber to prevent all outgoing calls or just those
associated with a specific Basic service. The ability of the
served mobile subscriber to receive calls remains unaffected.
The ability to set-up emergency calls remains unaffected.
9. Barring of all Incoming Calls (BAIC)
The supplementary service which makes it possible for a mobile
subscriber to prevent all incoming calls or just those
associated with a specific Basic service. The ability of the
served mobile subscriber to originate calls remains unaffected.
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10. Closed User Group (CUG)
The supplementary service which provides the possibility for a
group of subscribers, connected to the IRIDIUM system and/or the
ISDN, to intercommunicate only among themselves and, if
required, one or more subscribers may be provided with
incoming/outgoing access to subscribers outside this group.
11. MultiParty Service (MPTY)
The supplementary service which provides a mobile subscriber
with the ability to have a multi-connection call, (i.e. a
simultaneous communications) between up to * parties.
3.3 BEARER SERVICES
*
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
2. Facsimile Service (FAX)
The Bearer service which allows the connection and operation of
Facsimile (FAX) apparatus (send and/or receive) to the IRIDIUM
Subscriber Units of the IRIDIUM system. Facsimile connections
may be established between a mobile subscriber in the IRIDIUM
network to or from * apparatus in the PSTN or the ISDN.
Connections to or from other types of facsimile apparatus in the
fixed network will also be possible using the appropriate
interworking functions of the PSTN and/or ISDN if provided. The
Facsimile service in the IRIDIUM network is implemented as a
Store and Forward service only.
*
3.3.1. BASIC FEATURES
The following features are used to support basic telephony.
1. PLMN Subscription
The subscription function permits participation in teleservices
by the mobile subscriber and is provide for by the subscriber's
Home Gateway.
2. Mobility
This function provides for the possibility of mobile
subscriber's to roam in large areas within a Gateway or to roam
from one Gateway area to another, initiating a location update
procedure when it is recognized that the mobile has changed
locations.
3. Charging Services
This function comprises the task of obtaining all mobile
subscriber call detail information required to determine
charges. Formatting these data items into billing
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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records is provided at the appropriate time after the
termination of each mobile subscriber telecommunication service.
4. Basic Identification
*
5. Support of DTMF
This function allows DTMF tone signaling to be passed reliably
in either direction (Mobile to Land, Land to Mobile, Mobile to
Mobile) during an established call.
Dual Tone Multi Frequency (DTMF) is an in-band one out of four
plus one out of four signaling system, primarily used from
terminal instruments in telecommunication networks. The
international recommendations which apply are CEPT
recommendations T/CS 34-08 (sender) and T/CS 46-02 (receiver)
and domestic standards CCITT Q.22 through Q.25.
6. Multinumbering
One or more (e.g. a set) of MSISDN numbers can be assigned to
one mobile subscriber. Each MSISDN can be associated with a
specific Bearer Service capability (e.g. MSISDNx = FAX, MSISDNy
= voice).
7. Single numbering
A single MSISDN can be associated with one mobile subscriber for
Voice, Data and Facsimile services (e.g. MSISDNx = voice, data
and FAX). Calls utilizing a specific
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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service can be delivered to an Iridium mobile subscriber using a
single MSISDN provided the call originated from either another
Iridium mobile subscriber (e.g. mobile to mobile call) or from a
fixed network that provides Bearer Service capability
information upon call setup (e.g. calls oroginating only from an
ISDN).
8. Subscriber Identity Authentication
Subscriber identity (IMSI) authentication is the corroboration
by the land-based part of the system that the subscriber
identity (IMSI or TMSI), transferred by the mobile subscriber
within the identification procedure at the radio-path, is the
one claimed.
9. Subscriber Identity Confidentiality procedures
*
10. Announcements and Supervisory Tones
*
11. IARSTAT (Inter-administrative Revenue Accounting)
The IARSTAT is used for call accounting in Inter Administrative
Network Traffic between the IRIDIUM network and other networks.
This function contains all basis procedures for the switching
subsystem including coordinating control functions, security and
operating functions.
