EXHIBIT 10.46
Pursuant to 17 CFR 240.24b-2, confidential information has been
omitted in places marked "[***]" and has been filed separately with
the Securities and Exchange Commission pursuant to a Confidential
Treatment Application filed with the Commission.
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AGREEMENT FOR THE LAUNCHING
INTO GEOSTATIONARY
TRANSFER ORBIT
OF THE TERRESTAR-1 SATELLITE
AND
OF TWO OPTIONAL SATELLITES
BY
AN ARIANE LAUNCH VEHICLE
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LAUNCH SERVICES AGREEMENT
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This Launch Services Agreement is entered into
BY AND BETWEEN
TerreStar Networks, Inc., hereinafter referred to as "CUSTOMER", a company duly
organized and validly existing under the laws of the State of Delaware, with
principal offices located at One Discovery Square, 12010 Sunset Hills Road,
Suite 600, Reston, VA 20190, USA
On the one hand
AND
ARIANESPACE, a company organized under the laws of France with principal offices
located at Boulevard de l'Europe, 91006 Evry-Courcouronnes, France, hereinafter
referred to as "ARIANESPACE",
On the other hand
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WHEREAS CUSTOMER has approached ARIANESPACE with a view to launching the
TerreStar Satellites using an ARIANE Launch Vehicle, and
WHEREAS ARIANESPACE has proposed to CUSTOMER either a dedicated Launch,
i.e., a launch by an ARIANE Launch Vehicle the only payload of
which is CUSTOMER's Satellite, or a shared Launch, i.e., a
Launch by an ARIANE Launch Vehicle the payload of which is made
up at the same time of CUSTOMER's Satellite and the satellite(s)
of Third Party Customer(s) of ARIANESPACE, and
WHEREAS CUSTOMER has selected a dedicated Launch being acknowledged that
ARIANESPACE shall have the possibility to integrate to the
Launch Vehicle (an) Auxiliary Payload(s) subject to CUSTOMER
prior approval.
WHEREAS CUSTOMER and ARIANESPACE, aware of the constraints involved in
any Launch operation and of the complex nature of the
technologies involved, have reached an agreement in accordance
with the terms and conditions set forth herein,
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
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CONTENTS
PART I
TERMS AND CONDITIONS
Pages
-----
ARTICLE 1 - DEFINITIONS.............................................................7
ARTICLE 2 - SUBJECT OF THE AGREEMENT.............................................. 12
ARTICLE 3 - CONTRACTUAL DOCUMENTS................................................. 13
ARTICLE 4 - ARIANESPACE'S SERVICES................................................ 14
ARTICLE 5 - CUSTOMER'S TECHNICAL COMMITMENTS...................................... 18
ARTICLE 6 - LAUNCH SCHEDULE....................................................... 19
ARTICLE 7 - COORDINATION BETWEEN ARIANESPACE AND CUSTOMER......................... 21
ARTICLE 8 - REMUNERATION.......................................................... 22
ARTICLE 9 - PRICE ESCALATION FORMULA.............................................. 24
ARTICLE 10 - PAYMENT FOR SERVICES.................................................. 25
ARTICLE 11 - LAUNCH POSTPONEMENTS.................................................. 29
ARTICLE 12 - RIGHT OF OWNERSHIP AND CUSTODY........................................ 32
ARTICLE 13 - REPLACEMENT LAUNCH.................................................... 33
ARTICLE 14 - ALLOCATION OF POTENTIAL LIABILITIES AND RISKS......................... 35
ARTICLE 15 - INSURANCE............................................................. 39
ARTICLE 16 - OWNERSHIP OF DOCUMENTS AND WRITTEN INFORMATION
CONFIDENTIALITY/PUBLIC STATEMENTS..................................... 41
ARTICLE 17 - PERMITS AND AUTHORIZATIONS - GROUND STATIONS.......................... 43
ARTICLE 18 - TERMINATION BY CUSTOMER............................................... 45
ARTICLE 19 - TERMINATION BY ARIANESPACE............................................ 48
ARTICLE 20 - MISCELLANEOUS......................................................... 49
ARTICLE 21 - APPLICABLE LAW........................................................ 52
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ARTICLE 22 - ARBITRATION........................................................... 53
ARTICLE 23 - EFFECTIVE DATE........................................................ 54
PART II
A N N E X E S
ANNEX 1 Part 1 LAUNCH SPECIFICATIONS
Part 2 ARIANESPACE TECHNICAL COMMITMENTS
Part 3 CUSTOMER'S TECHNICAL COMMITMENTS
Part 4 DOCUMENTATION AND REVIEWS
Part 5 GENERAL RANGE SUPPORT (GRS) AND OPTIONAL SERVICES
ANNEX 2 ESA - ARIANESPACE CONVENTION (EXTRACT)
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P A R T I
T E R M S A N D C O N D I T I O N S
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ARTICLE 1 - DEFINITIONS
In this Agreement capitalized terms shall have the meanings set forth in this
Article:
"Agreement" means this Agreement as defined in Article 3 hereof.
"Associated Services" means those supplementary launch services specified in
Sub-paragraphs 4.1.2. and 4.1.3. hereof.
"Associates" means any individual or legal entity, whether organized under
public or private law, who or which shall act, directly or indirectly, on behalf
of or at the direction of either Party to this Agreement or on behalf of the
Third Party Customer(s) of ARIANESPACE, to fulfill the obligation undertaken by
such Party pursuant to this Agreement or by the Third Party Customer(s) of
ARIANESPACE including without limitation, any employee, officer, agent,
consultant of either Party, and of the Third Party Customer(s) of ARIANESPACE,
and their respective contractors, subcontractors and suppliers at any tier.
For the purpose of the definitions of Associate and Third Party and Article 14:
a) any individual or legal entity governed by private or public law that
has directed ARIANESPACE to proceed with the Launch or has any interest
in the Launch, including without limitation, a legal interest in the
Launch Vehicle shall be deemed to be an Associate of ARIANESPACE
b) any individual or legal entity governed by private or public law that
has directed CUSTOMER to proceed with the Launch, or has any interest in
the Satellite to be launched, including without limitation, insurers,
any person or entity to whom CUSTOMER has sold or leased, directly or
indirectly, or otherwise agreed to provide any portion of the Satellite
or the Satellite services (and their respective contractors,
subcontractors and suppliers at any tier) shall be deemed to be an
Associate of CUSTOMER;
c) any individual or legal entity governed by private or public law, that
has directed the Third Party Customer(s) of ARIANESPACE to proceed with
the launch, or has any interest in the satellite(s) of the Third Party
Customer(s) to be launched, including without limitation, insurers, any
person or entity to whom the Third Party Customer(s) has sold or leased,
directly or indirectly, or otherwise agreed to provide any portion of
the satellite(s) or satellite(s) service shall be deemed to be an
Associate of Third Party Customer(s) of ARIANESPACE.
"Auxiliary Payload(s)" means (a) micro (mass<120 kg) or mini (mass<300 kg)
satellite(s) belonging to (a) Third Party(ies) Customer(s) of ARIANESPACE, that
is compatible with the Launch Vehicle used for the Launching of the Satellite,
the Launch Mission and the Satellite Mission, which will be integrated on the
Launch Vehicle subject to CUSTOMER prior written approval, which may be given or
withheld in CUSTOMER's sole discretion.
"Base Rate" means the prime rate [***] for any amount expressed in U.S. dollars,
or the THREE (3) month EURIBOR [***] for any amount expressed in EUROS.
"Commercial Insurance Market" means the providers of insurance or reinsurance
for first party space-related risks on a regular basis that are not affiliated
with or controlled directly or indirectly by CUSTOMER or ARIANESPACE.
"Deviation" means non-compliance with the specifications included in the D.C.I.
(Document de Controle des Interfaces / Interface Control Document, including its
reference documents, applicable documents and annexes) with respect to :
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a) the performance of the various systems of the Launch Vehicle; and/or the
environmental conditions to which the Satellite was subjected during the
period from the instant when the Launch occurred until the instant when
the activation of either the propulsion and/or orientation systems of
the Satellite should have occurred; and/or
b) the behavior of the Auxiliary Payload(s) of a Third Party Customer(s) of
ARIANESPACE from the instant when the Launch occurred until the earlier
of the following :
- the instant when the propulsion and/or orientation systems of
the Auxiliary Payload(s) of the Third Party Customer(s) of
ARIANESPACE are activated, or
- the instant when the activation of either the propulsion and/or
orientation systems of the Satellite should have occurred.
"Events of Force Majeure" means events which are limited to acts of God, war,
acts of any government in its sovereign capacity (including without limitation
events related to US export control licensing), nuclear events, and other
comparable events, which cause a failure to perform hereunder, and which in
every case are beyond the reasonable control and without the fault or negligence
of the Parties or their contractors or subcontractors.
"Firm Launch" means the Launch Services firmly ordered by the CUSTOMER for the
Launch of TerreStar-1 Satellite when signing this Agreement, to the exclusion of
any Reflight, or Replacement or Firm Optional Launches.
"Launch Option(s)" means the ability for CUSTOMER to activate two Firm Optional
Launches in accordance with this Agreement for the Launch of two additional
Satellites.
"Firm Optional Launch(es)" means Launch Services ordered by CUSTOMER from
ARIANESPACE in the event of activation of the Launch Option(s) in accordance
with Paragraph 4.8 of Article 4 of this Agreement.
"Guarantee Amount" means an amount of [***]% of the price as determined in
Sub-paragraphs 8.1.1 (a) or 8.1.1 (b) as applicable and Sub-paragraph 8.1.2,
converted in EURO ((euro)) using the (euro)/US$ exchange rate prevailing at the
date of receipt by ARIANESPACE of the CUSTOMER's written request to select the
Reflight Option as quoted by the European Central Bank.
"L" means the first day of the most recently agreed Launch Period or Launch Slot
(except as otherwise stipulated in Article 10 of this Agreement).
"Launch or Launching" means the intentional ignition of solid propellant
booster(s) if such event follows ignition of the Vulcain engine of the Launch
Vehicle that has been integrated with the Satellite supplied by CUSTOMER and
with other satellite(s) supplied by (a) Third Party Customer(s) of ARIANESPACE.
"Launch Abort" means the launch operations of the Launch Vehicle that has been
integrated with the Satellite supplied by CUSTOMER and with other satellite(s)
supplied by (a) Third Party Customer(s) of ARIANESPACE with subsequent ignition
of the Vulcain engine without the Launch occurring.
"Launch Base" means the ARIANE launch base in Kourou, French Guiana, including
all its facilities and equipment.
"Launch Day or Day" means a calendar day (established for the Launch pursuant to
this Agreement) within the Launch Slot during which the Launch Window is open.
"Launch Failure" means :
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a) that the Satellite is destroyed or lost during the period extending from
the instant when the Launch occurred and the instant when the Satellite
is separated from the Launch Vehicle, or if such Satellite cannot be
separated from the Launch Vehicle; or
b) the occurrence due to a Deviation of a reduction, expressed as a
percentage, of more than LFF of the operational capability of the
Satellite for CUSTOMER's intended communication purposes, using
reasonable business judgment.
Where LFF is the percentage specified in the insurance policy procured
by CUSTOMER on the Commercial Insurance Market to define a constructive
total loss providing for the payment of the full amount of insurance
with application of the determination mode of the degradation factor as
provided for in part (ii) of the definition of the term >>Loss Quantum
>>.
If CUSTOMER does not procure any insurance policy on the Commercial
Insurance Market, the constructive total loss percentage prevailing on
the Commercial Insurance Market at L minus (-) THREE months based on
ARIANESPACE and CUSTOMER insurance Brokers written statement shall
apply.
"Launch Opportunity" means the availability to CUSTOMER of a Satellite position
within a Launch Period or Launch Slot for a Launch on a Launch Vehicle that is
compatible with that of CUSTOMER's Satellite in accordance with Part 1 of Annex
1 to this Agreement. Such availability is linked to the time required to
complete the mission analysis studies and to select the Launch Vehicle/Satellite
configuration.
"Launch Period or Period" means [***].
"Launch Rank" means, at a given date, the chronological position of the
Satellite in the order (existing on such date) of the satellites to be launched
by ARIANESPACE fixed by reference to the Launch Period or Launch Slot allocated
to CUSTOMER's Satellite (as the same may from time to time be postponed)
pursuant to the Agreement and by reference to the Launch Period or Launch Slot
allocated to the satellites of other clients of ARIANESPACE (as the same may
from time to time be postponed) pursuant to the agreements between ARIANESPACE
and other clients as shall be consistent with the definitions of Launch Rank as
stated herein.
"Launch Services" means the services to be provided by ARIANESPACE as specified
in (i) Part 2 and Sub-paragraph 1.1 of Part 4 of Annex 1 to this Agreement and
(ii) Paragraph 4.3 hereof.
"Launch Slot or Slot" means [***].
"Launch Term" means, the period defined in Sub-paragraph 6.1 of Article 6 as
applicable to the Firm Launch.
"Launch Time" means the instant, within the Launch Window, that the ignition of
the first stage engine(s) is scheduled to take place, as defined in hours,
minutes and seconds (GMT Universal Time). The initial Launch Time shall commence
immediately upon the opening of the Launch Window.
"Launch Vehicle" means (i) for the Firm Launch, an ARIANE 5-Gs launch vehicle
chosen by ARIANESPACE to perform the Firm Launch or another launch vehicle from
the ARIANE 5 Launch Vehicle family retained by ARIANESPACE in accordance with
the terms of Sub-paragraph 11.2.1.5 of Article 11, and (ii) for the Launch of
the two Firm Optional Launches, an ARIANE 5-ECA launch vehicle chosen by
ARIANESPACE.
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"Launch Vehicle Mission or Launch Mission" means the mission assigned to the
ARIANE Launch Vehicle as defined in Part 1 of Annex 1 to this Agreement.
"Launch Window" means a time period as defined in Sub-paragraph 2.3 of Part 1 of
Annex 1 to this Agreement.
"Loss Quantum" means the degradation factor of the Satellite resulting from the
application of determination mode as mutually agreed in good faith by the
Parties on or prior to L minus (-) THREE (3) months based on a CUSTOMER's
written proposal;
provided, that, if CUSTOMER has taken out, either in insurance or in
reinsurance, on the Commercial Insurance Market for at least EIGHTY PER CENT
(80%) of the amount insured, one or more policy(ies) of launch phase insurance,
the determination mode of the loss quantum provided for in the insurance policy
with the higher cover, as delivered by CUSTOMER to ARIANESPACE on or prior to L
(-) minus THREE (3) months, shall apply. If a different determination mode is
further agreed with the Commercial Insurance Market, for that policy with higher
cover, this new determination mode shall consequently apply; it being understood
that CUSTOMER shall promptly inform ARIANESPACE, and in any event before the
Launch has occurred of any change.
"Partial Failure" means the occurrence due to a Deviation of a reduction of more
than a percentage defined as PFF but not more than LFF of the operational
capability of the Satellite for CUSTOMER's intended communication purposes,
using reasonable business judgment.
Where PFF is TWENTY PERCENT (20%), unless CUSTOMER procures on the Commercial
Insurance Market a policy of launch insurance with consequent application of the
determination mode of the degradation factor as provided for in the definition
of the term "Loss Quantum", in which case PFF shall mean the percentage
specified in that insurance policy to define a partial loss. Said reduction of
the operational capability shall be determined by using the Loss Quantum.
"Party or Parties" means CUSTOMER or ARIANESPACE or both according to the
context in which the term is used.
"Postlaunch Services" means (i) the reports and range services as specified in
Parts 2, 4 and 5 of Annex 1 to this Agreement that are to be provided to
CUSTOMER by ARIANESPACE after the Launch and (ii) the services provided for in
Paragraph 4.3 hereof.
"Reflight" means a Replacement Launch under Paragraph 4.3 of Article 4 of this
Agreement.
"Replacement Launch" means a Launch subject to Article 13 hereof, subsequent to
a previous Launch that, for any reason whatsoever, has not accomplished the
Launch Vehicle Mission or the Satellite Mission.
"Satellite" (referred to as Spacecraft in Annex 1 to this Agreement) means the
spacecraft supplied by CUSTOMER for the Firm Launch (currently known as
"TerreStar-1"), and for the Firm Optional Launches, as may be substituted by
other Satellites in accordance with the terms of this Agreement), that is
compatible with the Launch Vehicle and the Launch Vehicle Mission, and that
meets the specifications set forth in Part 1 of Annex 1 to this Agreement.
"Satellite Mission" means the mission assigned to the Satellite by CUSTOMER
after separation from the Launch Vehicle.
"Services" means any and all services to be provided by ARIANESPACE under this
Agreement.
