Exhibit 10.1
Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***].
Space Systems/Loral
3825 Fabian Way
Palo Alto, CA 94303-4604
USA
26 August 2009 | ||||
In Reply Cite: | ||||
TS/SMS/09/65 |
[***]
TerreStar Networks Inc.
12010 Sunset Hills Road
Suite 600
Reston, VA 20190
Subject: | TerreStar-2 Satellite Program; Stop Work and Restart | |
Reference: | a) Telecon between [***] and [***] on 26 August 2009 |
Dear Mr. [***]:
During the Reference a) telecom, the following terms for the TerreStar-2 Restart were agreed upon:
1. | The price for the Restart will be $23.986M. This price is based upon not having to perform more than one off-site thermal vacuum test for other SS/L spacecraft. The payment schedule for the above-stated amount will be provided in a subsequent letter. |
2. | As date for the availability of the SS/L thermal vacuum testing facility for TS-2 is not known at this time, the target “ready to ship” date is estimated to be in the fourth quarter of 2011. There will be no liquidated damages associated with the “ready to ship” date. |
3. | The above price does not include the price for the replacement batteries. The price for the batteries will be determined upon the establishment of the approximate ship date of the spacecraft. |
4. | Receipt of the payment of Milestone T2-15, [***], in the amount of [***] is to be wired to SS/L’s account as soon as possible but no later than 3 weeks from the date of this agreement. |
Please indicate your concurrence with these terms below. Should you have questions on this matter, please contact [***] on [***] or [***] on [***] (fax: [***]).
Very truly yours, | CONCUR |
| ||||
TerreStar Networks Inc. | ||||||
Jeffrey W. Epstein | ||||||
President | ||||||
August 27, 2009 |
R.A. Haley
Senior Vice President and
Chief Financial Officer
1
Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***].
Space Systems/Loral
3825 Fabian Way
Palo Alto, CA 94303-4604
USA
23 September 2009 | ||||
In Reply Cite: | ||||
TS/SMS/09/67 |
[***]
TerreStar Networks Inc.
12010 Sunset Hills Road
Suite 600
Reston, VA 20190
Subject: | TerreStar-2 Satellite Program; Stop Work and Restart Payment Plan | |
Reference: | a) TS-2 Restart Agreement, dated 26 August 2009 |
Dear Mr. [***]:
In Item 1 of the Reference a) agreement, SS/L stated that a payment schedule for the Restart Effort would be provided in a subsequent letter. This matter has been discussed between [***] of TerreStar and [***] of SS/L and verbal agreement was reached on the following payment plan:
No. | STOP/STORE/RESTART (RS) MILESTONES | AMOUNT | INOICE DATE | ||||
RS 1 | [***] | [***] | [***] | ||||
RS 2 | [***] | [***] | [***] | ||||
RS 3 | [***] | [***] | [***] | ||||
RS 4 | [***] | [***] | [***] | ||||
RS 5 | [***] | [***] | [***] | ||||
RS 6 | [***] | [***] | [***] | ||||
Total Restart= | $ | 23,986,000 |
Payment is due 30 days after receipt of invoice.
Please provide your written concurrence below. Should you have questions on this matter, please contact [***] on [***] or [***] on [***] (fax: [***]).
Very truly yours, | CONCUR |
| ||||
TerreStar Networks Inc. | ||||||
Jeffrey W. Epstein | ||||||
President | ||||||
October 2, 2009 |
S.M. Smith
Cc: [***]
Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***].