*
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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13. Basic International Mobile Equipment Identify (IMEI) Checking
IMEI checking is utilized to guard against the usage of stolen
mobile station equipment or mobile station equipment for which
the use in the IRIDIUM Telecommunications Network can not or no
longer be tolerated for technical reasons (e.g. degraded
functionality of the mobile station such that interference to
the network could result).
*
*
3.3.2. SUPPLEMENTARY TELEPHONY FEATURES
Although not necessary for the support of basic telephony (e.g.
"POTS"), the following system features will be supported.
1. Attach / Detach
*
2. VLR/HLR restoration according to GSM Phase II
Updated procedures (GSM Phase II) provide enhanced VLR / HLR
restoration procedures through the ability to retrieve mobile
subscriber information from the HLR
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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without triggering an location update. The result is a
reduction of usage of network resources. Specification for
Phase II restoration are according to GSM 03.07.
3. Intercept
This service provides the ability for Authorized Agencies (e.g.
Police, secret services, etc.) to monitor mobile subscribers in
the IRIDIUM telecommunications network. Monitoring applies to
network clients (subscribers in their home Gateway) as well as
to foreign "roamers". Monitoring is accomplished within the
gateway where the Intercept feature is invoked by
*
The provision of the Monitoring Center equipment is the
responsibility of the monitoring agent.
*
5. Debit Card
This feature provides a pre-paid, realtime debit service which
allows users of the Iridium telecommunications system to
purchase airtime and other related call charges in packages of
incremental sizes (based in minutes of usage). The Debit Card
functionality must be provided through the Iridium Subscriber
Unit and is supported at the network and Gateway level by other
telephony Supplementary features (e.g. Advice of Charge).
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
4. MESSAGING SERVICES
IRIDIUM Messaging Services can be categorized by those available to messaging
subscribers and those available to telephony subscribers. These messaging
services are supported by the Messaging Infrastructure. Some depend on the
existence of Telephony services to be utilized, while others are dependent on
basic Messaging Services. The delivery mechanism of the two categories of
messaging services varies also and will be described in the appropriate
delivery sections.
Basic Messaging services are those services providing the complete capability
for Messaging communications between users according to protocols established
by design and agreement between network operators and Service Providers.
Supplementary Services modify or supplement a basic service. Supplementary
services cannot be offered to an IRIDIUM subscriber as a stand-alone service.
They must be offered in association with a basic service. The same
supplementary service may be applicable to a number of Messaging services.
4.1. DIRECTED MESSAGING SERVICES FOR MESSAGING SUBSCRIBERS
4.1.1. BASIC DIRECTED MESSAGE SERVICE (DMS)
Directed Messaging Service, or DMS , is a unidirectional service which
allows for the origination and delivery of numeric and alphanumeric
messages to Message Termination Devices (MTDs, aka-pages). Callers
desiring to originate a message to a messaging subscriber must access
the Messaging Infrastructure and identify the messaging subscriber and
the desire service. Origination session types supported are voice
connection and data connection. Dual Tone Multi-Frequency (DTMF) is
required for origination and access sessions via a voice connection.
Input devices for data connections include some type of computer
terminal or remote entry device (e.g. Alphamate). The first
operational system will limit numeric messages to 20 4-bit BCD digits
and alphanumeric messages to 464 bits of character information maximum
with an average of 320 bits of character information. The Gateway
Messaging Subsystem will be designed to support alphanumeric messages
up to * (e.g. * characters). The encoding currently supported for
alphanumeric messages is * which translates to * characters maximum
and * characters average. The messages are stored for later
reference if needed and delivered to a location specified by the
subscriber.
4.1.2. DMS FEATURES & SUPPLEMENTARY SERVICES
If provisioned for Directed Messaging Basic Service, the following features are
provided and the supplementary services are available for subscription. Once
subscription is complete, the subscriber has control of activating and
deactivating the supplementary services and accessing features.
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
1. Subscriber Service Section
The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby only permitting
service to authorized users. Profile management includes
password setting, delivery area specification, greeting
recording, default language specification for prompts and
enunciating numeric messages, and service settings.
2. Delivery Area Specification
The location of where DMS messages need to be delivered must be
known to the system prior to delivery. The delivery area is
specified by selecting one or multiple * Message
Delivery Areas (MDAs) from a predefined set of MDAs. Each MDA
specifies an area on the globe. The range of MDAs is *.