"Third Party" means any individual or legal entity other than the Parties, Third
Party Customer(s) of ARIANESPACE and the Associates of each of the foregoing.
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"Third Party Customer(s) of ARIANESPACE" means other customer(s) of ARIANESPACE
that use(s) ARIANESPACE's launch services for the launch of the Auxiliary
Payload(s) on the same Launch as CUSTOMER.
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ARTICLE 2 - SUBJECT OF THE AGREEMENT
The subject of this Agreement is the Launch of the TerreStar-1 Satellite (Firm
Launch), plus two additional Satellites if the related Launch Option(s) is/are
activated by CUSTOMER, supplied by CUSTOMER at the Launch Base for the purpose
of accomplishing the Launch Mission(s) in accordance with the terms and
conditions of this Agreement.
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ARTICLE 3 - CONTRACTUAL DOCUMENTS
3.1 This Agreement consists of the following documents, which are
contractually binding between the Parties :
1) Terms and Conditions
2) Launch Specifications (Part 1 of Annex 1)
3) ARIANESPACE Technical Commitments (Part 2 of Annex 1)
4) CUSTOMER's Technical Commitments (Part 3 of Annex 1)
5) Documentation and reviews (Part 4 of Annex 1)
6) General Range Support (GRS) and Optional Services (Part 5 of
Annex 1)
7) ESA-ARIANESPACE Convention (Extract) (Annex 2)
3.2 All of the Agreement documents shall be read so as to be consistent to
the extent practicable.
In the event of any inconsistency or discrepancy between the terms and
conditions and the Annexes, the Terms and Conditions shall prevail over
the Annexes. There is no order of precedence among the documents 2
through 6 above inclusive, and Annex 2.
3.3 Annex 1 of this Agreement, as applied to the Firm Optional Launch(es)
and any Replacement Launch for the Firm Launch shall be revised by the
parties, acting in good faith, no later than one month after the
applicable "Decision Date" (as set forth in Paragraph 4.8 hereof) for
the applicable Firm Optional Launch (or, in the case of a Replacement
Launch for the Firm Launch, no later than one month following the date
ARIANESPACE has received CUSTOMER's request for Replacement Launch) so
as to allow CUSTOMER the full benefit of the increased mass permitted
thereunder as applied to the Satellite selected by CUSTOMER for the
applicable Launch for a Launch, taking into account the increased mass,
of equivalent or better resulting performance than as specified herein,
for a Satellite with a mass of up to 8200 kg (without adapter), or the
full capability of the ARIANE 5 Launch Vehicle if greater.
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ARTICLE 4 - ARIANESPACE' SERVICES
4.1 ARIANESPACE shall, for the Firm Launch and for the Firm Optional
Launches if the related Launch Option(s) has/have been activated by
CUSTOMER, perform the Services under this Agreement including :
4.1.1 Launch Services.
In the event that the ARIANE 5 launch immediately preceding a
CUSTOMER's Launch under this Agreement (based on the ARIANESPACE
manifest at the time of such failure) results in a launch
failure due to an element of the said ARIANE 5 Launch Vehicle
which could affect the Launch Vehicle version retained for the
performance of CUSTOMER Launch, then CUSTOMER shall have the
right to (i) re-schedule the Launch if such launch is the return
to flight launch, or, (ii) to require ARIANESPACE to perform
such Launch using a different configuration of ARIANE 5 Launch
Vehicle if available; provided however that a launch failure due
to an element that will not be used for the Launch shall not be
taken into account for the purpose of this Paragraph. In the
event that CUSTOMER elects to re-schedule the Launch pursuant to
this Paragraph 4.1.1, then the new Launch Schedule for such
Launch shall be determined in accordance with Paragraph
11.2.1.1. The aggregate duration of postponements resulting from
such Launch delay of SIX (6) months or less shall be deemed
postponements by mutual agreement of the Parties and shall not
be subject to the terms of any of Section 11.2.1.5, 11.3.4, or
Paragraph 18.3, being further agreed that any resulting
postponements exceeding that SIX (6) month period shall be
treated as delays requested by ARIANESPACE in accordance with
Sub-paragraph 11.3.1.
4.1.2 Associated Services ordered by CUSTOMER as set forth in this
Agreement, and as defined in Paragraph 1 ("General Range
Support") and Paragraph 2 ("Options Ordered by the CUSTOMER") of
Part 5 of Annex 1 to this Agreement, in accordance with the
conditions as specified therein.
4.1.3 Subject to any additional orders of CUSTOMER, one or more of the
services as set forth in (i) Paragraph 3 ("Additional Options
Available to the CUSTOMER") of Part 5 of Annex 1 to this
Agreement, (ii) the latest issue of the User's Manual (M.U.A.)
in effect on the date of the corresponding order of CUSTOMER, in
accordance with the then applicable conditions and any other
services ordered by CUSTOMER and accepted by ARIANESPACE.
4.2 Launch Services, except for Postlaunch Services, shall be deemed to be
completed by ARIANESPACE when the Launch has taken place. In the event
that, for any reason whatsoever, a Launch Abort occurs, ARIANESPACE
shall postpone the Launch in accordance with the conditions set forth in
Article 11 of this Agreement.
4.3 CUSTOMER shall have the right to exercise the Reflight Option by written
request received by ARIANESPACE (i) within ONE HUNDRED AND TWENTY (120)
days following the Effective Date of this Agreement for the Firm Launch,
and (ii) on the day of activation of the Launch Option for each
respective Firm Optional Launch.
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If the CUSTOMER has selected the Reflight option and should the Launch
Mission results in a:
4.3.1 Launch Failure, ARIANESPACE shall perform a Reflight on an
ARIANE 5 family Launch vehicle, in accordance with the
provisions of this Agreement, provided that no further payment
by CUSTOMER to ARIANESPACE shall be due for the provision of (i)
Launch Services for the Launch of a replacement Satellite on
condition that the maximum mass of such Satellite is equal to
the mass of the initial Satellite, and (ii) such Associated
Services as are retained by CUSTOMER as of the date of execution
of this Agreement, except as provided for in Paragraph 8.2 of
Article 8 of this Agreement, in case of postponement.
4.3.2 Partial Failure, ARIANESPACE shall pay to CUSTOMER an amount as
obtained by multiplying the Guarantee Amount by the Loss Quantum
if the Launch Mission has resulted in a Partial Failure. The
resulting amount will be subject to a deductible equal to PFF of
the Guarantee Amount provided for the launching, in accordance
with the following formula :
(Guarantee Amount x Loss Quantum) minus deductible.
Notwithstanding the foregoing, if the insurance policy taken out
by CUSTOMER (i) provides for a deductible higher or lower than
PFF, such deductible as provided for in the said insurance
policy shall apply, or (ii) does not provide for a deductible,
no deductible shall apply.
4.4 Any amount due by ARIANESPACE to CUSTOMER under Paragraph 4.3 above
shall be paid within the SIXTY (60) day period following the date when
the Parties have agreed on the occurrence of the Partial Failure and the
corresponding Loss Quantum, provided CUSTOMER has paid all amounts due
and payable by it under this Agreement.
4.5 The implementation of Paragraph 4.3 above shall not imply any transfer
of title to the Satellite to ARIANESPACE. In case of Launch Failure or
Partial Failure, the rights of ARIANESPACE shall be the same of those of
any entity(ies) who could cover risks related to the launch of the
Satellite. Specially and not limitatively, in circumstances where
salvage can be performed, ARIANESPACE will be entitled to a share in any
salvage value remaining in any portion of the Satellite for which a
Reflight, a credit or a payment has been due by ARIANESPACE to CUSTOMER
and will negotiate the disposition of the Satellite if transfer of title
has been requested.
4.6 In the event that, after application of Paragraphs 4.3. above due to a
Launch Failure, the Satellite is placed into commercial operation and/or
is sold, leased or otherwise transferred, ARIANESPACE shall be entitled
to a share of any resulting revenues and/or payments, as shall be
negotiated and agreed upon promptly, taking into account the conditions
peculiar to such commercial operation, but in no case shall any shared
amount exceed the Guarantee Amount.
4.7 There shall not be any cover for Launch Failure or Partial Failure and
consequently the provisions of Paragraph 4.3. of Article 4 hereof shall
not apply, in any of the following cases :
4.7.1 If CUSTOMER does not notify in writing ARIANESPACE of any event
that would entitle CUSTOMER to any right under Paragraph 4.3 of
Article 4 of this Agreement before the first to occur of any of
the THREE (3) following events;
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(i) the day the Satellite is put into commercial operation,
(ii) the SIXTIETH (60th) day following the date of station
acquisition of the Satellite,
(iii) the NINETIETH (90th) day at zero hour following the date
of the Launch.
Notwithstanding the foregoing, an extension of the periods
hereabove might be obtained upon request from CUSTOMER if both
of the following conditions occur:
(a) the launching does not conform to the specifications of
the D.C.I. and the Satellite reached its final
positioning such that it cannot be determined that a
Launch Failure or Partial Failure has occurred and;
(b) CUSTOMER's request for extension is received before the
first of the THREE (3) events specified above.
In no event shall such extension extend beyond the ONE HUNDRED
AND EIGHTIETH (180th) day following the date of the Launch.
and/or
4.7.2 if the Launch Failure or the Partial Failure is caused by, or
results from one or more of the following events
A - War, hostile or warlike action in time of peace or war,
including action in hindering, combating or defending
against an actual, impending or expected attack by (a) any
government or sovereign power (de jure or de facto), or (b)
any authority maintaining or using a military, naval or air
force, or (c) a military, naval or air force, or (d) any
agent of any such government, power, authority or force;
B any anti-satellite device, or device employing atomic or
nuclear fission and/or fusion, or device employing laser or
directed energy beams;
C insurrection, strikes, riots, civil commotion, rebellion,
revolution, civil war, usurpation or action taken by a
government authority in hindering, combating or defending
against such an occurrence whether there be a declaration of
war or not;
D confiscation by order of any government or governmental
authority or agent (whether secret or otherwise), or public
authority;
E nuclear reaction, nuclear radiation, or radioactive
contamination of any nature, whether such loss or damage be
direct or indirect, except for radiation naturally occurring
in the space environment;
F willful or intentional acts of CUSTOMER designed to cause
loss or failure of the Satellite; provided that this
exclusion shall not apply to actions of any employees of the
CUSTOMER while acting outside of their authorized
responsibilities, or without the knowledge of the CUSTOMER;
G electromagnetic or radio frequency interference, except for
physical damage to the Satellite resulting from such
interference and except for interference naturally occurring
in the space environment;
H any act of one or more persons, whether or not agents of a
sovereign power, for political or terrorist purposes and
whether the loss or damage resulting therefrom is accidental
or intentional.
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I any unlawful seizure or wrongful exercise of control of the
Satellite made by any person or persons acting for political
or terrorist purposes whether the loss or damage resulting
therefrom is accidental or intentional.
4.8 Launch Option(s)
CUSTOMER shall activate the Launch Options for each of the Firm Optional
Launches by written notice to ARIANESPACE.
4.8.1 Should CUSTOMER not activate the Launch Options by:
(i) For Launch Option # 1: [***] (the Launch Option #1 Decision
Date"),
or,
(ii) For Launch Option # 2: [***] the Launch Option #2 Decision
Date",
Then, ARIANESPACE shall be entitled for each Firm Optional
Launch so terminated to termination fees as follows:
a) for Launch Option # 1: ARIANESPACE shall be entitled to a
termination fee of [***] percent ([***]%) of the Launch Services
price applicable to the Firm Optional Launch # 1 defined in
accordance with Sub-paragraph 8.1.1 b,
b) for Launch Option # 2: ARIANESPACE shall be entitled to a
termination fee of [***] percent ([***]%) of the Launch Services
price applicable to the Firm Optional Launch # 2 defined in
accordance with Sub-paragraph 8.1.1 b,
4.8.2 For purpose of clarity it is hereby agreed that any termination
by CUSTOMER of the Firm Optional Launches after the applicable
Decision Date referred in Sub-paragraph 4.8.1 (i) or (ii) above
shall be subject to the terms of Paragraph 18.2.1 A) to this
Agreement.
4.9 ARIANESPACE shall cooperate in good faith with CUSTOMER's efforts to
obtain and maintain insurance for the Satellite(s) to be launched under
this Agreement. Such cooperation shall include, without limitation, (i)
delivering information and data regarding the Launch Vehicle that is
customarily disclosed to the insurance community to CUSTOMER's actual or
potential insurers and brokers, (ii) participating in briefings for such
insurers and brokers, and (iii) responding to reasonable inquiries from
such insurers and brokers; in each case subject to (1) appropriate
confidentiality undertaking by CUSTOMER's actual or potential insurers
and brokers and (2) U.S. and French Export Control Laws.
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ARTICLE 5 - CUSTOMER'S TECHNICAL COMMITMENTS
5.1 CUSTOMER shall fulfill the Technical Commitments set forth in Parts 1
and 3 of Annex 1, as the same may be modified in accordance with this
Agreement, to this Agreement including, without limitation, delivery of
the Satellite to the Launch Base within the time limits consistent with
the launch schedule set forth herein.
5.2 Each Party shall promptly notify the other Party in writing of any event
that may cause a delay in the launch schedule.
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ARTICLE 6 - LAUNCH SCHEDULE
6.1 The Launch of the Satellite shall take place during the following Launch
Term and Launch Period:
6.1.1 Firm Launch:
The Launch of the Firm Launch shall take place during the following
Launch Term:
November 1st 2007 up to July 31st 2008
The Launch Period within the Launch Term shall be [***].
For purpose of clarity, it is hereby acknowledged by the Parties that
[***].
6.1.2 Firm Optional Launches:
The Launch Periods shall be [***].
6.2 Taking into account available Launch Opportunity(ies), the Launch Slot
within the Launch Period shall be determined by mutual agreement of the
Parties no later than EIGHT (8) months prior to the first day of the
Launch Period.
6.3 Based on a proposal made by ARIANESPACE, by mutual agreement of the
Parties, the Launch Day within the Launch Slot shall be determined, no
later than FOUR (4) months prior to the first day of the Launch Slot.
6.4 Based on a proposal made by ARIANESPACE, by mutual agreement of the
Parties, the Launch Window set forth in Sub-paragraph 2.3 of Part 1 to
Annex 1 to this Agreement shall be determined no later than the Final
Mission Analysis Review.
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6.5 In the event that, for any reason whatsoever, the Parties fail to agree
upon the Launch Slot within the Launch Period, the Launch Day, or the
Launch Window, ARIANESPACE shall determine said Launch Slot, Launch Day,
or Launch Window taking into account the available Launch
Opportunity(ies), and the requirements and interests of CUSTOMER and
ARIANESPACE.
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ARTICLE 7 - COORDINATION BETWEEN ARIANESPACE AND CUSTOMER
7.1 CUSTOMER and ARIANESPACE shall each designate a project coordinator
("Mission Manager") no later than TWO (2) months after the execution of
this Agreement.
7.2 The Mission Managers shall supervise and coordinate the performance of
the Services and the Technical Commitments of the respective Parties
within the Launch schedule set forth herein.
7.3 Each Mission Manager shall have sufficient powers to be able to settle
any technical issues that may arise during the performance of this
Agreement, as well as any day-to-day management issues.
7.4 A Party may replace its Mission Manager by prior written notice to the
other Party, signed by an authorized official, indicating the effective
date of designation of the new Mission Manager.
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ARTICLE 8 - REMUNERATION
8.1 The remuneration of ARIANESPACE for the provision of Launch Services, as
defined in Sub-paragraphs 4.1.1 and 4.1.2 Article 4, for the Firm Launch
and the two Firm Optional Launches is a fixed price, as follows:
8.1.1 a) For the Firm Launch: ONE HUNDRED THIRTY SEVEN MILLION FIVE
HUNDRED THOUSAND United States Dollars (US$ 137,500,000) for
TerreStar-1 Satellite with a maximum mass of 6700kg (without
adaptor), hereinafter the nominal mass.
b) For the Firm Optional Launches: US$ [***] United States
Dollars (US$ [***]) for each optional Satellite with a maximum
mass up to [***] (without adaptor) or the full capability of the
ARIANE 5 Launch Vehicle if greater, for a Launch to take place
on or prior to [***]. Should the Launch Period requested by
CUSTOMER in accordance with Sub-paragraph 6.1.2 of Article 6
hereof be beyond [***], then the price shall be escalated by
[***] of percentage per quarter from said date and the first day
of the initially requested Launch Period.
8.1.2 The amounts mentioned in the above Sub-paragraphs 8.1.1 a) or
8.1.1 b) shall be increased by an amount obtained by multiplying
the amounts set forth by [***] per cent ([***]%), if CUSTOMER
exercises the Reflight Option.
