-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwFJHU1JITot6gpuyq3q4MmM/ehaHg/c2ZBrbUuDRETJlQwfQftNit0z1jiYAeIP jC9ByV1gtR5kChFvi35ePg== /in/edgar/work/0000891020-00-001793/0000891020-00-001793.txt : 20001013 0000891020-00-001793.hdr.sgml : 20001013 ACCESSION NUMBER: 0000891020-00-001793 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20001012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICO TELEDESIC GLOBAL LTD CENTRAL INDEX KEY: 0001120969 STANDARD INDUSTRIAL CLASSIFICATION: [4899 ] IRS NUMBER: 912026902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-46230 FILM NUMBER: 738925 BUSINESS ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258288499 MAIL ADDRESS: STREET 1: 2300 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ICO GLOBAL COMMUNICATIONS HOLDINGS LTD CENTRAL INDEX KEY: 0001121610 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-46230-01 FILM NUMBER: 738926 BUSINESS ADDRESS: STREET 1: 2 CHALKHILL RD STREET 2: LONDON W6 8AW CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: 2 CHALKHILL RD STREET 2: LONDON W6 8AW CITY: UNITED KINGDOM STATE: X0 ZIP: 00000 S-4/A 1 v64075a1s-4a.txt AMENDMENT NO.1 TO S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 12, 2000 REGISTRATION NO. 333-46230/46230-1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ------------------------ AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED ------------------------ ICO-TELEDESIC GLOBAL LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4899 (STATE OR OTHER JURISDICTION OR (PRIMARY STANDARD INDUSTRIAL INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE)
2300 CARILLON POINT KIRKLAND, WASHINGTON 98033 (425)828-8016 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) C. JAMES JUDSON, ESQ. 2300 CARILLON POINT KIRKLAND, WASHINGTON 98033 (425) 828-8499 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS) NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 4899 (STATE OR OTHER JURISDICTION OR (PRIMARY STANDARD INDUSTRIAL INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE)
COMMONWEALTH HOUSE 2 CHALKHILL ROAD HAMMERSMITH, LONDON W68DW ENGLAND 011-44-20-8600-1014 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) C. JAMES JUDSON, ESQ. 2300 CARILLON POINT KIRKLAND, WASHINGTON 98033 (425) 828-8016 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS) ------------------------ IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES, ORDERS AND COMMUNICATIONS TO: MICHAEL MCARTHUR-PHILLIPS WILLIAM A. GROLL LINDA A. SCHOEMAKER BENJAMIN G. WOLFF DANIEL EPSTEIN S. PAUL SASSALOS DAVIS WRIGHT TREMAINE LLP CLEARY, GOTTLIEB, STEEN PERKINS COIE LLP 24TH FLOOR & HAMILTON 1201 THIRD AVENUE 1300 S.W. FIFTH AVENUE ONE LIBERTY PLAZA 40TH FLOOR PORTLAND, OREGON 97204 NEW YORK, NEW YORK 10006-1470 SEATTLE, WASHINGTON 98101 (503) 241-2300 (212) 225-2474 (206) 583-8888
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As promptly as practicable after this registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration number of the same offering. [ ] ____________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration number of the same offering. [ ] ____________ CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING BE REGISTERED REGISTERED(1) PER UNIT PRICE(2) - --------------------------------------------------------------------------------------------------------------- Class A Common Stock................... 95,245,739 Not Applicable Class B Common Stock................... 48,500,000 Not Applicable Total............................. 143,745,739 $445,189,506 - --------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------- TITLE OF EACH CLASS OF SECURITIES TO AMOUNT OF BE REGISTERED REGISTRATION FEE - --------------------------------------------------------------------------------------- Class A Common Stock................... Class B Common Stock................... Total............................. $117,530,* - -------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------
* paid previously (1) Represents the maximum number of shares of New ICO Global Communications (Holdings) Limited ("New ICO") common stock issuable upon completion of the mergers described in this document, assuming the conversion of each outstanding share of common stock (or common stock equivalent) of ICO-Teledesic Global Limited ("ITGL") into 0.97 shares of New ICO common stock and the conversion of each outstanding share of common stock (or common stock equivalent) of Teledesic Corporation ("Teledesic") into 0.80025 shares of New ICO common stock. Includes the maximum number of shares of ITGL common stock issuable upon completion of the Teledesic Merger. (2) Pursuant to Rule 457(f) under the Securities Act of 1933 and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based upon the book value, as of [September , 2000] of the shares of ITGL common stock (or common stock equivalent) to be exchanged in the New ICO merger and the book value, as of the same date of the shares of Teledesic common stock (or common stock equivalent) to be exchanged in the Teledesic merger. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ICO-TELEDESIC GLOBAL LIMITED [TELEDESIC LOGO] [ICO LOGO]
, 2000 Dear Stockholders: We are pleased to announce the proposed mergers of ICO-Teledesic Global Limited with New ICO Global Communications (Holdings) Limited and with Teledesic Corporation. We are excited about the business opportunities presented by an entity that combines these three companies. Upon the closing of the mergers, you will own stock in a holding company that will be named [Parent] that will own the businesses of New ICO and Teledesic. A special committee of independent directors of Teledesic approved the Teledesic merger and a special committee of independent directors of New ICO approved the New ICO merger. Each special committee unanimously recommended to its board of directors that its merger be approved. The board of directors of each of ICO-Teledesic Global Limited, New ICO Global Communications (Holdings) Limited and Teledesic Corporation has approved the mergers and recommends that you vote "FOR" the approval of the merger agreement applicable to your Company. Neither of the mergers will close unless the other merger closes. The proposed mergers cannot be completed unless we obtain necessary governmental and stockholder approvals. Your vote is very important. We urge you to read this document to learn about the mergers and to vote "FOR" the merger of your company. If you plan to attend the special stockholders' meetings, we look forward to seeing you there. If you do not plan to attend or if you plan on attending but prefer to submit a proxy in advance, please sign the enclosed proxy and return it as instructed. Please pay particular attention to the discussion of "Risk Factors" beginning on page 13 for a discussion of the risks relating to the mergers and to the ownership of the shares to be issued in the mergers. Greg Clarke, CEO Russ Daggatt, Acting CEO Bill Owens, Co-CEO ICO-Teledesic Global Limited New ICO Global Teledesic Corporation Communications (Holdings) Limited
Neither the Securities and Exchange Commission nor any foreign or state securities regulator has approved the mergers described in this document or approved or disapproved of the securities to be issued under this document or determined if the document is truthful or complete or if the merger consideration to be issued is fair. Any representation to the contrary is a criminal offense. This document is dated , 2000, and is first being mailed to ITGL, New ICO and Teledesic stockholders on or about , 2000. 3 ICO-TELEDESIC GLOBAL LIMITED 2300 CARILLON POINT KIRKLAND, WASHINGTON 98033 ------------------------ NOTICE OF SPECIAL STOCKHOLDERS' MEETING TO BE HELD ON , 2000 To the Stockholders of ICO-Teledesic Global Limited: Notice is hereby given that a special meeting of the stockholders of ICO-Teledesic Global Limited will be held on , 2000, at [Time], local time, at [location] to: 1. Consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger dated as of August 11, 2000 between ITGL and New ICO Global Communications (Holdings) Limited. 2. Transact other business that may properly come before the special stockholders' meeting and any postponement or adjournment of the special stockholders' meeting. The board of directors of ITGL has fixed the close of business on , 2000 as the record date for determination of stockholders of ITGL entitled to notice of, and to vote at, the special stockholders' meeting and any postponement or adjournment of the special stockholders' meeting. Your vote is important. Whether or not you plan to attend the special stockholders' meeting, we urge you to complete, sign and return the enclosed proxy card in the enclosed postage-paid envelope. You may revoke your proxy at any time before it is voted by delivering to ICO-Teledesic Global Limited at 2300 Carillon Point, Kirkland, Washington 98033, a written notice of your revocation or a duly executed, later-dated proxy or by attending the special stockholders' meeting and voting in person. Executed proxies with no instructions indicated will be voted "For" the approval and adoption of the merger agreement. If you fail to return a properly executed proxy card or to vote in person at the special stockholders' meeting, the effect will be the same as a vote against the merger. The board of directors of ITGL recommends that stockholders of ITGL vote "FOR" the approval and adoption of the merger agreement. By Order of the Board of Directors C. James Judson Secretary Kirkland, Washington [Date] 4 [ICO LOGO] NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED COMMONWEALTH HOUSE 2 CHALKHILL ROAD HAMMERSMITH, LONDON W6 8DW ENGLAND ------------------------ NOTICE OF SPECIAL STOCKHOLDERS' MEETING TO BE HELD ON , 2000 To the Stockholders of New ICO Global Communications (Holdings) Limited: Notice is hereby given that a special meeting of stockholders of New ICO Global Communications (Holdings) Limited will be held on , 2000, at [Time], local time, at [location] to: 1. Consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 11, 2000 between New ICO and ICO-Teledesic Global Limited. 2. Transact other business that may properly come before the special stockholders' meeting and any postponement or adjournment of the special stockholders' meeting. The board of directors of New ICO has fixed the close of business on , 2000 as the record date for determination of stockholders of New ICO entitled to notice of, and to vote at, the special stockholders' meeting and any postponement or adjournment of the special stockholders' meeting. Your vote is important. Whether or not you plan to attend the special stockholders' meeting, we urge you to complete, sign and return the enclosed proxy card in the enclosed postage-paid envelope. You may revoke your proxy at any time before it is voted by delivering to New ICO at Commonwealth House, 2 Chalkhill Road, Hammersmith, London W6 8DW, England, or at Broadband Center, 1445 120th Avenue NE, Bellevue, Washington 98005, a written notice of your revocation or a duly executed, later-dated proxy or by attending the special stockholders' meeting and voting in person. Executed proxies with no instructions indicated will be voted "For" the approval and adoption of the merger agreement. If you fail to return a properly executed proxy card or to vote in person at the special stockholders' meeting, the effect will be the same as a vote against the merger. The board of directors of New ICO recommends that stockholders of New ICO vote "FOR" the approval and adoption of the merger agreement. By Order of the Board of Directors Barbara Worlein Corporate Secretary Bellevue, Washington [DATE] 5 [TELEDESIC LOGO] TELEDESIC CORPORATION BROADBAND CENTER 1445 120TH AVENUE NE BELLEVUE, WASHINGTON 98005 ------------------------ NOTICE OF SPECIAL STOCKHOLDERS' MEETING TO BE HELD ON , 2000 To the Stockholders of Teledesic Corporation: Notice is hereby given that a special meeting of the stockholders of Teledesic Corporation will be held on , 2000, at [TIME], local time, at [LOCATION] to: 1. Consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger dated May 12, 2000, as amended on August 15, 2000, among Teledesic, New Satco Holdings Merger Sub, Inc. and ICO-Teledesic Global Limited. 2. Transact other business that may properly come before the special stockholders' meeting and any postponement or adjournment of the special stockholders' meeting. The board of directors of Teledesic has fixed the close of business on , 2000 as the record date for determination of stockholders of Teledesic entitled to notice of, and to vote at, the special stockholders' meeting and any postponement or adjournment of the special stockholders' meeting. Your vote is important. Whether or not you plan to attend the special stockholders' meeting, we urge you to complete, sign and return the enclosed proxy card in the enclosed postage-paid envelope. You may revoke your proxy at any time before it is voted by delivering to Teledesic Corporation at Broadband Center, 1445 120th Avenue NE, Bellevue, Washington 98005, a written notice of your revocation or a duly executed, later-dated proxy or by attending the special stockholders' meeting and voting in person. Executed proxies with no instructions indicated will be voted "For" the approval and adoption of the merger agreement. If you fail to return a properly executed proxy card or to vote in person at the special stockholders' meeting, the effect will be the same as a vote against the merger. The board of directors of Teledesic recommends that stockholders of Teledesic vote "FOR" the approval and adoption of the merger agreement. By Order of the Board of Directors Barbara Worlein Corporate Secretary Bellevue, Washington [DATE] 6 JOINT PROXY STATEMENT/PROSPECTUS TABLE OF CONTENTS
PAGE ---- Questions and Answers about the Mergers..................... iii Summary..................................................... 1 Selected Financial Data................................... 6 Selected Historical Financial Data -- ITGL and New ICO.... 7 Selected Historical Financial Data -- OLD ICO............. 8 Selected Historical Financial Data -- Teledesic........... 10 Selected Unaudited Pro Forma Condensed Combined Financial Data of Parent......................................... 11 Comparative Per Share Data................................ 12 Risk Factors................................................ 13 Business Risks............................................ 15 Competitive Risks......................................... 20 Regulatory Risks.......................................... 21 Other Risks............................................... 23 ITGL Special Stockholders' Meeting.......................... 24 New ICO Special Stockholders' Meeting....................... 26 Teledesic Special Stockholders' Meeting..................... 28 The New ICO Merger.......................................... 30 Background of the Merger.................................. 30 ITGL's Reasons for the New ICO Merger..................... 33 New ICO's Reasons for the New ICO Merger.................. 34 Opinion of New ICO Financial Advisor Regarding the New ICO Merger................................................. 36 The New ICO Merger Agreement.............................. 40 The Teledesic Merger........................................ 45 Background of the Teledesic Merger........................ 45 ITGL's Reasons for the Teledesic Merger................... 50 Teledesic's Reasons for the Teledesic Merger.............. 50 Opinion of Teledesic's Financial Advisor.................. 52 The Teledesic Merger Agreement............................ 57 Interests of Certain Persons in the Mergers................. 61 Accounting Treatment........................................ 64 Certain Material Federal Income Tax Consequences............ 65 Regulatory Approvals........................................ 67 Appraisal Rights............................................ 68 Federal Securities Law Consequences......................... 70 Unaudited Pro Forma Combined Financial Information.......... 72 Management's Discussion and Analysis of Results of Operations and Financial Condition of Old ICO, New ICO and ITGL...................................................... 77 Management's Discussion and Analysis of Financial Condition and Results of Operations of Teledesic.................... 84 Business of Parent Following the Mergers.................... 91 Business of ITGL............................................ 92 Business of New ICO......................................... 92 Business of Teledesic....................................... 112 Executive Officers and Directors of Parent.................. 124 Parent Executive Compensation............................... 127
i 7
PAGE ---- Information on the Board of Directors of Parent and Its Committees................................................ 128 Principal Stockholders of ITGL.............................. 129 Principal Stockholders of New ICO........................... 131 Principal Stockholders of Teledesic......................... 134 Parent Capital Stock........................................ 137 Issuance of Parent Preferred Shares in Exchange for Teledesic Holdings Capital Shares......................... 138 Comparison of Rights of Stockholders of ITGL, New ICO and Teledesic................................................. 138 Legal Matters............................................... 142 Experts..................................................... 142 Other Matters............................................... 142 Where you can find more information......................... 142 Index to Financial Statements............................... F-1
Appendix A Agreement and Plan of Merger (New ICO) Appendix B Agreement and Plan of Merger (Teledesic) Appendix C First Amendment to Agreement and Plan of Merger (Teledesic) Appendix D Fairness Opinion of Lehman Brothers Appendix E Opinion of Jefferies & Company, Inc. Appendix F Delaware Appraisal Rights Statute Appendix G Certificate of Designation of Series A and Series B Preferred Stock (Parent) Appendix H Certificate of Incorporation (Parent) Appendix I Restated Bylaws (Parent)
ii 8 QUESTIONS AND ANSWERS ABOUT THE MERGERS Q: PLEASE DESCRIBE THE MERGERS A: New ICO will transfer its assets and liabilities to a newly created wholly owned subsidiary. ITGL will merge with New ICO, which will change its corporate name to a new name that has not yet been selected. We refer to the renamed New ICO as Parent. We refer to this merger as the New ICO merger. Concurrently, Teledesic will merge with a different newly created wholly owned subsidiary of New ICO. We refer to this merger as the Teledesic merger. If the mergers are completed, Parent will be a holding company that will own the businesses of New ICO and Teledesic through two subsidiaries. Set forth below is a diagram showing how the mergers will occur. Teledisc Chart Q: WHAT WILL I RECEIVE IN THE MERGERS FOR EACH SHARE THAT I CURRENTLY HOLD? A:ITGL Stockholders - Class A common stock: 0.97 shares of Parent Class A common stock. - Class B common stock: 0.97 shares of Parent Class B common stock. Teledesic Stockholders - Class A, Class B and Class C common stock: 0.80025 shares of Parent Class A common stock. New ICO Stockholders - All Holders of New ICO Class A common stock except ITGL will retain their shares. These shares will represent shares of Parent after New ICO changes its name. - All currently outstanding shares of New ICO Class B common stock, all of which are held by ITGL, will be cancelled. iii 9 Q: ARE THE MERGERS DEPENDENT ON EACH OTHER? A: Yes. The closing of each merger is dependent upon the concurrent closing of the other merger. The New ICO merger will be effective immediately prior to the Teledesic merger. Q: WILL I RECOGNIZE ANY INCOME TAX GAIN OR LOSS ON THE MERGERS? A: ITGL, New ICO and Teledesic stockholders will not recognize gain or loss for U.S. federal income tax purposes if the mergers are completed, except that stockholders will recognize gain or loss with respect to cash received as a result of the exercise of appraisal rights. However, each of you is urged to consult with your own tax advisor to determine your particular tax consequences under federal and state law. Q: WILL I BE ABLE TO SELL THE SHARES I RECEIVE IN THE MERGERS? A: Stockholders of ITGL and Teledesic may resell the shares of Parent common stock they receive in the mergers immediately after the mergers are completed, although no established trading market is expected to develop because the Parent common stock will not then be listed on any exchange or on the Nasdaq Stock Market. Under the plan of reorganization of ICO Global Communication (Holdings) Limited ("Old ICO"), New ICO is obligated, and by virtue of the New ICO merger, Parent will become obligated, contractually to use its reasonable best efforts to cause the shares of common stock held by its original stockholders to be listed by March 31, 2001 on the Nasdaq Stock Market or a national securities exchange. Affiliates of ITGL, New ICO and Teledesic are subject to certain restrictions on the resale of their shares of Parent common stock, as are stockholders who have agreed to be bound by the terms of a stockholders' agreement. Q: WHAT DO I NEED TO DO NOW? A: After carefully reading and considering the information contained in this document, please complete and sign your proxy card. Mail your signed proxy card in the enclosed envelope as soon as possible so that your shares will be represented at the appropriate special stockholders' meeting and will be voted as you wish. Q: CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY PROXY CARD? A: Yes, you can change your vote at any time before your proxy is actually voted. You can do this in one of three ways. First, you can send a written notice stating that you would like to revoke your proxy. Second, you can complete and submit a new proxy card. If you choose either of these two methods, you must submit your notice of revocation or your new proxy card to the address shown for your company below. Third, you can attend your special stockholders' meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy. Q: SHOULD I SEND IN MY STOCK CERTIFICATES NOW? A: No. After the mergers are completed, Parent will send written instructions to ITGL and Teledesic. Q: AM I ENTITLED TO APPRAISAL RIGHTS? A: Yes. You have the right to seek an appraisal of the fair value of your shares in the Delaware Court of Chancery if you do not wish to accept the merger consideration or oppose the merger. To do so, you must make a written demand on your company before its special stockholders' meeting and follow certain procedures. Q: WHEN DO YOU EXPECT THE MERGERS TO BE COMPLETED? A: We expect the mergers to be completed in the fourth quarter of this year. iv 10 Q: WHEN AND WHERE ARE THE MEETINGS OF STOCKHOLDERS TO BE HELD? A: The ITGL meeting will be held on [DATE] at [TIME] at [PLACE]. The New ICO meeting will be held on [DATE] at [TIME] at [PLACE]. The Teledesic meeting will be held on [DATE] at [TIME] at [PLACE]. Q: WHO DO I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE MEETINGS OR THE MERGERS OR WANT TO CHANGE MY VOTE? A: ICO-Teledesic Global Limited New ICO Global Communications Teledesic Corporation 2300 Carillon Point (Holdings) Limited Broadband Center Kirkland, WA 98033 Broadband Center 1445 120th Avenue NE Attn: Jim Judson 1445 120th Avenue NE Bellevue, WA 98005 (425) 828-8000 Bellevue, WA 98005 Attn: Barbara Worlein Attn: Barbara Worlein (425) 602-0000 (425) 602-0000
v 11 SUMMARY This summary highlights selected information described in greater detail elsewhere in this document. It does not contain all of the information that may be important to you. To understand the mergers and related matters fully and for a more complete description of the legal terms of the mergers, you should read carefully this entire document and the documents to which we have referred you before you vote your shares. Each item in the summary includes a page reference directing you to a more complete description of that item. THE COMPANIES ICO-TELEDESIC GLOBAL LIMITED (SEE PAGE 92) 2300 CARILLON POINT KIRKLAND, WASHINGTON 98033 (425) 828-8000 ITGL, which was formed for the purpose of assembling, through acquisitions and mergers, assets to become a global satellite communications company, is a holding company which owns a controlling interest in New ICO. NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (SEE PAGE 92) COMMONWEALTH HOUSE 2 CHALKHILL ROAD HAMMERSMITH, LONDON W6 8DW ENGLAND 44-20-8600-1000 New ICO is a development stage company that intends to develop a global communications satellite network that will enable customers to communicate seamlessly from fixed and mobile locations anywhere in the world. Its goal is to provide global Internet protocol services, including Internet connectivity, data, voice and fax services. New ICO began operations by acquiring the assets and assuming certain liabilities of ICO Global Communications (Holdings) Limited, or Old ICO, when it emerged from bankruptcy proceedings in May 2000. TELEDESIC CORPORATION (SEE PAGE 112) 1445 120TH AVENUE NE BELLEVUE, WASHINGTON 98005 (425) 602-0000 Teledesic is a development stage company whose objective is to be a leading provider of affordable, high-quality, high capacity data and voice communication services virtually anywhere in the world through a satellite network with quality that is comparable to terrestrial networks. RECOMMENDATIONS TO STOCKHOLDERS (SEE PAGES 24, 26 AND 28) The board of directors of ITGL believes the New ICO merger is in the best interests of ITGL and its stockholders and recommends that ITGL stockholders vote to approve and adopt the New ICO merger agreement. The board of directors of New ICO believes the New ICO merger is in the best interests of New ICO and its stockholders and recommends that New ICO stockholders vote to approve and adopt the New ICO merger agreement. In making this determination, the board of directors obtained the unanimous recommendation of a special advisory committee of independent directors established to review the merger proposal. The board of directors of Teledesic believes the Teledesic merger is in the best interests of Teledesic and its stockholders and recommends that Teledesic stockholders vote to approve and adopt the Teledesic 1 12 merger agreement. In making this determination, the board of directors obtained the unanimous recommendation of a special advisory committee of independent directors established to review the merger proposal. ITGL'S REASONS FOR THE NEW ICO MERGER (SEE PAGE 33) NEW ICO'S REASONS FOR THE NEW ICO MERGER (SEE PAGE 34) ITGL'S REASONS FOR THE TELEDESIC MERGER (SEE PAGE 50) TELEDESIC'S REASONS FOR THE TELEDESIC MERGER (SEE PAGE 50) The boards of directors of the three companies have identified various benefits that are likely to result from the mergers. Each board of directors believes the mergers are fair to its stockholders and in their best interests in part because they expect the mergers to provide: - the potential for synergies from the companies' complementary assets and businesses; and - the combined companies' ability to offer the capability to transition customers from the New ICO-based services at data transmission rates of hundreds of kilobits per second to Teledesic-based services offering true broadband data transmission rates of up to hundreds of megabits per second. Combined into a single integrated service provider, Parent expects to offer a comprehensive array of wireless two-way, global communications services. OPINIONS OF FINANCIAL ADVISORS (SEE PAGES 36 AND 52) On May 12, 2000, Lehman Brothers delivered its written opinion to the special advisory committee and board of directors of Teledesic that, as of the date of the opinion, the exchange ratio to be received by the holders of Teledesic shares was fair from a financial point of view to those holders. The full text of the written opinion of Lehman Brothers, which sets forth assumptions made, matters considered and limitations on the review undertaken in connection with the opinion, is contained in this document as Appendix D. On August 9, 2000, Jefferies & Company, Inc. delivered its written opinion to the independent advisory committee of New ICO's board of directors that, as of the date of the opinion, the exchange ratio in the New ICO merger was fair to New ICO from a financial point of view. The full text of the written opinion of Jefferies, which sets forth assumptions made, matters considered and limitations on the review undertaken in connection with the opinion, is contained in this document as Appendix E. ACCOUNTING TREATMENT (SEE PAGE 64) We will account for the Teledesic merger using the purchase method of accounting. The New ICO merger is not treated as a business combination for accounting purposes, and we will account for it as a transfer of assets and liabilities by the controlling stockholder, Eagle River Investments, LLC. COMPARATIVE PER SHARE PRICE AND DIVIDEND INFORMATION (SEE PAGE 12) Shares of ITGL, New ICO and Teledesic capital stock are not traded on any exchange or market and therefore there is no established market value. None of the companies has ever paid cash dividends. We do not expect Parent to pay cash dividends in the foreseeable future following the mergers. 2 13 OWNERSHIP OF PARENT AFTER THE MERGERS (SEE PAGES 129, 131 AND 134) The following table provides post-merger information concerning the economic and voting interests in Parent by the current classes of stockholders of ITGL, New ICO and Teledesic. The percentages also assume New ICO's issuance of 9,000,000 shares of its Class A common stock to certain distribution partners pursuant to Old ICO's plan of reorganization.