*
Typically the subscriber sets the delivery area via a Subscriber
Service Session (SSS) or via a Service Provider.
*
It is the responsibility of the Service Providers to provide the
MDA definition information to their subscribers.
*
3. Message Recall/Message Retransmit
Message Recall / Message Retransmit service is a DMS feature
that allows the subscriber to inspect the DMS messages in his
mailbox. The system has the capability to retransmit all
messages in the mailbox to the subscriber's MTD, and to
enunciate (in the subscriber's default language), via a voice
connection, the numeric messages. All deposited messages are
statused as to the deposit date and time, message class (urgent,
normal), plus the sequence number of the message.
*
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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*
4.1.3. DMS VOICE MESSAGING
The Voice Messaging (VM) service is a supplementary service
which allows the ability to record, store, retrieve and
manipulate spoken messages. All VM messages are recorded
accurately and allow a caller to leave detailed information in
their own voice, with all the inflections and tonal qualities
which this form of communications allows.
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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The Messaging Infrastructure can support DMS VM notifications up
to * bits (e.g. * characters). The first operational system will
limit DMS VM numeric notifications to 20 4-bit BCD digits and
alphanumeric notifications to * of character information
(i.e. * characters).
4.1.4. DMS VOICE MESSAGING SUPPLEMENTARY SERVICES
1. Subscriber Service Session
The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby only permitting
services to authorized users. Profile management includes
password setting, delivery area specification for notifications,
greeting and voice signature recording, default language
specification for prompts, and service settings.
2. Message Recall
Message Recall service is a VM feature that allows the
subscriber to listen to the VM messages in this mailbox. All
deposited VM messages are statused as to the deposit date and
time, and message class (urgent, normal).
*
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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APPENDIX B
4.2. TELEPHONY VOICE - MESSAGING
1. Enhanced Call Completion
Enhanced Call Completion service is a feature of the IRIDIUM
telephony service and is intended to be offered to every IRIDIUM
telephony user. Enhanced Call Completion service permits a
called IRIDIUM telephony subscriber to be informed via a message
from the caller when an incoming call addressed to the called
mobile subscriber's directory number met the telephony
definition of "not reachable". In operation, ECC service is
invoked as the result of a failure to reach an ISU (mobile
terminated call) due to the telephony condition "mobile
subscriber not reachable". It allows a caller to input a 20
digit message to be delivered to the telephony subscriber.
Although this service utilizes the call forwarding supplementary
services of telephony, the subscriber will not be required to
subscribe to call forwarding for ECC service. If the telephony
subscriber desires to explicitly use call forwarding services
(for other purposes such as forwarding on busy to Voice
Messaging), the subscriber must subscribe to call forwarding.
The Enhanced Call Completion message is delivered to the ISU
subscriber in the same location as is currently identified for
that subscriber's telephony service
*
Precedence is given to normal IRIDIUM telephony call forwarding
services over those of ECC. If the subscriber explicitly
forwards his calls on "not reachable" to another number or to
his Voice Messaging, these take precedence over ECC. Only the
deactivation of the explicit call forwarding will reactivate
ECC. A call normally forwarded for telephony will not be
forwarded to the ECC service, no matter what the number of
forwardings may be.
2. Telephony Voice Messaging
The Voice Messaging (VM) service is supplementary service which
allows the ability to record, store, retrieve and manipulate
spoken messages. All VM messages are recorded accurately and
allow a caller to leave detailed information in their own voice,
with all the inflections and tonal qualities which this form of
communications allows.
Telephony VM notifications are delivered to telephony
subscribers on their mobile stations (ISUs). The Messaging
Infrastructure can support Telephony VM notifications up to *
(i.e. * characters). The first operational system will limit
Telephony VM notification messages to * (i.e. * characters),
either numeric or alphanumeric.
4.2.1. TELEPHONY VOICE MESSAGING SUPPLEMENTARY SERVICES
1. Subscriber Service Session
The Subscriber Service Session (SSS) feature provides for
mailbox maintenance and profile management by the subscriber.