8.1.3 The Parties acknowledge and agree that the Satellite maximum
mass specified in paragraphs 8.1.1 a) and 8.1.1 b) above
represent the full technical capability and performance of the
Launch Vehicle to be used for each respective Launch.
Accordingly, within such technical capability and up to L minus
8 months of each particular Launch under this Agreement,
CUSTOMER shall be permitted, at no additional cost other than
ARIANESPACE's net additional costs (if any) for any
modifications to the interface design or additional mission
analysis, to vary the initial mass of the Satellite to be
Launched.
8.1.4 Up to L minus 12 months of each particular Launch under this
Agreement, CUSTOMER shall have the right, exercisable by written
notice to ARIANESPACE, to substitute for the Launch concerned in
lieu of the Satellite initially designated by CUSTOMER, a
different Satellite that is owned by Customer or any permitted
assignee of Customer under Paragraph 20.5 hereof that is
compatible with the Launch Vehicle configuration as identified
in sub clause 3.1.2 of Part 1 "Launch Specifications" of Annex 1
"Technical Annex" (as the same may be modified, without charge,
pursuant to Paragraph 3.3 hereof), with a standard geostationary
transfer orbit mission profile at no additional cost to CUSTOMER
other than ARIANESPACE's net additional costs (if any) for any
modifications to the interface design or additional mission
analyses. It is acknowledged by the Parties if such substitution
necessitates a delay to the related Launch Schedule, in which
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case such shall be treated as a postponement requested by
CUSTOMER in accordance with Sub Paragraph 11.2. of Article 11.
The CUSTOMER's notice shall provide to ARIANESPACE all
information concerning the different Satellite chosen
(manufacturer, type of satellite, and estimated mass range).
ARIANESPACE shall notify CUSTOMER as soon as possible and in any
event within 30 days of any request for a Satellite substitution
if the change will result in any additional charges and delay in
the Launch schedule and, if so, the particular reasons and basis
therefore. In such event, CUSTOMER shall have the right within
15 days of ARIANESPACE's notification of an increase in charge
or delay (i) to accept ARIANESPACE's proposed increase or delay
and to authorize ARIANESPACE to go forward, or (ii) to withdraw
CUSTOMER's request to change the Satellite to be Launched.
8.2 The firm fixed price, if any, for Associated Services assume that the
related Launch will be performed within calendar year of the Launch
schedule defined in accordance with Article 6. Should the Launch Period
or Launch Slot assigned to CUSTOMER under Article 11 of this Agreement
extend beyond such calendar year as a result of CUSTOMER's
postponements, the then catalogue price for the relevant year will apply
to such Associated Services (for which payment is required hereunder)
that will not have been performed by the date of CUSTOMER request for
any postponement, and that would have to be performed again as a
consequence of any CUSTOMER Launch postponement. The yearly increase in
the price for Associated Services price shall be limited to [***]% per
year. The same shall apply mutatis mutandis for a Reflight.
8.3 All prices, expenses, and charges set forth in this Agreement shall be
free from any and all taxes and other duties of any French tax
authority. ARIANESPACE shall pay any such taxes and duties and defend
and indemnify CUSTOMER against any claims therefore.
8.4 Wherever in this Agreement, CUSTOMER may be required to reimburse
ARIANESPACE's costs hereunder, such costs shall be limited to
ARIANESPACE's reasonable, documented, out of pocket expenses incurred
for the benefit of CUSTOMER for work beyond that which would have
otherwise been required of ARIANESPACE hereunder without additional
charge.
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ARTICLE 9 - PRICE ESCALATION FORMULA
(NOT APPLICABLE)
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ARTICLE 10 - PAYMENT FOR SERVICES
10.1 Payment of the remuneration under Paragraph 8.1 of Article 8 of this
Agreement shall be made in accordance with the following payment
schedule :
10.1.1 Firm Launch
-------------------------------------------------------------
Percentage of the
DATE Launch Services price
referred to in Sub-
paragraph 8.1.1 a) of
Article 8 of this
Agreement
-------------------------------------------------------------
[***](*) [***]%
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
[***](**) [***]%
[***](***)[***] [***]%
[***]
-------------------------------------------------------------
(*) [***] means [***].
(**) [***] means the [***]. The payment due [***] shall be paid in
accordance with Paragraph 10.3 and 10.4.
(***) The payment due [***] shall be paid in accordance with Paragraph
10.3 and 10.4.
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10.1.2 Firm Optional Launch
----------------------------------------------------------------------
Percentage of the Launch Services
DATE price applicable to each particular Firm
Optional Launch as referred to in Sub-
paragraph 8.1.1 b) of Article 8 of this
Agreement
----------------------------------------------------------------------
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
[***] [***]%
----------------------------------------------------------------------
Where L is the first day of the initial Launch Period as defined in
accordance with sub-paragraph 6.1.2 of Article 6, as may be adjusted by
the aggregate number of postponements requested by ARIANESPACE in
accordance with Paragraph 11.3 (including postponements requested by
ARIANESPACE as a result of the occurrence of Events of Force Majeure).
10.1.3 The price of the Reflight Option shall be paid in accordance
with the following payment schedule:
---------------------------------------------------------------------
Percentage of the price of the Reflight
DATE Option referred to in Sub-paragraph
8.1.2 of Article 8 of this Agreement
---------------------------------------------------------------------
Date of exercise [***] %
[***] [***] %
---------------------------------------------------------------------
Where L is the first day of the initial Launch Period as defined in
accordance with sub-paragraphs 6.1.1 and 6.1.2, as may be adjusted by the
aggregate number of postponements requested by ARIANESPACE in accordance
with Paragraph 11.3 (including postponements requested by ARIANESPACE as
a result of the occurrence of Events of Force Majeure).
10.2 Payment for Associated Services
10.2.1 Payment for Associated Services ordered by CUSTOMER under Part 5
of Annex 1 to this Agreement, for which a firm fixed price has
been established, shall be due as of the date set forth in said
Paragraph.
10.2.2 Payment for Associated Services ordered by CUSTOMER under Part 5
of Annex 1 to this Agreement, for which no total firm fixed
price can be determined in advance, shall be due on the date on
which CUSTOMER terminates use of the relevant Associated
Services.
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10.3 Terms and Conditions of Payment/ARIANESPACE's Invoices
10.3.1 Where this Agreement determines a precise payment date, payment
has to be made at such date or within THIRTY (30) days from
receipt of ARIANESPACE's corresponding invoice, whichever is
later, except for the first payment provided this Agreement, for
which invoice will be presented and paid upon execution of this
Agreement.
10.3.2 Where the Agreement does not determine a precise payment date,
payment has to be made at the date when payment becomes due or
within thirty (30) days of receipt of ARIANESPACE corresponding
invoice, whichever is later.
10.3.3 ARIANESPACE invoices shall be drawn up in three copies (one
original and two copies) and sent to the same address as
specified herein for notices to CUSTOMER under Section 20.2, or
to such other address as CUSTOMER may notify ARIANESPACE in
writing.
The method for calculating the amount of each invoice shall be
shown clearly.
10.3.4 Payments shall be made to the account(s) designated on the
relevant invoice by telegraphic bank transfer, without charge to
ARIANESPACE, with telex notice from the issuing bank to the
receiving bank. ARIANESPACE shall be responsible for telex
expenses. The notice shall clearly state the value date to be
applied and the bank through which the funds will be made
available to the receiving bank or its correspondent.
Payment shall be effective as of the date on which the amount of
the ARIANESPACE invoice is received by ARIANESPACE's bank.
10.3.5 CUSTOMER's payment(s) shall be in the amount(s) invoiced by
ARIANESPACE, and shall be made net, free and clear of any and
all taxes, duties, or withholdings that may be imposed in the
Country of CUSTOMER and the Country from which they are paid so
that ARIANESPACE receives each such payment in its entirety as
if no such tax, duty, or withholding had been made.
10.4 Late Payment
In the event of late payment, CUSTOMER shall pay ARIANESPACE interest on
such late payment at the Base Rate plus [***]. The computation of
interest for late payments shall be based on a year of 360 days.
In the event that such late payment has not been cured by CUSTOMER
within fourteen (14) days after written notice to that effect by
ARIANESPACE, ARIANESPACE shall be entitled to suspend any and all of its
activities in preparation for the relevant Launch during any such period
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of non-payment and to reschedule the Launch under Sub-paragraph 11.3.3
of Article 11 of this Agreement.
Notwithstanding the above, the Parties hereby agree that the fourteen
(14) day grace period referred above shall be reduced to five (5) days
for the payments due at L minus fifteen (15) days and at the Launch Day
minus one (1) month.
10.5 Waiver of Deferral, Withholding or Set-off
CUSTOMER irrevocably waives any right to defer, withhold, or set-off by
counterclaim or other legal or equitable claim, all or any part of any
payment under this Agreement for any reason whatsoever. All payments due
under this Agreement shall be made in their entirety and on the dates
specified in this Agreement.
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ARTICLE 11 - LAUNCH POSTPONEMENTS
11.1 Each postponement of the Launch Period, the Launch Slot, the Launch Day
or the Launch Time, for whatever reason, shall, for each particular
Launch under this Agreement, be governed solely by the terms and
conditions provided in this Article 11. The Parties hereto expressly
waive, renounce, and exclude any and all rights and remedies that may
arise at law or in equity with respect to postponements that are not
stated in this Article 11 or elsewhere in this Agreement.
11.2 Postponements requested by CUSTOMER
11.2.1 CUSTOMER shall have the right for any reason whatsoever to
postpone the Launch Period and, once determined, the Launch Slot
or the Launch Day. The CUSTOMER's written notice for
postponement shall indicate the new requested (i) Launch Period,
or (ii) Launch Slot, or (ii) Launch Day, as the case may be.
11.2.1.1 If the CUSTOMER's written request relates to a
Launch Period or a Launch Slot postponement, as
soon as possible and in all events within TWO (2)
weeks of receipt of such request, ARIANESPACE
shall inform CUSTOMER whether a Launch Opportunity
exists within the Launch Period, or within the
Launch Slot requested, or will propose a new
Launch Period or Launch Slot. CUSTOMER shall have
THIRTY (30) days following receipt of
ARIANESPACE's proposal to consent thereto in
writing.
11.2.1.2 If the CUSTOMER's written request relates to a
Launch Day postponement, the choice of a new
Launch Day shall be made by mutual agreement of
the Parties, taking into account the technical
needs and interests of CUSTOMER, the time
necessary for the revalidation of the launch
assembly complex consisting of the ARIANE Launch
Vehicle, the Launch Base (ELA), and the payload
preparation assembly (EPCU), and meteorological
forecasts.
11.2.1.3 Any postponements by CUSTOMER of the Launch Time
within the Launch Window may only be requested
during the countdown period. In the event that
CUSTOMER has requested such postponement and
technical reasons, including, without limitation,
or meteorological reasons prevent ARIANESPACE from
performing the Launch in the Launch Window opening
during the Launch Day, the postponement shall be
considered to be a postponement of the Launch Day.
11.2.1.4 Should the Firm Launch be postponed by CUSTOMER
beyond July 31st 2008, then ARIANESPACE shall have
the right to select any other launch vehicle from
the ARIANE 5 Launch Vehicle family that will
provide at least the equivalent performance of the
ARIANE 5-Gs vehicle.
11.2.1.5 Notwithstanding the foregoing, in the event that
the aggregate duration of all postponements
requested by CUSTOMER under Sub-paragraph 11.2 of
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Article 11 of this Agreement for a particular
Launch under this Agreement should result in
CUSTOMER delaying such Launch by [***], the
related Launch Services price shall be [***].
In the event that the aggregate duration of all
postponements requested by CUSTOMER under
Sub-paragraph 11.2 of Article 11 of this Agreement
for a particular Launch under this Agreement
result in CUSTOMER delaying such Launch by more
than twenty-four (24) months, the related Launch
Services price shall be renegotiated by the
Parties on a fair and reasonable basis.
11.3 Launch postponement requested by ARIANESPACE
11.3.1 ARIANESPACE shall have the right to postpone a Launch, for the
following reasons :
11.3.1.1 Postponement of Launch Period and of Launch Slot.
a) ARIANESPACE or its Associates encounter adverse
technical problems, including if due to a Force
Majeure Event, that prevent the Launch from taking
place under satisfactory conditions of safety or
reliability.
b) ARIANESPACE is requested to perform replacement
launch(es), or to launch scientific satellite(s)
whose mission(s) may be degraded in the event of
postponement.
c) ARIANESPACE postpones the launch(es) due to
postponement(s) by ARIANESPACE of satellite(s)
having an earlier Launch Period or Launch Slot
than CUSTOMER's Satellite.
11.3.1.2 Postponement of Launch Day within the Launch Slot
and/or Launch Time within the Launch Window.
a) For any of the reasons listed in Sub-paragraph
11.3.1.1. a), b) and c) above, and
b) If following its/their integration on the Launch
Vehicle, ARIANESPACE has to unload the Auxiliary
Payload(s) because of a threat to the Launch Mission
or the Satellite Mission.
11.3.2 The Parties shall determine by mutual agreement a new Launch
Period and/or a new Launch Slot as near as possible to the
postponed one in accordance with the following criteria :
- possibilities of Launching;
- Launch Rank of CUSTOMER's Satellite;
- date of signature of this Agreement.
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The Launch Day and the Launch Window within the new Launch Slot
shall be determined by ARIANESPACE according to the technical
constraints of ARIANESPACE and CUSTOMER and both Parties'
interests.
11.3.3 Any postponement by ARIANESPACE of the Launch Period, Launch
Slot, Launch Day, Launch Window, or Launch Time due to
CUSTOMER's non-fulfillment of its obligations under this
Agreement making the Launch impossible within the Launch Period,
Launch Slot, or during Launch Window of the Launch Day, or at
the Launch Time shall be considered to be requested by CUSTOMER
in accordance with Paragraph 11.2 above as of the date of
ARIANESPACE's decision to postpone the Launch.
11.3.4 Notwithstanding the foregoing, in the absence of termination of
a related Launch in accordance with Article 18, in the event
that the aggregate duration of all postponements requested by
ARIANESPACE under Sub-paragraph 11.3 of Article 11 of this
Agreement for a particular Launch under this Agreement should
result in ARIANESPACE delaying such Launch by [***], the related
Launch Services price shall be [***]. For clarity, whereinsoever
this Agreement calls for the price to be increased or decreased
by [***], the calculation shall be based upon [***].
11.4 Any CUSTOMER Launch postponement provided for in Paragraph 11.2 of this
Article 11 (including for postponements requested by CUSTOMER as a
result of the occurrence of Events of Force Majeure under circumstances
where the Force Majeure would not affect ARIANESPACE's ability to
perform, but for CUSTOMER's inability to timely fulfill its obligations)
shall not modify the progress payment schedule set forth in Paragraph
10.1 of Article 10 of this Agreement.
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ARTICLE 12 - RIGHT OF OWNERSHIP AND CUSTODY
12.1 The obligations of ARIANESPACE under this Agreement are strictly limited
to the Services, and CUSTOMER acknowledges and agrees that at no time
shall it have any right of ownership of, any other right in, or title
to, the property that ARIANESPACE shall use in connection with the
Launch, or shall place at CUSTOMER's disposal for the purpose of this
Agreement, including, without limitation, the Launch Vehicle and the
Launch Base of ARIANESPACE. Said property shall at all times be
considered to be the sole property of ARIANESPACE.
12.2 ARIANESPACE acknowledges and agrees that at no time shall it have any
right of ownership, or any other right in, or title to, the property
that CUSTOMER shall use for the Launch and the interface test(s),
including, without limitation, the Satellite and all equipment, devices
and software to be provided by CUSTOMER on the Launch Base in order to
prepare the Satellite for Launch. Said property shall at all times be
considered to be the sole property of CUSTOMER.
12.3 At all times during the performance by the Parties of this Agreement,
each Party shall be deemed to have full custody and possession of its
own property.
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ARTICLE 13 - REPLACEMENT LAUNCH
13.1 Terms
13.1.1 CUSTOMER is entitled to request a Replacement Launch from
ARIANESPACE in the event that, following the Launch, either the
Launch Mission or the Satellite Mission has not been
accomplished for any reason whatsoever. Replacement Launch
Services are subject to the conditions set forth in this Article
13. Any and all other rights and remedies of CUSTOMER are
excluded whatever their nature.
