Exhibit 10.1
DCA100-01-C-3001
Indemnification
Contract
Iridium Satellite LLC (“IS”)
The Boeing Company (“Boeing”), Motorola, Inc.
(“Motorola”) and the United States (“the
Government”) make this contract to support the transfer of
ownership and control of the Iridium Communications System
(hereafter “ICS”). As used in this contract, the
“Iridium Communications System” or “ICS”
shall mean the complete integrated satellite-based digitally
switched communications system originally deployed by Motorola,
including some non-functioning satellites (i.e., those listed in
Annex A) or components thereof in orbit. For purposes of this
contract, the ICS does not include and shall in no event be
interpreted to include (a) any subscriber equipment (b) activities
of the Satellite Network Operation Center (SNOC) except those that
are directly related to the operation, maintenance or de-orbit of
satellites or (c) operations of the government’s gateway
under contract DCA100-97-D-0001.
WHEREAS IS has submitted a bid to the
Bankruptcy Court for the Southern District of New York to acquire
assets of Iridium LLC, and intends to contract with Boeing to serve
as operator of the system; and IS, as the successor owner, and
Boeing, as the successor operator, will continue to operate ICS,
which will provide important communications services to the
Government, as well as communications services to commercial users;
and
WHEREAS if this proposed transfer does
not occur, Motorola intends to de-orbit ICS satellites immediately,
a risk covered by insurance that will not continue after transfer
of Iridium to IS; and Motorola will agree to support the transfer
to IS only if the Government agrees to indemnify Motorola against
certain risks arising from continued operation of ICS, and from the
de-orbit of any or all, or any part, of the ICS satellites in the
constellation after the transfer; and
WHEREAS IS will obtain Satellite
Liability Insurance (in substantially the same form as the copy
attached hereto) naming IS, Boeing, Motorola and the Government as
insureds and IS warrants that this policy represents the maximum
insurance coverage available; and
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WHEREAS Motorola will obtain Aviation
Products-Completed Operations Liability Insurance (in substantially
the same form as the copy attached hereto); and
WHEREAS Boeing has an Aviation and Space
Liability insurance policy (Certificate of insurance coverage
attached hereto); and
WHEREAS, subject to the execution of this
contract, Motorola will agree to support the transfer of assets of
ICS to IS, and IS, under a contract with Boeing, intends to operate
ICS and to provide service to the Government under a separate
contract the terms of which are to be negotiated; and
WHEREAS Boeing, under an agreement with
Motorola that has been executed and placed into escrow (copy
attached), has agreed, in certain situations as defined in the
agreement, to be responsible for third party liability and to
indemnify Motorola, to the extent that the liability arises from
Boeing’s failure to properly perform its obligations under
its contract with Iridium Constellation LLC, a subsidiary of IS,
for operation of the ICS; and
WHEREAS the Government has determined
that this contract will facilitate the national defense.
NOW THEREFORE, the parties agree as
follows:
1.
IS agrees to maintain satellite liability
insurance at the maximum commercially available limits, but in no
case less than the coverage represented in the attached policy,
and, unless otherwise agreed to by the Government, with the same
terms and conditions as the attached Satellite Liability Insurance
policy, naming Motorola and the Government as additional insureds,
until all ICS satellites (i.e., space vehicles as listed in Annex
A) or any parts thereof have come to rest on the earth’s
surface.
2.
Boeing agrees to maintain its Aviation
and Space Liability insurance policy for as long as it is the
operator of ICS for IS. Boeing also agrees that while it is the
operator of the ICS for IS it will ensure that the insurance listed
in paragraph 1., above is maintained by IS and, if for any reason
its efforts are unsuccessful, Boeing agrees to pay the insurance
premiums on behalf of IS.
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3.
The Government may, in its sole
discretion, require IS and Boeing, or either of them, to
immediately de-orbit the satellites at no expense to the Government
in the event of any of the following:
a.
IS’s failure to pay insurance
premium,
b.
IS’s bankruptcy,
c.
sale or transfer of IS or any major asset
in the ICS,’
d.
IS fails to maintain insurance as
required in paragraph 1. above,
e.
IS changes the operator of the system
from Boeing,
f.
IS fails to make a notification required
by paragraph 4 below,
g.
any time after eight years and six months
after the effective date of this contract. Provided, however, the
Government may consider a request by IS to postpone exercise of
this right. Any postponement must be based on (i) a determination
that the satellites that are requested to remain in orbit are
unlikely to become uncontrollable during the postponement period,
and (ii) a determination that IS has paid for and Motorola has
acquired and will maintain Aviation Products-Completed Liability
Insurance as provided under paragraph 5.(c)(1) of this contract
(even if for a period beyond ten years from the effective date of
this contract), or
h.
the Government may require the de-orbit
of any individual functioning satellite that has been on orbit for
more than seven (7) years. Provided, however, the Government may
consider a request by IS to postpone exercise of this right. Any
such request must be accompanied by a written engineering opinion
by Boeing, or the then authorized operator, that (i) the
satellite’s attitude control systems remain in good working
order, (ii) the amount of fuel remaining is sufficient to maintain
attitude control under normal working circumstances for at least
one year and to complete de-orbit maneuvers; and (iii) the
satellite has sufficient mission and system communication
capability to enable the satellite to function within the ICS. IS
and Boeing agree to notify the Government in writing of any
material change in facts that would impact the conclusions of the
opinion. Any postponement must (i) be based on a
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determination that the satellite that is
requested to remain in orbit is unlikely to become uncontrollable
during the postponement period, (ii) a determination that IS has
paid for and Motorola has acquired and will maintain Aviation
Products-Completed Liability Insurance as provided under paragraph
5.(c)(1) of this contract (even if for a period beyond ten years
from the effective date of this contract), and (iii) contain a date
certain when the satellite will be de-orbited, or reconsidered for
postponement under this subsection.
4.
IS agrees to notify the Government
immediately of any filing for bankruptcy. IS also agrees to notify
the Government no later than sixty (60) days before the sale or
transfer of the company or of any majo