ECONOMIC INTEREST VOTING POWER ----------------- ------------ ITGL Class A common shares.............................. 8.6% 3.2% ITGL Class B common shares.............................. 19.2% 70.3% ----- ----- TOTAL ITGL............................................ 27.8% 73.5% New ICO Class A common shares(1)........................ 42.9% 15.7% New ICO Class B common shares(2)........................ 0.0% 0.0% ----- ----- TOTAL NEW ICO......................................... 42.9% 15.7% Teledesic Class A common shares......................... 2.0% 0.8% Teledesic Class B common shares......................... 20.0% 7.3% Teledesic Class C common shares(3)...................... 7.3% 2.7% ----- ----- TOTAL TELEDESIC....................................... 29.3% 10.8% ----- ----- TOTAL.............................................. 100.0% 100.0% ===== =====
(1) Assumes conversion of 22,755,373 shares of New ICO's convertible preferred stock to be issued to current holders of Teledesic Holdings, Limited concurrently with the mergers. (2) As part of the ITGL merger, all currently outstanding shares of New ICO's Class B Common Stock, all of which are held by ITGL, will be cancelled. (3) Assumes exchange by Motorola, Inc. of its ownership in Teledesic LLC for shares of Teledesic Class C common stock immediately prior to the mergers. INTERESTS OF CERTAIN PERSONS IN THE MERGERS (SEE PAGE 61) You should know there are many overlapping or interlocking relationships among several directors, stockholders, officers and employees of ITGL, New ICO and Teledesic. These relationships may create conflicts of interest between you and the persons in these relationships. REGULATORY APPROVALS (SEE PAGE 67) Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission must review transactions such as the mergers. State and foreign antitrust authorities may also review the mergers. The Hart-Scott-Rodino Act may require the companies and specific stockholders to notify these federal agencies of the mergers. We must wait for at least 30 days after we file these notifications before we can complete the mergers. The U.S. Federal Trade Commission granted early termination of the waiting period for the Teledesic merger. In addition, the Teledesic merger must be approved by the U.S. Federal Communications Commission prior to the closing of the mergers. Teledesic has applied for the FCC approvals that are required as conditions to closing. 3 14 CONDITIONS TO THE MERGERS (SEE PAGES 43 AND 59) Each merger is conditioned on the concurrent closing of the other. Other conditions to the completion of the New ICO merger include: - obtaining approval of the ITGL and New ICO stockholders; - receipt of necessary third party consents, including U.S. and foreign regulatory approvals; and - holders of no more than 5% of either of New ICO or ITGL common stock having exercised their statutory appraisal rights. Other conditions to the completion of the Teledesic merger include: - obtaining approval of the Teledesic stockholders; - receipt of necessary third party consents, including U.S. regulatory approvals; - termination of certain contracts; - ITGL and New ICO meeting certain capital raising milestones; - each of the shareholders of Teledesic Holdings Limited having sold their Teledesic Holdings shares to Parent; - assignment of certain licenses; and - holders of no more than 5% of Teledesic common stock having exercised their statutory appraisal rights. Where the law permits, either ITGL or New ICO could choose to waive the satisfaction of one or more conditions to the New ICO merger and either ITGL or Teledesic could choose to waive the satisfaction of one or more conditions to the Teledesic merger, although New ICO is required to consent to the waiver of the satisfaction of certain conditions to the Teledesic merger. TERMINATION OF MERGER AGREEMENTS (SEE PAGES 44 AND 59) New ICO Merger. ITGL and New ICO may agree to terminate the New ICO merger agreement without completing the New ICO merger. Either party may terminate the New ICO merger agreement without liability if the New ICO merger is not completed by June 30, 2001. Teledesic Merger. Prior to the New ICO merger, ITGL and Teledesic may agree to terminate the Teledesic merger agreement without completing the Teledesic merger. Either party may terminate the Teledesic merger agreement without liability if the Teledesic merger is not completed by March 31, 2001. RECORD DATE AND VOTE OF THE STOCKHOLDERS TO APPROVE PROPOSALS (SEE PAGES 24, 26 AND 28) ITGL Stockholders. You are entitled to vote at the ITGL special stockholders' meeting if you owned shares as of the close of business on , 2000, the record date. Approval of the New ICO merger agreement requires the affirmative vote of the holders of a majority of the voting power of the shares outstanding as of the record date. The presence, in person or by proxy, of holders of a majority of the voting power of the outstanding shares of ITGL common stock entitled to vote is necessary for a quorum. Directors and officers and their affiliates collectively hold the right to vote approximately % of the voting power of the outstanding shares of ITGL common stock. 4 15 New ICO Stockholders. You are entitled to vote at the New ICO special stockholders' meeting if you owned shares as of the close of business on , 2000, the record date. Approval of the New ICO merger agreement requires the affirmative vote of the holders of a majority of the voting power of the shares outstanding as of the record date. The presence, in person or by proxy, of holders of a majority of the voting power of the outstanding shares of New ICO common stock entitled to vote is necessary for a quorum. Directors and officers and their affiliates collectively hold the right to vote approximately % of the voting power of the outstanding shares of New ICO common stock. ITGL, which alone holds approximately % of this voting power, is obligated under the New ICO merger agreement to vote its shares of New ICO common stock in favor of the New ICO merger agreement. Accordingly, approval of the New ICO merger agreement by the New ICO stockholders is assured. Teledesic Stockholders. You are entitled to vote at the Teledesic special stockholders' meeting if you owned shares as of the close of business on , 2000, the record date. Approval of the Teledesic merger agreement requires the affirmative vote of the holders of a majority of the voting power of the shares outstanding as of the record date. The sole holder of Class C common stock is entitled to 55,980 votes for each outstanding Class C share, 279,900,000 in the aggregate, and each holder of Class B common stock is entitled to ten votes per Class B share in this vote. In addition, the separate affirmative vote of each holder of at least 20% of Teledesic Class B common stock is required to approve the Teledesic merger agreement. The presence, in person or by proxy, of holders of a majority of the voting power of the outstanding shares of Teledesic common stock entitled to vote is necessary for a quorum. Directors and officers and their affiliates collectively hold the right to vote approximately % of the voting power of the outstanding shares of Teledesic common stock. ISSUANCE OF PARENT PREFERRED SHARES IN EXCHANGE FOR TELEDESIC HOLDINGS LIMITED SHARES (SEE PAGE 138) Concurrent with the closing of the mergers, the holders of shares of Class A common stock of Teledesic Holdings Limited, an entity controlled by Teledesic, will exchange each of their shares for 0.97 shares of Series A or Series B preferred stock of Parent. The Parent preferred stock will be convertible into shares of Class A common stock of Parent, initially at a conversion rate of 0.825. 5 16 SELECTED FINANCIAL DATA The following tables show selected historical financial data for ITGL, New ICO, Old ICO, and Teledesic and unaudited similar information reflecting the mergers of ITGL, New ICO and Teledesic (which we refer to as "pro forma" information). In presenting the pro forma statement of operations data for the year ended December 31, 1999 and for the six months ended June 30, 2000, we assumed that the Teledesic merger occurred on January 1, 1999. For accounting purposes the New ICO merger is not treated as a business combination, but instead is treated as a transfer of assets and liabilities by controlling shareholders pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 48. Accordingly, it is not necessary to include any information regarding the New ICO merger in the pro forma statements of operations. In presenting pro forma balance sheet data as of June 30, 2000, we assumed the three companies merged on June 30, 2000. The following tables also show information about each of the companies' historical earnings per share and book value per share and similar pro forma information. We base some of the information in the following tables on the historical consolidated financial information of the companies accompanying this document. When you read the selected financial information we provide in the following tables, you should also read the more detailed information we provide in this document, which you can find beginning on page F-1. For purposes of the selected unaudited pro forma condensed combined financial data, we have assumed that: - 0.97 shares of Parent Class A common stock will be exchanged for each outstanding share of ITGL Class A common stock; - 0.97 shares of Parent Class B common stock will be exchanged for each outstanding share of ITGL Class B common stock; - each option or warrant to acquire a share for ITGL Class A or Class B common stock will be converted into an option or warrant to acquire 0.97 shares of Parent common stock; - each share of Teledesic Class A, Class B and Class C common stock will be exchanged for 0.80025 shares of Parent Class A common stock; - each option or warrant to acquire a share of Teledesic Class A, Class B and Class C common stock will be converted into an option or warrant to acquire 0.80025 shares of Parent Class A common stock; - each share of Teledesic Holdings Class A common stock will be exchanged for 0.97 shares of Parent Series A or Series B preferred stock; and - each share of New ICO Class A common stock and New ICO Class B common stock held by ITGL immediately prior to the New ICO merger will be cancelled upon completion of the New ICO merger. The selected unaudited pro forma condensed combined financial data are not necessarily indicative of operating results which could have been achieved had the mergers been completed as of the beginning of the period and should not be construed as representative of future operations. The selected unaudited pro forma condensed combined financial data should be read in conjunction with the unaudited pro forma combined financial statements included elsewhere in this document. The total estimated purchase price of the mergers has been allocated on a preliminary basis to assets and liabilities based on management's estimate of their fair values. The excess of the purchase price over the fair value of the net assets acquired has been allocated to goodwill and other intangible assets. These allocations are subject to change pending the completion of the final analysis of the total purchase price and fair value of the assets acquired and the liabilities assumed. The impact of these changes in Parent's consolidated financial statements could be material. 6 17 SELECTED HISTORICAL FINANCIAL DATA -- ITGL AND NEW ICO The following selected historical financial data of ITGL and New ICO as of June 30, 2000 and for the period from each company's inception to June 30, 2000, are derived from the unaudited consolidated financial statements of ITGL and New ICO. In the opinion of management of ITGL and New ICO the unaudited consolidated financial statements included all adjustments necessary for a fair presentation of the financial position and the results of operations as of June 30, 2000 and for the periods then ended. New ICO is a development stage company. You should read the selected historical financial data in conjunction with "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations of Old ICO, New ICO and ITGL" and the consolidated financial statements of ITGL and New ICO and the notes accompanying them, included elsewhere in this document.
ITGL NEW ICO FEBRUARY 9, 2000 MARCH 17, 2000 (INCEPTION) (INCEPTION) TO TO JUNE 30, 2000 JUNE 30, 2000 ----------------- --------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED STATEMENT OF LOSS DATA: Revenue..................................................... $ -- $ -- Marketing, general and administrative expenses.............. (27,089) (26,089) Depreciation................................................ (764) (764) Net loss.................................................... (13,370) (19,705) Basic loss per share........................................ (0.37) (0.24) Weighted average number of common shares outstanding........ 36,009,809 81,086,563
AS OF AS OF JUNE 30, 2000 JUNE 30, 2000 ----------------- --------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED BALANCE SHEET DATA: Cash and short-term investments............................. $ 765,905 $ 761,716 Total assets................................................ 2,320,243 1,926,032 Debt........................................................ 706,423 38,190 Shareholders' equity........................................ 445,152 1,777,522 Historical book value per share(1).......................... $ 7.88 $ 9.31 Shares used in computing book value per share............... 56,496,078 191,003,604
- --------------- (1) Historical book value per share is computed by dividing total shareholders' equity by the number of common shares outstanding at the end of the period. 7 18 SELECTED HISTORICAL FINANCIAL DATA -- OLD ICO Because Old ICO is deemed to be the accounting predecessor of New ICO, we have included the following selected historical financial data of Old ICO. This data is derived from: - Old ICO's audited consolidated financial statements as of December 31, 1995 and for the period from its inception on January 24, 1995 through December 31, 1995; - Old ICO's audited consolidated financial statements as of and for the years ended December 31, 1996, 1997, 1998 and 1999; and - Old ICO's unaudited consolidated financial statements as of May 16, 2000, the day before Old ICO completed its bankruptcy proceedings, and for the six months ended June 30, 1999, for the period from January 1, 2000 through May 16, 2000, and for the period from inception to May 16, 2000. In the opinion of ITGL and New ICO, the unaudited consolidated financial statements included all adjustments necessary for a fair presentation of Old ICO's financial position as of May 16, 2000 and the results of operations for the six months ended June 30, 1999, the period from January 1 through May 16, 2000, and the period from inception through May 16, 2000. Old ICO was a development stage company. You should read the following selected consolidated historical financial information in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operation of Old ICO, New ICO and ITGL" and Old ICO's audited financial statements and the notes accompanying them, included elsewhere in this document. 8 19 OLD ICO-DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED
JANUARY 24 (INCEPTION) TO YEAR ENDED DECEMBER 31, DECEMBER 31, -------------------------------------------- 1995 1996 1997 1998 1999 -------------- -------- --------- --------- --------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED STATEMENT OF LOSS DATA: Revenues................. $ -- $ -- $ -- $ 142 $ 2,190 Direct production costs.................. -- -- -- (289) (2,946) Marketing, general and administrative expenses............... (18,558) (48,913) (67,569) (142,189) (116,144) TRW settlement(1)........ -- -- (149,990) -- -- Depreciation and amortization........... (199) (1,341) (3,332) (5,684) (7,752) Reorganization costs..... -- -- -- -- (93,530) -------- -------- --------- --------- --------- (18,757) (50,254) (220,891) (148,020) (218,182) Interest net............. 7,054 20,639 35,496 41,127 20,699 Taxation................. (1,346) (1,647) (2,582) (3,783) (4,211) -------- -------- --------- --------- --------- Net loss for the period................. (13,049) (31,262) (187,977) (110,676) (201,694) -------- -------- --------- --------- --------- Basic and diluted net loss per share(2)...... $ (1.20) $ (0.57) $ (1.63) $ (0.56) $ (0.97) ======== ======== ========= ========= ========= JANUARY 24, 1995 JANUARY 1 TO JANUARY 1 TO (INCEPTION) TO JUNE 30, MAY 16, MAY 16, 1999 2000 2000 ------------ ------------ -------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) -------------------------------------------- CONSOLIDATED STATEMENT OF LOSS DATA: Revenues................. $ 986 $ 865 $ 3,197 Direct production costs.................. (1,512) (842) (4,077) Marketing, general and administrative expenses............... (60,100) (22,811) (416,184) TRW settlement(1)........ -- -- (149,990) Depreciation and amortization........... (3,596) (2,551) (20,859) Reorganization costs..... -- (19,897) (113,427) -------- -------- --------- (64,222) (45,236) (701,340) Interest net............. 25,869 (897) 124,118 Taxation................. (2,460) (1,765) (15,334) -------- -------- --------- Net loss for the period................. $(40,813) (47,898) (592,556) -------- -------- --------- Basic and diluted net loss per share(2)...... $ (0.20) $ (0.23) $ (4.68) ======== ======== =========
AS OF DECEMBER 31, AS OF ------------------------------------------------------------ MAY 16, 1995 1996 1997 1998 1999 2000 -------- ---------- ---------- ---------- ---------- ----------- (IN THOUSANDS) (UNAUDITED) CONSOLIDATED BALANCE SHEET DATA: Assets: Cash, cash equivalents and marketable securities...................................... $363,111 $ 756,385 $ 378,780 $ 776,697 $ 185,385 $ 348,483 Prepaid expenses and other current assets......... 1,378 8,064 9,093 11,253 8,515 131,269 Restricted cash and advance deposits.............. 20,000 41,000 95,138 57,466 73,957 117,471 Amounts receivable following settlement........... -- -- 50,000 -- -- -- Tangible fixed assets............................. 56,755 301,271 860,929 1,818,568 2,740,644 2,637,173 -------- ---------- ---------- ---------- ---------- ---------- Total assets.............................. $441,244 $1,106,720 $1,393,940 $2,663,984 $3,008,501 $3,234,396 ======== ========== ========== ========== ========== ========== Liabilities and shareholders' equity: Long-term debt.................................... $ -- $ -- $ 4,432 $ 533,021 $ -- $ -- Other liabilities................................. 12,160 22,812 88,062 167,204 290,151 556,612 Liabilities subject to compromise................. -- -- -- -- 957,108 978,384 Equity committed following settlement............. -- -- 149,990 -- -- -- Total shareholders' equity................ 429,084 1,083,908 1,151,456 1,963,759 1,761,242 1,699,400 -------- ---------- ---------- ---------- ---------- ---------- Total liabilities and shareholders' equity.................................. $441,244 $1,106,720 $1,393,940 $2,663,984 $3,008,501 $3,234,396 ======== ========== ========== ========== ========== ==========
- --------------- (1) A description of the terms and conditions of the TRW settlement can be found at note 13 to the Old ICO Financial Statements beginning on page F-69. (2) The calculation of basic and diluted net loss per share is based on the weighted average number of shares issued during the period. The weighted average number of shares on this basis was 10,862,856 in 1995, 54,747,180 in 1996, 115,571,844 in 1997, 197,628,023 in 1998, 207,617,371 in 1999, 207,627,287 for the period January 1 - June 30, 1999, 207,607,618 for the period January 1 - May 16, 2000 and 126,637,308 for the period January 24, 1995 (inception) - May 16, 2000. We used the same number of shares to calculate basic and diluted loss per share for each period, as the effect of taking into account issuable shares would have been anti-dilutive. 9 20 SELECTED HISTORICAL FINANCIAL DATA -- TELEDESIC The following selected financial data of Teledesic as of December 31, 1995, 1996, 1997, 1998 and 1999 and for the years ended December 31, 1995, 1996, 1997, 1998 and 1999, have been derived from the audited consolidated financial statements of Teledesic. The selected financial data of Teledesic as of June 30, 2000 and for the six months ended June 30, 1999 and 2000 and for the period June 19, 1990 (inception) to June 30, 2000 are derived from the unaudited consolidated financial statements of Teledesic. In the opinion of management of Teledesic, these unaudited consolidated financial statements include all adjustments necessary for a fair presentation of Teledesic's financial position and the results of operations as of and for such periods. Teledesic is a development stage company. You should read the following selected financial data set forth below should be read in conjunction with "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations of Teledesic" and the consolidated financial statements of Teledesic and the notes accompanying them, included elsewhere in this document.
FISCAL YEAR ENDED DECEMBER 31, ------------------------------------------------------------------- 1995 1996 1997 1998 1999 ----------- ----------- ----------- ----------- ----------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED STATEMENT OF LOSS DATA: Revenue................................. $ -- $ -- $ -- $ -- $ -- General and administrative.............. (6,099) (7,138) (13,205) (39,372) (35,860) Research and development................ (5,256) (10,347) (21,873) (64,984) (35,131) Impairment losses....................... -- -- -- -- (274,111) Depreciation and amortization........... (123) (315) (806) (7,452) (14,950) Net loss................................ (11,021) (17,537) (34,525) (74,379) (231,702) Basic and diluted loss per share........ (0.24) (0.31) (0.47) (0.95) (2.85) Weighted average number of shares of common stock outstanding(1)............ 46,808,867 56,837,884 74,139,692 78,278,736 81,302,603 SIX MONTHS ENDED JUNE 19, 1990 JUNE 30, (INCEPTION) TO ------------------------- JUNE 30, 1999 2000 2000 ----------- ----------- -------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) CONSOLIDATED STATEMENT OF LOSS DATA: Revenue................................. $ -- $ -- $ -- General and administrative.............. (19,795) (17,781) (121,653) Research and development................ (25,747) (3,971) (149,969) Impairment losses....................... -- -- (274,111) Depreciation and amortization........... (7,111) (1,415) (25,236) Net loss................................ (33,139) (14,224) (392,663) Basic and diluted loss per share........ (0.41) (0.17) (8.96) Weighted average number of shares of common stock outstanding(1)............ 80,578,021 83,159,059 43,809,531
AS OF DECEMBER 31, ------------------------------------------------------------------- 1995 1996 1997 1998 1999 ----------- ----------- ----------- ----------- ----------- (IN THOUSANDS) CONSOLIDATED BALANCE SHEET DATA: Cash and short-term investments......... $ 4,414 $ 20,447 $ 36,592 $ 328,360 $ 359,334 Total assets............................ 5,595 22,364 42,719 626,520 639,773 Debt.................................... 46 27 2,535 4,716 12,361 Shareholders' equity (deficit).......... 4,334 20,092 35,964 (17,683) (171,787) Historical book value per share(2)...... 0.08 0.28 0.47 (0.22) (2.09) Shares used in computing book value per share.................................. 52,074,420 71,999,670 76,944,588 78,980,494 82,053,011 AS OF JUNE 30, 2000 ----------- CONSOLIDATED BALANCE SHEET DATA: Cash and short-term investments......... $ 95,406 Total assets............................ 577,612 Debt.................................... 12,841 Shareholders' equity (deficit).......... (180,268) Historical book value per share(2)...... (2.17) Shares used in computing book value per share.................................. 83,205,946
- --------------- (1) Anti-dilutive effects of convertible securities have been excluded. The number of common shares issuable on conversion of Teledesic's Series A, B and C convertible preferred stock issued and outstanding was included in calculating the average number of common shares outstanding for 1995, 1996 and 1997. (2) Historical book value per share is computed by dividing total shareholders' equity by the number of common shares and convertible preferred shares outstanding at the end of the period. 10 21 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF PARENT The following selected unaudited pro forma condensed combined financial data show what the results of operations and the financial position of Parent might have been if the mergers had occurred on January 1, 1999 for statement of operations purposes and on June 30, 2000 for balance sheet purposes. These selected data have been derived from the unaudited pro forma combined financial statements included in this document in the section entitled "Unaudited Pro Forma Combined Financial Statements." They reflect the adjustments and assumptions that are described in the notes accompanying those financial statements and that are otherwise discussed in that section. The unaudited pro forma condensed combined financial statements do not necessarily indicate the operating results which would have been achieved if the mergers had been completed on the dates, or at the beginning of the periods, for which they are being given pro forma effect, and not necessarily indicate future results. If the mergers are completed, the actual financial position and results of operations of Parent will differ, perhaps significantly, from the pro forma amounts shown in this document. You should refer to "Unaudited Pro Forma Condensed Combined Financial Statements" for more information. PARENT UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DATA:
YEAR ENDED SIX MONTHS DECEMBER 31, ENDED JUNE 30, 1999 2000 -------------- -------------- (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) Revenues.......................................... $ -- $ -- Operating loss.................................... 484,704 79,751 Net loss attributed to common shareholders........ 470,421 77,894 Basic and diluted net loss per share.............. 1.96 0.32 Basic and diluted weighted average shares......... 239,850,671 240,809,509
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET DATA:
JUNE 30, 2000 -------------- (IN THOUSANDS) Cash and short-term investments............................. $ 861,310 Working capital............................................. 709,227 Total assets................................................ 3,167,405 Long-term obligations, net of current portion............... 356,343 Total shareholders' equity.................................. 2,501,001
11 22 COMPARATIVE PER SHARE DATA The following table shows book value and loss per share data for ITGL, New ICO, Old ICO and Teledesic on a historical basis. You should consider these historical data in conjunction with the selected historical financial data and the audited consolidated financial statements, and the notes accompanying them, for ITGL, New ICO, Old ICO and Teledesic, included elsewhere in this document. The table also shows book value and loss per share data for Parent on a pro forma basis. You should consider these pro forma data in conjunction with the unaudited pro forma condensed combined financial statements, and the notes accompanying them, for Parent, included elsewhere in this document. The data in the table do not necessarily indicate the results that would have been achieved if the mergers had been completed on the dates, or at the beginning of the periods shown, and do not necessarily indicate future results.
NET LOSS PER SHARE NET LOSS PER SHARE BOOK VALUE PER SHARE FOR SIX MONTHS ENDED FOR YEAR ENDED AS OF JUNE 30, 2000(1) JUNE 30, 2000(2) DECEMBER 31, 1999 ---------------------- -------------------- ------------------ Historical ITGL....................... $ 7.88 $0.37 NA Historical New ICO.................... $ 9.31 $0.24 NA Historical Old ICO.................... $ 8.19 $0.23 $0.97 Historical Teledesic.................. $(2.17) $0.17 $2.85 Unaudited pro forma Parent............ $10.16 $0.32 $1.96 Pro forma equivalent per share ITGL... $ 7.64 $0.36 NA Pro forma equivalent per share Teledesic........................... $(1.73) $0.13 $2.28
- --------------- (1) For Old ICO, book value per share as of May 16, 2000 (2) For ITGL, net loss per share for period from February 9, 2000 (inception) through June 30, 2000 For New ICO, net loss per share for period from March 17, 2000 (inception) through June 30, 2000 For Old ICO, net loss per share for period from January 1, 2000 through May 16, 2000 12 23 RISK FACTORS The mergers involve a high degree of risk. By voting in favor of the mergers, you will be choosing to invest in Parent capital stock. An investment in Parent capital stock involves a high degree of risk. In addition to the other information contained in this document, you should carefully consider the following risk factors in deciding whether to vote for the mergers. COMPANY RISKS NONE OF US HAS ANY SIGNIFICANT HISTORY OF OPERATIONS ON WHICH STOCKHOLDERS CAN BASE ON EVALUATION OF OUR PERFORMANCE OR PROSPECTS AND WE ARE IN THE PRELIMINARY STAGES OF DEVELOPING A NEW BUSINESS PLAN. Each of the companies is at a development stage with little or no operating history. You will have no operating or financial data about the New ICO network or the Teledesic network in deciding whether to approve the mergers. You should consider our materials with respect to target markets and products and services and other forward-looking information to be not only preliminary, but also highly speculative in nature. The business plan that we intend to implement following completion of the mergers will be substantially different from the business plan Old ICO was implementing prior to its bankruptcy filing and during the first couple of months of its reorganization. The business plan is still in the early stages of development and may change significantly. In addition, our management team has not been finalized. The development and implementation of our business plan and the technologies upon which it will be based are still in preliminary stages. We may encounter technological, regulatory, commercial, competitive or marketing obstacles in the implementation of the business plan or the development and commercialization of products and services based on underlying technologies. If these obstacles are significant, we may be unable or may decide not to develop further and commercialize our planned products and services, which would have a material adverse effect on the development of our business and our financial condition and results of operations. WE DO NOT CURRENTLY HAVE OPERATING REVENUES AND AS A RESULT WE HAVE EXPERIENCED SIGNIFICANT LOSSES WHICH ARE EXPECTED TO CONTINUE FOR SEVERAL YEARS. We currently have no significant income producing assets. Old ICO and Teledesic each has incurred substantial and increasing operating losses since inception. In 1999, Old ICO incurred operating losses of $124.7 million and net losses of $201.7 million. Teledesic has produced no operating revenues to date, and incurred operating losses of $360.1 million and net losses of $231.7 million in 1999. We expect to launch the New ICO commercial satellite service in mid 2003, but this launch could occur later if deployment of the New ICO network is delayed. We do not expect to begin deployment of the Teledesic network until 2004 and do not expect to offer commercial services until 2005. No assurance can be given that either network will become operational or that we will generate revenues from operations or positive cash flow or become profitable. Moreover, because of the anticipated costs associated with deployment of the Teledesic network, we expect to realize significant net losses even after we begin commercial operation of the New ICO and Teledesic networks. WE MAY NOT BE ABLE TO OBTAIN THE SUBSTANTIAL FINANCING WE NEED AT ALL OR ON ACCEPTABLE TERMS. We will need to raise a substantial amount of money shortly after completion of the mergers. New ICO will require at least $2.8 billion of additional investment in order to begin commercial service through the New ICO network. The majority of funds required for the New ICO network will be used to pay contractors to complete the development, launch, deployment and integration of the satellite system and ground network. Teledesic will require substantially more funding than New ICO in order to begin commercial operations. The amount of capital required will not be known until Teledesic has contracted with a prime 13 24 contractor for the design, development and deployment of its network. Teledesic intends to initiate a competitive process to select a prime contractor in 2001. We also may require additional financing over and above these amounts if: - we experience satellite launch failures; - we encounter problems during the deployment of the satellites; - we experience a delay in either of our anticipated commercial service launch dates; or - our development plans, marketing plans or financial projections change or prove inaccurate. In addition, the actual amount and timing of our future capital requirements may differ materially from current estimates as a result of such things as the demand for our products and services and regulatory, technological and competitive developments in the telecommunications industry and other factors. Revenues and costs will depend upon factors, some of which are not within our control, such as regulatory changes, changes in technology and increased competition. Because of these uncertainties, actual revenues and costs will likely vary from what we now expect, possibly to a material degree, and any variations are likely to affect our future capital requirements and profitability. We expect that an important factor in attracting new investment following the mergers will be the continued association with Parent of our controlling shareholder, Craig O. McCaw. Mr. McCaw, however, has no obligation to retain his controlling interest in Parent or to remain actively involved in its affairs. If, for any reason, Mr. McCaw were no longer to be personally associated with Parent following the mergers, our ability to raise additional financing could be materially adversely affected. We cannot assure you that we will be able to raise the necessary financing on acceptable terms, or at all. If we cannot, we may encounter severe financial and operational difficulties. ONE STOCKHOLDER WILL BE ABLE TO CONTROL OUR MANAGEMENT AND CORPORATE AFFAIRS AND COULD PROHIBIT A FUTURE CHANGE OF CONTROL TRANSACTION THAT YOU MIGHT CONSIDER BENEFICIAL. Upon completion of the mergers, Mr. McCaw, primarily through his majority ownership and control of Eagle River, will own or control more than 60% of the voting power of the outstanding shares of Parent. Therefore, he will have the ability to elect a majority of Parent's board of directors, and otherwise to determine matters affecting our business or requiring shareholder approval, except as otherwise required by law. The presence of a controlling stockholder also could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our business or to you. This control could also reduce the price that investors are willing to pay in the future for shares of Parent's capital stock. MR. MCCAW HAS AN INTEREST IN COMPANIES THAT MAY BE COMPETITIVE WITH OUR BUSINESS. Mr. McCaw invests in and has effective control of several companies in the telecommunications industry. We do not have a non-competition agreement with Mr. McCaw or his affiliates. Conflicts of interest may arise from Mr. McCaw's or his affiliates' holdings in these or future companies. THERE IS NO ESTABLISHED TRADING MARKET FOR THE SHARES OF PARENT STOCK TO BE ISSUED IN THE MERGERS. There is no established trading market for shares to be issued in the mergers and none is expected to develop in the near future. Under the Old ICO plan of reorganization, New ICO is required, and, by virtue of the New ICO merger, Parent will be required, to use its reasonable best efforts to list no later than March 31, 2000 on the Nasdaq Stock Market or a national securities exchange shares of Class A common stock issued under the plan of reorganization. Until a trading market develops, you will have limited ability to trade the shares issued in the mergers. 