13.1.2 CUSTOMER shall be entitled to have a Launch Slot for a
Replacement Launch allocated to it by ARIANESPACE within EIGHT
(8) months following the month ARIANESPACE has received a
written request for Replacement Launch. Should CUSTOMER request
a Launch Period beyond such EIGHT (8) month period, ARIANESPACE
shall allocate the nearest Launch Opportunity, provided however
that in no way shall the Launch Period requested by CUSTOMER
extend beyond the THIRTY SIX (36) month period following the
date of request for a Replacement Launch.
Should CUSTOMER requests a Replacement Launch to occur at least
SIX (6) months after, but within EIGHT (8) months, following the
month that ARIANESPACE has received written request, ARIANESPACE
shall allocate the nearest Launch Opportunity to CUSTOMER's
request, subject to ARIANESPACE's ability using commercially
reasonable efforts to complete all necessary mission analyses
and integration activities within the period requested.
13.1.3 The written request for a Replacement Launch shall be received
by ARIANESPACE no later than the last day of the second month
following the month in which the cause of the failure of either
the Launch Vehicle Mission or the Satellite Mission has been
established, but in no event later than, in the case of a
Satellite Mission failure, TWENTY-SEVEN (27) months following
the date of Launch.
Notwithstanding the foregoing, if CUSTOMER is entitled to a
Reflight such written request shall be received by ARIANESPACE
within the NINETY (90) day period following the date when the
Parties have agreed that a Launch Failure has occurred.
The written request for a Replacement Launch shall indicate the
Launch Period requested by CUSTOMER within one of the periods
specified in Sub-paragraph 13.1.2 above. It is understood that
the replacement Satellite and all equipment, devices and
software to be made available by CUSTOMER on the Launch Base in
order to make the replacement Satellite ready for Launch shall
be made available to ARIANESPACE pursuant to the schedule of
Part 3 of Annex 1 to this Agreement.
13.1.4 ARIANESPACE shall inform CUSTOMER, within the month following
receipt of CUSTOMER's request for a Replacement Launch, whether
or not a Launch Opportunity exists within the requested Launch
Period and, in any event, shall allocate a Launch Slot to
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CUSTOMER, the first day of which shall be before the expiration
of the EIGHT (8) calendar month period specified in
Sub-paragraph 13.1.2 of Article 13 of this Agreement, if the
Launch Period requested by CUSTOMER is within that EIGHT (8)
month period; otherwise ARIANESPACE shall allocate to CUSTOMER
the nearest existing Launch Opportunity. The date allocated
shall not begin earlier than the first day of the Launch Period
requested by CUSTOMER.
13.1.5 The replacement Satellite shall be in accordance with the
interface control document (DCI) governing CUSTOMER's Satellite.
Notwithstanding the foregoing, if CUSTOMER is entitled to a
Reflight the replacement Satellite may differ from the DCI. In
such a case the Parties agree to adjust accordingly this
Agreement, including Annex 1 thereto and ARIANESPACE shall
allocate to CUSTOMER the nearest Launch Opportunity.
13.2 General Conditions
Except for a Reflight, the remuneration for the Replacement
Launch Services on an ARIANE 5 ECA Launch Vehicle in accordance
with Paragraph 13.1 above, and including, without additional
charge, costs incurred by ARIANESPACE for modification of
equipment associated with the Launch Vehicle designated for the
Replacement Launch, shall be a firm fixed price of [***] United
States Dollars (US$ [***]), for which Customer shall be entitled
to Launch Services for a Satellite with a maximum mass of 8200
kg (without adapter) or the full capability of the ARIANE 5
Launch Vehicle if greater, including in the case of a
Replacement Launch for the Firm Launch. This price being
exclusive of the price of the Launch Risk Guarantee referred in
Sub-paragraph 4.3 of Article 4.
For a Replacement Launch intervening after December 31, 2010,
the price above shall be escalated by [***]% per [***] from said
date to the first day of the requested Launch Period.
The payment schedule shall provide for the payment of the entire
price for Replacement Launch Services prior to said Replacement
Launch.
The Replacement Launch, other than a Reflight, shall form the
subject of a separate launch services agreement substantially in
the form of this Agreement.
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ARTICLE 14 - ALLOCATION OF POTENTIAL LIABILITIES AND RISKS
14.1 Allocation of Risks for damage caused by one Party and/or its Associates
to the Other Party and/or its Associates:
14.1.1 Due to the particular nature of the Services, the Parties agree
that any liability of ARIANESPACE or of CUSTOMER arising from
the defective, late, or non-performance of ARIANESPACE's
Services and CUSTOMER's technical obligations under this
Agreement shall, in all circumstances other than willful
misconduct by such Party, including termination of this
Agreement or a Launch under this Agreement, be strictly limited
to the liability expressly provided for in this Agreement.
Except as provided in this Agreement, the Parties hereto
expressly waive, renounce, and exclude any and all rights and
remedies that may arise at law or in equity with respect to the
Services. The waivers, assumptions and indemnifications of and
for liability by a Party in this Article 14 shall not act to
waive any claim for, to assume, or to indemnify the other Party
and/or its Associates for any liability based on willful or
intentional misconduct or fraud of the other Party and/or its
Associates.
14.1.2 Each Party shall bear any and all loss of or damage to property
and any bodily injury (including death) and all consequences,
whether direct or indirect, of such loss, damage or bodily
injury (including death), and/or of a Launch Mission failure
and/or of a Satellite Mission failure, which it or its
Associates may sustain, directly or indirectly, arising out of
or relating to this Agreement or the performance of this
Agreement. Each Party irrevocably agrees to a no-fault,
no-subrogation, inter-party waiver of liability, and waives the
right to make any claims or to initiate any proceedings whether
judicial, arbitral, or administrative on account of any such
loss, damage or bodily injury (including death) and/or Launch
Mission failure and/or Satellite Mission failure against the
other Party or that other Party's Associates arising out of or
relating to this Agreement for any reason whatsoever.
The provisions above exclude, without limitation, any liability
of ARIANESPACE or its Associates for any loss or damages to
CUSTOMER or its Associates, resulting from the intentional
destruction of the Launch Vehicle and the Satellite in
furtherance of launch range safety measures.
Each Party agrees to bear the financial and any other
consequences of such loss, damage or bodily injury (including
death) and/or of a Launch Mission failure and/or a Satellite
Mission failure which it or its Associates may sustain, without
recourse to the other Party or the other Party's Associates.
14.1.3 In the event that one or more Associates of a Party shall
proceed against the other Party and/or that Party's Associates
as a result of such loss, damage or bodily injury (including
death) and/or Launch Mission failure and/or Satellite Mission
failure, the first Party shall indemnify, hold harmless, dispose
of any claim, and defend, when not contrary to the governing
rules of procedure, the other Party and/or its Associates, as
the case may be, from any liability, cost or expense, including
attorneys' fees, on account of such loss, damage or bodily
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injury (including death) and/or Launch Mission failure and/or
Satellite Mission failure, and shall pay all costs and expenses
and satisfy all judgments and awards which may imposed on or
rendered against that other Party and or its Associates.
14.2 loss or Damage or Bodily Injury Caused or Sustained by any Third Party
Customer(s) of ARIANESPACE or its (their) Associates
14.2.1 Each Party shall bear any and all loss of or damage to property
and any bodily injury (including death) and all consequences,
whether direct or indirect, of such loss, damage or bodily
injury (including death) and/or Launch Mission failure and/or
Satellite Mission failure, which it or its Associates may
sustain, that is caused, in any way, by (a) Third Party
Customer(s) of ARIANESPACE or its (their) Associates, directly
or indirectly, arising out of or relating to the performance of
this Agreement and/or the launch services agreement signed by
ARIANESPACE with such Third Party Customer(s) of ARIANESPACE.
14.2.2 CUSTOMER hereby irrevocably agrees to a no-fault,
no-subrogation, inter-party waiver of liability and waives the
right to make any claims or to initiate any proceedings whether
judicial, arbitral, administrative or otherwise on account of
any such loss, damage or bodily injury (including death) and/or
Launch Mission failure and/or Satellite Mission failure against
Third Party Customer(s) of ARIANESPACE, and/or ARIANESPACE
and/or their respective Associates for any reason whatsoever.
CUSTOMER agrees to bear the financial and any other consequences
of such loss, damage or bodily injury (including death) and/or
Launch Mission failure and/or Satellite Mission failure caused
in any way by any Third Party Customer(s) of ARIANESPACE or its
(their) Associates without recourse against the Third Party
Customer(s) of ARIANESPACE and/or ARIANESPACE and/or their
respective Associates.
In the event that one or more of CUSTOMER's Associate(s) proceed
against the Third Party Customer(s) of ARIANESPACE and/or
ARIANESPACE and/or their respective Associates as a result of
any loss, damage or bodily injury (including death) and/or
Launch Mission failure and/or Satellite Mission failure caused
in any way to it by such Third Party Customer(s) of ARIANESPACE
or its (their) Associates, CUSTOMER shall indemnify, hold
harmless, dispose of any claim and defend, when not contrary to
the governing rules of procedure, such Third Party Customer(s)
of ARIANESPACE, and/or ARIANESPACE and/or their respective
Associates from any liability, cost or expense, including
attorneys' fees, on account of such loss, damage or bodily
injury (including death) and/or Launch Mission failure and/or
Satellite Mission failure, and shall pay all costs and expenses
and satisfy all judgments and awards which may be imposed on or
rendered against the Third Party Customer(s) of ARIANESPACE
and/or ARIANESPACE, and/or their respective Associates.
14.2.3 In the event that any Third Party Customer(s) of ARIANESPACE
and/or its (their) Associates proceed against CUSTOMER and/or
its Associates as a result of any loss, damage or bodily injury
(including death) and/or launch mission failure and/or satellite
mission failure caused in any way by CUSTOMER and/or its (their)
Associates, directly or indirectly, arising out of or relating
to the performance of this Agreement and/or the agreement signed
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by ARIANESPACE with such Third Party Customer(s) of ARIANESPACE,
ARIANESPACE shall indemnify, hold harmless, dispose of any claim
and defend, when not contrary to the governing rules of
procedure, CUSTOMER and/or its Associates from any liability,
cost or expense, including attorney's fees, on account of such
loss, damage or bodily injury (including death), and/or Launch
Mission failure and/or Satellite Mission failure, and shall pay
all costs and expenses and satisfy all judgments and awards
which may be imposed or rendered against CUSTOMER and/or its
Associates.
14.3 Indemnification
Each Party shall take all necessary and reasonable steps to foreclose
claims for loss, damage or bodily injury (including death) by any
participant involved in Launch activities. Each Party shall require its
Associate(s) who will be participating in Launch activities, to agree to
a no-fault, no-subrogation, inter-party waiver of liability and
indemnity for loss, damage or bodily injury (including death) its
Associates sustain identical to the Parties' respective undertakings
under this Article 14. Furthermore, ARIANESPACE shall require all Third
Party Customer(s) of ARIANESPACE entering into launch services
agreements with ARIANESPACE to agree to the inter-party waiver and
indemnities set forth in this Article 14.
14.4 Liability for Damages Suffered by Third Parties
14.4.1 Each Party shall be solely and entirely liable for all loss,
damage or bodily injury (including death) sustained, whether
directly or indirectly, by any Third Party, which is caused by
such Party or its Associates arising out of or relating to the
performance by such Party of this Agreement.
14.4.2 In the event of any proceeding, whether judicial, arbitral,
administrative or otherwise, by a Third Party against one of the
Parties or its Associates on account of any loss, damage or
bodily injury (including death), caused by the other Party, its
property or its Associates or its (their) property, whether
directly or indirectly the latter Party shall indemnify and hold
harmless the former Party and/or the former Party's Associates,
as the case may be, and shall advance any funds necessary to
defend their interests.
14.5 Infringement of Industrial Property Rights of Third Parties
14.5.1 ARIANESPACE shall indemnify and hold CUSTOMER harmless with
respect to any injury, cost, and expense resulting from an
infringement or claim of infringement of patent rights or any
other industrial or intellectual property rights of any third
party which may arise from CUSTOMER's use of ARIANESPACE's
Services, including, without limitation, the use of any and all
products, processes, articles of manufacture, supporting
equipment, facilities, and services by ARIANESPACE in connection
with said Services; provided however , that this indemnification
shall not apply to an infringement of rights as set forth above
that have been mainly caused by an infringement of a right of a
third party for which CUSTOMER is liable pursuant to
Sub-paragraph 14.5.2 of Article 14 of this Agreement.
14.5.2 CUSTOMER shall indemnify and hold ARIANESPACE harmless with
respect to any injury, cost, and expense resulting from an
infringement or claim of infringement of the patent rights or
any other industrial or intellectual property rights of any
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third party arising out of or relating to CUSTOMER with respect
to the design or manufacture of the Satellite, or ARIANESPACE's
compliance with specifications furnished by CUSTOMER with
respect to the Launch Mission and the Satellite Mission.
14.5.3 The rights to indemnification provided hereunder shall be
subject to the following conditions:
14.5.3.1 The Party seeking indemnification shall promptly
advise the other Party of the filing of any suit,
or of any written or oral claim against it,
alleging an infringement of any third party's
rights, which it may receive relating to this
Agreement.
14.5.3.2 The Party sued or against whom the claim is
otherwise made shall take no steps in the dispute
with the third party, nor shall it reach a
compromise or settlement, without the prior
written approval of the other Party, which
approval shall not be unreasonably withheld or
delayed.
14.5.4 The indemnifying Party shall assist in and assume, when not
contrary to the governing rules of procedure, the defense of any
claim or suit and/or settlement thereof, shall take all other
steps which it may reasonably be expected to take, given the
circumstances, and the obligations incurred by it under this
Article 14, to avoid, settle, or otherwise terminate the
disputes, and shall advance and pay all litigation and
administrative costs and expenses incurred in connection with
the defense of any such suit, including fees and expenses of
legal counsel, shall satisfy any judgments rendered by a court
of competent jurisdiction in such suits, and shall make all
settlement payments.
14.5.5 In the event that ARIANESPACE, with respect to the Launch, and
CUSTOMER, with respect to the Satellite, shall be the subject of
the same court action or the same proceedings based on alleged
infringements of patent rights or any other industrial or
intellectual property rights of a third party pursuant to both
Sub-paragraphs 14.5.1 and 14.5.2 hereof, ARIANESPACE and
CUSTOMER shall jointly assume the defense and shall bear all
damages, costs and expenses pro rata according to their
respective liability. In the event of any problems in the
implementing the pro rata allocation of the amounts referred to
in the immediately preceding sentence, the Parties shall
undertake in good faith to resolve such problems.
14.5.6 Neither Party's execution or performance of this Agreement
grants any rights to or under any of either Party's respective
patents, proprietary information, and/or data, to the other
Party or to any third party, unless such grant is expressly
recited in a separate written document duly executed by or on
behalf of the granting Party.
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ARTICLE 15 - INSURANCE
15.1 ARIANESPACE shall, for any particular Launch under this Agreement, take
out an insurance policy at no cost to CUSTOMER, to protect itself and
CUSTOMER against liability for property loss or damage and bodily injury
that Third Parties may sustain and that is caused by the Launch Vehicle,
and/or the Satellite, and/or the satellite(s) of any Third Party
Customer(s) of ARIANESPACE, and/or their components or any part thereof.
Such insurance policy shall name as additional insureds :
1) The Government of France.
2) The Centre National d'Etudes Spatiales "C.N.E.S." and any
launching state as such term is defined in the Convention on
International Liability for Damage Caused by Space Objects of
1972.
3) The auxiliaries of any kind, whom ARIANESPACE and/or the
C.N.E.S. would call for in view of the preparation and the
execution of the launching operations.
4) The European Space Agency "E.S.A." but only in its capacity as
owner of certain facility and/or outfits located at the Centre
Spatial Guyanais in Kourou and made available to ARIANESPACE
and/or to the C.N.E.S. for the purpose of the preparation and
the execution of the launches.
5) The firms, who have participated in the design and/or in the
execution and/or who have provided the components of the Launch
Vehicle, of its support equipment including propellants and
other products either liquid or gaseous necessary for the
functioning of the said Launch Vehicle, their contractors,
sub-contractors and suppliers.
6) CUSTOMER and Third Party Customer(s) of ARIANESPACE on whose
behalf ARIANESPACE executes the launch services as well as their
co-contractors and sub-contractors.
7) Provided they act within the scope of their duties, the officers
and directors, legal representatives, managing director,
employees, agents and interim staff employed by ARIANESPACE or
by any of additional insured mentioned in the preceding
sub-paragraphs from 1 to 6 (included)
15.2 The insurance referred to in Paragraph 15.1 shall come into effect as of
the day of the Launch concerned, and shall be maintained for a period of
the lesser of TWELVE (12) months or so long as all or any part of the
Launch Vehicle, and/or the Satellite, and/or the satellite(s) of any
Third Party Customer(s) of ARIANESPACE, and/or their components remain
in orbit.