The session is password protected, thereby
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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only permitting services to authorized users. Profile
management includes password setting, delivery type
specification for notifications, destination address (MTD or
ISU), greeting and voice signature recording, default language
specification for prompts, and service settings. The
destination address (MTD or ISU) is customizable via the Service
Provider.
2. Message Recall
Message Recall service is a VM feature that allows the
subscriber to listen to the VM messages in his mailbox.
*
5. Store and Forward Fax
Fax transmission between ISU and PSTN users, and between ISU and
ISU users, employs a two-stage store and forward approach. PSTN
users can use their current analog (i.e., 2 wire) * machines.
---------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ MANAGEMENT FUNCTIONAL AREAS
(CONFORMED 1/14/97 TO INCLUDE AMENDMENT NO. 2)
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C1.0 GATEWAY MANAGEMENT FUNCTIONAL AREAS
Gateway Network Management features are provided to support the
following categories of functions:
- Performance Management provides functions to collect, evaluate
and report on the performance of the Gateway and the
effectiveness of the Gateway Subsystems
- Fault Management is a set of functions that enable the
detection, isolation, correction, and presentation of abnormal
operation of the Gateway and its Subsystems
- Configuration Management provides functions to exercise control
over, identify, collect data from, and provide data to Gateway
Subsystems
- Accounting Management provides a set of functions that enable
the use of Network services to be measured and the costs of
such use to be determined
- Security Management provides functions to protect the Gateway
from unauthorized access and/or control
While all of these categories must be supported by the Gateway, the
features which support these categories will vary in the degree of
automation.
In general, the Gateway will require an operations staff that can use
these features to operate. The degree of automation will depend on
need, schedule, and budget constraints of the cooperating operational
systems in the network (e.g., SCS, GBS, Gateway).
C2.0 GATEWAY FEATURES RELATED TO NETWORK OA&M
The following features will be supported by the Gateway, which in turn
can be used to support network level operations (i.e., the interactions
of the GW with other segments of the network such as SCS & GBS--Gateway
Business System). It is assumed that the Gateway Business System (GBS)
will be available to SATCOM *
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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C2.1 GATEWAY CONFIGURATION MANAGEMENT SERVICES--RELATED TO NETWORK O&M
- Gateway status data (GW-STATD) (Rel *)
- Asynchronous Gateway status change propagation to SCS and/or GBS (Rel *)
- Network status data (NW-STATD) (Rel *)
- Gateway configuration data received from SCS and/or GBS (Rel *)
- Direct Gateway configuration by SCS and/or GBS via Remote Login (Rel *)
- Gateway inventory management (Rel *)
C2.2 GATEWAY FAULT MANAGEMENT SERVICES--RELATED
TO NETWORK O&M
- Gateway Fault propagation to SCS and/or GBS (Rel *)
- Trouble tickets and maintenance tickets (Rel *)
- Direct Fault and maintenance support from SCS and/or GBS via Remote (Rel *)
Login
- Test procedure requests by SCS and/or GBS via Maintenance Orders (Rel *)
C2.3 GATEWAY PERFORMANCE MANAGEMENT SERVICES--RELATED
TO NETWORK O&M
- Gateway performance and workload data (GPWD) propagation to SCS (Rel *)
and/or GBS
- Standard performance reports (Rel *)
- Custom performance reports (Rel *)
- Performance Measurement Thresholding (Rel *)
- SCS and/or GBS access to performance reports via Remote Login (Rel *)
C2.4 GATEWAY ACCOUNTING MANAGEMENT SERVICES--RELATED TO
NETWORK O&M
- Notification of CDR availability on a scheduled basis to SCS
and/or GBS (Rel *)
- Requested CDR propagation_ to SCS and/or GBS (Rel *)
- Asynchronous HCDR propagation_ to SCS and/or GBS (Rel *)
C2.5 GATEWAY SECURITY MANAGEMENT SERVICES--RELATED TO
NETWORK O&M
- Management User access control (Rel *)
- Management User authentication (Rel *)
- Management User authorization (Rel *)
- Security monitoring (Rel *)
C3.0 GATEWAY FEATURES RELATED TO LOCAL OA&M
The following features will be supported by the Gateway, and are used
to support local operations of the Gateway.