14 25 BUSINESS RISKS WE HAVE LIMITED EXPERIENCE IN THE SATELLITE COMMUNICATIONS INDUSTRY. Many of our personnel do not have direct experience in the satellite communications industry. This lack of experience may result in errors in the conception or implementation of our business plan, which in turn may result in lower than expected revenues and higher than expected costs. CHANGES IN EXISTING REGULATORY REQUIREMENTS OR POLICIES, OR OUR FAILURE TO COMPLY WITH CURRENT OR FUTURE REQUIREMENTS, COULD INCREASE OUR COST OF DOING BUSINESS AND CAUSE OUR REVENUES TO DECLINE. Our business is subject to regulation by the FCC and other regulatory organizations. Changes in regulatory requirements or policies or our failure to comply with current or future requirements could increase our cost of doing business. These requirements may also make portions of our business impossible to operate. WE WILL DEPEND ON OUR PRINCIPAL SUPPLIERS TO DESIGN AND IMPLEMENT THE NEW ICO NETWORK AND THE TELEDESIC NETWORK; DELAYS BY SUPPLIERS IN DELIVERING COMPONENTS OF THE NETWORKS COULD HARM US. We will need to design, develop and implement equipment and systems in order to be able to successfully deploy the networks. We will not independently design and implement much of the equipment or systems. Our suppliers may not be able to develop, manufacture and deliver equipment for the space or terrestrial segments of the network or user equipment, or to provide rockets for satellite deployment. In addition, certain of our contracts provide or may provide in the future our suppliers with a right to delay delivery without incurring any penalty. The occurrence of any of these events could delay our commencement of commercial satellite services and limit the capacity of the networks and the quality of service offered. Any significant delay in implementing and developing the networks or any significant limitations in their performance could materially and adversely affect our operations and market acceptance and increase our development costs and capital requirements. In addition, we may not be able to obtain manufacturing services from alternate providers on a timely basis or on commercially acceptable terms, which could delay or limit our products and services. WE MAY NOT BE ABLE TO SUCCESSFULLY NEGOTIATE MATERIAL CONTRACTS ON REASONABLE TERMS. The successful deployment of the New ICO and Teledesic networks depends, in part, on having contracts for such things as the launch and support of the satellites, deployment of the ground network, and maintenance of the networks. Some of these contracts that relate to the New ICO network may not be finalized until after the mergers take place. The current status of the Teledesic network design makes it likely that most contracts for these items as they relate to the Teledesic network will not be entered into until 2001 at the earliest. Failure to negotiate such contracts on favorable terms could result in higher costs and lower revenues than anticipated. OUR FAILURE TO INTRODUCE NEW PRODUCTS AND SERVICES AND ENHANCE CURRENT PRODUCTS SUCCESSFULLY COULD ADVERSELY AFFECT THE IMPLEMENTATION OF OUR BUSINESS MODEL. Our success depends on: - the successful deployment of largely unproven and, in some instances, undeveloped technology; - the development of new products and services based on this technology; and - in some instances, the desire of customers to purchase these goods and services at volumes that allow us to operate profitably. Any material failure to accomplish any of these milestones could cause our business plan to fail. 15 26 LAUNCH FAILURES MAY RESULT IN SATELLITE LOSS OR DAMAGE; THE EFFECT OF SATELLITE LOSSES OR DAMAGES COULD BE SUBSTANTIAL. Satellite launches are subject to significant risk, including the possibility of disabling damage to or loss of satellites. We cannot assure you that our planned satellite launches will be successful. For example, Old ICO's first satellite was lost during launch on March 12, 2000. If one or more of these satellite launches fail, our ability to commence commercial mobile satellite operations may be delayed. Two or more additional launch or satellite failures would degrade our service quality and reduce the capacity of the networks until such time as we could construct and launch replacement satellites. ERRORS INVOLVING HARDWARE AND SOFTWARE IN SPACE AND ON THE GROUND, OR DELAYS IN THE INTEGRATION OF TECHNOLOGIES, COULD HARM US. Errors involving hardware or software components in space or on the ground, or delays in the integration of the technologies that we employ, may limit services and reduce anticipated revenue. In order to build the New ICO network and the Teledesic network, and to make these networks work together, we and our suppliers and service providers must integrate a number of sophisticated technologies. The integration of these technologies is a complex task that has not previously been accomplished. We will not be able to confirm the ability of the New ICO network and the Teledesic network to function as a whole within their design specifications, including their ability to handle the anticipated amount of data and voice usage with a quality of service expected by the marketplace, until we have deployed a substantial portion of the New ICO network and the Teledesic network. The failure or inability to integrate these businesses successfully could result in the incurrence of additional debt, contingent liabilities and amortization expenses related to goodwill and other intangible assets and other unanticipated expenses and losses, all of which could have a material adverse effect on our financial condition and operating results. OUR NETWORK OF GROUND STATIONS MAY NOT BE COMPLETED ON SCHEDULE. We are in the process of completing our ground stations and bringing them into an operational state. Failure to complete our ground stations on time could delay the launch of our commercial satellite services. We are renegotiating our long-term agreements with ground station operators for the operation and maintenance of our ground stations with a view toward obtaining more favorable terms. We may not be able to successfully renegotiate these agreements on acceptable terms or at all. Deployment of the Teledesic network is dependent, in large part, on the successful deployment and operation of the New ICO network of ground stations. POOR PERFORMANCE OF OUR GROUND STATION OPERATORS COULD AFFECT THE QUALITY OF OUR SERVICES. In some cases we may operate our ground stations under contract with local operators. Failure by these ground station operators to meet their contractual obligations may adversely affect our service quality and capacity. To the extent we are unable to achieve more favorable arrangements with ground station operators, we may have to rely on them to: - provide site infrastructure; - operate and maintain the ground stations; - provide interconnection arrangements for the terrestrial segment of our network to and from the public switched telephone network and through international switching facilities; - provide high capacity cable links between ground stations; and - obtain necessary regulatory approvals for ground station operation. OUR SATELLITES MAY FAIL OR SUFFER DAMAGE PRIOR TO THE END OF THEIR USEFUL LIVES. A significant portion of our tangible assets will be satellites. Premature failure or interruption of one or more satellites, including temporary losses, that for whatever reason are not promptly corrected or 16 27 replaced, could cause gaps in service availability, significantly degrade service quality, increase costs and result in a loss of service, depressed customer satisfaction and demand and, therefore, materially and adversely affect our results of operation. The actual life of a satellite will depend upon a variety of factors, including the quality of construction of the satellite, the quality and durability of its components, the expected degradation of certain components such as the solar panels, batteries and electronics, the orbit in which the satellite is placed and which satellites sustain casualty damage. Our satellites also face risk of damage from meteors or collisions with other objects, and solar storms, which are recurring phenomena. There can be no assurances that the longevity of our satellites will not be adversely affected by any of these factors or events. IF WE CANNOT ESTABLISH CIRCULATION AGREEMENTS IN KEY MARKETS, OUR SUBSCRIBER NUMBERS COULD BE LIMITED. We may need to enter into circulation agreements with many countries in order to ensure that our user equipment may be used in their countries. If we fail to establish unrestricted circulation agreements in key commercial markets, our ability to attract subscribers may diminish. WE MAY BE UNABLE TO FIND DISTRIBUTORS IN SOME TERRITORIES, WHICH COULD DISRUPT THE DISTRIBUTION OF OUR SERVICES, AND OUR DISTRIBUTORS MAY NOT DISTRIBUTE OUR SERVICES OR SERVE OUR CUSTOMERS EFFECTIVELY. In addition to distribution through our own direct sales channels, we plan to distribute our services through authorized distributors. In some countries or territories, we may be unable to identify suitable distributors, or may be unable to reach commercial or technical agreements with potential distributors, and so we may be unable to provide service in these territories. Also, our competitors may enter into distribution arrangements with distributors before us, thereby effectively excluding us from providing service through those channels. We will rely on our distributors to provide billing, customer support and other services to the majority of our customer base. If these services prove inadequate or untimely, this will impair our ability to generate revenues. DEMAND FOR OUR SERVICES MAY NOT MATERIALIZE. There can be no assurance that demand for our services will be sufficient to generate positive cash flows or profits. End user demand for our services will depend on the type, quality and pricing of the services we offer. Our services are expected to be most viable when there is no satisfactory terrestrial-based alternative. We have only limited knowledge about market demand for commercial satellite services, and we will not know the actual level of demand until our networks have operated for some period of time. End user demand for our service could fall below our current expectations. Factors that may negatively affect subscriber demand include: - customers may find service quality unacceptable and/or inferior to existing terrestrial systems due to many factors, including delay in data and voice transmissions, low transmission completion rates and disconnection of transmissions; - we may not be able to price our services competitively or affordably; - suppliers may not be able to develop and manufacture user equipment at a price and to a size necessary to make our service offerings attractive to customers; - an economically viable wireless connection that allows customer's existing cell phones, laptops or other communication device to communicate seamlessly with New ICO products may not be adopted or become available within the timeframe we anticipate; and - demand for data services in areas not already served by terrestrial technologies may prove to be less than expected. We do not know how these service limitations will affect subscriber acceptance. 17 28 SIGNIFICANT COSTS OF RELOCATING EXISTING USERS TO OTHER FREQUENCIES COULD ADVERSELY AFFECT THE DISTRIBUTION OF OUR SERVICES. Existing users on our frequency bands may have to be relocated in order to permit interference-free operation of the New ICO network or the Teledesic network. In the United States, and perhaps other jurisdictions, it may be very costly to relocate existing users involuntarily in a timely fashion. Significant relocation costs could exceed our budgeted amounts and thus adversely affect financial returns and the development of commercial satellite services. OUR SERVICES MAY SUFFER RADIO AND TROPOSPHERIC FREQUENCY INTERFERENCE. In certain countries, government and military organizations operate radios and radars in the lower levels of the Earth's atmosphere known as the troposphere that may interfere with our commercial satellite communication frequency bands. In extreme circumstances, tropospheric radios and radars could cause temporary disruptions in our data and voice services. To mitigate the effects of potential interference, it may be necessary to enter into frequency coordination agreements with governments and operators. We will also need to undertake technical modifications to our satellites or ground stations to mitigate the risk of interference. Frequency coordination efforts and potential technical modifications to the system may result in additional costs in developing our commercial mobile satellite operations. It is also possible that frequency coordination efforts may result in a reduction or limitation to the space segment capacity or quality of service of the networks, either of which could reduce potential revenues. If we cannot enter into frequency coordination agreements or, if necessary, undertake technical modifications to our satellites or ground stations to mitigate the risk of potential radio and radar tropospheric interference, we may not be able to implement our business plan successfully. THE CAPACITY OF OUR NETWORKS CANNOT GROW ABOVE CERTAIN LIMITS WITHOUT SIGNIFICANT ADDITIONAL INVESTMENT; WE MAY NOT BE ABLE TO ALLOCATE CAPACITY TO MARKETS WHERE IT IS NEEDED. The spectrum and satellite infrastructure characteristics of our networks create inherent limitations that prevent capacity expansion. Failure to achieve a commercially viable level of capacity would adversely affect us. Various factors could cause capacity of the networks to be inadequate in particular geographic areas or on a network-wide basis. Most important among these factors will be usage patterns and spectrum available to us. Actual usage patterns may differ from our expectations. We could experience unexpected usage patterns that exceed the capacity of the networks through one or several satellites. If we face significant capacity issues resulting from inadequate spectrum availability, we may face significant regulatory hurdles to increase our spectrum rights. If we were to invest additional capital to improve the capacity or other technical characteristics of the networks, this could delay deployment of the networks or significantly increase other costs. WE MAY NEED TO USE INTELLECTUAL PROPERTY OWNED BY THIRD PARTIES, WHICH MAY INCREASE OUR COSTS. Our business requires that we own or otherwise have the right to use various intellectual property rights. We expect that we will confront intellectual property issues with third parties from time to time in relation to the technology incorporated in or relied on by the networks. In these cases, we may need to secure rights to use the necessary intellectual property in some countries. We may not be able to secure these rights on commercially acceptable terms or at all. If we cannot obtain these rights, we would be required to redesign aspects of the networks to avoid infringement, the cost of which could be considerable. 18 29 POLITICAL EVENTS IN RUSSIA, KAZAKHSTAN OR UKRAINE MAY ADVERSELY AFFECT OUR SATELLITE LAUNCHES. The manufacturer of one of the rocket types that we plan to use in connection with the New ICO network is based in Ukraine and another is based in Russia. In addition, some of our rockets will be launched from Kazakhstan. Changes in laws, treaties, trade agreements, governmental policies or political leadership in Russia, Kazakhstan or Ukraine could affect the political and economic relationships between these countries and the United States. These developments could affect the cost, availability, timing or overall advisability of utilizing these launch service providers and sites. 19 30 COMPETITIVE RISKS THE COMMERCIAL SATELLITE SERVICES SECTOR IS EXTREMELY COMPETITIVE AND SOME COMPETITORS HAVE ENTERED OR WILL ENTER THE MARKET BEFORE US. The satellite services industry is highly competitive. The uncertainties and risks created by this competition are intensified by the continuous technological advances that characterize the industry, regulatory developments that affect competition and alliances between and among industry participants. The industry includes major domestic and international companies, many of which have financial, technical, marketing, sales, distribution and other resources substantially greater than those we possess and which may provide a wider range of products and services than we will provide. The success of our networks will depend on our ability to develop and operate the networks in a timely fashion. Early market entrants may have an advantage over us in providing services and acquiring customers with optimal usage and credit qualities. Regional entrants with relatively simple ground systems that deploy no more than two satellites may also succeed in deploying their systems earlier than us. As a later market entrant, we could face difficulties in establishing our distribution networks if existing telecommunication providers enter into exclusive distribution arrangements with our competitors. Any delay in commencing commercial satellite operations could permit these competitors to establish themselves in target markets before we launch our service, which could have a material adverse effect on our ability to compete. TERRESTRIAL TECHNOLOGIES MAY CAPTURE OUR TARGET MARKET. Terrestrial technologies may be deployed faster and more broadly than we anticipate in our target markets. This may cause us to capture less of the potential market than we anticipate. NEW TECHNOLOGY COULD RENDER OUR TECHNOLOGY OBSOLETE. New technology could render our technology obsolete or less competitive by satisfying customer demand in alternative ways or through the introduction of communications standards incompatible with our technology. The introduction of a number of new technologies could adversely affect our business. 20 31 REGULATORY RISKS WE MAY NEED TO OBTAIN ADDITIONAL REGULATORY APPROVALS OF CONTEMPLATED MODIFICATIONS TO THE TELEDESIC NETWORK DESIGN. We are currently undertaking modifications to Teledesic's network design to better align that design with our developing business plan and the New ICO network. As a result, it is expected that the Teledesic network will differ from the system approved in Teledesic's FCC license and International Telecommunication Union registration. Those aspects of the design that differ will have to be filed with the FCC and, possibly, the International Telecommunication Union. To maintain Teledesic's FCC and International Telecommunication Union priority, any design modifications must not negatively impact the interference environment for other satellite systems seeking to operate in the same radiofrequency spectrum. Teledesic is seeking to ensure that those modifications improve the interference environment for other systems. Failure to obtain FCC approval for those modifications likely would require Teledesic to make certain changes in order to accommodate other applicants for similar systems, which could potentially reduce the capacity or performance of the Teledesic network. In a worst case scenario, Teledesic's system modifications would have to be considered in a new FCC processing round, which could delay the deployment of the Teledesic network or make deployment of the network uneconomical. Failure to obtain FCC approval of its system modifications would also reduce the chances of Teledesic maintaining its current International Telecommunication Union priority. See "Business of Teledesic -- Regulatory." WE NEED TO OBTAIN A SIGNIFICANT NUMBER OF LICENSES AND OTHER REGULATORY APPROVALS BEFORE OFFERING SERVICES. We will operate in a highly regulated industry. Failure to obtain licenses and other authorizations required to deploy and operate our networks could delay the commencement of our satellite operations or reduce the capacity of the networks. These required regulatory approvals include: - assignment of radio frequencies; - frequency coordination agreements and relocation of incumbent users to other frequencies; - equipment standards necessary to protect other services from interference; - operating licenses for ground stations; - procedures for unrestricted circulation and across-border use of user equipment; and - licenses for the provision of communications services. Some of these approvals will be required on a national rather than international basis in every country where we wish to offer services. Failure to obtain necessary approvals could limit the number of countries where we can establish distribution and offer satellite services. We may not be able to obtain national licenses in some target markets before we commence commercial satellite operations. The fees required to obtain national licenses may exceed our budgeted amounts, which could have an adverse effect on our financial returns. WE MAY LOSE OLD ICO'S LICENSES. The sale of assets by Old ICO through the bankruptcy proceedings to New ICO and the ITGL merger may be deemed to be a change of control by various regulatory authorities. As a result, regulatory authorities of the various jurisdictions in which we plan to operate may terminate some existing licenses and we may be unable to obtain additional licenses. U.S. RESTRICTIONS ON FOREIGN OWNERSHIP MAY IMPAIR OUR ABILITY TO OFFER SOME SERVICES. If foreign ownership of our shares exceeds 25%, we might not be able to obtain licenses to offer some types of services, or we may lose licenses permitting us to provide those services. U.S. law limits foreign 21 32 ownership or control of companies holding some types of FCC licenses. We are likely to need licenses subject to a 25% limit to execute our current business plan. We may not be able to limit foreign ownership of our shares in order to comply with the 25% limit. FAILURE TO OBTAIN APPROVALS FOR SATELLITE LAUNCHES COULD DELAY OUR SERVICE LAUNCH. Failure to receive required regulatory approvals for satellite launches could delay deployment of the networks and the commencement of our services. The use of some of our launch service providers, such as International Launch Services, requires U.S. government approval under the Arms Export Control Act and the Export Administration Act. WE COULD LOSE CRITICAL REGULATORY LICENSES IF DEPLOYMENT OF THE TELEDESIC NETWORK OR THE NEW ICO NETWORK IS DELAYED. The FCC generally requires all U.S. satellite licensees to meet certain implementation milestones during the period between the granting of the license and commencement of commercial operations. As of August 10, 2000, Teledesic was not subject to any such milestones, but the FCC is expected to impose them in the near future. Because New ICO satellites have been authorized by non-U.S. regulatory authorities, it is not clear whether those requirements apply to New ICO satellites. When a licensee fails to meet applicable requirements, the licensee must obtain an extension of the due date or the FCC may declare the license null and void. Thus, delays in the deployment of the Teledesic network or the New ICO network could cause the loss of the FCC licenses we need to operate. Under the International Telecommunication Union regulations, transmission to and from at least one satellite in the Teledesic constellation, and possibly more than one satellite, must occur on or before September 26, 2004. If the condition is not met Teledesic will lose its current priority at the International Telecommunication Union which may require Teledesic to file again for priority and to negotiate additional coordination agreements. OUR ABILITY TO OPERATE GROUND STATIONS OUTSIDE THE UNITED STATES DEPENDS ON OBTAINING U.S. REGULATORY APPROVAL FOR THE EXPORT OF REQUIRED EQUIPMENT, SERVICES AND TECHNOLOGY. The export of required equipment, services and technical data required for the operation of our ground stations located outside the United States requires approvals from the U.S. government under U.S. laws and regulations, including the Arms Export Control Act, Nuclear Proliferation Act and Export Administration Act. Failure to receive any of the required approvals, or satisfy all conditions imposed in connection with these approvals, could delay the scheduled deployment of the networks and commencement of our services. For example, current U.S. laws prohibit the export of some ground station equipment and technical data to India, where we intend to operate a ground station. This prohibition may restrict our ability to use that ground station for tracking, telemetry and control and related operations. 22 33 OTHER RISKS PERCEIVED HEALTH RISKS INVOLVING THE USE OF MOBILE PHONES MAY RESULT IN NEW REGULATIONS APPLICABLE TO HANDHELD MOBILE USER EQUIPMENT OR IN LITIGATION. Media reports have suggested: - links between the use of mobile telephones that integrate a transmitting antenna into the handset and health risks, including cancer; and - interference between digital mobile telephones and pacemakers, hearing aids and other electronic medical devices. The perception that there are health risks involving the use of mobile phones could result in several developments, any of which may increase our costs or reduce our revenues: - regulations may change, requiring modifications to handheld mobile user equipment; - we could become subject to litigation in this area; or - demand for our services could be negatively affected. FORWARD-LOOKING STATEMENTS ABOUT PARENT, NEW ICO AND TELEDESIC MAY PROVE INACCURATE. This document and the accompanying documents contain forward-looking statements that are statements about future expectations and are subject to risks and uncertainties. You can find many of these statements by looking for words such as "believe," "expect," "anticipate," "estimates," "intend" or similar expressions in this document or in the materials included with this document. We caution you not to place undue reliance on these statements, which only speak as of the date of this document. Forward-looking statements include information concerning possible or assumed future results of operations of Parent, New ICO or Teledesic, including any forecasts, projections and descriptions of anticipated cost savings or other anticipated synergies related to the mergers. You should note that many factors could affect our actual financial results and could cause actual results to differ materially from those in the forward-looking statements. These factors include those described above and the following: - regulatory authorities may make adverse determinations regarding the mergers or the regulation of our business; - expected cost savings from the mergers may not be fully realized or realized within the expected time frame; - revenues following the mergers may be lower than expected; - competitive pressures facing us may increase significantly; - costs or difficulties related to the integration of the businesses may be greater than expected; - demands placed on management may increase because of the substantial increase in the combined company's size; - financing and other costs may increase unexpectedly; - general economic or business conditions where our companies do business, either nationally or internationally, may be less favorable than expected; - legislative or regulatory changes may adversely affect the communications industry; and - other opportunities may be presented to and be pursued by us. 23 34 ITGL SPECIAL STOCKHOLDERS' MEETING This document is being furnished to stockholders of ITGL as part of the solicitation of proxies by the ITGL board of directors for use at the ITGL special stockholders' meeting to be held on , 2000 at [TIME] local time, at [PLACE]. The purposes of the ITGL special stockholders' meeting are to: - consider and vote on a proposal to approve and adopt the New ICO merger agreement; and - transact other business that may properly come before the special stockholders' meeting and any postponement or adjournment. A form of proxy for use at the ITGL special stockholders' meeting accompanies each copy of this document mailed to holders of ITGL common stock. RECOMMENDATION OF THE ITGL BOARD The ITGL board approved and adopted the New ICO merger agreement and the Teledesic merger agreement. The ITGL board believes the transactions contemplated by the New ICO merger agreement are advisable and in the best interests of ITGL and its stockholders. Accordingly, the ITGL board recommends ITGL stockholders vote FOR approval and adoption of the New ICO merger agreement. For a discussion of the factors the ITGL board considered in making this recommendation, see "Background of the Mergers -- Reasons of ITGL for the Mergers." RECORD DATE AND VOTE REQUIRED The ITGL board has fixed the close of business on , 2000 as the record date to determine the stockholders entitled to receive notice of and to vote at the ITGL special stockholders' meeting. Each holder of ITGL Class A common stock on the ITGL record date is entitled to one vote per share and each holder of ITGL Class B common stock is entitled to ten votes per share held on all matters properly presented at the ITGL special stockholders' meeting. As of the close of business on the ITGL record date, shares of ITGL Class A common stock and 60,000,000 shares of Class B common stock were outstanding and entitled to vote, held by holders of record. The presence, in person or by proxy, of the holders of a majority of the voting power represented by the outstanding shares of ITGL common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the ITGL special stockholders' meeting. Approval of the New ICO merger agreement requires the affirmative vote of the holders of a majority of the voting power represented by the outstanding shares of ITGL common stock. As of , 2000, directors and executive officers of ITGL and their affiliates owned shares of ITGL Class A common stock and shares of Class B common stock, representing approximately % of the total voting power represented by the common shares of ITGL outstanding as of the record date. VOTING OF PROXIES Proxies for shares of ITGL common stock may be submitted by completing, signing, dating and mailing the enclosed proxy card in accordance with the instructions set forth on the card. If an executed proxy card is returned and the stockholder has explicitly abstained from voting on any matter, the shares represented by the proxy will be considered present at the ITGL special stockholders' meeting for purposes of determining a quorum. Failure to vote, or expressly abstaining from voting, will have the same effect as a vote against the New ICO merger. If the enclosed proxy card is properly executed and returned to ITGL in time to be voted at the ITGL special stockholders' meeting, the shares represented by it will be voted in accordance with the instructions marked on it. Executed proxies without instructions will be voted "For" approval and adoption 24 35 of the New ICO merger agreement. Although the ITGL board knows of no business to be presented at the special stockholders' meeting other than that described in this document, if any other business is so presented, including: - a motion to adjourn or postpone the meeting to another time or place for the purpose of soliciting additional proxies in favor of the approval and adoption of the New ICO merger agreement; or - to permit the dissemination of information regarding material developments relating to the merger proposal or otherwise germane to the ITGL special stockholders' meeting; the persons named in the proxy card will vote the shares represented by the proxy upon these matters as determined in their discretion. Approval of the New ICO merger agreement also will have the effect of approving and adopting: - the certificate of designation of Parent's Series A and Series B preferred stock, included as Appendix to this document; - Parent's amended and restated certificate of incorporation, included as Appendix to this document; and - Parent's amended and restated bylaws, included as Appendix to this document. If the ITGL special stockholders' meeting is adjourned for any reason, the approval and adoption of the New ICO merger agreement may be considered and voted upon by stockholders at the subsequently reconvened meeting. Assuming a new record date is not required, all proxies will be voted in the same manner as they would have been voted at the original meeting, except for any proxies that have been properly withdrawn or revoked. REVOKING PROXIES A proxy may be revoked by: - filing with the secretary of ITGL, at or before the vote at the ITGL special stockholders' meeting, a written notice of revocation dated after the date of the proxy; - signing a later dated proxy relating to the same shares and delivering it to the secretary of ITGL before the ITGL special stockholders' meeting; or - attending the ITGL special stockholders' meeting and voting in person. Attendance at the ITGL special stockholders' meeting, however, will not in and of itself constitute a revocation of a proxy. All written notices of revocation and other communications about revocation of ITGL proxies should be addressed to ITGL at 2300 Carillon Point, Kirkland, Washington 98033, Attention: C. James Judson, Secretary, or hand delivered to the secretary at or before the taking of the vote at the ITGL special stockholders' meeting. SOLICITATION OF PROXIES The cost of soliciting proxies for the ITGL special stockholders' meeting will be borne by ITGL. In addition to soliciting proxies by mail, proxies may be solicited personally or by telephone, facsimile, or other means of communications by directors, officers and employees of ITGL. These persons will not be specifically compensated for these activities, but they may be reimbursed for reasonable out-of-pocket expenses in connection with this solicitation. ITGL stockholders should not send stock certificates with their proxy cards. 25 36 NEW ICO SPECIAL STOCKHOLDERS' MEETING This document is being furnished to stockholders of New ICO as part of the solicitation of proxies by the New ICO board of directors for use at the New ICO special stockholders' meeting to be held on , 2000 at local time, at [PLACE]. The purposes of the New ICO special stockholders' meeting are to: - consider and vote on a proposal to approve and adopt the New ICO merger agreement; and - transact other business that may properly come before the special stockholders' meeting and any postponement or adjournment. A form of proxy for use at the New ICO special stockholders' meeting accompanies each copy of this document mailed to holders of New ICO common stock. RECOMMENDATION OF THE NEW ICO BOARD Upon the unanimous recommendation of the New ICO independent advisory committee, the New ICO board approved and adopted the New ICO merger agreement. The New ICO board believes the transactions contemplated by the New ICO merger agreement are advisable and in the best interests of New ICO and its stockholders. Accordingly, the New ICO board recommends New ICO stockholders vote FOR approval and adoption of the New ICO merger agreement. For a discussion of the factors the New ICO board considered in making this recommendation, see "Background of the Mergers -- Reasons of New ICO for the New ICO Merger." RECORD DATE AND VOTE REQUIRED The New ICO board has fixed the close of business on , 2000 as the record date to determine the stockholders entitled to receive notice of and to vote at the New ICO special stockholders' meeting. Each holder of New ICO Class A common stock on the New ICO record date is entitled to one vote per share and each holder of Class B common stock on the New ICO record date is entitled to ten votes per share held on all matters properly presented at the New ICO special stockholders' meeting. As of the close of business on the New ICO record date, shares of New ICO Class A common stock were outstanding and entitled to vote, held by holders of record, and 31,003,382 shares of New ICO Class B common stock were outstanding and entitled to vote, held by one holder of record. The presence, in person or by proxy, of the holders of a majority of the voting power represented by the outstanding shares of New ICO common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the New ICO special stockholders' meeting. Approval of the proposal requires the affirmative vote of the holders of a majority of the voting power represented by the outstanding shares of New ICO common stock. As of , 2000, ITGL, a company controlled by New ICO's chairman, Craig McCaw, owned 31,003,382 shares of New ICO Class B common stock, representing approximately % of the total voting power represented by the shares of New ICO common stock outstanding as of the record date. ITGL is contractually obligated to vote for approval of the New ICO merger agreement. Accordingly, approval of the New ICO merger agreement by the New ICO stockholders is assured. VOTING OF PROXIES Proxies for shares of New ICO common stock may be submitted by completing signing, dating and mailing the enclosed proxy card in accordance with the instructions set forth on the card. If an executed proxy card is returned and the stockholder has explicitly abstained from voting on any matter, the shares represented by the proxy will be considered present at the New ICO special stockholders' meeting for purposes of determining a quorum. Failure to vote, or expressly abstaining from voting, will have the same effect as a vote against the New ICO merger agreement. 