15.3 The insurance policy shall be in the amount of SIXTY MILLION NINE
HUNDRED AND EIGHTY THOUSAND EUROS ( (euro) 60 980 000). ARIANESPACE
shall settle all liabilities, and shall indemnify and hold CUSTOMER
harmless for property damage and bodily injury arising from the Services
when caused to Third Parties by the Launch Vehicle, and/or the
Satellite, and/or the satellite(s) of any Third Party Customer(s) of
ARIANESPACE, and/or their components or any part thereof including
during the period provided for in Paragraph 15.2 above for any amount in
excess of the insured limits of said insurance policy. Upon expiration
of the insurance in accordance with Paragraph 15.2, CUSTOMER shall
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settle all liabilities for property damage and bodily injury caused to
third parties by the Satellite or any part thereof.
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ARTICLE 16 - OWNERSHIP OF DOCUMENTS AND WRITTEN INFORMATION CONFIDENTIALITY
/PUBLIC STATEMENTS
16.1 Title to all documents, data, and written information furnished to
CUSTOMER by ARIANESPACE or its Associates during the performance of this
Agreement shall remain exclusively with ARIANESPACE.
16.2 Title to all documents, data, and written information furnished to
ARIANESPACE by CUSTOMER or its Associates during the performance of this
Agreement shall remain exclusively with CUSTOMER or with said Associates
as to their respective documents, data, and written information.
16.3 Each Party shall use the documents, data, and written information
supplied to it by the other Party or the other Party's Associates solely
for the performance of this Agreement and any activities directly
related thereto or the use of a Satellite to be Launched hereunder.
16.4 To the extent necessary for the performance of this Agreement and any
activities directly related hereto or to the use of a Satellite to be
Launched hereunder, each Party shall be entitled to divulge to its own
Associates the documents, data, and written information received from
the other Party or from the other Party's Associates in connection
herewith and allow its Associates to participate in reviews thereof,
including progress or milestone events, provided that such receiving
person shall have first agreed to be bound by the nondisclosure and use
restrictions of this Agreement.
16.5 Subject to the provisions of Paragraph 16.4, neither Party shall divulge
any documents, data, or written information that it receives from the
other Party or the other Party's Associates, but shall protect all such
documents and written information that are marked with an appropriate
and valid proprietary or confidentiality legend from unauthorized
disclosure except as provided herein, in the same manner as the
receiving Party protects its own confidential information; provided,
however, that each Party shall have the right to use and duplicate such
documents, data, and written information for any Party purpose subject
to the nondisclosure requirements and use restrictions provided herein.
If the information disclosed by one Party to the other Party or by or to
their respective Associates is deemed confidential by the disclosing
Party or Associate and is verbal, not written, such verbal confidential
information shall be identified prior to disclosure as confidential and,
after acceptance by and disclosure to the receiving Party, shall be
reduced to writing promptly, labeled confidential, but in no event later
than TWENTY (20) days thereafter, and delivered to the receiving Party
in accordance with this Paragraph.
16.6 The obligation of the Parties to maintain the confidentiality of
documents, data, and written information shall not apply to documents,
data, and written information that :
- are not properly marked as confidential;
- are in the public domain;
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- shall come into public use, by publication or otherwise, and due
to no fault of the receiving Party;
- the receiving Party can demonstrate were legally in its
possession at the time of receipt;
- are rightfully acquired by the receiving Party from third
parties;
- are commonly disclosed by ARIANESPACE or its Associates;
- are inherently disclosed in any product or provision of any
service marketed by ARIANESPACE or its Associates;
- are independently developed by the receiving Party;
- are approved for release by written authorization of the
disclosing Party; or
- are required, but only to the extent necessary, to be disclosed
pursuant to governmental or judicial order, or as otherwise may
be required by law, including for purposes of public
registration, in which event the Party concerned shall notify
the other Party of any such requirement and the information
required to be disclosed prior to such disclosure, and
reasonably cooperate with the other Party upon timely request in
seeking confidential treatment for commercially sensitive
portions of the Agreement.
16.7 The provisions of this Article 16 shall survive the completion of
performance of Services under this Agreement and shall remain in full
force and effect until said documents, data, and written information
become part of the public domain; provided, however that each Party
shall be entitled to destroy documents, data, and written information
received from the other Party, or to return such documents, data, or
written information to the other Party, at any time after Launch (or
after Reflight, if any).
16.8 This Agreement and each part hereof shall be considered to be
confidential by both Parties. Any disclosure of the same by one Party
shall require the prior written approval of the other Party, which
approval shall not be unreasonably withheld or delayed.
Except for publication of the launch manifest, either Party shall obtain
the prior written approval of the other Party only through such Party's
authorized representative concerning the content and timing of news
releases, articles, brochures, advertisements, speeches, and other
information releases concerning the work performed or to be performed
hereunder by ARIANESPACE and its Associates. Each Party agrees to give
the other Party reasonable advance notice for review of any material
submitted to the other Party for approval under this Paragraph.
16.9 Customer shall also be permitted to make disclosures to its actual or
potential permitted assignees hereunder subject to the same restrictions
that would apply hereunder to a disclosure by Customer to its
Associates.
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ARTICLE 17 - PERMITS AND AUTHORIZATIONS - GROUND STATIONS
17.1 The obligations of ARIANESPACE are limited to the Services set forth in
Article 4 above. CUSTOMER shall be obligated to obtain all required
permits, authorizations, or notices of non-opposition from all national
or international, public or private authorities having jurisdiction over
the Satellite and the Satellite Mission.
17.2 CUSTOMER shall also be obligated to obtain all required government
permits and authorizations for delivery of the Satellite and all
equipment, devices and software to be provided by CUSTOMER on the Launch
Base in order to prepare the Satellite for Launch, from its country of
origin to the Launch Base, and, the use of the Satellite's ground
stations.
17.3 ARIANESPACE agrees to assist and support CUSTOMER and its Associates,
free of charge, with any administrative matters related to the
importation into French Guiana of the Satellite and all equipment,
devices and software to be provided by CUSTOMER on the Launch Base in
order to prepare the Satellite for Launch, and their storage and
possible return, as well as to the entry, stay, and departure of
CUSTOMER and its Associates.
For greater certainty, it is hereby stated that the obtaining of U.S.
Export Licenses is not the responsibility of ARIANESPACE; provided that
ARIANESPACE shall cooperate with, and use its reasonable efforts to
assist, CUSTOMER and its Associates to obtain in a timely manner and to
maintain thereafter any and all U.S. Export Licenses and to comply with
applicable U.S. Export Control Laws in connection with this Agreement.,
including, without limitation, all procedures and requirements
established by the U.S. government related to Satellite launch
activities.
At CUSTOMER's request,ARIANESPACE shall, on a no cost basis for
ARIANESPACE, cooperate with, and use its reasonable efforts to assist,
CUSTOMER and its Associates , with respect to all procedures and any
U.S. government-required Satellite launch failure or debris recovery
efforts.
17.4 Notwithstanding anything in this Agreement to the contrary, the Parties
acknowledge and agree that part of the activities under this Agreement
may be subject to compliance with the Laws, rules and regulations of the
United States regarding export restrictions ("U.S. Export Laws"),
including without limitation the Arms Export Control Act, the
International Emergency Economic Powers Act, the Export Administration
Act, the International Traffic in Arms Regulations, the Export
Administration Regulations, and Executive Order 12333 (Dec. 4, 1981) and
that such U.S. Exports Laws may prohibit, limit or delay the Parties'
ability to so perform; and to the extent that any goods provided or
information disclosed is subject to the U.S. Export Laws, the Parties
shall handle such goods and information in compliance with the
applicable U.S. Exports Laws and shall not disclose, transfer or
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otherwise export such goods or information to any person or entity,
except as authorized by the applicable U.S. Export Control law or by
written authorization of the U.S. government.
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ARTICLE 18 - TERMINATION BY CUSTOMER
18.1 CUSTOMER shall be entitled to terminate any particular Launch under this
Agreement at any time prior to the Launch concerned. CUSTOMER's right is
not subject to any condition, and shall cover termination situations for
reasons of convenience as well as those of delay or impossibility of
performance in which one of the Parties may find themselves. Notice of
termination shall be given by registered letter with acknowledgment of
receipt, and termination shall take effect thirty (30) days from receipt
of such letter by ARIANESPACE.
18.2 In case of termination by CUSTOMER, ARIANESPACE shall be entitled for
the Launch terminated to the following :
18.2.1 A) Basic termination fees depending of the date of termination
as follows:
--------------------------------------------------------------
Effective date of termination Percentage of P
--------------------------------------------------------------
On or before [***] [***]%
Between [***] and [***] [***]%
Between [***] and [***] [***]%
After [***] [***]%
--------------------------------------------------------------
where
P means the Launch Services price of the Launch terminated
other than a Reflight.
C means for the Firm Launch and each Firm Optional Launch
when activated, the initial L of the Launch concerned if
no postponement has been requested by ARIANESPACE or
otherwise the date obtained by adding to the first L of
the Launch concerned the aggregate duration of Launch
Period or Launch Slot postponement(s) requested by
ARIANESPACE for such Launch pursuant to Sub-paragraph
11.3.1.1 of Article 11 of this Agreement.
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18.2.1 B) In case of cancellation of a Reflight, ARIANESPACE shall
refund to CUSTOMER the following amount depending of the date of
termination:
-------------------------------------------------------------------
Effective date of termination Percentage of G
-------------------------------------------------------------------
[***] [***] %
Between T and [***] [***] %
Between [***] and [***] [***] %
Between [***] and [***] [***] %
After [***] [***] %
-------------------------------------------------------------------
where
G means the Guarantee Amount,
T means a SIXTY (60) day period following the date when
the Parties have agreed that a Launch Failure has
occurred.
C means the initial L of the Reflight if no postponement
has been requested by ARIANESPACE or otherwise the date
obtained by adding to the first L the aggregate duration
of Launch Period or Launch Slot postponement(s)
requested by ARIANESPACE pursuant to Sub-paragraph
11.3.1.1 of Article 11 of this Agreement.
18.2.2 Plus (i) any other amount(s) paid or due including, without
limitation, late payment interest under the Agreement at the
effective date of termination, and (ii) the price of those
Associated Services provided, at CUSTOMER's cost, which have
actually been performed as of the date of termination.
18.2.3 Termination fees are due by CUSTOMER to ARIANESPACE as of the
effective date of termination and payable within THIRTY (30)
days of receipt by CUSTOMER of the corresponding invoice from
ARIANESPACE. Any amounts paid by CUSTOMER for the Launch
concerned in excess of the above termination fees shall be
refunded promptly by ARIANESPACE to CUSTOMER. For the purpose of
this Sub-paragraph 18.2.3, in the case of a Reflight, the
Guarantee Amount shall be deemed to have been a payment by
CUSTOMER.
18.3 Notwithstanding the foregoing in the event that the aggregate of all
postponements requested by ARIANESPACE under Sub-paragraph 11.3.1.1 of
Article 11 of this Agreement, (and even if ARIANESPACE has not declared
a particular postponement, any anticipated Launch, beyond reasonable
dispute) should result in ARIANESPACE delaying a particular CUSTOMER's
Launch under this Agreement by more than SIX (6) months, CUSTOMER shall
have the right, to terminate the Launch concerned, in which case
ARIANESPACE shall refund to CUSTOMER all payments made by CUSTOMER for
said Launch within THIRTY (30) days of termination notice. In such an
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event, CUSTOMER shall be liable only for the payment of Associated
Services performed, at CUSTOMER's cost, for the Launch terminated prior
to the date of termination , provided that, for the avoidance of doubt,
no charge shall be made for Associated Services which are specified
herein to be provided without charge by Arianespace. For the purpose of
this Paragraph 18.3, in the case of a Reflight, the Guarantee Amount
shall be deemed to have been a payment by CUSTOMER.
The foregoing notwithstanding, prior to giving notice of termination,
CUSTOMER shall have given ARIANESPACE at least THIRTY (30) days' notice
of CUSTOMER's intent to do so (which in the case of delay, may occur as
early as the point of FIVE (5) months of delay, so as to allow a
termination notice to be effective at SIX (6) months), allowing for
discussion between the Parties of any alternative solution other than
termination.
However, postponements resulting from (i) Events of Force Majeure in the
aggregate of of SIX (6) months or less; and/or (ii) any damage caused by
CUSTOMER and/or its Associates to the property of ARIANESPACE and/or the
property of its Associates; and/or (iii) any bodily injury (including
death) caused by CUSTOMER and/or its Associates to ARIANESPACE and/or
its Associates shall not be taken into account for the computation of
the above mentioned period.
In the event that CUSTOMER has an unexercised right to terminate under
this Paragraph 18.3, ARIANESPACE may, upon written notice to CUSTOMER,
request CUSTOMER either to exercise such right within THIRTY (30) Days
of ARIANESPACE's written notice or, failing to do so, waive such right;
provided that such waiver shall not be applicable to any further delay
in a Launch beyond that previously notified by ARIANESPACE to CUSTOMER.
18.4 CUSTOMER may, upon written notice to ARIANESPACE, terminate immediately
the Launch concerned in any event of any material breach by ARIANESPACE
of its obligations arising of this Agreement, not otherwise provided for
in Sub-Paragraph 18.3, and in each case does not cure such failure
within THIRTY (30) Days of written notice of such material breach from
CUSTOMER to ARIANESPACE, as may be extended in writing by CUSTOMER. In
the event that ARIANESPACE does not cure such failure within the cure
period specified in the preceding sentence, ARIANESPACE shall refund to
CUSTOMER all payments made by CUSTOMER for the Launch concerned within
THIRTY (30) days of termination notice. In such an event, CUSTOMER shall
be liable only for the payment of Associated Services performed and
delivered, at CUSTOMER's cost, for the Launch so terminated prior to the
date of termination, provided that, for the avoidance of doubt, no
charge shall be made for Associated Services which are specified herein
to be provided without charge by Arianespace. For the purpose of this
Paragraph 18.4, in the case of a Reflight, the Guarantee Amount shall be
deemed to have been a payment by CUSTOMER.
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ARTICLE 19 - TERMINATION BY ARIANESPACE
19.1 In the event that CUSTOMER fails to comply with its payment obligations
pursuant to the payment schedule and other payment dates set forth in
this Agreement for a Launch under this Agreement, and does not pay
within THIRTY (30) days after the date of receipt of a written notice to
that effect ARIANESPACE shall be entitled to terminate the Launch
concerned by registered letter with acknowledgment of receipt.
19.2 In the event of termination by ARIANESPACE pursuant to the provisions of
this Article 19, the provisions of Paragraph 18.2 of Article 18 of this
Agreement shall apply.
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ARTICLE 20 - MISCELLANEOUS
20.1 Working language
All communications between the Parties and between CUSTOMER and its
Associates on the Launch Base, and between ARIANESPACE and its
Associates on the Launch Base with CUSTOMER's personnel and that of its
Associates, shall be made in English.
20.2 Notices
Unless expressly provided otherwise under this Agreement, all
communications and notices to be given by one Party to the other in
connection with this Agreement shall be in writing and in the language
of this Agreement and shall be sent by registered mail, and if
transmitted by telecopier, telex or telegram, shall be confirmed by
registered letter to the following addresses (or to such address as a
Party may designate by written notice to the other Party) :
ARIANESPACE CUSTOMER
Immeuble Ariane TerreStar Networks, Inc.
Boulevard de l'Europe One Discovery Square
91000 EVRY 12010 Sunset Hills Road
FRANCE Suite 600
Reston, VA 20190
USA
Attention : Directeur Commercial
Telephone : +331-6087-6232 Attention : [***]
Fax : +331-6087-6270 Telephone : (U.S.) [***]
Fax : (U.S.) [***]
20.3 Waiver
Waiver on the part of either ARIANESPACE or CUSTOMER of any term,
provision, or condition of this Agreement shall only be valid if made in
writing and accepted by the other Party. Said acceptance shall not
obligate the Party in question to waive its rights in connection with
any other previous or subsequent breaches of this Agreement.
20.4 Headings
The headings and sub-headings used in this Agreement are provided solely
for convenience of reference, and shall not prevail over the content of
the Articles of this Agreement.
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20.5 Assignment
Neither Party shall be entitled to assign its rights, title, interest or
obligations under this Agreement, in whole or in part, without the prior
written consent of the other Party, such consent not to be unreasonably
withheld or delayed.