C3.1 GATEWAY LOCAL O&M SERVICES - CM
- Local configuration data generation (Rel *)
- Network and local configuration data download (includes software and (Rel *)
control data)
- Direct device configuration (via Pass-Thru) (Rel *)
- Subscriber configuration (Rel *)
- Equipment status (Rel *)
- Inventory management (Rel *)
- Backup, recovery, and archiving (Rel *)
- GW-STATD calculation and reporting (Rel *)
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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C3.2 GATEWAY LOCAL O&M SERVICES - FM
- Fault detection, notification, and isolation (Rel *)
- Fault circumvention and/or correction (Rel *)
- Execution of audits and diagnostics (on-demand and scheduled) (Rel *)
- Fault logging, presentation, and updating (Rel *)
- Trouble tracking (Rel *)
- Maintenance scheduling (Rel *)
C3.3 GATEWAY LOCAL O&M SERVICES - PM
- Performance data collection and reporting (Rel *)
- Performance data analysis (Rel *)
- Scheduled and on-demand collection and reporting (Rel *)
- Standard and Custom report generation (Rel *)
- Threshold monitoring and generation (Rel *)
- GPWD determination and reporting (Rel *)
C3.4 GATEWAY LOCAL O&M SERVICES - AM
- CDR generation, output, monitoring and storage (Rel *)
- HCDR generation, output, monitoring and storage (Rel *)
C3.5 GATEWAY LOCAL O&M SERVICES - SM
- Management User access control (Rel *)
- Management User authentication (Rel *)
- Management User authorization (Rel *)
- Management Security monitoring (Rel *)
C3.6 GATEWAY O&M SERVICES TO SUPPORT MESSAGING
- Update Appropriate O&M Services as Required (Rel *)
----------------------------------
* Information has been omitted and filed separately with the Commission
pursuant to Rule 406 of the Securities Act of 1933.
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Attachment 1
FORM OF WARRANT
NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE CLASS 1
MEMBERSHIP INTERESTS OF IRIDIUM LLC (THE "COMPANY") FOR WHICH THE WARRANTS
REPRESENTED BY THIS WARRANT CERTIFICATE ARE EXERCISABLE (THE "WARRANT SHARES")
MAY BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM THOSE REGISTRATION REQUIREMENTS.
ACCORDINGLY, THE HOLDER OF THIS WARRANT CERTIFICATE SHALL NOT BE ENTITLED TO
TRANSFER OR EXERCISE SUCH HOLDER'S WARRANTS AT ANY TIME UNLESS, AT THE TIME OF
SUCH TRANSFER OR EXERCISE, (I) A REGISTRATION STATEMENT UNDER THE ACT RELATING
TO THE WARRANTS OR THE WARRANT SHARES, AS THE CASE MAY BE, HAS BEEN FILED WITH,
AND DECLARED EFFECTIVE BY, THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
AND NO STOP ORDER SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT
HAS BEEN ISSUED BY THE SEC OR (II) THE TRANSFER OF THE WARRANTS REPRESENTED BY
THIS CERTIFICATE OR THE ISSUANCE OF THE WARRANT SHARES IS PERMITTED PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
TRANSFER OF THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND THE
WARRANT SHARES IS ALSO RESTRICTED BY THE TERMS OF A LIMITED LIABILITY COMPANY
AGREEMENT, DATED AS OF JULY __________, 1996 BY AND AMONG THE PARTIES NAMED
THEREIN (THE "LLC AGREEMENT"). A COPY OF THE LLC AGREEMENT IS ON FILE AND
AVAILABLE FOR INSPECTION BY THE HOLDER OF THIS WARRANT CERTIFICATE AT THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICES.
TRANSFER OF THE WARRANT SHARES IS ALSO RESTRICTED FROM FIVE YEARS FROM THE
ORIGINAL DATE OF THE ISSUANCE THEREOF. SEE SECTION 7 HEREIN.