26 37 If the enclosed proxy card is properly executed and returned to New ICO in time to be voted at the New ICO special stockholders' meeting, the shares represented by it will be voted in accordance with the instructions marked on it. Executed proxies without instructions will be voted "For" approval and adoption of the New ICO merger agreement. Although the New ICO board knows of no business to be presented at the special stockholders' meeting other than that described in this document, if any other business is so presented, including: - a motion to adjourn or postpone the meeting to another time or place for the purpose of soliciting additional proxies in favor of the approval and adoption of the New ICO merger agreement; or - to permit the dissemination of information regarding material developments relating to the merger proposal or otherwise germane to the New ICO special stockholders' meeting; the persons named in the proxy card will vote the shares represented by the proxy upon these matters as determined in their discretion. Approval of the New ICO merger agreement also will have the effect of approving and adopting: - the certificate of designation of Parent's Series A and Series B preferred stock, included as Appendix G to this document; - Parent's amended and restated certificate of incorporation, included in Appendix I to this document; and - Parent's amended and restated bylaws, included as Appendix F to this document. If the New ICO special stockholders' meeting is adjourned for any reason, the approval and adoption of the merger agreement may be considered and voted upon by stockholders at the subsequently reconvened meeting. Assuming a new record date is not required, all proxies will be voted in the same manner as they would have been voted at the original meeting, except for any proxies that have been properly withdrawn or revoked. REVOKING PROXIES A proxy may be revoked by: - filing with the secretary of New ICO, at or before the vote at the New ICO special stockholders' meeting, a written notice of revocation dated after the date of the proxy; - signing a later dated proxy relating to the same shares and delivering it to the secretary of New ICO before the New ICO special stockholders' meeting; or - attending the New ICO special stockholders' meeting and voting in person. Attendance at the New ICO special stockholders' meeting, however, will not in and of itself constitute a revocation of a proxy. All written notices of revocation and other communications about revocation of New ICO proxies should be addressed to New ICO, Commonwealth House, 2 Chalkhill Road, Hammersmith, London W6 8DW, England, Attention: Gardner L. Grant, Jr., General Counsel, or Broadband Center, 1445 120th Avenue NE, Bellevue, Washington 98005, Attention: Barbara Worlein, Corporate Secretary, or hand delivered to the secretary at or before the taking of the vote at the New ICO special stockholders' meeting. SOLICITATION OF PROXIES The cost of soliciting proxies for the New ICO special stockholders' meeting will be borne by New ICO. In addition to soliciting proxies by mail, proxies may be solicited personally or by telephone, facsimile, or other means of communications by directors, officers and employees of New ICO. These persons will not be specifically compensated for these activities, but they may be reimbursed for reasonable out-of-pocket expenses in connection with this solicitation. New ICO stockholders should not send stock certificates with their proxy cards. 27 38 TELEDESIC SPECIAL STOCKHOLDERS' MEETING This document is being furnished to stockholders of Teledesic as part of the solicitation of proxies by the Teledesic board of directors for use at the special stockholders' meeting to be held on , 2000 at [TIME] local time, at [PLACE]. The purposes of the Teledesic special stockholders' meeting are to: - consider and vote on a proposal to approve and adopt the Teledesic merger agreement; and - transact other business that may properly come before the special stockholders' meeting and any postponement or adjournment. A form of proxy for use at the Teledesic special stockholders' meeting accompanies each copy of this document mailed to holders of Teledesic common stock. RECOMMENDATION OF THE TELEDESIC BOARD Upon the unanimous recommendation of the Teledesic independent advisory committee, the Teledesic board approved and adopted the amended Teledesic merger agreement. The Teledesic board believes the transactions contemplated by the amended Teledesic merger agreement are advisable and in the best interests of Teledesic and its stockholders. Accordingly, the Teledesic board recommends Teledesic stockholders vote FOR approval and adoption of the amended Teledesic merger agreement. For a discussion of the factors the Teledesic board considered in making this recommendation, see "Background of the Mergers -- Reasons of Teledesic for the Teledesic Merger." RECORD DATE AND VOTE REQUIRED The Teledesic board has fixed the close of business on , 2000 as the record date to determine the stockholders entitled to receive notice of and to vote at the Teledesic special stockholders' meeting. Each holder of Teledesic Class A common stock on the Teledesic record date is entitled to one vote per share, each holder of Class B common stock on the Teledesic record date is entitled to ten votes per share, and the sole holder of Teledesic Class C shares is entitled to 279,900,000 votes for all of the outstanding Teledesic Class C shares, held on all matters properly presented at the Teledesic special meeting. As of the close of business on the Teledesic record date, shares of Teledesic Class A common stock were outstanding and entitled to vote, held by holders of record, 75,675,275 shares of Teledesic Class B common stock were outstanding and entitled to vote, held by nine holders of record, and 50,000 shares of Teledesic Class C common stock were outstanding and entitled to vote held by one holder of record. The presence, in person or by proxy, of the holders of a majority of the voting power represented by the outstanding shares of Teledesic common stock is necessary to constitute a quorum for the transaction of business at the Teledesic special meeting. Approval of the Teledesic merger agreement requires the affirmative vote of the holders of a majority of the voting power represented by the outstanding shares of Teledesic common stock. In addition, the separate affirmative vote of each holder of at least 20% of Teledesic Class B common stock is required to approve the Teledesic merger agreement. As of August 7, 2000, directors and executive officers of Teledesic and their affiliates owned shares of Teledesic common stock, representing approximately % of the total voting power of the shares of Teledesic common stock outstanding as of the record date. VOTING OF PROXIES Proxies for shares of Teledesic common stock may be submitted by completing, signing, dating and mailing the enclosed proxy card in accordance with the instructions set forth on the card. If an executed proxy card is returned and the stockholder has explicitly abstained from voting on any matter, the shares represented by the proxy will be considered present at the Teledesic special stockholders' meeting for purposes of determining a quorum. Failure to vote, or expressly abstaining from voting will have the same effect as a vote against the Teledesic merger agreement. 28 39 If the enclosed proxy card is properly executed and returned to Teledesic in time to be voted at the Teledesic special stockholders' meeting, the shares represented by it will be voted in accordance with the instructions marked on it. Executed proxies without instructions will be voted "For" approval and adoption of the Teledesic merger agreement. Although the Teledesic board knows of no business to be presented at the special stockholders' meeting other than that described in this document, if any other business is so presented, including: - a motion to adjourn or postpone the meeting to another time or place for the purpose of soliciting additional proxies in favor of the approval and adoption of the Teledesic merger agreement; or - to permit the dissemination of information regarding material developments relating to the merger proposal or otherwise germane to the Teledesic special stockholders' meeting; the persons named in the proxy card will vote the shares represented by the proxy upon these matters as determined in their discretion. If the Teledesic special stockholders' meeting is adjourned for any reason, the approval and adoption of the amended Teledesic merger agreement may be considered and voted upon by stockholders at the subsequently reconvened meeting. Assuming a new record date is not required, all proxies will be voted in the same manner as they would have been voted at the original meeting, except for any proxies that have been properly withdrawn or revoked. REVOKING PROXIES A proxy may be revoked by: - filing with the secretary of Teledesic, at or before the vote at the Teledesic special stockholders' meeting, a written notice of revocation dated after the date of the proxy; - signing a later dated proxy relating to the same shares and delivering it to the secretary of Teledesic before the Teledesic special stockholders' meeting; or - attending the Teledesic special stockholders' meeting and voting in person. Attendance at the Teledesic special stockholders' meeting, however, will not in and of itself constitute a revocation of a proxy. All written notices of revocation and other communications about revocation of Teledesic proxies should be addressed to Teledesic at Broadband Center, 1445 120th Avenue NE, Bellevue, Washington 98005, Attention: Barbara Worlein, Corporate Secretary, or hand delivered to the secretary at or before the taking of the vote at the Teledesic special stockholders' meeting. SOLICITATION OF PROXIES The cost of soliciting proxies for the Teledesic special stockholders' meeting will be borne by Teledesic. In addition to soliciting proxies by mail, proxies may be solicited personally or by telephone, facsimile, or other means of communications by directors, officers and employees of Teledesic. These persons will not be specifically compensated for these activities, but they may be reimbursed for reasonable out-of-pocket expenses in connection with this solicitation. Teledesic stockholders should not send stock certificates with their proxy cards. 29 40 THE NEW ICO MERGER BACKGROUND OF THE MERGER Old ICO was a development stage global mobile communications group established in January 1995 to provide global, mobile personal communications services utilizing a network of satellites. From 1995 until August 1999, Old ICO was engaged in the design, development and construction of a global mobile communications system using a constellation of high performance satellites in medium earth orbit and a global ground telecommunications network. On August 27, 1999, Old ICO, filed for protection from its creditors under chapter 11 of the United States bankruptcy code. At that same date, Old ICO commenced related proceedings in Bermuda and in the Cayman Islands. In order to finance operating expenses during the chapter 11 case, Old ICO sought debtor-in-possession financing from a variety of potential investors. While negotiating the terms of this financing, Old ICO was approached by Mr. McCaw, who expressed interest in acquiring a controlling stake in Old ICO or a successor to Old ICO. Eagle River Investments, LLC, an entity controlled by Mr. McCaw, with the assistance of Teledesic, then undertook a review and analysis of Old ICO, its business plan, assets and potential opportunities. To that end, on October 31, 1999, Eagle River executed a binding letter agreement with Old ICO. Pursuant to the binding letter agreement, Eagle River and ITGL, to which Eagle River assigned certain of its funding obligations, agreed to acquire a controlling interest in New ICO and also agreed to and did provide: - $95.5 million in debtor-in-possession financing to the extent not otherwise provided by Old ICO's existing investors in order to enable Old ICO to continue to operate through the end of calendar year 1999; - up to an additional $275 million in debtor-in-possession financing to enable Old ICO to continue to operate until the Spring of 2000; and - $577 million of financing together with an additional $123 million provided by other investors, to fund Old ICO's emergence from chapter 11. The terms and conditions on which the financing contemplated by the binding letter agreement was to be provided were set forth in two documents, a credit agreement dated as of November 8, 1999 among Old ICO, as borrower, Eagle River, other lenders and Credit Suisse First Boston Management Corporation, as agent, and a definitive agreement dated February 4, 2000 between Old ICO and Eagle River. Investments under the credit agreement were structured as secured loans in order to provide protection to the lenders in the event that Old ICO was unable to emerge from chapter 11. The loans were convertible into equity interests in New ICO if Old ICO's plan of reorganization was confirmed by the bankruptcy court and certain other conditions were satisfied. Because Eagle River's business plan for New ICO differed significantly from Old ICO's original business plan, Eagle River required that certain key vendor contracts be amended as a condition to funding certain advances. On February 4, 2000, Old ICO executed memoranda of agreement with Hughes Space and Communications International, Inc., Hughes Network Systems and NEC Corporation, under which each of the parties agreed to amend the underlying contracts to Eagle River's satisfaction. From October 31, 1999 through February 9, 2000, Eagle River pursued a number of alternatives for structuring the operations and ownership of New ICO, including the possibility of assigning all or a portion of its position under the definitive agreement to Teledesic. 30 41 On February 9, 2000, Eagle River formed ITGL and assigned to ITGL certain of its rights and obligations under the definitive agreement and its rights and obligations as a lender under the credit agreement. Beginning in February of 2000, the ITGL management and board of directors explored the possibility of merging ITGL, New ICO and Teledesic. While negotiating the terms of the Teledesic merger, ITGL's management analyzed the benefits and synergies of also merging with New ICO. The merger of New ICO with ITGL was discussed with the Old ICO management and was contemplated in Old ICO's plan of reorganization. On May 3, 2000, the bankruptcy court approved Old ICO's plan of reorganization. As contemplated by the definitive agreement, New ICO subsequently raised $122.9 million from outside investors and, as provided in the definitive agreement, Eagle River invested an additional $577.1 million and converted its debt holdings in New ICO into equity. On May 17, 2000, Old ICO's plan of reorganization became effective. On that day, Old ICO transferred substantially all of its assets to New ICO in exchange for shares of New ICO Class A common stock. As a result of the events described above, as of May 17, 2000, Mr. McCaw, directly and indirectly through Eagle River and ITGL, held a controlling interest in New ICO. On May 18, 2000, ITGL presented to the board of directors of New ICO a term sheet for the merger of New ICO with ITGL. Under the proposed term sheet the stockholders of New ICO would receive one share of ITGL Class A common stock for each share of capital stock of New ICO. At a meeting of the board of directors of New ICO on May 18, 2000, New ICO established an independent advisory committee of the New ICO board of directors consisting of three independent directors of New ICO to evaluate the ITGL merger proposal and advise the board of directors of New ICO with respect to the proposal. The New ICO board of directors also authorized the independent advisory committee to select and engage independent legal and financial advisors, at New ICO's expense, to advise the committee on matters regarding the ITGL merger proposal. Members of the committee were Donna Alderman, as chairperson, Craig Scott Bartlett and Charles M. Skibo. The independent advisory committee met on or about June 8, 2000 to discuss the terms of the merger proposed by ITGL and to select its legal and financial advisors. A number of nationally recognized legal and financial advisors were considered by the independent advisory committee. On or about June 13, 2000, the independent advisory committee determined to retain Cadwalader, Wickersham & Taft as its legal advisor and Jefferies & Company as its financial advisor. Although negotiations of the terms of engagement of Jefferies continued until the engagement letter was executed, Jefferies began its review of New ICO, ITGL and Teledesic soon after the independent advisory committee determined to retain Jefferies as its financial advisor. During late June, several telephone calls occurred among the chairperson of the independent advisory committee and the committee's legal advisor concerning planned due diligence activities and general terms of the proposed New ICO merger. The chairperson apprised the other members of the results of those calls. In early July, legal and financial advisors of the independent advisory committee began due diligence activities, which continued for the next several weeks. During the week of July 2, 2000, Davis Wright Tremaine, legal advisor to ITGL, circulated a draft merger agreement to the independent advisory committee and its legal advisor. On July 10, 2000, the independent advisory committee held a telephonic meeting. Present at the meeting were all of the members of the independent advisory committee and its legal advisor, who provided a report of ongoing discussions between representatives of New ICO and ITGL and answered questions raised by members of the independent advisory committee. The legal advisor also advised the independent advisory committee of the fiduciary duties of boards of directors and the special committee process under Delaware law. 31 42 During late July, legal advisors to the independent advisory committee and to ITGL specializing in taxation matters engaged in discussions regarding the best structure to allow the proposed New ICO merger to achieve the desired holding company structure while still qualifying as a tax free reorganization. As a result of these discussions, the structure of the proposed New ICO merger was changed so that ITGL would merge into New ICO, and ITGL would cease to exist. On July 31, 2000, the independent advisory committee held a telephonic meeting. Present at the meeting were all of the members of the independent advisory committee and its legal and financial advisors. The independent advisory committee reviewed a draft of the New ICO merger agreement, the Teledesic merger agreement and materials regarding fiduciary duties of special committees. The legal advisor to the independent advisory committee discussed the revised structure of the proposed New ICO merger to enable it to qualify for tax free treatment and the ongoing negotiations of the New ICO merger agreement, and answered questions raised by the members of the independent advisory committee. The independent advisory committee's financial advisor presented its preliminary valuation analysis, including the results of due diligence efforts, a discounted cash flow analysis, comparable companies analysis and last round of investment analysis. The independent advisory committee's financial and legal advisors also answered questions raised by the members of the independent advisory committee. At this meeting, the independent advisory committee's financial advisor indicated on a preliminary basis that an exchange ratio of one-to-one was at the lower end of the range of fairness. On July 31, 2000, the engagement letter retaining Jefferies & Company, Inc. as the independent advisory committee's financial advisor was executed by the chairperson, representatives of New ICO and Jefferies. On August 1, 2000, the independent advisory committee held a telephonic meeting. Present at the meeting were all of the members of the independent advisory committee and its legal and financial advisors. The independent advisory committee's financial advisor presented its revised preliminary valuation and various valuation methods. The independent advisory committee's legal advisor discussed the ongoing negotiations of the New ICO merger agreement and negotiation strategy with the independent advisory committee. On August 1, 2000, after the independent advisory committee meeting, the chairperson and the New ICO committee's legal and financial advisors discussed with representatives of ITGL and its legal advisor the exchange ratio, indicating that they thought a reduction in the exchange ratio was appropriate. The discussion concluded without an agreement. On August 4, 2000, the chairperson engaged in further negotiations with representatives of ITGL regarding the exchange ratio and apprised the other members of the independent advisory committee and its legal and financial advisors of such negotiations throughout the day. After substantial negotiations, the chairperson and representatives of ITGL tentatively agreed on an exchange ratio of 0.97 shares of New ICO capital stock for each share of ITGL capital stock as the merger consideration. The independent advisory committee held a telephonic meeting on the morning of August 7, 2000. Present at the meeting were all of the members of the independent advisory committee and its legal and financial advisors. The independent advisory committee reviewed the revised New ICO merger agreement, the Teledesic merger agreement, and other documents circulated by its legal advisor. The independent advisory committee's legal advisor updated the independent advisory committee on the ongoing negotiations of the New ICO merger agreement and addressed questions raised by the members of the independent advisory committee. The chairperson updated the parties in attendance at the meeting of the negotiations of August 4, 2000 and the proposed exchange ratio of 0.97. The independent advisory committee's financial advisor presented to the independent advisory committee a summary of its financial analyses and conveyed its preliminary determination that the exchange ratio of 0.97 New ICO shares to one ITGL share was within the range of fairness. The independent advisory committee's financial advisor also answered questions raised by the members of the committee. 32 43 The independent advisory committee held another telephonic meeting on the evening of August 7, 2000. Present at the meeting were all of the members of the independent advisory committee and its legal and financial advisors. The independent advisory committee's financial advisor presented its revised preliminary valuation. After review of the independent advisory committee's financial advisor's presentation, the members of the independent advisory committee asked questions of their financial advisor and discussed the valuation methods used by their financial advisor. On the morning of August 9, 2000, the independent advisory committee held a telephonic meeting. Present at the meeting were all of the members of the independent advisory committee and its legal and financial advisors. The independent advisory committee's legal advisor discussed the terms of the New ICO merger agreement and related documents. The independent advisory committee's financial advisors presented to the independent advisory committee a summary of its final analyses on the strategic rationale for and financial analyses related to the proposed New ICO merger and its oral opinion that the exchange ratio of 0.97 shares of New ICO capital stock for one share of ITGL capital stock under the New ICO merger agreement was fair, from a financial point of view, to New ICO, which opinion was subsequently confirmed in writing. After an extensive review and discussion of the proposed merger, the independent advisory committee unanimously approved the New ICO merger and related agreements, subject to finalization of the New ICO merger agreement, declared them advisable and resolved to recommend that the board of directors of New ICO approve the merger and related agreements. The independent advisory committee also authorized the chairperson to negotiate further non-material terms of the New ICO merger agreement. On August 9, 2000, the independent advisory committee's financial advisor delivered its final executed written fairness opinion to the independent advisory committee at the meeting of the board of directors of New ICO. Legal advisors of each of ITGL and New ICO continued negotiations of non-material terms of the New ICO merger agreement and related documents for the next two days. On August 9, 2000, the New ICO board of directors met and reviewed the New ICO merger agreement, the fairness opinion to be delivered by the financial advisor and its analysis underlying the fairness opinion. The independent advisory committee informed the board of its receipt of the fairness opinion from the independent advisory committee's financial advisor. The board discussed the financial terms of the proposed New ICO merger, the benefits of the New ICO merger and the independent advisory committee's analysis of the New ICO merger terms. The New ICO board of directors then approved the New ICO merger agreement in its substantially final form by the vote of the directors. Russell Daggatt and Dennis M. Weibling abstained from the vote and Craig O. McCaw was not present at the meeting. On August 11, 2000, the board of directors of ITGL met to review the terms of the New ICO merger and the substantially final draft of the New ICO merger agreement. ITGL management representatives and advisors provided an overview of the New ICO merger and answered questions relating to the structure of the New ICO merger, the economic effect of the New ICO merger and the terms of the New ICO merger agreement. The ITGL board of directors then approved the New ICO merger agreement in its substantially final form by vote of the directors. Russell Daggatt and Dennis Weibling abstained from the vote and Mr. McCaw was not present. Later on August 11, 2000, representatives from ITGL and New ICO concluded the final form of New ICO merger agreement and executed and delivered the New ICO merger agreement. ITGL'S REASONS FOR THE NEW ICO MERGER The board of directors of ITGL has determined that the proposed merger with New ICO is in the best interests of ITGL and its stockholders. Accordingly, the ITGL board of directors has approved and declared advisable the New ICO merger agreement and recommends that the ITGL stockholders vote "For" approval and adoption of the New ICO merger agreement. 33 44 As described above under "-- Background of the New ICO Merger", the decision of the ITGL board of directors to approve the New ICO merger agreement and the New ICO merger was preceded by extensive internal and external discussions and evaluation. As part of that evaluation, the ITGL board of directors analyzed the benefits and potential synergies achieved as a result of the New ICO and Teledesic mergers. Representatives of ITGL also extensively negotiated the terms and conditions of the New ICO merger agreement with the independent advisory committee of New ICO. During the period in which Eagle River, Teledesic and then ITGL evaluated the business plan and opportunities of Old ICO, through the time the terms of the definitive New ICO merger agreement were agreed, ITGL continued to evaluate the benefits of the mergers. The ITGL board of directors considered, among other things, the following factors without assigning relative weights to them: - the terms and conditions of the New ICO merger agreement, including but not limited to the exchange ratio, the covenants of each party and the conditions to closing; - the prospective ability of the combined companies to fund their business operations after the mergers; - the potential for synergies from the companies' complementary assets and businesses; - the current conditions in, and the future prospects of, the satellite communications industry and the relative competitive positions of New ICO and Teledesic; - the ability to deploy New ICO's modified and upgraded satellite system; - the ability of Teledesic to build on the New ICO network platform for the next generation of telecommunications satellites; - the combined companies' ability, as a result of the mergers, to offer the capability to transition customers from the New ICO-based services at data transmission rates of hundreds of kilobits per second to Teledesic-based service offering true broadband data transmission rates of up to hundreds of megabits per second; and - the ability to complete the mergers on a tax-free basis. NEW ICO'S REASONS FOR THE NEW ICO MERGER The independent advisory committee determined that the New ICO merger is fair to and in the best interests of New ICO and its stockholders, approved the New ICO merger and related agreements, and unanimously recommended that the board of directors of New ICO adopt the New ICO merger agreement. The independent advisory committee believes that, following the New ICO merger, New ICO will have greater financial strength, operational efficiencies and growth potential than any of New ICO, Teledesic or ITGL would have on its own. The independent advisory committee also identified a number of potential benefits of the proposed New ICO merger, including the following: - the potential for synergies from the companies' complementary assets and businesses; - the prospective ability of ITGL to raise capital to fund development of New ICO and future business operations; - the combined companies' ability, as a result of the mergers, to offer the capability to transition customers from the New ICO-based services at data transmission rates of hundreds of kilobits per second to Teledesic-based service offering true broadband data transmission rates of up to hundreds of megabits per second; and - a significantly stronger capital structure and financial resources providing greater operating flexibility; 34 45 - a larger market size that may result in increased interest by institutional investors; and - enabling and facilitating the deployment of New ICO's modified and upgraded satellite system. In reaching its determination to approve the New ICO merger, the independent advisory committee also considered, in addition to the factors described above: - information concerning the financial performance and condition, business operations, capital and prospects of each of ITGL, New ICO and Teledesic on a stand-alone basis as well as on a combined basis; - current economic and financial trends and future prospects of the telecommunications industry, including the benefits of advancements of the satellite telecommunications industry and the relative competitive positions of New ICO and Teledesic; - the relative contributions of Teledesic's licenses to New ICO's current business plan and network platform; - the valuation ascribed to New ICO's capital stock in the New ICO merger agreement and the valuation implied for the combined entity; - the value created for the stockholders of New ICO as well as the stockholders of ITGL and Teledesic by combining the assets and systems of New ICO, ITGL and Teledesic; - the oral and written opinion delivered by Jefferies to the independent advisory committee on August 9, 2000 to the effect that, as of that date and based on and subject to the assumptions, limitations and qualifications in the opinion, the ratio for exchanging shares of ITGL's capital stock for shares of New ICO's capital stock is fair, from a financial point of view, to New ICO; - the valuation analyses presented by Jefferies, including the last round of investment analysis; - the effectiveness of the New ICO merger in implementing and accelerating New ICO's growth strategy compared to New ICO continuing as a stand-alone company; - the expectation that the New ICO merger would be accomplished on a tax-free basis for federal income tax purposes; - the structure of the New ICO merger and the terms and conditions of the New ICO merger agreement including, but not limited to, the exchange ratio, the covenants of each party and the conditions to closing; and - the likelihood of the New ICO merger being approved by the appropriate regulatory authorities. The independent advisory committee also considered potential risks relating to the New ICO merger, including: - the risk that the benefits and synergies sought from the New ICO merger would not be fully achieved; - the risk that the New ICO merger would not be completed; - the risk that the Teledesic merger would not be completed and the potential benefits from the synergies created from the Teledesic merger would not be realized; - the highly speculative nature of future financial performances projected by ITGL, New ICO and Teledesic utilized by Jefferies in its valuation materials and the risk that each of ITGL, New ICO and Teledesic may not achieve such projections; - the risk that certain events may occur prior to closing of the mergers that may affect valuation of ITGL, New ICO and Teledesic; and - the limitations imposed by the New ICO merger agreement on the conduct of New ICO's business prior to the New ICO merger. 