The foregoing notwithstanding, CUSTOMER shall be entitled to assign in
whole, (or, subject to the further qualification stated in the following
paragraph, in part by Launch) its rights, title, interest and
obligations under this Agreement, to: (A) an entity (a "Successor
Entity"), which may include new investors, to which all or substantially
all of the assets of the CUSTOMER as of the date hereof are also
assigned or into which CUSTOMER is merged, or (B) to any of Motient
Corporation, a Delaware corporation, TerreStar Networks (Canada) Inc., a
corporation incorporated under the laws of the province of Ontario
(Canada), or TerreStar Networks Bermuda Ltd., a company existing under
the laws of Bermuda, provided such assignment by the CUSTOMER shall not
constitute a novation as to CUSTOMER's underlying payment obligations to
ARIANESPACE pursuant to the terms of this Agreement, including but not
limited to the obligation to pay all amounts due, unless the CUSTOMER
demonstrates to the reasonable satisfaction of ARIANESPACE that the
assignee has the financial capacity and willingness to meet all such
payment obligations to ARIANESPACE as and when the same shall be due and
payable and that the risk of non payment by the Successor Entity is not
greater than such risk in respect of CUSTOMER as at the date hereof.
Customer's right of assignment in clause (B) immediately above is
further qualified as follows: Customer shall not be permitted, without
Arianespace's consent, to assign its rights, title, interests or
obligations under this Agreement with respect to either Optional Launch
by operation of clause (B) above to any entity other than whom the
entire Agreement is assigned (or to whom a permitted assignment of
Optional Launch #1 has already been made) prior to the time that
Customer shall have activated the applicable Launch Option.
In addition, notwithstanding the foregoing, CUSTOMER shall have the
right, without further consent of ARIANESPACE, as security for any
financing (including any financing obtained by any parent or subsidiary
of CUSTOMER guaranteed or otherwise supported by CUSTOMER), to assign or
grant security interests in this Agreement, provided in the case of any
assignment of this Agreement to any party, other than a lender or other
financing party or agent or trustee for any such lender or financing
party (and other than as permitted in this Paragraph 20.5 above),
ARIANESPACE consents to such assignment, which consent shall not be
unreasonably delayed or withheld.
Except as provided above, any attempt to assign any rights or
obligations hereunder without the other party's prior written consent
shall be null and void.
20.6 Entire Agreement and Modifications
This Agreement constitutes the entire understanding between the Parties,
and supersedes all prior and contemporaneous discussions between the
Parties with respect to the subject matter of this Agreement. Neither
Party shall be bound by the conditions, warranties, definitions,
statements, or documents previous to the execution of this Agreement,
unless this Agreement makes express reference thereto. Any actions
subsequent to the execution of this Agreement undertaken pursuant to an
Commercial in Confidence
Page 51
agreement shall be in writing and signed by duly authorized
representatives of each of the Parties, which agreement shall expressly
state that it is an amendment to this Agreement.
20.7 Registration of CUSTOMER's Satellite
CUSTOMER shall be responsible to ensure that the Satellite is properly
registered by a state of registry in accordance with the Convention on
Registration of Objects Launched into Outer Space of 1974 either (i)
directly, if CUSTOMER is a state or the state designated by an
international intergovernmental organization for the purposes of
registration, or (ii) if CUSTOMER is not a state, through a state having
jurisdiction and control over CUSTOMER.
Commercial in Confidence
Page 52
ARTICLE 21 - APPLICABLE LAW
This Agreement shall govern the relationship between the Parties as to the
subject of this Agreement. To the extent the Parties have failed to address any
question arising hereunder, or in the event of the need for any interpretation
of any term of this Agreement, French law shall be applied, unless it is
contrary to the explicit terms or the underlying common intentions of the
Parties to this Agreement.
Commercial in Confidence
Page 53
ARTICLE 22 - ARBITRATION
In the event of any dispute arising out of or relating to this Agreement, the
Parties shall use their best efforts to reach an amicable settlement. If an
amicable settlement cannot be achieved, the dispute shall be referred to the
President of ARIANESPACE and of CUSTOMER, who will use their best efforts to
reach a settlement. Should an amicable settlement fail, the dispute shall be
finally settled under the rules of Conciliation and Arbitration of the
International Chamber of Commerce ("I.C.C.") in Paris by THREE (3) arbitrators
appointed in accordance with the then existing rules of the I.C.C. The
arbitration shall be conducted in the English language. The award of the
arbitrators shall be final, conclusive and binding, and the execution thereof
may be entered in any court having jurisdiction.
Notwithstanding the above, either Party may request expedited arbitration as to
any dispute hereunder if the nature of the dispute involves a time sensitive
matter as to which a delay in resolution would cause material prejudice to such
Party or force it to proceed at material risk (the "Request"). Such Request
shall specify the matter in dispute. Each Party shall appoint one arbitrator
within TEN (10) days of the request and shall ask these TWO (2) arbitrators to
appoint a third arbitrator within TEN (10) days. Within TWENTY (20) days of the
Request, each Party shall provide the other with copies of documentation in its
possession and with a summary in writing of other communications within its
knowledge that it deems relevant to the matter in dispute. Each Party shall
cooperate with the other and requests that the arbitrators establish a schedule
that shall lead to a resolution of the matter within SIXTY (60) days of the
Request.
Commercial in Confidence
Page 54
ARTICLE 23 - EFFECTIVE DATE
This Agreement shall take effect after signature by the TWO Parties.
Executed in Reston, Virginia, USA,
On November 8, 2006
In two (2) originals
ARIANESPACE CUSTOMER
Name : Jean-Yves Le Gall Name : Robert H. Brumley
Title : Chief Executive Officer Title : Chief Executive Officer
Date : November 8, 2006 Date : November 8, 2006
Signature : /s Jean-Yves Le Gall Signature: /s Robert H. Brumley
Commercial in Confidence
P A R T II
A N N E X E S
Commercial in Confidence
ANNEX 2
-------
E.S.A./ARIANESPACE Convention (Extract)
Certain European Governments, members of the European Space Agency, (hereinafter
referred to as "the Participants") have committed themselves to using the Ariane
Launcher, developed within the framework of the European Space Agency
programmes. Arianespace must provide the European Space Agency and the
Participants, as a priority, with the services and launch slots necessary for
their programmes. Arianespace must also make sure that in the event of a shift
in the launch slots caused by the launcher system and/or any of the technical
equipment which has to be used for the launch, the payload concerned of the
Agency or Participant retains its position in the launch schedule. In addition,
in the event of the failure of an Agency or Participant mission, the Agency or
Participant may ask Arianespace to provide them, for a new launch, with the
first or failing that the second launch slot compatible with the availability of
the replacement payload if the failure was due to the launch system and/or any
of the technical equipment used for the launch, and the first compatible slot or
failing that the first slot scheduled at the latest 10 months after the written
relaunch request if the failure was due to the payload itself. Finally,
Arianespace has committed itself to the Agency and to the Participants to pay
particular attention to the specific requirements imposed by scientific
missions.
[LOGO OMITTED]
arianespace
TerreStar
ARIANE 5
STATEMENT OF WORK
(TECHNICAL ANNEXES)
Direction Commerciale - November 2006
[LOGO OMITTED]
arianespace
TerreStar
ARIANE 5
Technical Annexes
November 2006
Direction Commerciale - November 2006
Table of contents
- --------------------------------------------------------------------------------
Part 1 - 1 -
LAUNCH SPECIFICATION - 1 -
1. General - 2 -
2. Principal characteristics of the Launch - 2 -
2.1 The Mission - 2 -
2.2 Period, Slot, Day of the Launch - 2 -
2.3 Launch Window - 2 -
3. Main Interfaces - 3 -
3.1 Mechanical Interfaces - 3 -
3.2 Electrical and RF Interfaces - 4 -
3.3 Modification to the applicable documents - 4 -
Part 2 - 10 -
ARIANESPACE TECHNICAL COMMITMENTS - 10 -
1. Launch Service Management - 11 -
2. Launch Vehicle hardware and software Supply - 11 -
3. Mission Analysis - 12 -
4. Operations - 12 -
Part 3 - 14 -
CUSTOMER TECHNICAL COMMITMENTS - 14 -
1. General - 15 -
2. Schedule Obligations - 15 -
Part 4 - 17 -
DOCUMENTATION AND REVIEWS - 17 -
1. Documentation - 18 -
1.1 DUA - 18 -
1.2 DCI - 18 -
1.3 Mission Analysis Documentation - 18 -
1.4 Documentation to be issued by ARIANESPACE - 19 -
1.5 Documentation to be issued by Customer - 20 -
2. Meetings - 21 -
2.1 Interface Meetings - 21 -
2.2 Launch Vehicle Production Standard Reviews - 21 -
2.3 Spacecraft Reviews - 23 -
2.4 Quality Reporting - 23 -
2.5 Launch Vehicle campaign meetings at the Launch Base - 24 -
Part 5 - 26 -
GENERAL RANGE SUPPORT (GRS) AND OPTIONAL SERVICES - 26 -
1. General Range Support - 27 -
1.1 Transport Services - 27 -
1.2 Payload Preparation Facilities - 28 -
1.3 Communication Links - 30 -
1.4 Analyses - 30 -
1.5 Operations - 31 -
1.6 Fluid Deliveries - 31 -
1.7 Miscellaneous - 31 -
1.8 Additional Services - 32 -
2. Options ordered by the Customer - 33 -
3. Additional Options available to the Customer - 35 -
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - i
Applicable documents
- --------------------------------------------------------------------------------
Applicable documents
The following documents form a part of this annex 1 (Technical) and are
applicable in their entirety. In the event of a conflict with any of the
documents listed, this annex 1 shall take precedence.
o Ariane 5 User's Manual (MUA 5), Issue 4, Revision 0 (DECEMBER 2004)
o CSG safety regulations, CSG-RS-22A-CN Edition 5 Revision 5 (November 2005)
o General specification for payload dynamic models, A5-SG-0-01 Issue 4 (April
2001)
o Format for Spacecraft Environmental Test Prediction and Test Report -
Documentation for Sine Test Support, LS-SG-1000000-X-001-AE Issue 0,
Revision 0 (July 2006)
o Technical specification for the payload thermal model, A4-SG-1-26 [3]
(DECEMBER 1992)
ARIANESPACE reserves the right to modify these documents. Copies of any revised
pages shall be forwarded to the CUSTOMER as soon as they have been approved for
implementation by the ARIANE Modification Review Board. In any case,
modification(s) to these documents, which are not part of this annex 1, and
which may affect the compatibility of the Spacecraft with the Launch System,
and/or impact the mission, will not be applicable without negotiation and prior
agreement between the Parties.
Reference documents
A reference document is part of the necessary data base used by the Client and
ARIANESPACE in the course of fulfilling the Launch Service Agreement. This list
of reference documents will be completed throughout the project.
o EPCU Manual, Revision V-8.0 (May 2003)
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - ii
Part 1 Launch Specifications
- --------------------------------------------------------------------------------
Part 1
LAUNCH SPECIFICATION
November 2006
- ARIANESPACE PROPRIETARY - -1-
Part 1 Launch Specifications
- --------------------------------------------------------------------------------
1. General
The standard characteristics of the Launch Vehicle, Launch Range, Launch
Operations, and of the Mission are described in the latest issue of the Ariane 5
User's Manual, "MUA 5".
2. Principal characteristics of the Launch
2.1 The Mission
ARIANE 5
- ---------------------------------------------------------------------------
Type of Mission : Single
Type of Orbit : Standard GTO
Altitude of Perigee : [***]
True altitude @ 1st Apogee : [***]
Inclination : [***]
Argument of Perigee : [***]
Separated Mass : [***]
Mass @ Lift-Off : Idem Separated Mass
S/C Separation Conditions : Optimised for the Mission
See MUA5 ss.2.9
- ---------------------------------------------------------------------------
2.2 Period, Slot, Day of the Launch
The Period, Slot and Day of Launch are defined according to the provisions of
Article 6 of the Terms and Conditions of the Agreement.
2.3 Launch Window
The Spacecraft Launch Window must be as wide as possible to allow for the
maximum operational flexibility. The Launch must be possible any day of the
Period or of the Slot. The Launch window shall be [***].
11/3/06 Proprietary Page 2/44
See title page for ITAR control of these data
Part 1 Launch Specifications
- --------------------------------------------------------------------------------
The launch period for each day of the year is shown in Table -1.
Based on the ARIANE reference orbit and time, the preliminary Launch Window will
be agreed upon by the customer and ARIANESPACE at the Preliminary Mission
Analysis Review RAM(P).
The final Launch Window, in terms of lift-off time, will be calculated by the
CUSTOMER based on orbit parameters at separation taken from the Final Mission
Analysis document.
The Final Launch Window will be agreed upon by the CUSTOMER and ARIANESPACE
before the Launch Vehicle Readiness Review (RAV). Any further modification is
subject to formal agreement between all Parties.
In case of launch postponement after filling operations, the CUSTOMER shall do
its best efforts to meet any new launch date set forth by ARIANESPACE.
3. Main Interfaces
All mechanical and electrical interfaces, i.e. physical dimensions, structural
stiffness, etc. shall be compatible with the ARIANE interfaces defined in the
MUA 5.
3.1 Mechanical Interfaces
3.1.1 Adapter Interface
Adapter (ACU) Interface: 1194 H +
------------------------------------------------------------
- ARIANESPACE PROPRIETARY - 3
Part 1 Launch Specifications
- --------------------------------------------------------------------------------
3.1.2 Spacecraft Volume
The Spacecraft is compatible with the following Volumes (TBC):
Medium fairing (TBC by Arianespace)
All fairing/ACY diameter volumes: 4.57m
3.1.3 Shock Environment
[***]
3.2 Electrical and RF Interfaces
The Umbilical Connectors are provided by the customer (the spacecraft
manufacturer).
ARIANE optional services:
Service Definition
-----------------------------------------------------------
Dry Loop command NO
Electrical command NO
Power supply NO
Pyrotechnic command NO
-----------------------------------------------------------
3.3 Modification to the applicable documents
No modification has been brought to the applicable documents in the frame of
these Technical Annexes.
Table 1 - Time and Launch Window for the TerreStar GTO Mission on ARIANE 5G
corresponding to an argument of Perigee of 0 degree
- ARIANESPACE PROPRIETARY - 4
Part 1 Launch Specifications
- --------------------------------------------------------------------------------
Reference Time (UT): instant of the first passage at orbit perigee, the first
passage may be fictitious if injection occurs beyond perigee.
Reference Orbit (osculating elements at first perigee, except for apogee
altitude):
Altitude of Perigee :
[***]
Altitude @ 6th Apogee : [***]
Inclination : [***]
Argument of Perigee : [***]
Longitude of descending Node : TBD
-----------------------------------------------------------------
Note: Arianespace and Space Systems/Loral agree to work concurrently at the
Kick-off Meeting to optimize the argument of perigee
- ARIANESPACE PROPRIETARY - 5
[***]
- ARIANESPACE PROPRIETARY - -6-
[***]
- ARIANESPACE PROPRIETARY - -7-
[***]
- ARIANESPACE PROPRIETARY - -8-
[***]
- ARIANESPACE PROPRIETARY - -9-
Part 2
ARIANESPACE TECHNICAL
COMMITMENTS
November 2006
- ARIANESPACE PROPRIETARY - -10-
Part 2 - ARIANESPACE Technical Commitments
- --------------------------------------------------------------------------------
ARIANESPACE shall provide the following Launch services using the ARIANE 5
Launch vehicle as described in the latest issue of the Ariane 5 User's Manual,
"MUA 5".
o Overall Launch Service management
o Launch Vehicle hardware and software supply
o Mission analysis
o Launch Vehicle Operations
o Launch site CUSTOMER support as described in Part 5
o Documentation and meetings as described in Part 4
Additions to the deliverables in this annex 1 are possible, subject to
negotiations and additional order(s) from the CUSTOMER as listed in Part 5.
1. Launch Service Management
ARIANESPACE shall provide overall management for the Launch services as
described in the MUA 5. The ARIANESPACE Program director will be the single
point of contact between the CUSTOMER and ARIANESPACE.
General Contract Management Contract amendments, payments, planning,
configuration control, documentation,
reviews, meetings, etc...
Launch Vehicle Production Test, acceptance, ...
including quality plan
Mission Analyses
Launch Base Operations
Ground and Flight Safety Interface with CSG for Safety Submissions
- --------------------------------------------------------------------------------
2. Launch Vehicle hardware and software Supply
ARIANESPACE shall supply the Hardware and Software to carry out the Mission,
complying with mission/launcher requirements as defined in part 1.