No. __________________Warrants
WARRANT TO PURCHASE CLASS 1 MEMBERSHIP INTERESTS
of
IRIDIUM LLC
This Warrant Certificate certifies that _________, or registered permitted
assigns, is the registered holder of ________ warrants expiring _________ to
purchase an aggregate of _________________ Class 1 Membership Interests in the
Company (the "Class 1 Interests"), of Iridium LLC, a Delaware limited liability
company (the "Company"). The Warrants evidenced hereby are part of a duly
authorized issue of Warrants of the Company (the "Warrants") all evidenced by
Warrant Certificates substantially similar to this Warrant Certificate. Each
Warrant entitles the holder upon exercise to purchase from the Company at any
time on or after __________________ and prior to 5:00 p.m. New York City time
on ___________________, one Class 1 Interest ("Warrant Share") upon surrender
of this Warrant Certificate to the Warrant Agent, subject to the conditions set
forth herein. The number of Warrant Shares purchasable upon exercise thereof
are subject to adjustment upon the occurrence of certain events set forth
herein. Exercise of a Warrant by a person other than the registered holder
named above is subject to the approval of such person for admission as a Member
of the Company by the Members of the Company who may grant or withhold such
consent in their absolute discretion. Warrant Shares shall not be
transferrable
1
94
for a period of five years from the original date of the issuance thereof and
will bear a legend to that effect.
SECTION 1. EXERCISE OF THE WARRANTS. Warrants may be exercised at any time on
or after ___________ and prior to 5:00 p.m. New York City time on ___________
(the "Expiration Date"). The holder of Warrants evidenced by this Warrant
Certificate may exercise such Warrants by surrendering this Warrant
Certificate, with the form of election to purchase set forth hereon properly
completed and executed, together with payment to the Company of the Exercise
Price for each Warrant then exercised. Exercise of this Warrant by a person
other than the registered holder named in the preamble of this Warrant is
subject to the approval of such person for admission as a Member of the Company
by the Members of the Company who may grant or withhold such consent in their
absolute discretion. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of
Warrants evidenced hereby, the Company shall issue to the holder hereof or his
permitted assignee a new Warrant Certificate evidencing the number of Warrants
not exercised. No cash dividend shall be paid to a holder of Warrants Shares
issuable upon the exercise of Warrants unless such holder was, as of the record
date for the declaration of such dividend, the record holder of such Warrant
Shares.
No Warrant may be exercised after the Expiration Date, and to the extent
not exercised by such time, such Warrants shall become void. The Company shall
give notice of expiration not less than 90 nor more than 120 days prior to the
Expiration Date to the registered holders of the then outstanding Warrants;
provided, however, that if the Company fails to give such notice, the Warrants
shall still terminate and become void on the Expiration Date.
SECTION 3. REGISTRATION OF TRANSFER AND EXCHANGE. The Company and its
agents may deem and treat the registered holder(s) of this Warrant Certificate
as the absolute owner(s) hereof (notwithstanding any notation of ownership or
other writing hereon made by anyone), for all purposes, and neither the Company
nor its agents shall be affected by any notice to the contrary.
References herein to "Warrant holder(s)" or "holders of the Warrant
Certificates" means in each case registered holders of Warrant Certificates.
Subject to the restrictions on transfer referred to in the Legend on page 1
of this Warrant Certificate, Warrant Certificates, when surrendered at the
office maintained by the Company for such purpose by the registered holder
thereof in
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person or by legal representative or attorney duly authorized in writing, may
be presented for exchange or registration of transfer without payment of any
service charge (except for stamp or any other governmental tax or charge that
may be imposed in connection with any such transfer or exchange), for another
Warrant Certificate or Warrant Certificates representing a like tenor executed
by the Company in the aggregate a like number of Warrants.
Every Warrant Certificate surrendered for registration of transfer or
exchange shall (if so required by the Company) be duly endorsed, or be
accompanied by a written instrument of transfer in any form satisfactory to the
Company, duly executed by the Warrant holder or his attorney duly authorized in
writing (with, in the case of transfer and if requested by the Company, such
signature guaranteed by an eligible guarantor institution).
All Warrant Certificates issued upon any registration of transfer or
exchange of Warrant certificates shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits under this
Certificate, as the Warrant Certificates surrendered for such registration of
transfer or exchange, except for the limitation on right of exercise set forth
in the third sentence of Section 1.