35 46 The independent advisory committee believes that these risks were outweighed by the potential benefits to be realized by the New ICO merger. The foregoing discussion of the information and factors considered by the independent advisory committee is not intended to be exhaustive but includes all material factors considered by the independent advisory committee. In view of the wide variety of information and factors considered, the independent advisory committee did not find it practical to, and did not, assign any relative or special weights to the foregoing factors, and individual members of the independent advisory committee may have given differing weights to different factors. The independent advisory committee approved and recommended the New ICO merger agreement and the transactions contemplated by the New ICO merger agreement in consideration of all of the facts, matters and information brought to its attention. Taking into account all of the material facts, matters and information, including those described above, the independent advisory committee believes that the terms of the New ICO merger agreement and the transactions provided for therein are fair to and in the best interests of New ICO's stockholders. OPINION OF NEW ICO FINANCIAL ADVISOR REGARDING THE NEW ICO MERGER The independent advisory committee to the board of directors of New ICO retained Jefferies & Company to render an opinion as to the fairness to New ICO, from a financial point of view, of the exchange ratio in the New ICO merger. The independent advisory committee retained Jefferies & Company based on Jefferies & Company's experience as a financial advisor in connection with mergers and acquisitions and in securities valuations generally, as well as Jefferies & Company's familiarity with Old ICO and New ICO. On August 9, 2000, Jefferies & Company rendered an oral opinion, which was confirmed by delivery of its written opinion dated August 9, 2000 to the independent advisory committee to the effect that, as of such date and based upon and subject to the assumptions, limitations and qualifications set forth in the opinion, the exchange ratio was fair to New ICO, from a financial point of view. The form and amount of the consideration was determined through negotiations between New ICO and ITGL, and Jefferies & Company did not recommend to New ICO that any specific consideration was appropriate for the transaction. The full text of the opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken by Jefferies & Company, is attached as Appendix E to this document and is incorporated into this document by reference. The opinion is directed to the independent advisory committee, and addresses only the fairness to New ICO, from a financial point of view, of the exchange ratio. Jefferies & Company provided the opinion to inform and assist the independent advisory committee in connection with its consideration of the New ICO merger. The opinion does not constitute a recommendation to any New ICO stockholder as to how the stockholder should vote, or as to what action to take, with respect to the proposed New ICO merger. The opinion does not address the relative merits of the proposed New ICO merger or any other transactions or business strategies that may have been considered by the New ICO board as alternatives to the proposed New ICO merger, or the underlying business decision of the New ICO board to proceed with the New ICO merger. The summary of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Stockholders are urged to read the opinion carefully and in its entirety. In the course of performing its review and analyses for rendering its opinion, Jefferies & Company, among other things: - reviewed the latest draft of the New ICO merger agreement and the Teledesic merger agreement, including any schedules and exhibits to these agreements which were provided by New ICO; - reviewed certain financial and other information that was publicly available or furnished to Jefferies & Company by New ICO, including the financial terms of the New ICO merger, certain internal financial analyses, projections, budgets, reports and other information prepared by New ICO's management and certain projections and other information prepared by the managements of ITGL and Teledesic; 36 47 - held discussions with various members of senior management of ITGL, New ICO and Teledesic concerning each of their historical and current operations, financial condition and prospects, as well as the strategic and operating benefits anticipated from the business combination; - compared certain financial information for New ICO and Teledesic with similar public information for other companies that Jefferies & Company considered relevant; and - conducted other reviews, analyses and inquiries and considered other financial, economic and market criteria as Jefferies & Company considered appropriate in rendering its opinion. No limitations were imposed by the independent advisory committee on Jefferies & Company with respect to the investigations made or procedures followed by it in rendering its opinion. In its review and analysis, and in arriving at its opinion, Jefferies & Company assumed and relied upon the accuracy and completeness of all of the financial and other information provided to it including, without limitation, information furnished to it orally or otherwise discussed with it by the management of ITGL, New ICO and Teledesic, as well as publicly available information. Jefferies & Company did not assume any responsibility for independent investigation or verification of any of this information. Jefferies & Company relied upon the assurances of management of each of ITGL, New ICO and Teledesic that they were not aware of any facts that would make this information inaccurate or misleading. Furthermore, Jefferies & Company did not assume any responsibility for obtaining or making any independent evaluation or appraisal of the properties, assets or liabilities, contingent or otherwise, of ITGL, New ICO or Teledesic nor was Jefferies & Company furnished with any evaluation or appraisal. In addition, Jefferies & Company assumed that the New ICO merger would be consummated upon the terms set forth in the New ICO merger agreement without waiver of these terms. With respect to the financial forecasts and projections and the assumptions and bases therefor that Jefferies & Company reviewed, Jefferies & Company assumed that such forecasts and projections: - had been reasonably prepared in good faith on the basis of reasonable assumptions; - reflected the best available estimates and judgements as to the future financial condition and performance of New ICO and Teledesic; and - will be realized in the amounts and in the time periods estimated. The opinion is necessarily based upon market, economic and other conditions as in effect on, and information made available to Jefferies & Company as of the date of the opinion. It should be understood that subsequent developments may affect the conclusion expressed in the opinion and that Jefferies & Company disclaims any undertaking or obligation to advise any person of any change in any matter affecting the opinion which may come or be brought to its attention after the date of the opinion. The opinion is limited to the fairness, from a financial point of view, and as of the date the opinion, of the exchange ratio to New ICO. The following is a summary of certain of the financial analyses performed by Jefferies & Company in connection with rendering its opinion. The summary of the financial analyses is not a complete description of all of the analyses performed by Jefferies & Company. Comparable Companies Analyses. Using publicly available information, Jefferies & Company analyzed and compared, among other things, the trading multiples of selected publicly-traded companies that Jefferies & Company believed were generally comparable to New ICO and Teledesic. The companies considered generally fell into the categories of: mobile satellite service companies, sometimes referred to as MSS, digital audio radio satellite companies, sometimes referred to as DARS and data satellite services. fixed wireless service providers, broadband access providers and digital service line-like service providers. 37 48 This was accomplished by deriving a range of multiples determined by dividing the total enterprise value of these companies by certain operating results. The total enterprise value of each comparable company was based on closing stock prices as of August 4, 2000. Multiples compared by Jefferies & Company consisted of total enterprise value to: - estimated 2000, 2001 revenues based on future projections discounted to present - estimated 2004, 2005, 2006 revenues - estimated 2005, 2006 EBITDA (earnings before interest, taxes, depreciation, and amortization) The comparable companies analyses applied by Jefferies & Company resulted in the following ranges of implied combined ITGL-Teledesic, New ICO and Teledesic equity values per share: ITGL-Teledesic.............................. $ 9.52 - $10.88 New ICO..................................... $12.63 - $22.92 Teledesic................................... $ 7.37 - $ 9.37
Jefferies & Company emphasized to the independent advisory committee that no company compared in the comparable companies analysis is identical to New ICO or Teledesic. Accordingly, an analysis of the results of the foregoing is not entirely mathematical; rather it involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition, public trading and other values of the comparable companies to which they are being compared. Discounted Cash Flow Analysis. Jefferies & Company performed a discounted cash flow analysis of the projected after-tax free cash of New ICO and Teledesic using management's projections for the years ended December 31, 2000 to 2007 for New ICO and December 31, 2000 to 2010 for Teledesic. The purpose of the discounted cash flow analysis was to establish a range for the potential equity values of New ICO and Teledesic by determining a range for the net present value of New ICO's and Teledesic's projected future cash flows. Jefferies & Company first discounted the projected, after-tax free cash flows through December 31, 2007 and December 31, 2010 for New ICO and Teledesic, respectively, using discount rates ranging from 20.0% to 35.0% for New ICO and 25.0% to 40.0% for Teledesic. The range of discount rates applied to Teledesic's projections was higher than the range applied to New ICO's projections to reflect the added uncertainty and risk associated with Teledesic's business plan compared to that of New ICO. New ICO's and Teledesic's after-tax free cash flows were calculated as projected earnings before income, tax as depreciation and amortization, sometimes referred to as EBITDA, minus capital expenditures. Jefferies & Company then added to the present value of the free cash flows the terminal value of New ICO at December 31, 2007 and of Teledesic at December 31, 2010, discounted back at the same discount rate as cash flows to represent a present value. The range of terminal values of the projected free cash flows, for projected free cash flows beyond December 31, 2007 for New ICO and December 31, 2010 for Teledesic was determined by multiplying the projected EBITDA in the fiscal year ending December 31, 2007 for New ICO and December 31, 2010 for Teledesic by an EBITDA multiple ranging from 9.0x to 12.0x to reach a range of total enterprise values. The discounted cash flow analyses applied by Jefferies & Company resulted in the following ranges or implied New ICO and Teledesic equity values per share: New ICO............................ Negative Values - $13.87 Teledesic.......................... Negative Values - $32.74
Combined Discounted Cash Flow Analysis. Jefferies & Company also conducted a discounted cash flow analysis on an estimation of the combined forecasts of New ICO and Teledesic. Jefferies & Company received financial projections from Teledesic through 2010, but did not receive financial projections for New ICO for the years 2008 through 2010. In order to evaluate the combined projections a 0% growth rate of EBITDA and capital expenditures for New ICO for the years 2008 through 2010 was assumed. Jefferies & Company explained to the independent advisory committee to the board of directors of New ICO the basis for the assumption and emphasized that the assumption was not provided by 38 49 management of New ICO. The purpose of the combined discounted cash flow analysis was to establish a range, for illustrative purposes, of the potential equity values of the combined entity of New ICO and Teledesic by determining a range for the net present value of New ICO's and Teledesic's projected combined future cash flows. Jefferies & Company noted that the projections of the combined entity were to be viewed as an estimation only and not relied on as the expected future results for the combined entity. Jefferies & Company first discounted the projected, after-tax free cash flows through December 31, 2010 for the combined New ICO and Teledesic using discount rates ranging from 22.5% to 37.5%, an overlapping range of the discount rates used in the independent discounted cash flow analyses. Jefferies & Company then added to the present value of the projected free cash flows the estimated terminal value of the combined entity at December 31, 2010 discounted back at the same discount rate as cash flows to represent a present value. The range of terminal values of the projected free cash flows was determined by multiplying the projected EBITDA in the fiscal year ending December 31, 2010 by an EBITDA multiple ranging from 9.0x to 12.0x to reach a range of total enterprise values. The combined discounted cash flow analysis applied by Jefferies & Company resulted in the following range of implied combined New ICO and Teledesic equity values per share: Combined New ICO and Teledesic: Negative Values -- $16.45 Implied Last Round/Last Trade Analysis. Jefferies & Company also analyzed the equivalent values of the last round of financing, or trade of shares that it was aware of, for ITGL, New ICO and Teledesic as well as the blended investment price paid for New ICO shares by entities affiliated with Craig McCaw. The purpose of this analysis was to estimate a most recent relative market value on the equity of each of ITGL, New ICO and Teledesic based solely on the most recent investments in the respective companies. The range of implied last round share prices for ITGL was determined by subtracting from the nominal $10.00 per share purchase price of shares sold in a capital raise completed in July 2000 the value of the warrants associated with the shares and, in the case of Eagle River, the tax-liability avoided by Eagle River through its contribution of Nextel Communications, Inc. shares in exchange for ITGL shares and taking into account the round of financing at $10.45 per share currently being marketed by ITGL. The range of implied last trade share prices for New ICO was determined by the exit financing with independent investors at $10.45 per share raised during New ICO's emergence from bankruptcy and the nominal $10.45 per share purchase price contributed in the recent transaction with Satellite Phone Japan and subtracting the value of the warrants associated with the shares issued to Satellite Phone Japan. The blended investment price paid for New ICO shares by entities affiliated with Craig McCaw was determined by calculating a weighted average purchase price of shares in Old ICO's debtor-in-possession financing and Old ICO's exit round financing and subtracting the value of warrants associated with shares issued in the exit round financing. All of the warrant values were calculated using the Black-Scholes valuation method assuming volatility of 75%, based on historical volatilities of comparable satellite companies, and a risk-free rate of 6%. The implied last round share price for Teledesic was based upon the $10.00 nominal per share price of ITGL and the negotiated 0.825 exchange ratio stated by the Teledesic merger agreement. Jefferies & Company advised the independent advisory committee that the circumstances effecting the market price of such shares may have changed substantially since such investments and transactions had been consummated. The implied last round/last trade analysis applied by Jefferies & Company resulted in the following range of values for ITGL, New ICO and Teledesic: ITGL.......................................... $8.03 - $10.45 New ICO (last trade).......................... $6.17 - $10.45 Teledesic..................................... $8.25
While the foregoing summary describes certain analyses and factors that Jefferies & Company deemed material in its presentation to the independent advisory committee to the board of directors of New ICO, it is not a comprehensive description of all analyses and factors considered by Jefferies & Company. The preparation of a fairness opinion is a complex analytical process that involves various 39 50 determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. Jefferies & Company believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors, would create an incomplete view of the evaluation process underlying the opinion. Several analytical methodologies were employed and no one method of analysis should be regarded as critical to the overall conclusion reached by Jefferies & Company. Each of the analyses conducted by Jefferies & Company was carried out in order to provide a different perspective on the proposed New ICO merger and add to the total mix of information available. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusions reached by Jefferies & Company are based on all analyses and factors taken as a whole and also on application of Jefferies & Company's own experience and judgment. Its conclusions may involve significant elements of subjective judgment and qualitative analysis. Jefferies & Company therefore gives no opinion as to the value or merit standing alone of any one or more parts of the analysis it performed. In performing its analyses, Jefferies & Company considered general economic, market and financial conditions and other matters, many of which are beyond the control of New ICO. The analyses performed by Jefferies & Company are not significantly more or less favorable than those suggested by such analyses. Accordingly, analyses relating to the value of a business do not purport to be appraisals or to reflect the prices at which the business actually may be purchased. Furthermore, no opinion is being expressed as to the prices at which shares of New ICO common stock may be traded at any future time. As described above, Jefferies & Company's opinion to the independent advisory committee was one of many factors taken into consideration by the New ICO board of directors in making its determination to approve the ITGL/New ICO merger agreement and should not be considered as determinative of such decision. The engagement letter between Jefferies & Company and the independent advisory committee provides that, for its services, Jefferies & Company is entitled to receive a fee for rendering a fairness opinion, all of which was immediately due upon delivery of the opinion. New ICO has also agreed to reimburse Jefferies & Company for certain out-of-pocket expenses, including legal fees, and to indemnify and hold harmless Jefferies & Company and its affiliates and any director, employee or agent of Jefferies & Company or any of its affiliates, or any person controlling Jefferies & Company or its affiliates for certain losses, claims, damages, expenses and liabilities relating to or arising out of services provided by Jefferies & Company in rendering its opinion to the independent advisory committee. The terms of the fee arrangement with Jefferies & Company, which New ICO and Jefferies & Company believe are customary in transactions of this nature, were negotiated at arm's length between the independent advisory committee to the board of directors of New ICO and Jefferies & Company, and the New ICO board was aware of these fee arrangements. Jefferies & Company is a nationally recognized investment banking firm. As part of its investment banking business, Jefferies & Company is frequently engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of securities, private placements and other purposes. In 1999, Jefferies & Company was retained by the creditors committee of Old ICO to provide advisory services in connection with the bankruptcy proceedings. THE NEW ICO MERGER AGREEMENT We believe this summary describes all material terms of the New ICO merger agreement. However, since the New ICO merger agreement is the primary legal document that governs the New ICO merger, we recommend that you read carefully the complete text of the New ICO merger agreement for its precise legal terms and other information that may be important to you. The New ICO merger agreement is included in Appendix A to this document and is incorporated by reference. The New ICO merger agreement provides for the merger of ITGL with New ICO. Prior to the merger, New ICO will form a wholly owned subsidiary into which it will transfer all of its assets and 40 51 liabilities. After the New ICO merger, New ICO will be the surviving corporation and will change its name to Parent. The completion of the New ICO merger will take effect no later than the third business day following the date when the last of the conditions to the merger is fulfilled or waived or at any other mutually agreed time and date. On the closing of the New ICO merger, ITGL and New ICO will cause a certificate of merger to be filed with the Secretary of State of Delaware which will provide that the merger will become effective at 6:01 p.m. on the date it is filed. The certificate is to be filed simultaneously with the certificate of merger for the Teledesic merger, which will be effective at 6:02 p.m. on the date it is filed. Merger Consideration At the effective time of the New ICO merger, each share of ITGL Class A common stock outstanding immediately before the effective time will be converted into the right to receive 0.97 shares of Parent Class A common stock. Each share of ITGL Class B common stock will be converted into the right to receive 0.97 shares of Parent Class B common stock. At the effective time of the New ICO merger, each outstanding option or warrant to purchase shares of ITGL common stock will be converted into options or warrants, as the case may be, to purchase shares of Parent common stock equal to the product, rounded to the nearest whole number, of the number of shares of ITGL common stock subject to the option or warrant immediately before the effective time of the New ICO merger multiplied by 0.97. The exercise price for each option and warrant will also be adjusted by dividing it by 0.97. All other terms and conditions of the converted options and warrants will remain the same. Exchange of Certificates for Shares Promptly after completion of the New ICO merger, the transfer agent, Chase Mellon Shareholder Services, LLC, will mail to each record holder of ITGL common stock instructions for exchanging the ITGL certificates for certificates representing shares of capital stock issued in the merger. On surrender to the exchange agent of an ITGL certificate, together with any other required documents, the holder of the ITGL certificate will be entitled to receive the merger consideration and the ITGL certificate will be canceled. If the exchange of certificates representing shares of ITGL capital stock is to be made to a person other than the person in whose name the surrendered New ICO certificate is registered: - the ITGL certificate must be properly endorsed or otherwise in proper form for transfer; and - the person requesting the exchange must have paid any required transfer or other taxes. After the completion of the New ICO merger and until properly surrendered, each ITGL certificate will represent only the right upon surrender to receive the merger consideration. Holders of ITGL capital stock should not forward ITGL certificates to the exchange agent until they have received transmittal forms. Holders of ITGL capital stock should not return ITGL certificates with the enclosed proxy. Original holders of New ICO capital stock should not return New ICO certificates with the enclosed proxy. These certificates will represent Parent shares following the New ICO merger. 41 52 Representations and Warranties The New ICO merger agreement contains customary representations and warranties by ITGL with regard to itself and, to its knowledge, with regard to Teledesic relating to the following: - corporate organization and similar corporate matters; - authorization, execution, delivery, performance and enforceability of the agreement and related matters; - required filings with government agencies; - the absence of any material adverse affects as a result of entering into the New ICO merger agreement; - subsidiaries and joint ventures; - tax matters; - the status of permits and licenses; - the delivery of fairness opinions by financial advisors; - brokers' and finders' fees; - the absence of material changes to our businesses since a recent date; - capital structure; - the absence of any adverse material suits, claims or proceedings and other litigation; - compliance with agreements; - employee and labor matters; - employee benefits; - the absence of any undisclosed liabilities; - the required vote of stockholders; - intellectual property; - the nonexistence of other agreements to sell or companies or their assets; - title and leases; - board of directors approval and applicable state takeover laws; and - information supplied in connection with this document. Conduct of Business Pending the Merger Each company has agreed that, during the period from the date of the New ICO merger agreement until the closing of the New ICO merger, it will: - carry on its businesses in the ordinary and usual manner; and - maintain its existing relations with customers, suppliers, employees and business associates. Each company has also agreed that during the period from the date of the New ICO merger agreement until the closing of the New ICO merger it will not: - materially amend its certificate of incorporation, bylaws or other comparable document; - declare or pay any dividend or other distribution; or - change its accounting methods unless required to do so by generally accepted accounting principles. 42 53 In addition, ITGL has agreed that in this period it will not, except with written consent of New ICO: - issue or sell any capital stock or rights to acquire capital stock for cash or non-cash consideration that is less than $10.14 per share, other than the sale of preferred stock to the stockholders of Teledesic Holdings Limited pursuant to the terms of a purchase agreement in the form substantially similar to that delivered to New ICO by ITGL; - redeem, purchase or acquire any of its capital stock at a price greater than $10.14 per share, other than the purchase of shares pursuant to the exercise of appraisal rights under the Delaware General Corporation Law; - acquire or agree to acquire by merging or otherwise consolidating with or by purchasing a substantial portion of the assets of, or by any other manner an affiliate of ITGL or the business of any such affiliate. ITGL has also agreed not to waive, without New ICO's consent, specific covenants and conditions under the Teledesic merger agreement. In addition, New ICO has agreed that in this period it will not, except with written consent of ITGL: - sell, lease, license, mortgage or otherwise encumber or subject to any lien or otherwise dispose of any of its properties or assets, other than in the ordinary course of business consistent with past practice; - pay, discharge, settle or satisfy any claims, liabilities, obligations, or litigation other than those consistent with past practice and, in accordance with their terms, liabilities recognized or disclosed in the most recent consolidated financial statements, or waive the benefits or agree to modify in any manner any stand still agreement or similar agreement to which New ICO or its subsidiaries are a party; or - redeem or repurchase its shares for more than $10.14 per share. Conditions to Our Obligations to Complete the New ICO Merger Each company's obligation to complete the New ICO merger is subject to the satisfaction or waiver of the following conditions: - approval of the stockholders of each of New ICO and ITGL and receipt of all other material third party approvals and consents; - expiration or termination of the waiting period applicable to the New ICO merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; - receipt of all foreign anti-trust approvals; - receipt of all material consents and approvals from and completion of material filings with any governmental entities; - the absence of any judgment, order, decree, statute, law, ordinance, rule or regulation prohibiting the completion of the New ICO merger or have a material adverse effect on New ICO or ITGL; - continued effectiveness of the registration statement of which this document is a part; - compliance with required federal and state securities law or blue sky laws; - the exercise of statutory appraisal rights by the holders of no more than 5% of either New ICO or ITGL capital stock; and - concurrent closing of the Teledesic merger. 43 54 In addition, the obligation of ITGL to complete the New ICO merger is subject to: - the accuracy representations and warranties of New ICO; - performance by New ICO of its obligations under the New ICO merger agreement; - receipt of a favorable tax opinion from legal counsel; - the absence of any material adverse change with respect to New ICO; and - execution by specific Teledesic stockholders of the ITGL stockholders agreement. In addition, the obligation of New ICO to complete the New ICO merger is subject to: - the accuracy of representations and warranties of ITGL; - performance by ITGL of its obligations under the New ICO merger agreement; - receipt of a favorable a tax opinion from legal counsel; and - the absence of any material adverse change with respect to ITGL. Termination of the Merger Agreement The New ICO merger agreement may be terminated and the New ICO merger may be abandoned: - by mutual written consent of ITGL and New ICO. - by either ITGL or New ICO: - if the New ICO merger shall not have been consummated by June 30, 2001; - if the New ICO merger is prohibited by laws regulation or any final and non-appealable court order; - approval of ITGL or New ICO stockholders is not obtained; - any final and non-appealable order which enjoins or prohibits the New ICO merger or would have a material adverse effect on ITGL or New ICO; or - if any litigation, judgment, order or decree having the effects of enjoining or otherwise prohibiting the consummation of the New ICO merger or which is otherwise reasonably likely to have a material adverse effect on New ICO or ITGL shall be in effect and shall have become final and nonappealable. - by ITGL, if New ICO shall have misrepresented, breached or failed to perform in any material respect any of its representations, covenants or other agreements contained in the New ICO merger agreement; or - by New ICO, if ITGL shall have misrepresented, breached or failed to perform in any material respect any of its representations, covenants or other agreements contained in the New ICO merger agreement. Amendments and Waiver The New ICO merger agreement may be modified or amended only by a written agreement. A party to the New ICO merger agreement may waive its rights under the New ICO merger agreement only in writing and, in the case of a waiver by New ICO, only with the consent of the independent advisory committee of the New ICO board. 44 55 THE TELEDESIC MERGER BACKGROUND OF THE MERGER Since 1990 Craig McCaw has been involved with Teledesic and its predecessor, Calling Communications Corporation, as an investor. Since 1994, he has served as Chairman of Teledesic's board of directors and has served as either Chief Executive Officer or Co-Chief Executive Officer of Teledesic for most of the years between 1994 and the present. The possibility of a corporate consolidation of Teledesic with ITGL arose as a result of Eagle River's acquisition of a controlling interest in New ICO. Mr. McCaw and Eagle River began pursuing a possible acquisition of Old ICO in the fall of 1999 soon after Old ICO had filed for bankruptcy protection. Mr. McCaw and Eagle River recognized that potential synergies existed between Old ICO and Teledesic. In October 1999, Teledesic became involved in the discussions between Eagle River and Old ICO in order to further explore these possible synergies and to provide technical and management expertise to Mr. McCaw and to Eagle River with respect to evaluating the business and assets of Old ICO. On October 31, 1999, Eagle River and Old ICO entered into a binding letter agreement regarding the acquisition of a controlling interest in Old ICO, including investment through a debtor-in-possession financing, the terms and conditions of which were definitively set forth in a credit agreement dated November 8, 1999. The binding letter agreement and credit agreement are more fully described in the section entitled "The New ICO Merger -- Background of the Merger." In order to facilitate the planned association between Teledesic and Old ICO, in a letter dated November 11, 1999 Eagle River offered Teledesic the opportunity to assume a substantial portion of Eagle River's rights and obligations under the credit agreement and the binding letter agreement. The Eagle River offer required that Teledesic satisfy the following conditions: - agree to assume the obligation of Eagle River and Mr. McCaw under the existing agreement relating to the ICO Opportunity and obtain the consent of Old ICO and the bankruptcy court to substitute Teledesic for Eagle River and Mr. McCaw under existing agreements; - reimburse $95.5 million plus interest previously advanced by Eagle River pursuant to the credit agreement; and - assume the risk of increased funding obligations pursuant to the binding letter agreement to cover the costs of certain modifications to contracts between Old ICO and its significant vendors. The offer also stated that Eagle River would retain certain management options provided under the binding letter agreement to purchase up to 40 million shares of New ICO Class A common stock at an exercise price of $12.50 per share and to purchase up to 16 million shares of New ICO Class A common stock at an exercise price of $10.45 per share. At its regular meeting on November 12, 1999, the board of directors of Teledesic considered the Eagle River offer and determined that the offer presented a significant opportunity to Teledesic and that it was in Teledesic's best interests to further evaluate such opportunity. Recognizing a possible conflict of interest between Teledesic and Eagle River and Mr. McCaw with respect to the offer, the Teledesic board of directors voted to establish an independent advisory committee, consisting of three independent directors of Teledesic, to evaluate the Eagle River offer and to propose terms under which Teledesic might participate in the ICO opportunity. The directors comprising the independent advisory committee were Tom Alberg, Michael Larson and Ed Tuck. In a letter to Eagle River dated November 19, 1999, the independent advisory committee proposed conditions to Teledesic's assumption of Eagle River's rights and obligations under the binding letter agreement and the credit agreement, including: - that prior to assuming such obligations, Teledesic obtain not less than $100 million of additional funding from investors other than Eagle River and Eagle River make a matching investment commitment in Teledesic of $100 million; 45 56 - that Teledesic receive the management options to purchase 40 million shares of New ICO Class A common stock at $12.50 per share while Eagle River would retain the option to purchase 16 million shares of New ICO Class A common stock at $10.45 per share; and - that Eagle River remain a signatory to the binding letter agreement and responsible to Old ICO to underwrite its exit financing to the extent that commitments therefor were not obtained from existing Old ICO stakeholders or other investors. The investment in Teledesic by Eagle River proposed by the independent advisory committee provided that Eagle River would purchase shares of Class A common stock of Teledesic at a purchase price of $10.00 per share and that each share have a warrant attached to it for the purchase of an additional share of Class A common stock of Teledesic at a purchase price of $25 per share exercisable at any time within three years. The independent advisory committee indicated its belief that Teledesic could also contribute management and technical expertise to oversee Old ICO's successful implementation of a new business plan. Over the next two months, representatives of Teledesic and Eagle River, with the assistance and input of the independent advisory committee, discussed variations on the Eagle River offer and the proposal set forth by the independent advisory committee. During these discussions, the representatives of Teledesic and Eagle River considered several factors including: - Eagle River's obligations under the binding letter agreement and credit agreement; - Teledesic's current valuation and the challenges of securing the necessary funding to satisfy such obligations; - the possibility of Teledesic assuming only a portion of Eagle River's rights and obligations; and - Teledesic's efforts to date on Eagle River's behalf in connection with the binding letter agreement and credit agreement including technical, business and legal reviews of Old ICO and participation in discussions with Old ICO. On January 20, 2000, the independent advisory committee met to consider several corporate transactions presented to Teledesic. The committee reviewed the status of the Old ICO transaction and discussed the latest proposal by Eagle River which required Teledesic to invest between $125 and $200 million in New ICO. William Owens, co-CEO of Teledesic, and Dennis James, President of Teledesic, gave presentations regarding Eagle River's interest in acquiring the assets of Iridium LLC and the possibility of consolidating Iridium with New ICO. The independent advisory committee then discussed whether Teledesic might also be a candidate for consolidation and determined that it was appropriate that the committee's authority be expanded to cover the various opportunities presented to Teledesic. At its regular meeting on January 21, 2000, the Teledesic board of directors expanded the authority of the independent advisory committee to include the strategic planning issues related to possible business combinations between Teledesic, New ICO and Iridium under a single holding company established by Eagle River. The board authorized the independent advisory committee to engage independent legal and financial advisors, at Teledesic's expense, to advise it regarding these matters. A series of communications among members of the committee and Teledesic's management followed this meeting during which the committee reviewed and considered the qualifications of various financial advisors. On February 4, 2000, during the course of these discussions, Eagle River entered into the definitive agreement with Old ICO setting forth additional terms and conditions relating to the acquisition of a controlling interest in Old ICO contemplated by the binding letter agreement. On February 9, 2000, Eagle River formed ITGL and assigned to ITGL its rights and obligations under the definitive agreement and its rights and obligations as a lender under the credit agreement. 