Launch Vehicle Hardware
Launch Vehicle Propellants
Payload Compartment
Passive Repeater [***]
One Flight Program
Spacecraft Adapter As per chapt.3.1.1. of Part 1, including
the corresponding separation system
- ARIANESPACE PROPRIETARY - -11-
Part 2 - ARIANESPACE Technical Commitments
- --------------------------------------------------------------------------------
Umbilical Interface Connectors As defined in chap. 3.2 of Part 1
Fairing As defined in chapt.3.1.2 of Part 1
Access Doors [***]
1 Mission Logo Artwork to be supplied at L-6 by customer
- --------------------------------------------------------------------------------
3. Mission Analysis
ARIANESPACE shall provide the mission analysis as described hereunder.
Trajectory Study Prelim. 1
Final 1
Separation Analysis (Clearance, Kinematics, Collision) Prelim. 1
Final 1
Orbit Characteristics & Dispersion Prelim. 1
Final 1
Dynamic Coupled Load Analysis Prelim. 1
Final 1
Thermal Analysis 1
Radiofrequency Compatibility Analysis Prelim. 1
Final 1
Support for S/C Design Reviews
S/C Orbit & attitude data from L/V telemetry (at S/C Separation)
Launch Evaluation Report [DEL]
- --------------------------------------------------------------------------------
4. Operations
ARIANESPACE shall supply Launch Vehicle operations as listed hereunder.
Launch Vehicle Operations All operations without the S/C
Combined Operations [POC] S/C - Launch Vehicle Integration
Countdown Execution Up to Lift-Off
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -12-
Part 2 - ARIANESPACE Technical Commitments
- --------------------------------------------------------------------------------
The ARIANESPACE Launch site CUSTOMER support for Spacecraft operations as well
as the ARIANESPACE optional services are described in Part 5.
The ARIANESPACE responsibility for documentation and meetings is described in
Part 4.
- ARIANESPACE PROPRIETARY - -13-
Part 3
CUSTOMER TECHNICAL
COMMITMENTS
November 2006
- ARIANESPACE PROPRIETARY - -14-
Part 3 - CUSTOMER Technical Commitments
- --------------------------------------------------------------------------------
1. General
To allow ARIANESPACE to timely prepare the Launch, the CUSTOMER shall make
available technical data and documentation, a comprehensive overview of
Spacecraft production planning, the Spacecraft and associated means as defined
in the ARIANE 5 User's Manual (MUA 5).
CUSTOMER shall ensure that the Spacecraft meets the requirements expressed in
Part 1.
At the Launch site, CUSTOMER and its subcontractors shall manage and perform all
Spacecraft activities relative to the Spacecraft preparation for Launch.
The CUSTOMER responsibility for documentation and meetings is described in Part
4.
2. Schedule Obligations
Depending on the Launch configuration, the Spacecraft shall be made available to
ARIANESPACE for the Combined Operations with the Launch Vehicle 10 or 8 working
days prior to the Launch, at the latest. The applicable date will be defined in
the Combined Operations Plan (P.O.C.) approved by the CUSTOMER.
The Spacecraft check-out equipment and the ARIANE 5 specific COTE (Check Out
Terminal Equipment) necessary to support the Spacecraft/Launch Vehicle on-pad
operations shall be made available to ARIANESPACE, and validated, two days prior
to operational use according to the approved POC, at the latest. The Spacecraft
check-out equipment and the ARIANE 5 specific COTE (Check Out Terminal
Equipment) will be available for removal from the launch table between one
working day (COTE compliant with an horizontal position handling capability) to
three working days after launch (COTE not compliant with a horizontal position
handling capability).
3. Spacecraft Propellants and Hazardous Products
Spacecraft propellants are provided by the CUSTOMER and his subcontractors. The
spacecraft propellants will be delivered to the CSG at the earliest two months
before and at the latest two weeks before the Spacecraft launch campaign.
The CUSTOMER and its subcontractors are responsible for the transport of the
propellants to the CSG in compliance with the International Maritime Dangerous
Goods (IMDG) rules.
- ARIANESPACE PROPRIETARY - -15-
Part 3 - CUSTOMER Technical Commitments
- --------------------------------------------------------------------------------
Disposal of hazardous products is not authorised and wastes must be repatriated
by the Customer after the campaign. The residual propellants and hazardous
products must be shipped back within one month after the launch Campaign.
- ARIANESPACE PROPRIETARY - -16-
Part 4
DOCUMENTATION AND
REVIEWS
November 2006
- ARIANESPACE PROPRIETARY - -17-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
1. Documentation
The description of main documentation to be issued by CUSTOMER and ARIANESPACE
in order to prepare the Mission can be found in the MUA 5.
1.1 DUA
In accordance with the MUA, the customer will issue the Application to Use
Ariane [DUA], which contains the essential requirements and information for the
correct execution of the Launch Service.
1.2 DCI
Based on the DUA Inputs, ARIANESPACE will issue the Interface Control Document
[DCI] between the Spacecraft and the Launch System. This first Issue 0 will be
discussed, updated, approved, and signed as Issue 1 by the CUSTOMER and
ARIANESPACE.
The DCI Issue 1 will be maintained under formal Configuration Control until the
Launch, and becomes the unique working document for all technical interfaces
between the Spacecraft and the Launch System.
The DCI Issue 2, specific to each Spacecraft Launch, is prepared and released
following the relevant Final Mission Analysis Review (RAMF).
1.3 Mission Analysis Documentation
The CUSTOMER and ARIANESPACE will issue input and output data related to the
Mission, the Qualification and Acceptance process of the Spacecraft, Operations
and Safety, respectively. These documents (as described in tables hereunder) are
intended to:
o Specify the Mission Requirements
o To demonstrate the compatibility of the ARIANE mission with the CUSTOMER
requirements.
o To demonstrate the compatibility of the Spacecraft with the ARIANE flight
environment and specifications.
The timely availability and validity of such documentation, especially Mission
Analysis Inputs, is essential for the preparation of the Launch. Therefore,
where review and/or approval are required, turn around time of documents should
be less than 2 weeks.
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -18-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
The documentation deliverables between ARIANESPACE and Customer are summarized
in the following paragraphs. Except where otherwise specified, "L" (in months)
represents the first day of the latest agreed Launch Period, or Slot, as
applicable.
1.4 Documentation to be issued by ARIANESPACE
ARIANESPACE shall deliver to Customer the documentation listed in the table
hereunder. Any changes to these requirements shall be agreed by the Parties,
shall be documented through the milestones list or meetings minutes and will not
require a change to these Technical Annexes. The TBD dates shall be agreed
between ARIANESPACE and the Customer when considering the short term planning to
execute the contract
Customer
Ref. Document Date Action(1) Remarks
- -----------------------------------------------------------------------------------------------
1 Interface Control Document (DCI):
Issue 0 L - 13 R
Issue 1, rev 0 L - 11 A After RAMP
Issue 2, rev 0 L - 2 A After RAMF
2 Preliminary Mission Analysis Documents L - 11.5 R
3 Thermal Analysis report L - 5 R
4 Final Mission Analysis Documents L - 3.5 R
(including Final CLA results)
5 Interleaved Operations Plan (POI) L - 3 R At RAMF
6 Range Operations Document (DL) L - 3 I
7 Combined Operations Plan (POC) L - 7 A
weeks
8 Countdown sequence L - 2 R
weeks
9 Safety Statements:
Phase 1 reply L - 13 R
Phase 2 replies 3 months R
after
submission
Phase 3 reply L-2 R
10 Injection Data 30 minutes I
after
separation
11 Launch Evaluation Document (DEL) (2) I
- -----------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -19-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
(1) A Approval; R Review; I Information;
(2) 1.5 months after Launch, or 1 month after receipt of the orbital tracking
report from the Customer, whichever is later.
1.5 Documentation to be issued by Customer
Customer shall deliver to ARIANESPACE the documentation listed in the table
hereunder. Any changes to these requirements shall be agreed by the Parties,
shall be documented through the milestones list or meetings minutes and will not
require a change to these Technical Annexes.
ARIANESPACE
Ref. Document Date Action(1)
- --------------------------------------------------------------------------------
1 Application to use Ariane DUA L - 14 R
Safety Submission Phase 1 L - 14 A
2 S/C Dynamic model (preliminary) L - 14 R
According to SG-0-01
3 Safety submission Phase 2 L - 13 A
4 S/C mechanical environment Test plan L - 14 A
5 S/C thermal model according to SG-1-26 L - 12 R
6 S/C Launch Operations Plan (POS) L - 7 R
7 S/C dynamic model (final) according to SG-0-01 L - 6 R
8 Updated S/C data for final mission analysis L - 6 R
9 S/C operations procedures applicable at L - 6 A
CSG, including Safety Submission Phase 3
10 Environmental Testing: Instrumentation L - 5 A
plan, notching plan, test prediction for
Sine test & test plan for Acoustic test
according to A4-SG-0-P-01
11 S/C final Launch window L - 3,5
12 S/C mechanical environment tests results L - 2,5 A
according to A4-SG-0-P-01
13 Final S/C mass properties L - 7 R
days
14 Orbital Tracking report (orbit parameters 2 weeks I
at separation) after
Launch
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -20-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
(1) A Approval; R Review; I Information;
2. Meetings
2.1 Interface Meetings
The CUSTOMER and ARIANESPACE agree to meet as often as necessary to allow for
good and timely execution of all activities related to the preparation of the
Launch. A guideline is presented in following Table 1.
The responsible managers of the CUSTOMER and ARIANESPACE shall agree exact
dates, locations, agendas and participation upon sufficiently in advance, on a
case by case basis.
For all meetings taking place at the CUSTOMER's contractor premises, the
CUSTOMER will obtain necessary clearance for ARIANESPACE and their nominated
contractor(s) personnel. Similarly, ARIANESPACE will obtain clearances for
Customer(s) and Customer Contractor(s) personnel for meetings/visits at
ARIANESPACE and its Contractor(s) premises.
It is understood that during the interface meetings, a review of contractual and
general management items will be performed, i.e. planning, milestones, changes,
financial matters as applicable. The CUSTOMER and ARIANESPACE will be free to
invite their contractors to the interface meetings.
2.2 Launch Vehicle Standard Reviews
The CUSTOMER will be invited to the following Launch Vehicle Reviews:
o Launch Vehicle Flight Readiness Review [RAV] prior to the start of the
Launch Campaign.
o POC Readiness Review [BT POC] prior to the start of the Combined
Operations Plan.
o Launch Readiness Review [RAL] at D-2 before Launch.
o Immediate Post Flight Review [CRAL] at D+1.
The review documentation will be handed out to the CUSTOMER at each of these
reviews.
2.2.1 Launch Vehicle Flight Readiness Review (RAV)
This review is performed about 2 months before the Launch and allows ARIANESPACE
Management to authorise the start of the Launch Vehicle campaign. CUSTOMER is
formally invited to attend.
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -21-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
The review is co-chaired by the ARIANE Production Project Manager (CPAP) and the
Launch Vehicle Quality Synthesis Responsible (RSQL).
At that time, all flight hardware, stages, vehicle equipment bay, fairing,
SYLDA5 and adaptors, are reviewed, through comprehensive documentation
(available at Arianespace). The documentation covers, but is not limited to,
hardware identification, performance test results and major waivers, anomalies
and failures during tests, life limitations, on-going production status of same
equipment, etc... The Payload status is also presented (mission, flight program,
waivers, etc...).
The RAV documentation will be made available to CUSTOMER during the review.
2.2.2 POC Readiness Review (BT POC)
This review is performed before the start of the Combined Operations (POC). It
allows ARIANESPACE Management to authorise the start of the Combined Operations
(POC) between the Launch Vehicle and the Spacecrafts. The CUSTOMER is required
to provide a Spacecraft readiness status to start the POC activities.
The review is chaired by the Ariane Mission Director (CM) and it covers the
readiness status with respect to the POC activities of:
The Launch Vehicle, (including RAF debriefing)
The Ariane Launch Complex (ELA),
The Spacecraft.
All participants to the Review receive a comprehensive set of summary documents
presenting the readiness status of all the parties.
The Launch Vehicle Functional Review (RAF) is an internal ARIANESPACE review of
the Launch Vehicle status before the transfer of the Launch Vehicle to the BAF.
2.2.3 Launch Readiness Review (RAL)
This review takes places at the launch site at D-2, i.e. two days before the
Launch day. It allows ARIANESPACE Management to authorise the start of the
Launch Vehicle filling operations and the final countdown. CUSTOMER is requested
to attend; in any case, the final Spacecraft flight readiness status is
required.
A pre-RAL meeting will be organised by ARIANESPACE prior to the actual review in
order to:
o Inform the CUSTOMER of the significant items that will be presented in the
RAL,
o Provide any additional clarification that may result from previous written
questions raised by the CUSTOMER.
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -22-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
The review is co-chaired by the Ariane Production Project Manager (CPAP) and the
Launch Vehicle Quality Synthesis Responsible (RSQL). It covers the launch
readiness of:
The Launch Vehicle,
The Ariane Launch Complex (ELA),
The Launch Base (CSG),
The Spacecraft and its associated ground support network.
All participants to the Review receive a comprehensive set of summary documents
presenting the readiness status of all the parties.
No further presentation meeting, dealing with the RAL content, will be organised
after the RAL has authorised to proceed with the Launch Vehicle filling
operations.
Nevertheless, in the event of significant anomalies occurring after the RAL,
necessary meetings may be organized.
2.2.4 Immediate Post Flight Review (CRAL)
This review is performed the day after the Launch. ARIANESPACE provides the
first flight data evaluation after the flight.
The CUSTOMER is invited to attend and provide the Spacecraft status after
separation and acquisition by the ground stations.
2.3 Spacecraft Reviews
ARIANESPACE will be invited to attend the Spacecraft Qualification/ Acceptance/
Flight Readiness and/or Pre-Shipment Review.
2.4 Quality Reporting
Quality in Production, Operations and Organization has been given a top
priority, directly driven and monitored by the General Management of
ARIANESPACE.
The ARIANESPACE QUALITY MANUAL translates this commitment in terms of operating
principles, method and functioning rules
The information given to the CUSTOMER is subject to the confidentiality
provisions described in Article 16 of the Agreement.
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -23-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
2.4.1 Quality Meetings
[***]
2.4.2 Failure Reporting
All non conformances and incidents are processed in accordance with the
ARIANESPACE QUALITY MANUAL. Any incident during integration or test is
registered in the log book of the equipment concerned.
Assessment of incidents is performed systematically by reliability services of
the contractors and by the Industrial Architect.
In case of significant anomalies, visits to main contractor facilities may be
organized, if necessary.
Significant incidents are also reported systematically during RAV and RAL
reviews.
2.4.3 Reliability
Reliability predictions are continuously updated, taking into account any new
data or configuration changes.
Reliability information is made available to CUSTOMER during reviews.
2.5 Launch Vehicle campaign meetings at the Launch Base
During the Launch Vehicle Campaign, CUSTOMER is invited to attend the daily
Launch Vehicle BAF Campaign meetings. These meetings are held in French.
In case of a major anomaly or incident, a specific dedicated meeting is
organised with the Launch Vehicle and Quality authorities to understand the
anomaly or incident, and to present the corrective action plan.
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -24-
Part 4 - Documentation and Reviews
- --------------------------------------------------------------------------------
Table 1 - ARIANESPACE/CUSTOMER - Interface Meeting Schedule
Mtg Title Date(1) Subjects(2) Location(3)
- -------------------------------------------------------------------------------------------------------
1 Contractual Kick-Off Meeting L - 14 M-E C
2 DUA Review L - 13.5 M-E-O-S E
3 First DCI Review L - 13 M-E-O-S X
Review of Safety Submission Phase 1
Preliminary Mission Analysis Kick-Off
4 DCI Signature L - 11 M-E-O E
5 Prelim. Mission Analysis Review [RAMP] L - 11 M-E-O-S E
Safety Submission Status
DCI Review
6 Preparation of S/C Operations Plan [POS] L - 11 M-O-S K or C
DCI Review
7 Review of S/C Operations Plan [POS] L - 6 M-O-S K
Preparation of Interleaved Ops Plan [POI].
Security aspects
DCI Review
8 Final Mission Analysis Review [RAMF] L - 3 M-E-O-S E
9 Campaign Preparation: Final Meeting L - 3 M-O-S E
10 Range Configuration Review (4) M-O-S K
11 POC Readiness Review (5) M-O-S K
- -------------------------------------------------------------------------------------------------------
(1) Meeting target dates are given, taking into account the respective
commitments of both parties for the delivery of the documentation as
described in this annex 1 parts 2 & 3.
Dates are given in months, relative to L, where L is the first day of
the latest agreed Launch period or Slot, as applicable.