SECTION 4. RETIREMENT OF WARRANTS. The Company may purchase Warrants. Any
Warrants purchased by the Company may be retired by cancellation of such
Warrants and appropriate notation thereof in the Company's register.
SECTION 5. PAYMENT OF TAXES. The Company will pay all taxes and other
governmental charges attributable to the initial issuance of Class 1 Interests
upon the exercise of Warrants; provided, however, that the Company shall not be
required to pay any such taxes or charges which may be payable in respect of
any transfer involved in the issue of any Warrant Certificates or any
certificates for Class 1 Interests in a name other than that of the registered
holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and
the Company shall not be required to issue or deliver such Warrant Certificates
unless or until the person or persons requesting the issuance thereof shall
have paid to the Company the amount of such taxes or charges or shall have
established to the satisfaction of the Company that such taxes or charges have
been paid.
SECTION 6. MUTILATED OR MISSING WARRANT CERTIFICATES. In case this
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
may in its discretion issue, in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant
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Certificate of like tenor and representing an equivalent number of Warrants,
but only upon receipt of evidence satisfactory to the Company of such loss,
theft or destruction for such Warrant Certificate and indemnity and security
therefor, if requested, also satisfactory to the Company. Applicants for such
substitute Warrant Certificates shall also comply with such other reasonable
regulations and pay such other reasonable charges as the Company may prescribe.
SECTION 7. RESERVATIONS OF WARRANT SHARES. The Company (i) shall at all
times reserve and keep available, free from preemptive rights, out of the
aggregate of its authorized but unissued Class 1 Interests, for the purpose of
enabling it to satisfy any obligation to issue Warrant Shares upon exercise of
Warrants, the maximum number of Class 1 Interests which would then be
deliverable upon the exercise of all outstanding Warrants if all such
outstanding Warrants were then exercisable and (ii) shall not take any action
which results in any adjustment of the Exercise Rate if the total number of
Warrant Shares would exceed the total number of Class 1 Interests then
authorized by the Company's certificate of incorporation and available for the
purpose of issue upon such exercise.
The transfer agent for the Class 1 Interests (which may be the Company if
it is acting as transfer agent) (the "Transfer Agent") and every subsequent
transfer agent for any interests of the Company issuable upon the exercise of
any of the rights of purchase aforesaid will be irrevocably authorized and
directed at all times to reserve such number of authorized interests as shall
be required for such purpose.
The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will, upon payment of the Exercise Price and issuance, by
duly and validly issued, free of preemptive rights and free from all taxes,
liens, charges and security interests with respect to the issue thereof;
provided, however, that Warrant Shares will not be transferrable for a period
of five years from the original date of the issue thereof and will bear a
legend to that effect.
SECTION 8. ADJUSTMENT OF WARRANT SHARES ISSUABLE. The Warrants
represented by this Warrant Certificate will initially be exercisable by the
holder thereof to purchase one Class 1 Interest at $.01 per interest. The
number of Warrant Shares that may be purchased upon the exercise of each
Warrant (the "Exercise Rate") will be subject to adjustment from time to time
upon the occurrence of the events enumerated in this Section 8. For purposes
of this Section 8, "Class 1 Interests" means the Class 1 Interests and any
other interests in the Company for which the Warrants may be exercised and
where, as a result of this definition, the term refers to more than one class
of interests,
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the adjustment provisions of this Section 8 shall be equitably adjusted to
achieve as nearly as practicable the intended result as evidenced by the text
of such adjustment provisions.
(a) Adjustments for Change in Class 1 Interests.
If at any time after March 1, 1996 the Company:
(1) pays a dividend or makes a distribution on its Class 1 Interests
in Class 1 Interests;
(2) subdivides its outstanding Class 1 Interests into a greater number
of Class 1 Interests;
(3) combines its outstanding Class 1 Interests into a smaller number
of Class 1 Interests;
(4) pays a dividend or makes a distribution on its Class 1 Interests
in interests other than Class 1 Interests; or
(5) issues by reclassification of its Class 1 Interests any of its
other interests;
then the Exercise Rate in effect immediately prior to such action shall be
proportionately adjusted so that the holder of any Warrant thereafter exercised
may receive the aggregate number and kind of shares of, or interests in, the
Company which such holder would have owned immediately following such action if
such Warrant had been exercised immediately prior to such action.