46 57 Between February 9, 2000 and March 17, 2000, the ITGL board of directors and management considered the potential synergies of merging Teledesic into a subsidiary of ITGL and discussed with its financial and legal advisors the terms of such a merger. On March 17, 2000, representatives from ITGL presented a proposal to the members of the Teledesic board of directors to merge Teledesic with a wholly owned subsidiary of ITGL pursuant to which all shares of Teledesic common stock, regardless of class, would be exchanged for shares of ITGL Class A common stock using an exchange ratio based on valuations of $7.50 per Teledesic share and $10.00 per ITGL share. Immediately following this meeting, the independent advisory committee met and selected Lehman Brothers as its independent financial advisor to advise it with respect to this transaction. Michael Larson, one of the members of the independent advisory committee, resigned from the independent advisory committee at this time in consideration of his affiliation with Cascade Investment L.L.C., which was separately considering an investment in ITGL. The independent advisory committee met two more times in March to select its legal counsel and to follow the progress of Lehman Brothers' review and analysis of the merger offer. During this time, the independent advisory committee considered the option of proceeding with the merger offer in lieu of participating in the financing of Old ICO. The independent advisory committee concluded that it would be extremely difficult for Teledesic to raise the funds required to participate in the Old ICO financing at a favorable valuation given the distressed financial condition of the satellite industry generally and the technological and strategic differences between the Old ICO business model and Teledesic's goal of providing high quality broadband access. Consequently, the independent advisory committee determined that the merger with ITGL would allow Teledesic to take advantage of the synergies between New ICO and Teledesic most effectively and that the goal of assuming ITGL's obligations in connection with the Old ICO financing should be abandoned. Discussions with respect to the merger offer continued, with frequent telephonic meetings between the independent advisory committee and representatives of Lehman Brothers and legal advisors occurring during the month of April. While significant progress was made, key issues remained unresolved, primarily with respect to the independent advisory committee's proposals to increase the consideration to be received by Teledesic's stockholders in the merger, the treatment of Teledesic's employees, the treatment of shareholders of Teledesic Holdings Limited, and certain other conditions to the merger. During the course of these meetings, the independent advisory committee proposed improving the merger consideration through warrant coverage. In consultation with its legal advisors and with Lehman Brothers, and following negotiations on this subject matter with ITGL, the independent advisory committee considered the value of alternative warrant proposals as well as restrictions on such proposals if the merger was to qualify for treatment as a tax-free reorganization. After deliberations, the independent advisory committee determined that an increase to the exchange ratio would benefit the stockholders of Teledesic better than the warrant coverage that would be permissible in order to maintain the tax-free status of the transaction and which ITGL was willing to accept. Accordingly, the independent advisory committee engaged in further negotiations with ITGL regarding the exchange ratio. Throughout the remainder of March and April, the executive officers and board of directors negotiated with the executive officers and the independent advisory committee of Teledesic on the terms of the proposed merger. They evaluated and considered different proposals of the independent advisory committee and discussed such proposals with its legal and financial advisors. The independent advisory committee and ITGL also discussed the treatment of Teledesic's employees and the treatment of shareholders of Teledesic Holdings Limited in the merger. As a result of these discussions, ITGL agreed to the establishment of a severance program that would apply to any employees in service on April 17, 2000, or hired by Teledesic, prior to the effective time of the Teledesic merger with the consent of ITGL who are involuntarily terminated as a result of a general downsizing or general reduction in staff or as a result of the merger, or who are constructively terminated by a decision announced to Teledesic employees on or before June 30, 2001 that would force the employees to relocate. ITGL and Teledesic also agreed that the shareholders of Teledesic Holdings Limited would receive 47 58 preferred stock of ITGL in connection with the merger in order to induce such shareholders to sell their shares of Teledesic Holdings Limited to ITGL concurrently with the consummation of the merger. On April 25, 2000, Dennis Weibling, a representative of ITGL, joined the telephonic meeting of the independent advisory committee and presented ITGL's position with respect to the merger terms. He proposed an exchange ratio based on valuations of Teledesic's and ITGL's common stock of $8.25 and $10.00 per share, respectively. He also presented the details of the tender offer to the shareholders of Teledesic Holdings Limited outlining the proposed dividend rate, term, and payment and conversion features of the ITGL preferred stock that would be offered to such shareholders. Mr. Weibling also discussed the proposed treatment of the stock options held by the Teledesic employees. He indicated that ITGL was willing to assume all of Teledesic's outstanding options but that ITGL was still willing to consider alternative treatment for these options so long as such treatment was found to be fair to all employees and did not result in unsatisfactory tax or accounting consequences. After discussion among the parties, the independent advisory committee indicated that it found the terms of the merger generally satisfactory subject to its further review of the analysis by Lehman Brothers, the definitive merger agreement and the terms of the ITGL preferred stock offered to the shareholders of Teledesic Holdings Limited and delivery by Lehman Brothers of its fairness opinion. The independent advisory committee met again telephonically on April 26, 2000 to discuss progress with respect to delivery of Lehman Brothers' completed analysis and fairness opinion and resolution of the treatment of stock options for Teledesic employees. From April 26 through May 2, 2000, the independent advisory committee reviewed a series of drafts of the merger agreement and summaries of the significant terms of such agreement. During that same period, ITGL and its legal advisors prepared and revised drafts of the merger agreement and negotiated with Teledesic's management and legal advisors on the terms of such definitive agreement. The independent advisory committee also reviewed and offered comments on the proposed substance of Lehman Brothers' fairness opinion. During this period, ITGL proposed to Teledesic's management and communicated with the independent advisory committee regarding its proposal that Teledesic LLC loan ITGL $200 million in connection with ITGL's investment in New ICO. Between April 15, 2000 and May 2, 2000, ITGL's management considered, evaluated and later proposed to Teledesic's management the economic terms of the loan from Teledesic LLC to ITGL. On May 2, 2000, the independent advisory committee met with its legal and financial advisors to discuss the proposed merger. Lehman Brothers delivered to the committee its final presentation, which is described in the section entitled "The Teledesic Merger -- Opinion of Teledesic's Financial Advisor Regarding the Teledesic Merger," addressing the financial terms of the proposed merger, and responded to questions from the members of the independent advisory committee. The independent advisory committee requested and received further explanation from Lehman Brothers regarding the ownership in ITGL by Teledesic's stockholders following the consummation of the proposed mergers with Teledesic and New ICO. Teledesic's management provided further explanation of the economic impact and terms of the proposed $200 million loan by Teledesic LLC to ITGL. The independent advisory committee then received the oral opinion of Lehman Brothers related to the fairness of the proposed merger from a financial point of view. After presentations to the independent advisory committee by its legal advisors and members of Teledesic management regarding the terms of the proposed merger, and after consideration of its fiduciary duties and the duties assigned to it by the Teledesic board of directors, the independent advisory committee unanimously resolved to recommend that the Teledesic board of directors approve the proposed merger. Between May 2, 2000 and May 12, 2000, management of Teledesic, the members of the independent advisory committee and legal advisors to Teledesic and the independent advisory committee reviewed and commented on numerous drafts of the merger transaction documents. During that same period, ITGL and its legal advisors drafted, reviewed and negotiated with Teledesic's management and legal counsel as to the 48 59 terms of the definitive merger agreement. In addition, ITGL drafted, proposed and negotiated with Teledesic's management and legal counsel the definitive terms of the proposed credit agreement embodying the $200 million loan from Teledesic LLC to ITGL. On May 12, 2000, the Teledesic board of directors met and again reviewed the terms of the merger and the final draft of the merger agreement. The independent advisory committee summarized the background surrounding the analysis prepared by Lehman Brothers, its consultations with its legal advisors and its negotiations with ITGL. The Teledesic board of directors then reviewed the overview of the merger prepared by Teledesic and the final analysis delivered by Lehman Brothers. The independent advisory committee also informed the board of its receipt of Lehman Brothers' oral opinion regarding fairness of the proposed merger from a financial point of view and the board considered the substance of that opinion. The committee responded to questions from the board regarding the financial terms of the proposed merger, the background of the proposed merger and Teledesic's alternatives as an independent entity. The independent advisory committee recommended that the board approve the proposed merger. The independent advisory committee informed the board that its recommendation was based on both the analysis and fairness opinion of Lehman Brothers and the independent advisory committee's own conclusions regarding the benefits that Teledesic's stockholders would receive in the merger, the current state of the satellite telecommunications industry and Teledesic's need to build its business on an established platform. The independent advisory committee informed the board that it had determined that the merger agreement was fair and in the best interests of Teledesic's stockholders. The independent advisory committee also reported that it was aware of the terms of the proposed $200 million loan to be made by Teledesic LLC to ITGL but had not considered such loan to be within its mandate from the board. The Teledesic board of directors then approved the merger agreement in its substantially final form by unanimous vote of those directors voting on the matter (Mr. Weibling abstained from the vote and Mr. McCaw and Mr. Larson were not present). After further discussion, the Teledesic board of directors also determined that the $200 million loan by Teledesic LLC to ITGL would facilitate the speedy completion of the New ICO financing, and the loan was subsequently approved by unanimous vote of those directors present (with the exception of Mr. Weibling who abstained from the vote). Later on May 12, 2000, representatives from Teledesic and ITGL concluded the final form of the Teledesic merger agreement and the Teledesic merger agreement was executed and delivered by both parties. In addition, the representatives of each of Teledesic and ITGL concluded the final form of the credit agreement which was then executed by both parties. In late July 2000, ITGL proposed to Teledesic's management and board of directors an amendment to the Teledesic merger agreement resulting from the structure and terms of the New ICO merger agreement. The proposed amendment included: - an amendment of the assignment provision; - an amendment to the exchange ratio to reflect the application of the exchange ratio in the New ICO merger to the exchange ratio in the Teledesic merger agreement; - an amendment requiring the Teledesic merger and the New ICO merger to occur simultaneously with the effective time of the Teledesic merger to be one minute after the effective time of the New ICO merger; and - approved the assignment by New Satco Merger Sub to New ICO Merger Sub of its obligations and rights under the Teledesic merger agreement. The management of ITGL and the management of Teledesic, and their respective legal advisors, negotiated the terms of such an amendment. On August 11, 2000, the boards of directors of each ITGL and Teledesic met and each approved the terms of the amendment to the Teledesic merger agreement. The representatives of each ITGL and Teledesic executed the final form of amendment to the Teledesic merger agreement on August 15, 2000. 49 60 ITGL'S REASONS FOR THE TELEDESIC MERGER The management and ITGL board of directors have determined that the proposed New ICO and Teledesic mergers are in the best interests of ITGL. Accordingly, the ITGL board of directors has approved and adopted the Teledesic merger agreement. As described above under "Background of the Teledesic Merger", the decision of the ITGL board of directors to approve the Teledesic merger agreement and the Teledesic merger was preceded by internal discussions and evaluation regarding the benefits of and synergies achieved by the mergers, extensive negotiations with the management and independent advisory board of Teledesic regarding the structure and the terms of the mergers. During the period in which Teledesic, Eagle River and ITGL evaluated the business and opportunities of Old ICO through the time the definitive terms of the Teledesic merger agreement were agreed to by the respective parties, ITGL continued to evaluate the comparative benefits of the mergers. The ITGL board of directors, among all of the information evaluated by the board, considered, without assigning relative weights to, the following factors: - the terms and conditions of the Teledesic merger agreement, including but not limited to the exchange ratio, covenants of each party prior to closing, and the conditions to closing; - the prospective ability of Parent to raise the necessary capital to fund the business operations of Teledesic and New ICO following of the mergers; - the opportunity of Teledesic to build from the New ICO system in developing next generation of satellite telecommunications services and the synergies created by combining the business and technical expertise of New ICO and Teledesic; - Parent's ability as a result of the merger to offer the capability to transition customers from the New ICO-based services at data transmission rates of hundreds of kilobits per second to Teledesic-based services offering true broadband data transmission rates at up to hundreds of megabits per second; - the value created for the stockholders of ITGL, as well as the New ICO and Teledesic stockholders, by the combination of those three entities; - the current conditions in, and future prospects of the satellite telecommunications industry and the relative competitive positions of New ICO and Teledesic; - the potential for synergies from the complementary assets and business strategies of New ICO and Teledesic; and - the ability to complete the mergers on a tax-free basis. TELEDESIC'S REASONS FOR THE TELEDESIC MERGER The independent advisory committee and the Teledesic board of directors have determined that the Teledesic merger is fair to and in the best interests of Teledesic and its stockholders. Accordingly, the Teledesic board of directors has approved and declared advisable the Teledesic merger agreement and the Teledesic merger and recommends that Teledesic stockholders vote "For" the approval and adoption of the Teledesic merger agreement. As described above under "-- Background of the Teledesic Merger," the decisions of the independent advisory committee and the board of directors to recommend and approve the Teledesic merger agreement and the merger were preceded by extensive negotiations between the independent advisory committee and ITGL and internal discussions regarding the terms of the Teledesic merger agreement and the benefits of the combination with ITGL and New ICO. During the period between the initial discussion of the opportunity to participate in the Old ICO financing and the Teledesic board's approval of the merger on May 12, 2000, the independent advisory committee met fifteen times and the Teledesic board of directors 50 61 met seven times, at which meetings both the independent advisory committee and the Teledesic board of directors reviewed Teledesic's business opportunities, and the proposed New ICO merger. Also during this period, the independent advisory committee reviewed, with the assistance of Lehman Brothers, the information provided by Teledesic management and Lehman Brothers regarding Teledesic's business plan, Teledesic's valuation as an independent company and as part of a larger enterprise, and the uncertainties related to achieving these valuations. During the course of their deliberations relating to a possible merger with ITGL, the independent advisory committee and the Teledesic board of directors each took into account the information about Teledesic, ITGL and New ICO acquired during the negotiations for the Old ICO financing, and also considered, without assigning relative weights to, the following factors: - the terms and conditions of the Teledesic merger agreement, including: - the amount and form of the consideration; - the fact that the holders of shares of Teledesic Class B and Class C common stock will receive for their shares the same consideration offered the holders of Teledesic Class A common stock; and - the degree of flexibility provided to Teledesic to conduct its business prior to the effective date of the merger; - their belief that the terms and conditions were the most favorable that could be obtained from ITGL; - the prospective business of Teledesic, including, among other things: - the current financial condition and future prospects of Teledesic; - the strategic direction of Teledesic's business and the benefits to building such business on an established platform like the one contemplated by ITGL and New ICO; - the current conditions in, and future prospects of, the satellite telecommunications industry and the likelihood that Teledesic would not be able to raise funds as an independent entity at a favorable valuation based on its business model and stage of development; - the competitive position of Teledesic in the satellite telecommunications industry, and the future prospects of ITGL and New ICO and their current financial conditions, which indicated to the independent advisory committee and the Teledesic board of directors that there exists a beneficial strategic fit between the companies; and - the ability for Teledesic stockholders to participate in a combined enterprise that will have greater business and financial resources than Teledesic and that is well positioned to take advantage of new opportunities and meet competitive challenges; - the potential for synergies from the companies' complementary assets and businesses, which the independent advisory committee and the Teledesic board of directors believed would have a favorable impact on the long-term value for Teledesic stockholders as holders of ITGL common stock after the merger; - the combined companies' ability, as a result of the mergers, to offer the capability to transition customers from the New ICO-based services at data transmission rates of hundreds of kilobits per second to Teledesic-based service offering true broadband data transmission rates of up to hundreds of megabits per second; and - the opportunity for the Teledesic stockholders to retain a significant continuing interest in the satellite telecommunications industry through the acquisition of Parent common stock, which the independent advisory committee and the Teledesic board of directors believed would be favorable to 51 62 Teledesic's stockholders and consistent with their investment intent in purchasing Teledesic common stock; - the requirement that ITGL provide liquidity to the stockholders of New ICO no later than March 31, 2001, which may result in increased liquidity for the Teledesic stockholders; - the risks of remaining an independent entity, including the inability to raise funds at a favorable valuation and the possible loss of key technical and management employees; - the structure of the merger, which will permit holders of Teledesic common stock to exchange all their shares for Parent common stock on a tax-free basis; - that all holders of Teledesic Class A common stock would receive the same exchange ratio as other significant shareholders of Teledesic, including Craig McCaw, Eagle River, William H. Gates III and Motorola; and - the presentation of Lehman Brothers delivered to the independent advisory committee, confirmed by its written opinion dated May 12, 2000, that, as of such date, the consideration to be received by Teledesic stockholders in connection with the merger is fair to Teledesic stockholders from a financial point of view. OPINION OF TELEDESIC'S FINANCIAL ADVISOR The independent committee of the board of directors of Teledesic engaged Lehman Brothers to act as its financial advisor in connection with the Teledesic merger. On May 12, 2000, Lehman Brothers confirmed in writing its oral opinion previously rendered to the independent advisory committee of the board of directors of Teledesic and the board of directors of Teledesic that, as of the date of the opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the exchange ratio to be received by the stockholders of Teledesic and Teledesic Holdings Limited was fair, from a financial point of view, to the stockholders of Teledesic and Holdings. On August 15, 2000, Teledesic amended the merger agreement with ITGL to provide that Teledesic would merge with a wholly owned subsidiary of New ICO. That same day, Lehman Brothers confirmed to the board of directors of Teledesic in writing that New ICO's succession to ITGL's rights and obligations under the Teledesic merger agreement and the adjustment of the exchange ratio did not adversely affect its May 17, 2000 fairness opinion. The full text of the Lehman Brothers' written opinion dated May 12, 2000 is included as Appendix E to this document. Stockholders may read the Lehman Brothers opinion for a discussion of the procedures followed, assumptions made, factors considered and limitations of the review undertaken by Lehman Brothers in arriving at its opinion. The Lehman Brothers opinion is for the use and benefit of the independent advisory committee of the board of directors of Teledesic and the board of directors of Teledesic and was rendered to the independent advisory committee of the board of directors of Teledesic in connection with their consideration of the proposed merger and only addresses the fairness, from a financial point of view, to the stockholders of Teledesic and Teledesic Holdings Limited, of the merger consideration to be received by these stockholders in the proposed transaction and does not constitute a recommendation to any stockholder as to how such stockholder should vote at the Teledesic special stockholders' meeting. Lehman Brothers was not requested to opine as to, and the Lehman Brothers opinion does not address, Teledesic's underlying business decision to proceed with or effect the merger. In evaluating the proposed transaction, as defined in the Lehman Brothers opinion, Lehman Brothers assumed the satisfaction of all conditions precedent to the consummation of the proposed transaction as set forth in the merger agreement, including: - the successful restructuring, including the exit from chapter 11 bankruptcy proceedings, of Old ICO, 52 63 - the successful funding by ITGL of all its obligations in connection with the New ICO restructuring, including satisfaction of the financing conditions to closing as set forth in the Teledesic merger, which require an aggregate amount of equity raised by ITGL from its inception of at least $1.0 billion as calculated according to paragraph 6.3(e) of the Teledesic merger agreement, and - any subsequent merger of ITGL and New ICO is based on a per share valuation of ITGL of $9.50 or higher. In arriving at its opinion, Lehman Brothers reviewed and analyzed: (1) a draft of the Teledesic merger agreement dated May 12, 2000, as amended; (2) unaudited financial statements of Teledesic dated February 29, 2000, including a consolidated balance sheet, consolidated statements of operations, consolidated statements of comprehensive loss, and consolidated statements of changes in stockholders' equity (deficit); (3) financial and operating information with respect to the business, operations and prospects of Teledesic, including financial projections prepared by the Teledesic management and furnished to Lehman Brothers by Teledesic; (4) a comparison of the historical financial results and present financial condition of Teledesic with those of other companies that Lehman Brothers deemed relevant in a variety of related industries and sectors; (5) the materials dated March 24, 2000 prepared by New ICO's financial advisor, Wasserstein Perella, in connection with New ICO's financing; (6) the materials dated March 2000 provided to Lehman Brothers by Teledesic and prepared by ITGL's financial advisor, Merrill Lynch, in connection with the ITGL private placement; (7) the key terms and conditions of the New ICO merger; (8) the pro forma cash and debt balances of ITGL following the New ICO financing, the ITGL private placement and the Teledesic merger; (9) the potential pro forma financial statements of ITGL once it effects the proposed transaction; (10) financial and operating information with respect to the business, operations and prospects of ITGL including financial projections furnished to Lehman Brothers by Teledesic; and (11) a comparison of the trading history of other companies that Lehman Brothers deemed relevant in a variety of related industries and sectors. In addition, Lehman Brothers had discussions with the managements of ITGL, New ICO and Teledesic concerning their respective businesses, operations, assets, financial condition and prospects and undertook such other studies, analyses and investigations as it deemed appropriate. In arriving at its opinion, Lehman Brothers assumed and relied upon the accuracy and completeness of the financial and other information used by it without assuming any responsibility for independent verification of this information. Lehman Brothers further relied upon the assurances of the managements of Teledesic and ITGL that they are not aware of any facts or circumstances that would make this information inaccurate or misleading. With respect to all financial forecasts furnished to Lehman Brothers by Teledesic, including those of ITGL, upon advice of Teledesic Lehman Brothers assumed that such forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the managements of Teledesic and ITGL as to the future financial performance of Teledesic and ITGL. Although Lehman Brothers had the opportunity to discuss ITGL's business with ITGL's 53 64 management, the Lehman Brothers opinion is primarily based on the indications from Teledesic management: - that it was comfortable with the financial projections of ITGL that were provided to Lehman Brothers; and - that such projections are a reasonable basis upon which to evaluate and analyze the future financial performance of ITGL and that Lehman Brothers may use such projections and base the conclusions set forth in the Lehman Brothers opinion on such projections in rendering its opinion. In arriving at its opinion, Lehman Brothers did not conduct a physical inspection of the properties and facilities of Teledesic or ITGL and did not make or obtain any evaluations or appraisals of the assets or liabilities of ITGL and Teledesic. In addition, Lehman Brothers was not authorized to solicit, and did not solicit, any indications of interest from any third party with respect to the purchase of all or a part of Teledesic's business. The Lehman Brothers opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of its opinion. In arriving at its opinion, Lehman Brothers did not ascribe a specific range of value to ITGL or Teledesic, but rather made its determination as to the fairness, from a financial point of view, to the stockholders of Teledesic and Teledesic Holdings Limited of the merger consideration to be received by these stockholders in the Teledesic merger on the basis of financial and comparative analyses. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial and comparative analysis and the application of those methods to the particular circumstances, and therefore, such an opinion is not readily susceptible to summary description. Furthermore, in arriving at its opinion, Lehman Brothers made qualitative judgements as to the significance and relevance of each analysis and factor and in the process, Lehman Brothers attributed more weight to its discounted cash flow analysis described below because of the inherent differences between the businesses, operations, financial conditions and prospects of ITGL and Teledesic and the businesses, operations, financial conditions and prospects of the companies included in the respective comparable company groups. Accordingly, Lehman Brothers believes that its analyses must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. In its analyses, Lehman Brothers made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Teledesic and ITGL. None of Teledesic, ITGL, Lehman Brothers or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses were not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth therein. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses actually may be sold. The following is a summary of the material financial analyses used by Lehman Brothers in connection with providing its opinion to the Teledesic board of the directors and the independent advisory committee of the Teledesic board of directors. Certain of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Lehman Brothers, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. In particular, you should note that in applying the various valuation methods to the particular circumstances of Teledesic, ITGL, and the Teledesic merger, Lehman Brothers made qualitative judgments as to the significance and relevance of each analysis and factor. In addition, Lehman Brothers made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Teledesic and ITGL. Accordingly, the analyses listed in the tables and described below must be considered as a whole. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying the Lehman Brothers opinion. 54 65 Discounted Cash Flow Analysis. The discounted cash flow analysis provides a net present valuation of management projections of the projected after-tax unlevered free cash flows calculated as operating cash flow available after working capital, capital spending, tax and other operating requirements, based upon Teledesic's and ITGL's financial projections and strategic benefits expected to result from the Teledesic merger, by both Teledesic and ITGL. Utilizing these financial forecasts, Lehman Brothers calculated a range of present values for ITGL using a range of after-tax discount rates from 22.5% to 27.5% and a terminal value based upon a range of multiples of its estimated earnings before interest, taxes, depreciation and amortization, sometimes referred to as EBITDA, in 2007 from 8.0 to 10.0x. For Teledesic, Lehman Brothers used a range of after-tax discount rates from 30% to 35% and a terminal value based upon a range of multiples of estimated EBITDA in 2010 from 8.0 to 10.0x. The following table presents the range of implied equity values per fully-diluted share of ITGL and Teledesic common stock, with preferred stock valued as common on an as converted basis, based on the range of discount rates and the terminal values.
VALUE PER SHARE --------------- ITGL.......................................... $3.42 - $ 9.44 Teledesic..................................... $2.19 - $12.76
Comparable Company Trading Analysis. The comparable company trading analysis provides a market valuation benchmark based on the common stock trading multiples of selected comparable companies. For this analysis, Lehman Brothers reviewed the public stock market trading multiples for selected companies that Lehman Brothers deemed comparable to ITGL and Teledesic. Lehman Brothers first calculated and then applied various financial multiples and ratios to both Teledesic and ITGL in order to estimate the value of each company based on their respective selected comparable companies if each were publicly traded. The two primary multiples derived by Lehman Brothers were: enterprise value, calculated as the sum of the aggregate market value as of May 8, 2000, of the outstanding common stock of an enterprise plus its debt and preferred stock, sometimes referred to as the Enterprise Value, less cash divided by its EBITDA, and the Enterprise Value divided by total revenues. In the case of ITGL, Lehman Brothers made these determinations for the years of 2004 and 2005 based on financial forecasts prepared by ITGL management, and for the comparable companies for the same periods using projections from publicly-available sources. In the case of Teledesic, Lehman Brothers made these determinations for the comparable companies based on the years 2000 and 2001 and applied the resulting multiples to the financial forecasts prepared by Teledesic management for the years 2004 and 2005. The future values were then discounted back as described in more detail below. Lehman Brothers selected groups of companies from the universe of possible companies that it deemed to be the most comparable based on financial and operating characteristics. The groups of selected comparable companies for ITGL consisted of Globalstar and Pasifik Satellit Nusantara (PSN), defined as Mobile Satellite Services companies, sometimes referred to as MSS, and Sirius and XM Satellite, defined as Digital Audio Radio Satellite companies, sometimes referred to as DARS. The following table presents the average revenue and EBITDA multiples used in the comparable company trading analysis of ITGL: MEAN COMPARABLES
MSS DARS ---- ---- ENTERPRISE VALUE TO: 2004 Revenue.......................................... 1.4x 2.4x 2005 Revenue.......................................... 1.1x 1.3x 2004 EBITDA........................................... 1.7x 7.0x 2005 EBITDA........................................... 1.4x 2.9x
55 66 Similarly, in addition to the DARS group described above, the groups of selected companies deemed to be comparable to Teledesic and used in this analysis consisted of the following:
DATA COMMUNICATIONS INTERNET SERVICE SATELLITE COMPANIES PROVIDER COMPANIES OTHER NETWORK COMPANIES - ------------------- -------------------------- ----------------------- Motient PSINet BroadWing Gilat Verio Inc. Global Crossing Stratos Concentric Network Corp. ITC(CARET)Deltacom AppliedTheory Corp Qwest/US West Cybernet Internet Services Williams Communications CAIS Internet
The following table presents the ranges, the mean and the median figures for the selected comparable companies used to arrive at the comparable company trading values of Teledesic: MEAN COMPARABLES
INTERNET OTHER DATA SERVICE NETWORK COMMUNICATIONS PROVIDERS COMPANIES -------------- --------- --------- ENTERPRISE VALUE TO: 2000 Revenue.................... 5.1x 7.8x 5.8x 2001 Revenue.................... 3.2x 4.6x 4.5x 2000 EBITDA..................... 20.7x NA 23.3x 2001 EBITDA..................... 9.2x NA 19.8x
Because Teledesic, according to the financial projections provided by Teledesic's management, will not begin generating revenue until 2005 and since there were no adequate publicly available financial projections beyond 2001 for the selected companies, with the exception of the DARS group of comparable companies, Lehman Brothers applied the comparable companies 2000 and 2001 multiples to the 2004 and 2005 financial projections of Teledesic to obtain estimated future values for Teledesic. These future values were then discounted back at rates ranging between 40% and 50% annually in order to arrive at a present value of Teledesic based on its comparable company multiples. For the DARS group of companies, similarly to how the values for ITGL were derived, Lehman Brothers applied the comparable companies 2004 and 2005 multiples to the 2004 and 2005 financial projections of Teledesic to obtain estimated values for Teledesic. The following table presents the range of implied equity values per fully-diluted share of ITGL and Teledesic common stock, with preferred stock valued as common on an as converted basis, based on the comparable trading multiples of Teledesic and ITGL.