(2) M Management ; E Engineering ; O Operations ; S Safety
(3) E Evry ; K Kourou ; C CUSTOMER HQ ; X Contractor Plant
(4) To be held at Spacecraft Team arrival in Kourou
(5) To be held the day before the agreed day for starting the POC
Operations
- ARIANESPACE PROPRIETARY - -25-
Part 5
GENERAL RANGE SUPPORT
(GRS) AND OPTIONAL
SERVICES
November 2006
- ARIANESPACE PROPRIETARY - -26-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
1. General Range Support
The General Range Support provides the CUSTOMER, on a lump sum basis, with a
number of standard services and standard quantities of fluids (see List
hereafter). Request(s) for additional services and/or supply of additional
fluids exceeding the scope of the GRS can be accommodated, subject to
negotiation between ARIANESPACE and the CUSTOMER.
Technical Definitions are in the MUA. Further technical details and data can be
found in the EPCU Manual.
Except where otherwise specified, "L" (in months) represents the first day of
the latest agreed Launch Period, or Slot, as applicable.
Price (kC) Terms
---------------------------------------------------------------
Up to 35 calendar days: 50% at L - 6
[***]
Extension beyond 35 days 50% at L - 2
[***] /day if Caused by
Customer
---------------------------------------------------------------
1.1 Transport Services
CUSTOMER Personnel -> Transport from and to Rochambeau Airport and
& Luggage Kourou at arrival and departure, as necessary.
Spacecraft & Equipment -> Subject to advanced notice and performed nominally
Transport (1) (2) within normal CSG working hours (2 shifts of 8
hours per day, between 6 am and 10 pm from Monday
to Friday).
-> Availability outside normal working hours,
Saturdays, Sundays, and Public Holidays subject to
negotiation, to advance notice and to agreement of
local authorities.
-> From Cayenne to CSG and return.
-> Various Freight Categories (standard, hazardous,
fragile, oversized loads, low speed drive, etc...)
-> Limited to 12 10 ft pallets (or equivalent) in 2
batches (plane or vessel)
Spacecraft Inter-Site -> All CSG Inter-Site Transportsof the Spacecraft
Transport (2) either inside the S/C container, the ARIANE
Payload Container [CCU], or encapsulated inside
the Launch Vehicle Composite.
Inter-Site Equipment -> All CSG Inter-Site Transports of CUSTOMER
Transport (2) Equipment.
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -27-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
Logistics Support -> Support for Shipment and Customs procedures for
the Spacecraft and its associated equipment, and
for personal luggage and equipment transported as
accompanied luggage.
- --------------------------------------------------------------------------------
(1) The following is included in the Transport Service:
-> Co-ordination of Loading/ Unloading activities
-> Transport from Rochambeau Airport and/or Degrad-des-Cannes harbour to
CSG
-> Return to Airport/Harbour 3 working days after Launch
-> Depalletisation of Spacecraft Support Equipment on arrival to CSG, and
dispatching to the various working areas.
-> Palletisation of Spacecraft Support equipment prior to departure from
CSG to Airport/Harbour,
-> All work associated with the delivery of freight by the Carrier at
Airport/Harbour,
-> CSG Support for the installation and removal of the Spacecraft
Check-Out Equipment.
The following is NOT included in the Transport Service:
-> The "octroi de mer" tax on equipment permanently imported to Guyana,
if any.
-> Insurance for Spacecraft and its associated Equipment
(2) The maximum temperature to which containers and packing may be exposed
during any transport is 35(degree) C.
- --------------------------------------------------------------------------------
1.2 Payload Preparation Facilities
The Payload Preparation Complex, with its personnel for support, may be used
simultaneously by several customers. Specific facilities are dedicated to the
CUSTOMER on the following basis:
Range Operations -> Normal working hours are based on 2 Shifts of 8
hours per day, between 6:00 am and 10:00 pm from
Monday to Friday
-> Shifts Work out of normal working hours, Saturday,
Sunday or Public Holiday is possible, but subject
to negotiations and agreement of Local
Authorities. (No shifts on Sunday and Public
Holiday in hazardous zone)
EPCU Facilities -> Spacecraft Preparation (Clean Room) 350 m(2)
Standard Conditions for -> Filling Hall Dedicated
Temp. and relative
Humidity do not exceed -> Lab for Check-Out Stations (LBC) 110 m(2)
24(degree)C and 60%,
respectively. -> Offices and Meeting Rooms 150 m(2)
- ARIANESPACE PROPRIETARY - -28-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
Access to the EPCU area -> Restricted to authorised personnel only,
permanently controlled by Range Security.
-> Access to offices, checkout stations, and clean
rooms, is controlled through a dedicated
electronic card system.
-> Clean rooms are permanently monitored by a CCTV
camera.
Access outside normal -> Access to Offices and LBC beyond normal working
Working Hours -> hours is subject to negotiation with no charge to
the customer if no ARIANESPACE technical support
is required.
-> Access to the Clean rooms beyond normal working
hours is subject to negotiation with the following
restrictions:
o Advanced Notice
o No Range Support provided
o No hazardous Operations or external hazardous
constraints
o Crane utilisation only by certified personnel
o No changes to the Facilities Configuration
Schedule Restrictions -> Launch Campaign Duration is limited to 35 calendar
days, from S/C arrival in Guyana, to actual
departure of associated equipment.
-> Extension is possible, but is subject to
negotiations.
-> Spacecraft ground Support Equipment must be ready
to leave the range within 3 working days after the
Launch.
-> Transfer of S/C and its associated Equipment to
the spacecraft filling facilities normally no
earlier than 21 calendar Days before Launch
-> After S/C transfer to spacecraft filling facility,
and upon request by ARIANESPACE, the Spacecraft
Preparation Clean room may be used by another S/C
-> Evacuation of equipment from Clean room 24H after
departure of S/C
Standard MGSE -> As described in EPCU Manual
No-Break Power Supply
-> LBC 20 kVA to 30 KVA
-> Spacecraft Filling Building 15 kVA to 30 KVA
Calibration Equipment -> Launch Pad & BAF 15 kVA
Storage
-> As described in EPCU Manual
-> Any storage of equipment during the Campaign
-> Two additional months for propellant storage
-> Two additional months for AKM storage
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -29-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
1.3 Communication Links
The following communication services between the different Spacecraft
preparation facilities will be provided for the duration of a standard campaign
(including technical assistance for connection, validation and permanent
monitoring):
Service Type Remarks
- ----------------------------------------------------------------------------------------
RF- Link S/C/Ku band 1TM / 1TC through optical fiber
Baseband Link S/C/Ku band 2 TM / 2TC through optical fiber
Data Link Romulus Network, V11 and V24 for COTE monitoring & Remote
control
Ethernet Planet Network, 10 Mbits/sec 3 VLAN available per Project
Umbilical Link Copper lines 2x37 Pins for S/C umbilical &
2x37 Pins for Auxiliary
Equipment.
Internet Connection to Local Provider
Closed Circuit TV As necessary
Intercom System As necessary
Paging System 5 beepers per Project
CSG Telephone As necessary
Telephone Links (1)
International With Access Code As necessary
ISDN (RNIS) links Subscribed by Customer Routed to dedicated Customer's
working zone
Facsimile in offices (1) 2
Video Conference (1) Shared with other users As necessary
- ----------------------------------------------------------------------------------------
(1) Traffic to be paid, at cost, on CSG invoice after the campaign.
1.4 Analyses
Service Type Remarks
- --------------------------------------------------------------------------------
Chemical Analyses Propellants, except Xenon [***]
Gas & fluids particles [***]
Clean room organic deposit Continuous, one weekly report
Particle Count Clean Room monitoring Continuous, one weekly report
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -30-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
1.5 Operations
Service Type Remarks
- --------------------------------------------------------------------------------
S/C Weighing Calibrated weights Available as necessary
Adaptor Fit Check Mechanical and / or electrical Available
- --------------------------------------------------------------------------------
1.6 Fluid Deliveries
Fluid Type Quantity
- --------------------------------------------------------------------------------
GN2 N50 dedicated local network As necessary available at
190 bar
GHe N55 dedicated local network As necessary, available at
350 bar or 180 bar
LN2 As necessary
IPA MOS-SELECTIPUR As necessary
Water Demineralised As necessary
- --------------------------------------------------------------------------------
Any requirement different from the standard fluid delivery (different fluid
specification or specific use) is subject to negotiation.
1.7 Miscellaneous
No-break power 10 UPS 1.4 kVA at S1 or S5 offices for Customer
PCs
Copy machines 2 in S1 or S5 Area (1 for secretarial duties, 1
for extensive reproduction); paper provided
Chemical waste disposal Disposal of products is not authorised and
wastes must be repatriated by the Customer
Technical photos and film [***]
processing
- --------------------------------------------------------------------------------
Video transmission [***]
- --------------------------------------------------------------------------------
Launch Campaign DVD Launch Campaign and Launch coverage (, PAL )
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -31-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
1.8 Additional Services
Bilingual Secretary [***]
- --------------------------------------------------------------------------------
Room Reservation Recommended in the MERCURE Hotel
resorts at Customer's request (cancellation
charges, if any, under Customer's
responsibility), through Free-Lance Service
support
Customer and S/C For other housing, rental cars, flight
contractor assistance reservations, banking, off duty & leisure
activities through Free-lance service support
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -32-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
2. Options ordered by the Customer
In addition to the deliverables in the GRS, the following options have been
ordered by the Customer:
Prices are given in thousands of Euro [k(euro)], on a firm fixed price basis,
for a Launch in [***].
Option Price Terms of
No. Item (kC) Payment
- --------------------------------------------------------------------------------
A Additional Flight Hardware
A15 RF transmission through the payload [***]
compartment (either RF window or SRP)
B Mission Analyses
To be selected in the applicable "General
Range Support and Optional Services" List
C Interface Tests
C11 Fit-check (mechanical/electrical) with ground [***]
test hardware in Kourou, including:
Loan of :
o Flight standard adaptor, mechanically and
electrically equipped
o Flight standard separation system
o Set of ground bolts
o Associated ground support equipment
D Range operations
D 20 o Bilingual Secretary [***]
D 23 o Transmission of TV Launch coverage to [***]
the point of reception requested by Customer
E Quality reporting
To be selected in the applicable "General [***]
Range Support and Optional Services" List
- ARIANESPACE PROPRIETARY - -33-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
F Miscellaneous
To be selected in the applicable "General
Range Support and Optional Services" List
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -34-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
3. Additional Options available to the Customer
In addition, the following options may be ordered by the Customer:
Prices are given in thousands of Euro [k(euro) US], on a firm fixed price basis,
for a Launch in [***].
Latest Date
for option
Price request (in
Optional services Ref. # (kC) months)
- ------------------------------------------------------------------------------------------------------------------
A - Launch Vehicle Hardware
o Redundant pyrotechnic command delivered by VEB to A 10 [***] [***]
Spacecraft system (one triple command, current > 3A or > 5A)
o Redundant electrical command delivered by VEB to spacecraft (One) A 11 [***] [***]
o Dry loop command delivered by VEB to spacecraft (one) A 12 [***] [***]
o Spacecraft GN2 purge (according to demand) A 13 [***] [***]
o Specific access door A 14 [***] [***]
B - Mission Analysis
Any additional Mission Analysis study or additional flight program requested or
due to any change induced by CUSTOMER:
o Preliminary CLA B 10 [***] [***]
o Preliminary trajectory and separation B 11 [***] [***]
o Preliminary EMC B 12 [***] [***]
o Re-run final CLA B 13 [***] [***]
o Re-run final trajectory and separation B 14 [***] [***]
o Final EMC B 15 [***] [***]
o Re-run Thermal analysis B 16 [***] [***]
o Re-run flight Program B 17 [***] [***]
- ------------------------------------------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -35-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
Latest Date
for option
Price request (in
Optional services Ref. # (kC) months)
- ------------------------------------------------------------------------------------------------------------------
C - Interface Tests
Note : Any loan or purchase of equipment (adaptor, clamp-band, bolts,
separation pyro set) can be envisaged and is subject to previous test
plan acceptance by ARIANESPACE
Fit-check (mechanical/electrical) with ground test C 10 [***] [***]
hardware at CUSTOMER premises, including:
Loan of :
o Flight standard adaptor, mechanically and electrically
equipped
o Flight standard separation system
o Set of ground bolts
o Associated ground support equipment
ARIANESPACE support for interface test (4 days max.).
Equipment transport and personnel travel expenses, corresponding to
the incurred cost, will be invoiced to the Customer
Fit-check (mechanical/electrical) with ground test hardware in C 11 [***] [***]
Kourou, including:
Loan of :
o Flight standard adaptor, mechanically and electrically
equipped
o Flight standard separation system
o Set of ground bolts
o Associated ground support equipment
Fit-check (mechanical/electrical) with ground test hardware and C 15 [***] [***]
Shock test (one of) at CUSTOMER premises, including:
Loan of :
o Flight standard adapter, mechanically and electrically
equipped
o Flight standard separation system
o Set of ground bolts
o Set of clamp-band catchers
o Associated ground support equipment
o Pyrotechnic test hardware
o Spares
- --------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -36-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
Supply of consumable material for one test (separation system) :
o Set of igniters
o Set of bolt cutters
o Set of flight bolts
o Set of clamp-band catchers
ARIANESPACE support for interface test (4 days max.)
Equipment transport and personnel travel expenses, corresponding
to the incurred cost, will be invoiced to the Customer
- ------------------------------------------------------------------------------------------------------------------
*Shall be included in the price if the fit check/shock test is dictated by
Contractor changes to the adapter or separation system.
- ARIANESPACE PROPRIETARY -
-37-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
Latest Date
for option
Price request (in
Optional services Ref. # (kC) months)
- ------------------------------------------------------------------------------------------------------------------
D - Range Operations and services
o Campaign extension above contractual duration caused by D 10 [***] [***]
the customer
Per day :
o Additional shipment of spacecraft support equipment from D 11 [***] [***]
Cayenne to CSG, one way (see conditions in the General Range
Support description): One trailer for 1 to 3 ten feet pallet or
container per trailer.
o Extra working shift for S/C and equipment arrival D 12 [***] [***]
Per shift (8 hours):
o Extra working shift, before beginning of hazardous POC D 13 [***] [***]
operations requestedd by the customer
Per shift (8 hours):
o Extra working shift, after beginning of hazardous POC D 14 [***] [***]
operations requested by the customer
Per shift (8 hours):
o Chemical analysis for propellant except Xenon D 15 [***] [***]
o Chemical analysis for Gas & particles D 16 [***] [***]
o Spacecraft balancing D 17 [***] [***]
o Spacecraft weighing D 18 [***] [***]
o Technical photos D 20 [***] [***]
o Film processing D 21 [***] [***]
o Transmission of TV Launch coverage to Paris D 22 [***] [***]
o On board camera D 24 [***] [***]
o Internet video corner during the Spacecraft campaign D 25 [***] [***]
o Access to offices and LBC outside working hours without D 26 [***] [***]
ARIANESPACE/CSG support during the campaign duration
- ------------------------------------------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -38-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
Latest Date
for option
Price request (in
Optional services Ref. # (kC) months)
- ------------------------------------------------------------------------------------------------------------------
E - Quality Reporting
A dedicated access right and adequate visibility on the Quality E 10 [***] [***]
Assurance (QA) system can be given through the steps listed below :
o Quality System Presentation
A Quality System Presentation (QSP) is included in the agenda of the
contractual Kick-off Meeting. This general presentation explicitly
reviews the Product Assurance provisions defined in the ARIANESPACE
QUALITY MANUAL.
o Quality Status Meeting
A specific Quality Status Meeting (QSM) may be organized about 12
months before the Launch with special emphasis on major Quality and
Reliability aspects (including failure reporting), relevant to the
CUSTOMER Launch Vehicle batch. In addition, visits to main contractor
facilities may be organized, if necessary.
o Quality Status Review
A Quality Status Review (QSR) may be organized about four months
before the Launch to review the CUSTOMER Launch Vehicle hardware.
In the same time frame, and if necessary, special assistance is
provided to the CUSTOMER to facilitate his understanding of the
ARIANE Quality Documentation that builds up progressively.
The information given to the CUSTOMER is subject to the
confidentiality provisions described in Article 16 of the Agreement.
- ------------------------------------------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -39-
Part 5 - GRS and Optional Services
- --------------------------------------------------------------------------------
Latest Date
for option
Price request (in
Optional services Ref. # (kC) months)
- ------------------------------------------------------------------------------------------------------------------
F - Miscellaneous
- ------------------------------------------------------------------------------------------------------------------
- ARIANESPACE PROPRIETARY - -40-