EXHIBIT E – TerreStar Satellite Program – TerreStar 2
Payment Plan and Termination Liability Amounts
(not including Orbital Performance Incentive Payments)
January 12, 2010 (US$)
[***]
Payment Number | TerreStar 2 Time Payment Due Dates | Payments | Cumulative Payment Amount | Time Payments / Program | ||||
T2-1 | [***] | [***] | [***] | |||||
T2-2 | [***] | [***] | [***] | |||||
T2-3 | [***] | [***] | [***] | |||||
T2-4 | [***] | [***] | [***] | |||||
T2-5 | [***] | [***] | [***] | |||||
T2-5a | [***] | [***] | [***] | |||||
T2-6 | [***] | [***] | [***] | |||||
T2-7 | [***] | [***] | [***] | |||||
T2-8 | [***] | [***] | [***] | |||||
T2-8a | [***] | [***] | [***] | |||||
T2-9 | [***] | [***] | [***] | |||||
T2-10 | [***] | [***] | [***] | |||||
T2-10a | [***] | [***] | [***] | |||||
T2-11 | [***] | [***] | [***] | |||||
T2-11a | [***] | [***] | [***] | |||||
T2-12 | [***] | [***] | [***] | |||||
T2-13 | [***] | [***] | [***] | |||||
T2-13a | [***] | [***] | [***] | |||||
T2-14 | [***] | [***] | [***] | |||||
T2-15 | [***] | [***] | [***] | |||||
T2-15a | [***] | [***] | [***] | |||||
T2-15b | [***] | [***] | [***] | |||||
T2-15c | [***] | [***] | [***] | |||||
T2-15d | [***] | [***] | [***] | |||||
T2-16 | [***] | [***] | [***] | [***] | ||||
T2-17 | [***] | [***] | [***] | [***] | ||||
T2-18 | [***] | [***] | [***] | [***] | ||||
T2-19 | [***] | [***] | [***] | |||||
T2-19a | [***] | [***] | [***] | |||||
T2-20 | [***] | [***] | [***] | |||||
T2-21 | [***] | [***] | [***] | |||||
T2-22 | [***] | [***] | [***] | |||||
T2-23 | [***] | [***] | [***] | |||||
T2-24 | [***] | [***] | [***] | [***] | ||||
T2-25 | [***] | [***] | [***] | [***] | ||||
T2-26 | [***] | [***] | [***] | |||||
T2-27 | [***] | [***] | Launch Satellite | |||||
Complete IOT ** | ||||||||
Total Satellite Amount = | 218,717,357 |
** | Orbital Performance Incentive amounts shall be paid in accordance with Article 13. |
Confidential treatment has been requested for portions of this exhibit and such portions have been filed separately with the Commission. The copy filed herewith omits the information for which confidential treatment has been requested and replaces it with [***].
TerreStar 2 Program Contract Change Request/Notice
| ||||
Contract Number | Effectivity | Number | ||
N/A | TerreStar-2 | TS2-CCN-01R | ||
Subject/Title | Date submitted | |||
Program Restart | February 25, 2010 | |||
Document(s) Affected | ||||
Terms and Conditions; Exhibit E | ||||
Paragraph Number | Description of Change | |||
various | ||||
Description of Changes |
Terms and Conditions:
1. | Article 3 – Deliverable Item and Delivery Schedule |
Under the “Delivery Date” column of Item 1 of Article 3.1, replace “March 4, 2009” with “TBD (estimated October 2011)”.
2. | Article 4 – Price |
Under the “TerreStar 2 Amount” column of Item 1 o Article 4, replace “$191,697,000” with “$218,717,357*”,
Under Item 5 of Article 3.1, add the following footnote: “* This Price does not include the price for the replacement batteries. The price of the batteries will be determined upon the establishment of the date of the shipment of the spacecraft.
3. | Article 22 – Liquidated Damages for Late Satellite Delivery |
The title and contents of this Article are deleted.
Exhibit E
Delete the Exhibit E dated “November 16, 2007”, and replace with the attached Exhibit E, dated January 12, 2010.
Justification | ||||||||||
The changes reflect agreements between TererStar and Space Systems/Loral in SS/L letter (-65), dated 26 August 2009, and SS/L letter (-67), dated 23 September 2009, regarding the Restart of the TerreStar 2 Program (letters attached). However, the estimated delivery date of December 2011 set forth in the 26 August 2009 letter has been revised to “TBD (estimated October 2011” by this CCN. | ||||||||||
Contract Impacts | ||||||||||
The Contract impacts are set forth above. | ||||||||||
SS/L Contract Manager | Customer Approval | |||||||||
Name | Signature | Date | Name | Signature | Date | |||||
S. Smith | 2/25/10 | Vincent Loiacono | 2/25/2010 |
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