VALUE PER SHARE --------------- ITGL.......................................... $7.90 - $12.00 Teledesic..................................... $7.96 - $10.41
Because of the inherent differences between the businesses, operations, financial conditions and prospects of ITGL and Teledesic and the businesses, operations, financial conditions and prospects of the companies included in the respective comparable company groups, Lehman Brothers believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analysis, and accordingly, also made qualitative judgments concerning differences between the financial and operating characteristics of ITGL, Teledesic and companies in the respective comparable company groups that would affect the public trading values of ITGL, Teledesic and such comparable companies. Lehman Brothers is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The independent advisory committee of the board of directors of Teledesic selected Lehman Brothers to 56 67 render an opinion in connection with the merger based upon Lehman Brothers' expertise, reputation and familiarity with the satellite-based services industry generally. Under an engagement letter dated April 6, 2000 between Teledesic and Lehman Brothers, Teledesic: (a) paid Lehman Brothers a fee of $2,000,000; and (b) agreed to indemnify Lehman Brothers for certain liabilities and expenses that may arise out of its engagement by Teledesic, and the rendering of the Lehman Brothers opinion, including liabilities under federal securities laws. THE TELEDESIC MERGER AGREEMENT We believe this summary describes all material terms of the Teledesic merger agreement. However, since the Teledesic merger agreement is the primary legal document that governs the Teledesic merger, we recommend that you read carefully the complete text of the Teledesic merger agreement for its precise legal terms and other information that may be important to you. The Teledesic merger agreement is included as Appendix B to this document and is incorporated by reference. The Teledesic merger agreement provides for the merger of a merger subsidiary of ITGL into Teledesic. The rights and responsibilities of this ITGL subsidiary has been assigned to a merger subsidiary of New ICO. Therefore, following the ITGL merger with New ICO, the New ICO merger subsidiary will merge into Teledesic. As a result, Teledesic will become a wholly owned subsidiary of New ICO, which will have been renamed Parent. The completion of the Teledesic merger will take effect at 6:02 p.m. EST on the date the certificate of merger is duly filed with the Delaware Secretary of State, which certificate will be filed simultaneously with the certificate of merger for the New ICO merger, which will be effective at 6:01 p.m. EST on that date. Merger Consideration On completion of the Teledesic merger, each share of Teledesic common stock outstanding immediately before the merger will be converted into the right to receive 0.80025 shares of Parent Class A common stock. Upon completion of the Teledesic merger, each outstanding Teledesic option or warrant to purchase shares of Teledesic common stock will be converted into options or warrants, as the case may be, to purchase the number of shares of Parent Class A common stock equal to the product, rounded down to the nearest whole number, of the number of shares of Teledesic common stock subject to the option or warrant immediately before the effective time of the merger multiplied by 0.80025. The exercise price for each option or warrant will be adjusted by dividing it by 0.80025 and rounding to the nearest whole cent. All other terms and conditions of the converted Teledesic options and warrants will remain the same. Exchange of Certificates for Shares As soon as reasonably practicable after the completion of the Teledesic merger, the transfer agent will mail to each record holder of outstanding certificates that immediately before the effective time represented shares of Teledesic common stock instructions for exchanging the Teledesic certificates for certificates representing shares of Parent common stock. On surrender to the exchange agent of a Teledesic certificate, together with any other required documents, the holder of the Teledesic certificate will be entitled to receive the merger consideration and the Teledesic certificate will be canceled. If the exchange of certificates representing shares of Teledesic capital stock is to be made to a person other than the person in whose name the surrendered Teledesic certificate is registered: - the Teledesic certificate must be properly endorsed or otherwise in proper form for transfer; and - the person requesting the exchange must have paid any required transfer and other taxes. 57 68 After the effective time of the Teledesic merger and until properly surrendered, each Teledesic certificate will represent only the right to receive the merger consideration. Holders of Teledesic capital stock should not forward Teledesic certificates to the exchange agent until they have received transmittal forms. Holders of Teledesic capital stock should not return Teledesic certificates with the enclosed proxy. Representations and Warranties The merger agreement contains customary representations and warranties by each company relating to the following: - corporate organization and similar corporate matters; - capital structure; - authorization, execution, delivery, performance and enforceability of the agreement and related matters; - absence of undisclosed liabilities; - the absence of certain changes or events; - litigation; - compliance with applicable laws; - material contracts; - employer benefit plans; - tax matters; - voting requirements; - state takeover statutes; - brokers' and professional fees; - labor and employment matters; - real property and assets; and - the Foreign Corrupt Practices Act. Conduct of Business Pending the Merger Teledesic has agreed that, during the period from the date of the Teledesic merger agreement until the closing of the Teledesic merger, it will: - carry on its businesses in the ordinary and usual manner; and - maintain its existing relations with customers, suppliers, employees and business associates. Teledesic has also agreed that during the period from the date of the Teledesic merger agreement until the closing of the Teledesic merger, it will not: - split, combine or reclassify its outstanding common stock or change its authorized capitalization; - declare or pay any dividend or other distribution; or - change its accounting methods unless required to do so by changes in generally accepted accounting principles. - issue or sell any capital stock or rights to acquire capital stock, other than pursuant to options issued in the ordinary course consistent with practice or pursuant to its outstanding warrants; 58 69 - redeem, purchase or acquire any of its capital stock; - with some exceptions, incur, assume or guarantee additional debt; - enter into new agreements or modify existing agreements with its officers or employees to increase compensation or benefits, except as previously disclosed to New ICO; or - authorize capital expenditures other than in the ordinary course of business, form any subsidiaries, other than certain non-U.S. subsidiaries, or make any acquisitions of or investments in assets or stock of any other person or entity, except as previously disclosed to New ICO. Conditions to the Obligation to Complete the Merger The obligations of Teledesic and ITGL to complete the Teledesic merger are subject to the following conditions: - the Teledesic stockholders shall have approved the merger; - the Teledesic merger shall be consummated concurrently with the closing of the New ICO merger; - the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have been terminated or expired and all material foreign antitrust approvals required to be obtained prior to the merger shall have been obtained; - all consents of governmental entities and other third parties shall have been obtained; - no judgment, order, decree, statute, law, ordinance, rule or regulation shall restrain the merger; - each of the parties to the existing Teledesic stockholders' agreement shall have (a) signed the ITGL stockholders agreement; (b) agreed to terminate the Teledesic stockholders agreement, and (c) waived their rights under the Teledesic stockholders agreement and released any and all claims they may have against Teledesic and its subsidiaries; - certain agreements between Teledesic and Motorola shall have been terminated; - certain licenses shall have been assigned from Motorola to Teledesic; - the representations and warranties of Teledesic set forth in the merger agreement shall be materially true and correct; - each of ITGL and Teledesic shall have received a favorable tax opinion from legal counsel; - ITGL and New ICO shall have met certain capital raising milestones; - each of the shareholders of Teledesic Holdings Limited shall have sold their Teledesic Holdings shares to New ICO; - Teledesic and ITGL shall have performed their respective obligations under the merger agreement; and - other conditions set forth in the merger agreement. Termination of the Merger The Teledesic merger agreement may be terminated and the merger may be abandoned prior to the effective time upon the mutual written consent of the parties, by either party if the merger shall not have occurred by March 31, 2001, if any law or regulation makes consummation of the merger illegal or otherwise prohibited or a judgment, injunction, order or decree enjoins the merger, and under certain other conditions. In addition, Teledesic may terminate the merger agreement if it receives a binding bona fide offer or proposal from a third party relating to an acquisition of Teledesic and the board of directors of Teledesic or the independent advisory committee determines that the failure to terminate the Teledesic merger agreement would be reasonably likely to constitute a breach of its fiduciary duties to the Teledesic stockholders. 59 70 Amendments and Waiver The Teledesic merger agreement may be modified or amended only by our written agreement. A party may waive its rights under the amended Teledesic merger agreement only in writing. Furthermore, the independent advisory committee of New ICO must consent to any material amendments and certain waivers of conditions or covenants set forth in the Teledesic merger agreement. 60 71 INTERESTS OF CERTAIN PERSONS IN THE MERGERS You should be aware of the interests of executive officers and directors of the three companies have in the New ICO and Teledesic mergers. These interests are different from and in addition to your and their interests as stockholders. In discussing the fairness of the mergers to the stockholders, the respective boards of directors of ITGL, New ICO and Teledesic took into account these interests. These interests are summarized below. Ownership and Voting Stock. The principal direct and beneficial stockholders of each of ITGL, New ICO or Teledesic who also own stock in one or more of the other entities:
ITGL NEW ICO TELEDESIC NAME STOCKHOLDER STOCKHOLDER STOCKHOLDER ---- ----------- ----------- ----------- Craig O. McCaw............................... Yes Yes Yes Eagle River Investments, LLC ................ Yes Yes Yes William H. Gates III......................... Yes No Yes Cascade Investment, LLC ..................... Yes No No Dennis Weibling.............................. Yes Yes Yes Michael Larson............................... Yes No Yes
Mr. McCaw is an affiliate of Eagle River Investments, LLC, which is a stockholder of ITGL. Mr. McCaw, directly and through Eagle River, owns approximately % of the outstanding shares of ITGL Class A common stock, % and % of the outstanding shares of ITGL Class B common stock. He also owns approximately % of the outstanding shares of New ICO Class A common stock and 100% of the outstanding shares of New ICO Class B common stock. He owns approximately % of the outstanding shares of Teledesic common stock. Mr. McCaw disclaims beneficial ownership of all securities held by Eagle River, except to the extent of his pecuniary interest therein. Mr. Gates is an affiliate of Cascade Investment, LLC, which is a stockholder of ITGL. Mr. Gates, directly and through Cascade, owns approximately % of the outstanding shares of ITGL Class A common stock and % of the outstanding shares of ITGL Class B common stock. He also owns approximately % of the outstanding shares of Teledesic common stock. Mr. Weibling also is an affiliate of Eagle River. Mr. Wiebling indirectly through Eagle River owns approximately % of the outstanding shares of New ICO Class A common stock and 100% of the outstanding shares of New ICO Class B common stock. He also owns through Eagle River approximately % of the outstanding shares of Teledesic common stock and % of the ITGL Class B common stock. Mr. Weibling disclaims beneficial ownership of all securities held by Eagle River, except to the extent of his pecuniary interest therein. Mr. Larson is an affiliate of Cascade Investment, LLC, which is a stockholder of ITGL. Mr. Larson indirectly owns through his affiliation with Cascade approximately % of the outstanding shares of Teledesic common stock and % of the outstanding shares of ITGL Class B common stock. Mr. Larson disclaims beneficial ownership of such shares. ITGL reimburses Teledesic for the salary paid by Teledesic to Russ Daggatt. Mr. Daggatt is vice chairman of Teledesic, vice chairman of ITGL, the former chief executive officer of ITGL and the acting chief executive officer of New ICO. 61 72 Common Directors. The directors of each of ITGL, New ICO or Teledesic who also are directors of one or more of the other entities are as follows:
ITGL NEW ICO TELEDESIC NAME DIRECTOR DIRECTOR DIRECTOR ---- -------- -------- --------- Craig O. McCaw..................................... Yes Yes Yes Michael Larson..................................... Yes No Yes W. Russell Daggatt................................. Yes Yes Yes Dennis Weibling.................................... Yes Yes Yes Steven W. Hooper................................... No Yes Yes William A. Owens................................... Yes No Yes
Certain Transactions. Set forth below are brief descriptions of transactions between or among ITGL, New ICO and/or Teledesic and their respective officers, directors and major stockholders: - In connection with its investment of $100,000,000 in ITGL, ITGL granted to Cascade Investment, LLC, a Washington limited liability company, an option to purchase 5,506,977 shares of ITGL Class A common stock at an exercise price of $12.13 per share, which option may be exercised, in whole or in part, from time to time at any time during the two-year period that commences on May 16, 2003. The option granted to Cascade is subject to the terms and conditions of an option agreement between ITGL and Cascade dated July 17, 2000. In the event the ITGL merger is not consummated by April 30, 2003, ITGL is required to transfer and assign to Cascade that portion of an option held by ITGL to purchase an equal number of shares of Class A common stock of New ICO and the option to purchase shares in ITGL will be cancelled. Cascade is an affiliate of Mr. Gates, who is a Teledesic stockholder. Mr. Larson is an affiliate of Cascade, a stockholder of Teledesic and a member of the ITGL and Teledesic boards of directors. - On October 31, 1999, Eagle River and Mr. Daggatt entered into a agreement that grants Mr. Daggatt the right to sell to Eagle River up to one million of his shares of Teledesic common stock at a price of $18.50 a share. This right vests in four equal traunches. The first traunche became exercisable with respect to 250,000 shares upon the execution of the agreement. The second traunche was earned and became vested on April 30, 2000. The third traunche became exercisable upon closing and funding of the Old ICO exit financing. The fourth traunche will become exercisable with respect to the remaining shares if Eagle River determines that Mr. Daggatt's performance in connection with the New ICO merger has met certain standards. This right terminates on January 30, 2001. The agreement also grants Eagle River a right to purchase these shares, subject to Mr. Daggatt's right described above, at a purchase price of $18.50 a share at any time between February 1, 2001 and March 31, 2001. On January 20, 2000, Mr. Daggatt exercised his right with respect to 100,000 shares of Teledesic common stock. - On May 12, 2000, ITGL entered into a credit agreement with Teledesic LLC under which Teledesic LLC loaned $200 million to ITGL. If the Teledesic merger has not been consummated on or before its maturity date, then the loan may be repaid, at Teledesic LLC's option, in shares of ITGL Class A common stock at a price of $10.00 per share in lieu of any cash repayment. If Teledesic LLC fails to exercise this option, the loan will be repaid in forty equal quarterly installments of principal and interest beginning January 1, 2002. - ITGL has granted to Cascade certain pre-emptive rights in the event ITGL issues additional shares of its capital stock. - On July 13, 2000, a subsidiary of New ICO assumed from Teledesic LLC the obligations under an agreement between Teledesic LLC and Lockheed Martin Commercial Launch Services Inc. Under the terms of the assumed agreement, the New ICO subsidiary reimbursed Teledesic LLC the sum of $196,000 for deposits made by Teledesic LLC under the assumed agreement. New ICO also has guaranteed the performance of its subsidiary under the assumed agreement. Teledesic LLC remains liable under the assumed agreement. 62 73 - On May 15, 2000, certain affiliates of Eagle River Investments, LLC loaned to ITGL $190,499,637. As of the date of this document, these loans have been paid in full. - On April 21, 2000, ITGL entered into an agreement with Satellite Phone Japan Limited under which ITGL agreed, upon the occurrence of certain conditions, to purchase from Satellite Phone Japan all of its shares of New ICO Class A Common Stock together with warrants to purchase shares of New ICO Class A Common Stock received by Satellite Phone Japan with respect to its claims against ICO Global Communications Holdings BV arising out of the rejection of an agreement dated February 26, 1998, under the reorganization plans for Old ICO and ICO BV. ITGL closed the purchase of a portion of Satellite Phone Japan's current shareholdings in August 2000. - ITGL has entered into registration rights agreements with Eagle River and Cascade, which includes demand rights for two registrations as well as piggyback registration rights. - In connection with the investments made by Cascade and Eagle River, ITGL entered into indemnification agreements with Cascade and Eagle River. - Under an option agreement dated May 16, 2000, Eagle River was granted an option to purchase up to an aggregate of 40 million shares of New ICO Class A common stock at an exercise price of $12.50 per share and an option to purchase up to an aggregate of 16 million shares of New ICO at $10.45 per share. On July 26, 2000, Eagle River assigned to ITGL its right, title and interest in that agreement to purchase certain of the shares covered by the $12.50 option and ITGL assumed all rights of Eagle River with regard to the purchase of these shares. New ICO consented to the form of the assignment and the assignment itself. It also consented to the further assignment by ITGL to Cascade under the terms of the option agreement between ITGL and Cascade. - Under a stock purchase agreement between ITGL, Cascade and Eagle River, Eagle River has agreed to vote its shares of ITGL to elect one representative of Cascade to the ITGL board of directors. Under this agreement, following the mergers Eagle River will vote its shares of New ICO common stock to elect one representative of Cascade to the New ICO board of directors. Michael Larson, an affiliate of Cascade, will be the representative of Cascade on the New ICO board of directors. - Teledesic has adopted a severance benefit policy that would apply to employees of Teledesic who are involuntarily terminated as a result of a general downsizing or general reduction in staff following the mergers, or who are constructively terminated by a decision announced to employees on or before June 30, 2001, that would force the employees to relocate. The benefit policy provides for severance pay, accelerated vesting of a portion of stock options, benefit continuation and outplacement services. - ITGL and certain of its stockholders have entered into a Stockholders' Agreement that restricts the ability of these stockholders to transfer their shares of ITGL capital stock, allows them to participate in the sale of ITGL stock by other stockholders under certain circumstances and requires them to sell their share of ITGL capital stock under certain circumstances. In addition, the agreement grants to them certain rights to review and inspect ITGL's records. 63 74 ACCOUNTING TREATMENT We intend to account for the Teledesic merger using the purchase method of accounting. The value of the New ICO shares issued to acquire the portion of Teledesic not held by Eagle River will be recorded at fair value. The Teledesic shares to be acquired from Eagle River will be retroactively reflected in our financial statements at Eagle River's book value under American Institute of Certified Public Accountants Interpretation No. 39 (AIN 39). Also pursuant to AIN 39, upon completion of the Teledesic merger the pre-merger financial statements of New ICO will be restated, in a manner similar to a pooling of interests, as if New ICO had held Eagle River's investment in Teledesic for as long as Eagle River has held it. The cost to acquire the remainder of Teledesic will be allocated to the assets acquired and liabilities assumed according to their fair values, with the excess purchase price being allocated to goodwill. We intend to account for the New ICO merger as a transfer of assets and liabilities by controlling stockholders under Securities and Exchange Commission Staff Accounting Bulletin No. 48. Accordingly, the transfer will occur at ITGL's book value of the assets and liabilities. Given the nature of the assets and liabilities and the limited time during which they were held by ITGL, their book value approximates fair value. 64 75 CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES The following discussion is intended only as a summary of certain of the material federal income tax consequences of the New ICO and Teledesic mergers to holders of shares of ITGL, New ICO or Teledesic capital stock. This discussion assumes that each holder of shares of ITGL, Teledesic or New ICO capital stock holds these shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). This discussion does not address all aspects of federal income taxation that may be relevant to a particular stockholder subject to special federal income tax treatment, including, without limitation, dealers in securities or foreign currencies, banks, trusts, insurance companies, financial institutions, tax-exempt organizations, foreign persons, retirement plans and persons who acquired their stock pursuant to the exercise of employee stock options or otherwise as compensation. In addition, this discussion does not address (i) the tax consequences of the mergers under foreign, state, or local tax laws, (ii) the effect of any federal tax laws other than those pertaining to federal income tax, (iii) the tax consequences of transactions occurring prior or subsequent to, or concurrently with, either of the mergers, regardless of whether any of these transactions are undertaken in connection with the mergers; or (iv) the tax consequences of exchanges of warrants. The following discussion is based upon the Code, applicable Treasury Regulations thereunder and administrative rulings and judicial authority as of the date hereof and factual assumptions and representations as to factual matters made or to be made by ITGL, New ICO, and Teledesic. Any change in currently applicable law, which may or may not have retroactive effect, or failure of any of the factual assumptions and representations to be true, correct and complete in all material respects, could affect the validity of this discussion. None of ITGL, New ICO or Teledesic has requested or will request a ruling from the Internal Revenue Service with regard to any of the federal income tax consequences of the mergers and the discussion below is not binding on the Internal Revenue Service. As a result, there can be no assurance that the Internal Revenue Service will not challenge any of the conclusions set forth below, or that any challenge by the Internal Revenue Service will not be upheld by the courts. THE NEW ICO MERGER The obligations of ITGL on the one hand, and of New ICO on the other hand, to complete the New ICO merger are conditioned on the receipt by ITGL of an opinion of Davis Wright Tremaine LLP, on the date on which this document is declared effective by the Securities and Exchange Commission and on the closing date of the New ICO merger, and the receipt by New ICO of an opinion of Cadwalader, Wickersham & Taft, on the date on which this document is declared effective by the Securities and Exchange Commission and on the closing date of the New ICO merger, in each case to the effect that the New ICO merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Each opinion will be based upon, among other things, factual assumptions and representations satisfactory in form and substance to each counsel executed on the date the opinion is rendered. Neither ITGL nor New ICO intends to waive the receipt of these opinions on the closing date as a condition precedent to the closing of the New ICO merger. Subject to the limitations and qualifications referred to in this discussion, the qualification of the New ICO merger as a reorganization within the meaning of Section 368(a) of the Code will generally result in the following federal income tax consequences: - no gain or loss will be recognized by the holders of ITGL capital stock upon the conversion of this stock into New ICO capital stock as a result of the New ICO merger; - the aggregate tax basis of the shares of New ICO capital stock into which shares of ITGL capital stock are converted under the merger agreement will be the same as the aggregate tax basis of the shares of ITGL capital stock converted into New ICO capital stock in the New ICO merger; - for purposes of determining whether gain or loss on the subsequent disposition of New ICO capital stock received by a holder of ITGL capital stock in the New ICO merger is long-term or short- 65 76 term, the holding period of the shares of New ICO capital stock received by the ITGL stockholder holder will include the holding period for their shares of ITGL capital stock converted in the New ICO merger; - subject to the provisions of Section 302(a) of the Code, any holder of ITGL capital stock who exercises appraisal rights and receives cash in exchange for the holder's ITGL capital stock will recognize capital gain or loss; - no gain or loss will be recognized by a holder of New ICO capital stock as a result of the merger, unless the stockholder exercises his or her appraisal rights and receives cash in exchange for the stockholder's New ICO capital stock, in which case the stockholder will, subject to the provisions of Section 302(a) of the Code, recognize capital gain or loss; and - no gain or loss will be recognized by ITGL or New ICO as a result of the New ICO merger. A successful challenge by the Internal Revenue Service to the qualification of the New ICO merger as a reorganization under Section 368(a) of the Code would, unless an independent basis existed for tax free treatment, result in the recognition of gain or loss to ITGL stockholders who exchange stock with net appreciation or depreciation, and to ITGL if it transfers assets with net appreciation or depreciation. In that case, gain or loss would be recognized by each ITGL stockholder with respect to the ITGL capital stock held by that stockholder, in an aggregate amount equal to the difference between the fair market value, as of the effective time of the New ICO merger, of the New ICO capital stock received in exchange therefor and the stockholder's aggregate basis in its ITGL capital stock. As a result, each ITGL stockholder's aggregate basis in the New ICO capital stock received in the New ICO merger would equal the fair market value of that stock at the effective time of the New ICO merger and the stockholder's holding period for that stock would begin on the day after the New ICO merger is completed. Gain or loss recognized by ITGL stockholders would be capital gain or loss, and would be long-term capital gain or loss if the exchanged stock were held for more than one year on the closing date of the New ICO merger. Any long-term capital gain recognized by any non-corporate ITGL stockholder would be subject to tax at a reduced rate, as compared to short term capital gain or loss of ordinary income. Gain or loss would also be recognized by ITGL in an amount equal to the difference between the aggregate fair market value of the New ICO capital stock issued by New ICO in the New ICO merger and ITGL's basis in its assets. New ICO would assume, by operation of law, any resulting income tax liability imposed upon ITGL. THE TELEDESIC MERGER The obligations of New ICO on the one hand, and of Teledesic on the other hand to complete the Teledesic merger are conditioned on (i) the receipt by New ICO of an opinion of Davis Wright Tremaine LLP, dated the closing date of the Teledesic merger, and (ii) the receipt by Teledesic of an opinion of Jones, Day, Reavis & Pogue, dated the closing date of the Teledesic merger, in each case to the effect that (x) the Teledesic merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code and (y) each of New ICO, Teledesic, and New ICO's merger subsidiary will be a party to the reorganization within the meaning of Section 368(b) of the Code. Each opinion will be based upon, among other things, factual assumptions and representations satisfactory in form and substance to each counsel executed on the date the opinion is rendered. Neither New ICO nor Teledesic intends to waive the receipt of such opinion as a condition precedent to the closing of the Teledesic merger. Subject to the limitations and qualifications referred to in this discussion, the qualification of the Teledesic merger as a reorganization within the meaning of Section 368(a) of the Code will generally result in the following federal income tax consequences: - no gain or loss will be recognized by the holders of Teledesic capital stock upon the conversion of this stock into New ICO capital stock as a result of the Teledesic merger; 66 77 - the aggregate tax basis of the shares of New ICO capital stock into which shares of Teledesic capital stock are converted under the Teledesic merger will be the same as the aggregate tax basis of the shares of Teledesic capital stock converted into New ICO stock in the Teledesic merger; - for purposes of determining whether gain or loss on the subsequent disposition of New ICO capital stock received by a Teledesic stockholder in the Teledesic merger is long-term or short-term, the holding period of the shares of New ICO capital stock received by the Teledesic stockholder will include the holding period for its shares of Teledesic capital stock exchanged in the Teledesic merger; - subject to the provisions of Section 302(a) of the Code, any holder of Teledesic capital stock who exercises appraisal rights and receives cash in exchange for the holder's Teledesic capital stock will recognize capital gain or loss; - no gain or loss will be recognized by a holder of New ICO capital stock as a result of the Teledesic merger; and - no gain or loss will be recognized by Teledesic, New ICO's merger subsidiary or New ICO as a result of the Teledesic merger. A successful challenge by the Internal Revenue Service to the qualification of the Teledesic merger as a reorganization under Section 368(a) of the Code would, unless an independent basis existed for tax-free treatment, result in the recognition of gain or loss to Teledesic stockholders who exchange stock with net appreciation or depreciation. In that case, gain or loss would be recognized by each Teledesic stockholder with respect to the Teledesic capital stock held by that stockholder, equal to the difference between the fair market value, as of the effective time of the Teledesic merger, of the New ICO capital stock received in exchange and the stockholder's aggregate basis in its Teledesic capital stock. As a result, each Teledesic stockholder's aggregate basis in the New ICO capital stock received in the Teledesic merger would equal the fair market value of that stock at the effective time of the Teledesic merger and the stockholder's holding period for that stock would begin on the day after the Teledesic merger is completed. Gain or loss recognized by Teledesic stockholders would be capital gain or loss, and would be long-term capital gain or loss if the exchanged stock were held for more than one year on the closing date of the Teledesic merger. Any long-term capital gain recognized by any non-corporate Teledesic stockholder would be subject to tax at a reduced rate. The foregoing discussion of material federal income tax consequences is for general information purposes only and is not tax advice. The opinions of Davis Wright Tremaine LLP, Cadwalader, Wickersham & Taft and Jones, Day, Reavis & Pogue are not binding on the Internal Revenue Service. Because of the complexity of the tax laws, and because the tax consequences to any particular stockholder may be affected by matters not discussed in this document, each stockholder of ITGL, New ICO or Teledesic is urged to consult the stockholder's own tax adviser with respect to the stockholder's own particular circumstances and with respect to the specific tax consequences of the New ICO merger or the Teledesic merger, as the case may be, to the stockholder, including the applicability and effect of state, local and foreign tax laws, estate tax laws and proposed changes in applicable tax laws. REGULATORY APPROVALS Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission must review transactions such as the mergers. The mergers may also be reviewed by state and foreign antitrust authorities. The Hart-Scott-Rodino Act requires that we and certain of our stockholders notify these federal agencies of the Teledesic merger and that specific stockholders notify these agencies of the New ICO merger. We and certain of our stockholders have filed the notification reports with the Antitrust Division and the Federal Trade Commission concerning the Teledesic merger and the waiting period has expired. 67 78 At any time before or after the mergers become effective, the Antitrust Division, the Federal Trade Commission, state antitrust authorities or a private person or entity could seek to enjoin either or both of the mergers or to cause ITGL, New ICO or Teledesic to divest certain assets. In addition, the Teledesic merger must be approved by the FCC prior to the closing of the mergers. Teledesic has applied for the FCC approval that is required as a condition of closing and each company will submit other applications as appropriate. Under the merger agreements, the obligation of ITGL, New ICO and Teledesic to complete their mergers is conditioned on: - the termination of the waiting period; and - the absence of any injunction against the merger on antitrust or other grounds. Other than the approvals described in this document, we are not aware of any other significant government or regulatory approvals that we need to obtain to complete the mergers. If we discover that other approvals are required, we will seek to obtain them. APPRAISAL RIGHTS Under Delaware law, New ICO and ITGL stockholders will have appraisal rights with respect to the New ICO merger and Teledesic stockholders will have appraisal rights with respect to the Teledesic merger. Under Section 262 of the Delaware General Corporation Law minority stockholders who do not wish to accept the merger consideration or who otherwise oppose the mergers have the right to seek an appraisal of the fair value of their shares in the Delaware Court of Chancery. ITGL stockholders wishing to assert this right must make a written demand for the appraisal of their shares on or before , 2000, the date of the ITGL special stockholders meeting. New ICO stockholders wishing to assert this right must make a written demand for the appraisal of their shares on or before , 2000, the date of the New ICO special stockholders meeting. Teledesic stockholders wishing to assert this right must make a written demand for the appraisal of their shares on or before ,2000, the date of the Teledesic special stockholders meeting. The demand must reasonably inform the corporation of the identity of the stockholder making the demand as well as the intention of the stockholder to demand an appraisal of the fair value of the shares held by that stockholder. A vote against the merger does not constitute such a demand and will not effectively exercise the stockholder's appraisal rights. For purposes of making a demand for an appraisal, the address of each corporation is ICO-Teledesic Global Limited 2300 Carillon Point Kirkland, WA 98033 New ICO Global Communications (Holdings) Limited Commonwealth House 2 Chalkhill Road Hammersmith, London W6 8DW England Teledesic Corporation Broadband Center 1445 120th Avenue NE Bellevue, Washington 98005 68 79 Only a holder of record of shares of capital stock, or a person duly authorized and explicitly purporting to act on the holder's behalf, is entitled to assert an appraisal right for the shares of capital stock registered in the holder's name. Beneficial owners that are not record holders and that wish to exercise appraisal rights are advised to consult promptly with the appropriate record holders as to the timely exercise of appraisal rights. A record holder, such as a broker, that holds shares of capital stock as a nominee for others, may exercise appraisal rights with respect to the shares of capital stock held for one or more beneficial owners, while not exercising these rights for other beneficial owners. In that case, the written demand should set forth both the number of shares of capital stock and the beneficial ownership of the capital stock as to which the demand is made. Where no shares of capital stock are expressly mentioned, the demand will be presumed to cover all shares held in the name of the record holder. A demand for the appraisal of shares of capital stock owned of record by two or more joint holders must identify and be signed by all of the holders. A demand for appraisal signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity must so identify the persons signing the demand. Stockholders electing to exercise their appraisal rights under Section 262 of the DGCL must not vote for approval of the merger. If a stockholder returns a signed proxy but does not specify a vote against approval of the merger or a direction to abstain, the proxy will be voted for approval of the merger, which will have the effect of waiving that stockholder's appraisal rights. An appraisal demand may be withdrawn by a stockholder within 60 days after the effective time of the respective merger, or thereafter with the approval of ITGL in the case of an ITGL stockholder, New ICO in the case of an New ICO stockholder or Teledesic in the case of a Teledesic stockholder. Upon withdrawal of an appraisal demand, the stockholder will be entitled to receive the merger consideration. Within 120 days after the effective time of the New ICO merger, any New ICO or ITGL stockholder who has properly demanded an appraisal and has not withdrawn the demand as provided above has the right to file in the Delaware Chancery Court a petition demanding a determination of the fair value of the shares of New ICO or ITGL capital stock held by all of the dissenting stockholders. If, within the 120-day period, no petition is filed as provided above, all rights to appraisal will cease and all of the dissenting stockholders will become entitled to receive the merger consideration. New ICO and ITGL are not obligated to file a petition. Any dissenting stockholder is entitled, within the 120-day period and upon written request to New ICO or ITGL to receive from New ICO or ITGL a statement setting forth the aggregate number of shares of New ICO or ITGL capital stock with respect to which demands for appraisal have been received and the aggregate number of dissenting stockholders. Within 120 days after the effective time of the Teledesic merger, any Teledesic stockholder who has properly demanded an appraisal and has not withdrawn the demand as provided above has the right to file in the Delaware Chancery Court a petition demanding a determination of the fair value of the shares of Teledesic capital stock held by all of the dissenting stockholders. If, within the 120-day period, no petition is filed as provided above, all rights to appraisal will cease and all of the dissenting stockholders will become entitled to receive the merger consideration. Teledesic is not obligated to file a petition. Any dissenting stockholder is entitled, within the 120-day period and upon written request to Teledesic to receive from Teledesic a statement setting forth the aggregate number of shares of Teledesic capital stock with respect to which demands for appraisal have been received and the aggregate number of dissenting stockholders. Upon the filing of a petition, the Delaware Chancery Court may order that notice of the time and place fixed for the hearing on the petition be mailed to the corporations and all of the dissenting stockholders, and be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or other publication as may be determined by the court. The costs relating to these notices will be borne by the corporations. If a hearing on the petition is held, the Delaware Chancery Court is empowered to determine which dissenting stockholders are entitled to an appraisal of their shares. The court may request dissenting 69 80 stockholders to deliver their certificates representing shares of capital stock for notation thereon of the pendency of the appraisal proceedings and the court is empowered to dismiss the proceedings as to any dissenting stockholder who does not comply with this request. Accordingly, dissenting stockholders are cautioned to retain their stock certificates pending resolution of the appraisal proceedings. After determination of the dissenting stockholders entitled to an appraisal, the Delaware Chancery Court will appraise the shares of capital stock held by the dissenting stockholders at their fair value as of the effective time, exclusive of any element of value arising from the accomplishment or expectation of the respective merger. When the value is so determined, the court will direct the payment by each respective corporation of this value, with interest thereon if the court so determines, to the dissenting stockholders entitled to receive the payment, upon surrender to the applicable corporation by the dissenting stockholders of the certificates representing the shares. In determining fair value, the Delaware Chancery Court will take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court stated that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered, and that "fair price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court stated that, in making this determination of fair value, the Delaware Chancery Court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. In addition, the Delaware Supreme Court stated that elements of future value "which are known or susceptible of proof as of the day of the merger and not the product of speculation" may be considered. The value so determined could be more than, less than, or equal to the merger consideration. The Delaware Chancery Court may also, on application, assess costs among the parties as the court deems equitable and order all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. Determinations by the Delaware Chancery Court are subject to appellate review by the Delaware Supreme Court. Dissenting stockholders generally are permitted to participate in the appraisal proceedings. No appraisal proceedings in the Delaware Chancery Court shall be dismissed as to any dissenting stockholder without the approval of the court, and this approval may be conditioned upon terms which the court deems just. The foregoing description is not, and does not purport to be, a complete summary of the applicable provisions of Section 262 of the DGCL and is qualified in its entirety by reference to the text of Section 262, which is set forth in Appendix F. Any stockholder considering demanding an appraisal is advised to consult legal counsel. FEDERAL SECURITIES LAW CONSEQUENCES All shares of Parent capital stock received in the mergers will be freely transferable, except for shares received by persons who are deemed to be affiliates, as that term is defined under the Securities Act of 1933. If you are an affiliate of ITGL or Teledesic before the mergers, you may resell the shares of Parent capital stock you receive in the merger only in transactions permitted by the resale provisions of Rule 145 under the Securities Act. In the case of persons who become affiliates of Parent following the mergers, you may resell the shares of Parent capital stock you receive in the merger only in transaction permitted by the resale provisions of Rule 144 under the Securities Act, or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of ITGL, New ICO or Teledesic generally include individuals or entities that control, are controlled by, or are under common control with, ITGL, New ICO or Teledesic, and may include certain officers and directors as well as principal stockholders of ITGL, New ICO or Teledesic. 