The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.
If after an adjustment and upon exercise of a Warrant the holder may
receive two or more classes of interests in the Company, the Company shall
determine the allocation of the adjusted Exercise Price between the classes.
Notwithstanding any other provision hereof, the Exercise Price with respect to
the issuance of any Warrant Share shall not be less than $.01 per share. After
such allocation, the exercise privilege and the Exercise Rate with respect to
each class of interests shall thereafter be subject to adjustment on terms
comparable to those applicable to Class 1 Interests in this Section 8.
Such adjustment shall be made successively whenever any event listed above
occurs.
(b) Adjustment for Rights Issue.
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If the Company distributes any rights, options or warrants to all holders
of its Class 1 Interests entitling them for a period expiring within 60 days
after the record date mentioned below to purchase Class 1 Interests or
securities convertible into, or exchangeable or exercisable for, Class 1
Interests at a price per interest less than the Current Market Value (as
defined in subsection (d)) per interest as of the Time of Determination (as
defined in subsection (d)), the Exercise Rate shall be adjusted in accordance
with the formula:
E' = E x O + N
-----------
N x P
-----
O + M
where:
E' = the adjusted Exercise Rate.
E = the current Exercise Rate.
O = the number of Class 1 Interests outstanding on the record date.
N = the number of additional Class 1 Interests offered.
P = the offering price per additional Class 1 Interests.
M = the Current Market Value per interest (as defined in Subsection
(d)).
The adjustment shall become effective immediately after the record date for
the determination of stockholders entitled to receive the rights, warrants or
options to which this subsection (b) applies. To the extent that Class 1
Interests are not delivered after the expiration of such rights or warrants,
the Exercise Rate shall be readjusted to the Exercise Rate which would
otherwise be in effect had the adjustment made upon the issuance of such rights
or warrants been made on the basis of delivery of only the number of Class 1
Interests actually delivered. In the event that such rights or warrants are
not so issued, the Exercise Rate shall again be adjusted to be the Exercise
Rate which would then be in effect if such date fixed for determination of
holders entitled to receive such rights or warrants had not been so fixed.
No adjustment shall be made under this subsection (b) if the application of
the formula stated above in this subsection (b) would result in a value of E'
that is lower than the value of E.
(c) Adjustment for Other Distributions.
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If the Company distributes to all holders of its Class 1 Interests any of
its assets, debt securities or any rights, options or warrants to purchase debt
securities, assets or other interests in or securities of the Company
(including securities or cash, but excluding (1) distributions of Class 1
Membership Interests or interests referred to in subsection (a) and
distributions of rights, warrants or options referred to in subsection (b) and
(2) cash dividends or other cash distributions that are paid out of current or
accumulated earnings), the Exercise Rate shall be adjusted in accordance with
the formula:
E' = E x M
-----
M-F
where:
E' = the adjusted Exercise Rate.
E = the current Exercise Rate.
M = the Current Market Value per Class 1 Interest on the record date
for the determination of holders entitled to receive the
distribution.
F = the fair market value (as determined by the Board of Directors
whose determination shall be conclusive) of the assets,
securities, interests, rights or warrants applicable to one Class
1 Interest as of the Time of Determination for the determination
of holders entitled to receive the distribution.
The adjustment shall be made successively whenever any such distribution is
made and shall become effective immediately after the record date for the
determination of holders entitled to receive the distribution.
The Company shall give the Warrant holders at least 10 days notice of a
record date for any dividend payment or other distribution on the Class 1
Interests.
(d) Current Market Value; Time of Determination.
"Current Market Value" per Class 1 Interest or any other interest or
security at any date means, on any date of determination the average of the
Closing Prices of the Class 1 Interests (or such interest or security) for the
20 consecutive Business Days selected by the Board of Directors commencing no
more than 30 Business Days before and ending no later than the day before the
day in question; provided that, in the case of clause (c), if the period
between the date of the public announcement of the dividend or distribution and
the date for the
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