70 81 Parent capital stock will not be listed on any stock exchange or any electronic trading system such as the Nasdaq Stock Market on completion of the mergers. Under the terms of Old ICO's plan of reorganization, Parent will be obligated to use its reasonable best efforts to list its Class A common stock no later than March 31, 2001 on a national stock exchange or an electronic trading system such as the Nasdaq Stock Market. 71 82 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The unaudited pro forma combined financial statements that follow reflect: - the Teledesic merger using the purchase method of accounting; and - the New ICO merger not as a business combination but as a transfer of assets and liabilities by controlling stockholders and, accordingly, are stated at carryover basis in the pro forma combined balance sheet. The unaudited pro forma combined balance sheet assumes the mergers took place on June 30, 2000. The unaudited pro forma combined statements of operations assume that the mergers took place on January 1, 1999 and combine the consolidated historical statements of operations of New ICO, Old ICO and Teledesic for the six months ended June 30, 2000 and the year ended December 31, 1999. The unaudited pro forma combined statements of operations are not necessarily indicative of operating results which would have been achieved had the mergers been completed as of the beginning of the period and should not be construed as representative of future operations. The pro forma adjustments are based on available information and assumptions that are believed to be reasonable under the circumstances. These unaudited pro forma combined financial statements should be read in conjunction with the respective audited and unaudited consolidated historical financial statements and the accompanying notes of ITGL, New ICO, Old ICO and Teledesic, which are contained in this document. If the Teledesic merger is completed, it will be accounted for using the purchase method of accounting. The value of the New ICO shares issued to acquire Teledesic will be recorded at fair value, except for the Teledesic shares issued to Eagle River, which will be recorded at Teledesic's book value pursuant to American Institute of Certified Public Accountants Interpretation No. 39. This cost to acquire Teledesic will be allocated to the assets acquired and liabilities assumed according to their respective fair values, with the excess purchase price being allocated to goodwill. After completion of the mergers, valuations and other studies of the significant assets, liabilities and business operations of Teledesic will be completed. Using this information, a final purchase price allocation between tangible assets and liabilities, identifiable intangible assets and goodwill in connection with the Teledesic merger will be made. The impact of these changes, principally affecting intangible assets and related amortization, in Parent's consolidated financial statements could be material. If the New ICO merger is completed, it will be accounted for as a transfer of assets and liabilities by controlling shareholders under Securities and Exchange Commission Staff Accounting Bulletin No. 48. Accordingly, the transfer will occur at ITGL's book value of the assets and liabilities. Given the nature of the assets and liabilities and the limited time during which they were held by ITGL their book basis approximates fair value. Under this accounting treatment, only the pro forma balance sheet below will be impacted by the New ICO merger. The pro forma financial information included or referred to in this document has been prepared by and is the responsibility of ITGL, New ICO and Teledesic. Neither Arthur Andersen LLP nor PricewaterhouseCoopers has examined or compiled the accompanying pro forma financial information and, accordingly, Arthur Andersen LLP and PricewaterhouseCoopers do not express an opinion or any other form of assurance with respect to this information. The Arthur Andersen LLP and PricewaterhouseCoopers reports included in this document relate to the historical financial statements of ITGL, New ICO, Old ICO, and Teledesic; they do not extend to the pro forma financial information and should not be read to do so. 72 83 The pro forma unaudited combined financial position of Parent as if the New ICO and Teledesic mergers occurred on June 30, 2000 is as follows: PARENT UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF JUNE 30, 2000 ----------------------------------------------------------------------------- ITGL ASSETS & NEW ICO LIABILITIES TELEDESIC PARENT PRO AS OF AS OF AS OF FORMA WITH JUNE 30, JUNE 30, JUNE 30, ITGL AND 2000 2000 2000 ADJUSTMENTS NOTE TELEDESIC ---------- ----------- --------- ------------ --------- ----------- [A] (DOLLARS IN THOUSANDS) CURRENT ASSETS: Cash and cash equivalents............... $ 761,716 $ 2,982 $ 12,056 $ -- $ 776,754 Restricted cash......................... -- -- 21 -- 21 Marketable securities................... -- 1,206 83,329 -- 84,535 Receivables............................. 89,496 20,000 27,388 (7,163) [b][e] 129,721 Prepaid and other current assets........ 27,607 -- 650 -- 28,257 ---------- --------- --------- ---------- --------- ---------- Total current assets.............. 878,819 24,188 123,444 (7,163) 1,019,288 NOTE RECEIVABLE FROM ITGL................. -- -- 200,000 (200,000) [b] -- TANGIBLE FIXED ASSETS: Property and equipment in service....... 2,475 -- 13,482 -- 15,957 Property under construction............. 942,496 8,254 105,046 -- 1,055,796 INVESTMENT IN NEXTEL COMMUNICATIONS INC., PLEDGED SHARES.......................... -- 361,723 -- -- 361,723 DEPOSITS AND OTHER INTANGIBLE ASSETS...... 102,242 45 135,640 476,714 [c][d][e] 714,641 ---------- --------- --------- ---------- --------- ---------- Total assets...................... $1,926,032 $ 394,210 $ 577,612 $ 269,551 $3,167,405 ========== ========= ========= ========== ========= ========== CURRENT LIABILITIES: Accounts payable........................ $ 22,243 $ 2,715 $ 1,200 $ (2,835) [b] $ 23,323 Accrued expenses........................ 88,077 29,187 9,521 (2,968) [b] 123,817 Line of credit.......................... -- -- 9,960 -- 9,960 Note payable............................ -- -- 2,488 -- 2,488 Advances from affiliates................ -- 150,473 -- -- 150,473 ---------- --------- --------- ---------- --------- ---------- Total current liabilities......... 110,320 182,375 23,169 (5,803) 310,061 NEXTEL COMMUNICATIONS INC. SHARE PLEDGE... -- 317,760 -- -- 317,760 NOTE PAYABLE TO TELEDESIC LLC............. -- 200,000 -- (200,000) [b] -- OTHER LONG TERM DEBT...................... 38,190 -- 393 -- 38,583 DEFERRED INCOME TAXES..................... -- 122,713 -- (122,713) [e] -- ---------- --------- --------- ---------- --------- ---------- Total liabilities................. 148,510 822,848 23,562 (328,516) 666,404 MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES............................ -- -- 734,318 (734,318) [d] -- ---------- --------- --------- ---------- --------- ---------- STOCKHOLDERS' EQUITY: Preferred stock......................... -- -- -- 372,934 [d] 372,934 Common stock............................ 1,795,352 (428,437) 214,230 594,323 [c][d] 2,175,468 Deferred compensation................... -- -- -- (3,655) [d] (3,655) Other comprehensive income.............. 1,875 (201) (1,835) 1,835 [c] 1,674 Deficit................................. (19,705) -- (392,663) 366,948 [c] (45,420) ---------- --------- --------- ---------- --------- ---------- Total stockholders' equity........ 1,777,522 (428,638) (180,268) 1,332,385 2,501,001 ---------- --------- --------- ---------- --------- ---------- Total liabilities and stockholders' equity............ $1,926,032 $ 394,210 $ 577,612 $ 269,551 $3,167,405 ========== ========= ========= ========== ========= ==========
Notes: [a] Issue New ICO shares to former shareholders of ITGL and cancel shares of New ICO held by ITGL. This transaction results in the assets and liabilities of ITGL (excluding its ownership in New ICO) being recorded on New ICO's financial statements at carryover basis pursuant to SEC Staff Accounting Bulletin No. 48. [b] Eliminate intercompany payables and receivables between the Teledesic companies and ITGL and New ICO. [c] Eliminate existing equity of Teledesic. The offset is to goodwill. [d] Record value of shares, stock options and warrants to be issued by New ICO in exchange for Teledesic's and Teledesic Holdings' equity including elimination of minority interests of Teledesic. The excess cost is recorded as goodwill. The Teledesic shares and warrants held by Eagle River are recorded at Teledesic's book value including a deficit of $25.7 million attributed to Eagle River. [e] ITGL's assets and liabilities included a deferred tax liability related to the excess of fair value of the Nextel pledged shares over their tax basis. In accounting for the Teledesic merger, the existence of this liability reduces the deferred tax valuation allowance required by Parent and accordingly reduces the amount of purchase price recorded in the merger. 73 84 Pro forma unaudited combined results of operations of Parent as if the Teledesic merger occurred on January 1, 1999 is as follows: PARENT UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 ------------------------------------------------------------------------------------------ PARENT PRO FORMA WITH TELEDESIC NEW ICO OLD ICO FROM TELEDESIC FOR MERGER FROM INCEPTION JANUARY 1, 2000 THE SIX JANUARY 1, 2000 THROUGH THROUGH MONTHS ENDED THROUGH JUNE 30, 2000 MAY 16, 2000 JUNE 30, 2000 ADJUSTMENTS NOTES JUNE 30, 2000 ------------- --------------- ------------- -------------- ----- --------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) OPERATING EXPENSES: Revenue net of direct production costs............................ $ -- $ (23) $ -- $ -- $ (23) General and administrative......... 26,089 22,811 17,781 -- 66,681 Research and development........... -- -- 3,971 -- 3,971 Depreciation and amortization...... 764 2,551 1,415 -- (a) 4,730 Corporate restructuring............ -- -- 4,392 -- 4,392 ------------ ------------ -------- -------- ------------ Total operating loss........ 26,853 25,339 27,559 -- 79,751 INTEREST EXPENSE..................... -- -- 420 420 INTEREST INCOME...................... (5,332) -- (10,790) (16,122) OTHER (INCOME) EXPENSE............... (797) 897 2,315 -- 2,415 CORPORATE REORGANIZATION............. -- 19,897 2,000 (21,897) (b) -- ------------ ------------ -------- -------- ------------ Loss before minority interest and income taxes................... 20,724 46,133 21,504 (21,897) 66,464 MINORITY INTEREST IN LOSS OF CONSOLIDATED SUBSIDIARIES.......... -- -- (7,280) 7,280 (c) -- ------------ ------------ -------- -------- ------------ Loss before income taxes......... 20,724 46,133 14,224 (14,617) 66,464 INCOME TAXES......................... (1,019) 1,765 -- 1,361 2,107 ------------ ------------ -------- -------- ------------ Net loss......................... $ 19,705 $ 47,898 $ 14,224 $(13,256) $ 68,571 ============ ============ ======== ======== ============ Preferred stock dividends........ $ 9,323 (d) $ 9,323 ======== ============ Loss per share................... $ 0.24 $ 0.23 $ 0.32 ============ ============ ============ Weighted average number of common shares outstanding................. 81,086,563 207,607,618 (e) 240,809,509 ============ ============ ============
- --------------- Notes: [a] There will be no amortization of goodwill from the Teledesic merger until the assets are put in service. [b] Remove the non-recurring corporate reorganization expenses. [c] Eliminate minority interest since the former minority interest holders of Teledesic will become shareholders of the parent company. [d] 5% cumulative annual dividends on preferred shares to be issued to former shareholders of Teledesic Holdings Limited. [e] The calculation of the weighted average number of common shares outstanding reflects the Parent shares issued to ITGL shareholders less the ITGL shares of New ICO that are cancelled in the New ICO merger and gives effect to the shares issued to buyout Teledesic and Teledesic Holdings Limited. Shares to either ITGL or New ICO shareholders issued on or before the acquisition of the Old ICO assets are treated as outstanding since January 1, 2000 in calculating the pro forma weighted average number of shares outstanding.
74 85 Pro forma unaudited combined results of operations of Parent as if the Teledesic merger occurred on January 1, 1999 is as follows: PARENT UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 ------------------------------------------------------------------------- ADJUSTMENTS TO COMBINE PARENT PRO FORMA TELEDESIC & WITH TELEDESIC OLD ICO TELEDESIC NEW ICO NOTES MERGER ------------ --------- ---------------- ----- ------------------- (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) OPERATING EXPENSES: Revenue net of direct production costs.............. $ 756 $ -- $ -- $ 756 General and administrative.......................... 116,144 35,860 -- 152,004 Research and development............................ -- 35,131 -- 35,131 Impairment losses................................... -- 274,111 -- 274,111 Depreciation and amortization....................... 7,752 14,950 -- 22,702 ------------ --------- -------- ------------ Total operating loss.......................... 124,652 360,052 -- 484,704 INTEREST EXPENSE...................................... 3,013 528 -- 3,541 INTEREST INCOME....................................... (14,156) (17,276) -- (31,432) OTHER (INCOME) EXPENSE................................ (9,556) 306 -- (9,250) CORPORATE REORGANIZATION.............................. 93,530 -- (93,530) [a] -- ------------ --------- -------- ------------ Loss before minority interests and income taxes... 197,483 343,610 (93,530) 447,563 MINORITY INTEREST IN LOSS OF CONSOLIDATED SUBSIDIARIES........................................ -- (111,908) 111,908 [b] -- ------------ --------- -------- ------------ Loss before income taxes.......................... 197,483 231,702 18,378 447,563 INCOME TAXES.......................................... 4,211 -- -- 4,211 ------------ --------- -------- ------------ Net loss.......................................... $ 201,694 $ 231,702 $ 18,378 $ 451,774 ============ ========= ======== ============ Preferred stock dividend.......................... $ 18,647 [c] $ 18,647 ======== ============ Loss per share.................................... $ 0.97 [d] $ 1.96 ============ ============ Weighted average number of common shares outstanding......................................... 207,617,000 239,850,671 ============ ============
- --------------- Notes: [a] Remove non-recurring corporate reorganization expenses. [b] Eliminate minority interest since the former minority interest holders of Teledesic will become shareholders of the parent company. [c] 5% cumulative annual dividends on preferred shares to be issued to former shareholders of Teledesic Holdings Limited. [d] The calculation of the weighted average number of common shares outstanding reflects the Parent shares issued to ITGL shareholders less the ITGL shares of New ICO that are cancelled in the New ICO merger and gives effect to the shares issued to buyout Teledesic and Teledesic Holdings Limited. Shares to either ITGL or New ICO shareholders issued on or before the acquisition of the Old ICO assets are treated as outstanding since January 1, 1999 in calculating the pro forma weighted average number of shares outstanding. 75 86 PARENT UNAUDITED PRO FORMA ANALYSES OF EQUITY ACCOUNTS AS OF JUNE 30, 2000 DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
CLASS A CLASS B COMBINED ---------- ----------- ----------- PREFERRED SHARES Teledesic Holdings Limited Class A common shares to be exchanged for preferred shares of PARENT.................. 8,644,332 14,814,815 23,459,147 Exchange Ratio.............................................. 0.97 0.97 0.97 ---------- ----------- ----------- Number of PARENT preferred shares to be issued.............. 8,385,002 14,370,370 22,755,373 =========== Amount per share............................................ $ 20.62 $ 13.92 ---------- ----------- Pro forma PARENT preferred shares........................... $ 172,899 $ 200,036 $ 372,934 ========== =========== ===========
VALUE OF COMMON SHARES INCLUDING WARRANTS, OPTIONS AND DISTRIBUTOR NUMBER OF COMMON SHARES SHARE COMMITMENT --------------------------------------- ---------------------------------- CLASS A CLASS B COMBINED CLASS A CLASS B COMBINED ----------- ----------- ----------- ---------- -------- ---------- (IN THOUSANDS) COMMON SHARES PARENT shares outstanding prior to mergers......................... 160,000,222 31,003,382 191,003,604 $1,520,352 $275,000 $1,795,352 PARENT shares held by ITGL to be cancelled in merger............. (57,594,094) (31,003,382) (88,597,476) (608,358) (275,000) (883,358) PARENT shares to be issued to shareholders of: -- ITGL at the exchange ratio of .97 at ITGL's book value...................... 6,301,195 48,500,000 54,801,195 52,308 402,613 454,921 -- Teledesic excluding Eagle River and affiliate at the exchange ratio of .80025 at $10.45 per share........... 67,234,561 -- 67,234,561 702,601 -- 702,601 -- Eagle River and affiliate for their shares of Teledesic at the exchange ratio of .80025 at Teledesic's historic book value...................... 21,709,982 -- 21,709,982 25,715 -- 25,715 PARENT options and warrants for Class A common stock issued to holders of Teledesic options and warrants excluding Eagle River and affiliate................... -- -- -- 80,237 -- 80,237 ----------- ----------- ----------- ---------- -------- ---------- Pro forma PARENT shares outstanding after the mergers... 197,651,866 48,500,000 246,151,866 $1,772,855 $402,613 $2,175,468 =========== =========== =========== ========== ======== ==========
76 87 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF OLD ICO, NEW ICO AND ITGL Old ICO completed its chapter 11 reorganization on May 17, 2000. New ICO began operations with the acquisition of substantially all of the assets of Old ICO out of the chapter 11 bankruptcy proceedings on that date. New ICO, therefore, is considered to be Old ICO's successor for accounting purposes. ITGL has majority control of New ICO. ITGL's results of operations, therefore, include New ICO's results of operations. Accordingly, the results of operations of New ICO and ITGL are all covered in this discussion and analysis. The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of: - Old ICO's consolidated results for the period January 1, 1997 through May 16, 2000; - the consolidated results of ITGL, consolidating New ICO, from February 9, 2000 (inception) through June 30, 2000; and - ITGL's financial condition, consolidating New ICO, as of June 30, 2000. You should read this discussion and analysis in conjunction with Old ICO's audited consolidated financial statements and the notes accompanying them, Old ICO's unaudited consolidated financial statements and the notes accompanying them, New ICO's unaudited consolidated financial statements and the notes accompanying them for the period ended June 30, 2000, and ITGL's unaudited consolidated financial statements and the notes accompanying them for the period ended June 30, 2000, all of which appear elsewhere in this document. OVERVIEW Old ICO, a development-stage company, was engaged primarily in the design, development and commercialization of its mobile satellite communications network. From inception in 1995 through May 16, 2000, Old ICO recorded an aggregate net loss of $592.6 million. In addition, at May 16, 2000, Old ICO had capitalized approximately $2.6 billion of costs relating to construction of its network. On May 17, 2000, as part of the bankruptcy reorganization of Old ICO, New ICO, also a development stage company, acquired substantially all of the assets of Old ICO. New ICO intends to develop a global communications satellite network that will enable customers to communicate seamlessly from fixed and mobile locations anywhere in the world. Its goal is to provide global Internet access protocol services, including Internet connectivity, data, voice and fax services. ITGL was formed to facilitate the mergers, and is a holding company that has a controlling interest in New ICO. To date, it has had no operations or business activity other than to negotiate the merger agreements and engage in financing activities with respect to itself, Old ICO and New ICO. As part of the New ICO merger, New ICO will transfer its assets and liabilities to a wholly owned subsidiary and ITGL will then merge with New ICO, which will change its name to Parent. LIQUIDITY AND CAPITAL RESOURCES FUNDING REQUIREMENTS Parent believes it will require at least $2.8 billion of additional investment in order to begin commercial service of the New ICO network, which is expected to begin in mid 2003. The majority of these funds will be used to pay contractors to complete the development, launch, deployment and integration of the New ICO satellite system and ground network. Over time Parent anticipates significantly increasing personnel, consultants and other operating expenses necessary to commence commercial operations of the New ICO network. Once New ICO's commercial operations have begun, Parent will also require funds for working capital, interest on 77 88 borrowings and other operating expenses until that time when expenses can be completely funded by revenue from operations. Old ICO had entered into agreements with several manufacturers and service providers for satellite equipment, satellite launch services and user terminals as well as the construction of the ICONET and the development of the business operations support system. Following Old ICO's petition for protection under chapter 11 management entered into discussions with several of the vendors to re-negotiate contracts to reflect the future requirements of New ICO. A number of the smaller contracts have been finalized but discussions with HSC and NEC, although well developed are not yet complete. Satellite Contract: The original contract of approximately $1.4 billion was for the design and build of twelve medium earth orbit satellites by Hughes, the first of which was launched in March 2000 but due to a launch anomaly had to be aborted. The contract is now being modified to include a replacement satellite for F1, which was fully insured, and an on-the-ground spare to overcome the problem of long lead times in the event of a satellite failure. Negotiations also include Tropo modifications to minimize interference and improve product reliability. Although negotiations are not yet complete it is anticipated that the revised contract will be in the order of $2.2 billion and will include incentives for delivering improved performance. Launch Services Contract: The launch services contract, originally supporting the satellite contract, provided that Hughes shall secure all permits licenses, approvals and consents as may be required to effect the provision and scheduling of the launch of each satellite. Following the failure of the first launch and the change in both launch timing and the number of launches, discussions are in hand to finalize a preferred launch program. In the meantime, the opportunity has been taken to transfer two options on Atlas launches from Teledesic to New ICO. The expected cost of the launch program is approximately $1 billion, of which $650 million has been incurred. ICONET Supply Contract: Old ICO entered into a supply agreement for the ICONET with NEC Corporation of Japan as prime contractor relating to the design, manufacture, construction, delivery, installation, integration and testing of the ICONET ground facilities together with a demonstration of the functioning of the ICO network as a whole. Although the network remains the same with twelve groundstations, changes are being specified for upgrades in voice and data quality, it is now anticipated that the contract value will be approximately $1.5 billion of which $724 million has been incurred. In addition to the main contracts, New ICO contracted with CSC computer systems to develop the business operation support system and work is in hand for finalizing user equipment requirements. We cannot assure you that Parent will be able to obtain the substantial amounts of financing it will require on acceptable terms, or at all, or that it will be able to do so in a timely fashion. Moreover, the amount and timing of Parent's actual cash requirements will depend on a number of factors and could materially exceed Parent's current estimates. Some of the risks associated with Parent's need for financing are discussed under "Risk Factors -- Company Risk. We may not be able to obtain the substantial financing we need on acceptable terms" beginning on page 13. SOURCES OF FUNDING Between August 27, 1999, the date Old ICO started its bankruptcy proceedings, through June 30, 2000, ITGL, New ICO and Old ICO, in the aggregate, raised approximately $1.3 billion primarily through private debt and equity financings. Between July 1 and July 31, 2000, ITGL and New ICO, in the aggregate, raised an additional $303 million in private equity financings and received $80 million in insurance proceeds. As of July 31, 2000, ITGL, combined with New ICO, had approximately $1.0 billion in total cash, cash equivalents and marketable securities. Other sources of funding include an additional round of private equity expected to raise up to $500 million beginning September 2000 and options held by investors that were obtained from their investments made in July 2000, which if exercised could raise an additional $400 million. These amounts, along with cash and short term investments currently on hand, will bring total sources of capital to approximately $1.9 billion. Parent believes these resources should be 78 89 sufficient to meet its and New ICO's current funding needs until at least [DATE]. Parent will not be able to generate necessary funds from operations beyond this date in order to satisfy its financing needs. Parent will have to obtain these funds from a combination of vendor and private and public debt and equity financing. DISCUSSION OF CASH FLOWS OLD ICO During the period January 1 through May 16, 2000, Old ICO generated a net increase in cash of $163.1 million as follows: - $28.5 million of cash was generated by operating activities, primarily from receipt of the first installment of the insurance proceeds partially offset by net losses and payments against liabilities originally recorded in prior periods. - $136.4 million of cash was used in investing activities, primarily for capital expenditures required under its satellite, satellite launch and ground station contracts. - $275.0 million of cash was generated from financing activities from receipt of the second installment debtor-in-possession financing. - $4.0 million decrease from the translation of assets and liabilities held in foreign currencies. In 1999, Old ICO used $219.0 million of cash in operating activities compared with $17.5 million in 1998 and $16.0 million in 1997. In 1999, Old ICO used $389.0 million of cash in investing activities compared with $1,149.3 million in 1998 and $617.4 million in 1997. In 1999, Old ICO generated $243.7 million of cash in financing activities compared with $1,336.0 million in 1998 and $255.8 million in 1997. Old ICO's principal capital expenditure requirements comprised payments due under its satellite contract with Hughes, its satellite launch contract and other contracts relating to the ICO network. In addition, Old ICO required additional capital for the business operations support system, network management centers, ground stations, satellite insurance, office space, corporate overhead and personnel. ITGL (EXCLUDING NEW ICO) During the period February 9, 2000 (inception) through June 30, 2000, ITGL generated a net increase in cash of $3.0 million as follows: - $7.1 million of cash was provided by operating activities primarily from interest received of $4.3 million on Old ICO debtor-in-possession financing and $1.7 million of interest received on overnight deposits; - $860.3 million of cash was used in investing activities primarily related to ITGL's investment in New ICO; and - $856.2 million of cash was generated from financing activities, including $351.6 million from the monetization of shares of Nextel Communications, Inc., $350.5 million from the issuance of related-party loans and $154.1 million from the issuance of ITGL common stock. NEW ICO During the period March 17, 2000 (inception) through June 30, 2000, New ICO generated a net increase in cash of $761.7 million as follows: - $132.1 million of cash was provided by operating activities, primarily from the receipt of insurance proceeds related to a failed satellite launch of $145 million; - $70.0 million of cash was used in investing activities primarily for the purchase of Old ICO's assets; 79 90 - $700.0 million of cash was generated by financing activities, primarily from the proceeds from the issuance of New ICO Class A common stock of $700 million; and - $0.3 million decrease from the translation of assets and liabilities held in foreign currencies. RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1999 AND 2000 Revenues. Old ICO's revenues for the year to date period ended May 16, 2000 were $0.9 million and for the six months ended June 30, 1999 were $1.0 million. All revenues related to ICOroam, a limited cellular roaming service, which was discontinued in July 2000. Direct production costs. Old ICO's direct production costs for the year to date period ended May 16, 2000 were $0.8 million and for the six months ended June 30, 1999 were $1.5 million. These costs consisted of royalties, service provider charges and customer care support fees in relation to ICOroam. Marketing, general and administrative expenses. Old ICO's marketing, general and administrative expenses for the year to date period ended May 16, 2000 were $22.8 million and for the six months ended June 30, 1999 were $60.1 million. In 2000, these expenses consisted principally of salary and other headcount related costs and office rental fees. The decline in costs reflects the lower level of activity during the chapter 11 proceedings, particularly with respect to product development and marketing activities. New ICO's marketing, general and administrative expenses for the period from inception on March 17, 2000 to June 30, 2000 were $26.1 million. These expenses consisted primarily of staff related costs of $13.8 million, stock-based compensation of $9.2 million, office costs of $1.3 million, and ICONET operating costs of $2.0 million. ITGL incurred $1.0 of marketing, general and administrative expenses for the period from inception to June 30, 2000, consisting primarily of organizational costs. We anticipate substantial increases in marketing, general and administrative expenses associated with New ICO's progression towards commercial operations. Capitalization of costs and depreciation. Old ICO and New ICO have capitalized substantially all of the costs incurred in the construction and deployment of the New ICO network, including interest costs. No charges to expense for depreciation of the assets associated with the network have been made. These assets will be depreciated over their estimated useful lives from the later of the time they are placed in service and the start of commercial mobile satellite operations. Old ICO's depreciation expense for the year to date period ended May 16, 2000 was $2.6 million and for the six months ended June 30, 1999 was $3.6 million, which related to property and equipment in service. This expense consisted principally of leasehold improvements, computer and other office equipment. The reduction in charges was due to assets becoming fully depreciated during 1999 and 2000. New ICO's depreciation expense for the period from inception to June 30, 2000 was $0.8 million. This related to property and equipment in service comprising leasehold improvements, computer and other office equipment. ITGL incurred no depreciation expense from inception to June 30, 2000. Interest income/(expense) net. Old ICO had no net interest expense for the year to date period ended May 16, 2000 and net interest income of $25.9 million for the six months ended June 30, 1999. All interest earned by Old ICO during 2000 was included in reorganization costs. Interest expense during the period, principally relating to debtor-in-possession and vendor financing, was capitalized by Old ICO as it is a development stage company. New ICO had interest income of $5.3 million for the period from inception to June 30, 2000, consisting of interest earned on the proceeds from the financing completed in connection with Old ICO's emergence from bankruptcy. 80 91 Net interest expense for ITGL for the period from inception to June 30, 2000 was $3.6 million. This consisted of interest earned of $6.0 million on debtor-in-possession notes received from Old ICO and idle cash invested in highly liquid, low-risk commercial paper, which was offset by $4.5 million of imputed interest expense related to the financing transaction described below and $5.1 million of interest expense related to short-term notes to related parties. Other income. Old ICO incurred foreign currency translation losses through May 16, 2000 of $0.9 million. New ICO incurred foreign currency translation gains for the period from inception to June 30, 2000 of $1.9 million. Reorganization costs. Old ICO recorded reorganization costs of $19.9 million during the period January 1 through May 16, 2000. These consisted of legal, joint provisional liquidator, investment banker and accounting fees for bankruptcy activity and restructuring efforts on behalf of Old ICO and the official creditors committee of $22.9 million, offset by interest income for the period of $3.0 million. Minority interest. Minority interest for ITGL for the period from inception to June 30, 2000 was $9.3 million. This represents that portion of New ICO's loss included in the ITGL consolidated statement of operations, belonging to minority owners of New ICO. Taxation. Old ICO's income taxes for the year to date period ended May 16, 2000 were $1.8 million and for the six months ended June 30, 1999 were $2.5 million. These charges consisted primarily of taxes payable on cost-plus management fees recognized in funding Old ICO's foreign subsidiary operations. New ICO's income tax benefit for the period from inception to June 30, 2000 was $1.0 million and related to New ICO's net loss and foreign subsidiaries, which account for funding received using the cost-plus method. OLD ICO -- YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 Revenues. Old ICO recognized revenues of $2.2 million in 1999 and revenues of $0.1 million in 1998, relating to ICOroam, its limited cellular roaming service. Prior to 1998, Old ICO did not recognize any revenues. Direct production costs. Direct production costs for ICOroam were $2.9 million in 1999 and $0.3 million in 1998, and consisted of royalties, service provider charges and customer care support fees. Prior to 1998, Old ICO did not recognize any direct production costs. Marketing, general and administrative expenses. Marketing, general and administrative expenses were $116.1 million in 1999, $142.2 million in 1998, and $67.6 million in 1997. The decrease for 1999 compared with 1998 was due to cash conservation measures throughout the year and the restrictions of chapter 11 on Old ICO's business development. The increase for 1998 compared with 1997 resulted from ongoing development of the global infrastructure of the business and increasing levels of activity required to build the Old ICO network and establish distribution relationships. These expenses constitute marketing, general and administrative expenses that Old ICO could not capitalize in connection with the development of its network. TRW settlement. On January 7, 1998, Old ICO entered into an agreement with TRW in connection with the settlement of litigation relating to a dispute over alleged patent rights. As a result, TRW agreed to, among other things, subscribe for ordinary shares of Old ICO for an equity investment of $50 million. In connection with this agreement, in 1997 Old ICO recorded an expense of approximately $150 million in respect of a cash payment of $25 million that we made to TRW, a further $25 million payment and a discount of $100 million against the fair value of the ordinary shares issued to TRW under the settlement. Old ICO's obligations to TRW were restructured under the chapter 11 plan of reorganization. For more information, see Note 12 to Old ICO's consolidated financial statements. Capitalization of costs and depreciation. Old ICO capitalized substantially all costs directly attributable to the construction and development of the Old ICO network, including interest costs. At December 31, 1999, Old ICO had capitalized costs relating to the Old ICO network included in property under construction of $2.7 billion compared with $1.8 billion at December 31, 1998. For 1999 and 1998, 81 92 these amounts included capitalized interest costs of $70.3 and $41.8 million, respectively. Old ICO incurred no interest costs in 1997. Depreciation expense in 1999 was $7.8 million relating to leasehold improvements and office equipment already in use, compared with $5.7 million in 1998 and $3.3 million in 1997. This increasing charge was attributable to capital additions. Interest and other income, net. Old ICO's principal source of income since inception was interest income on cash, cash equivalents and marketable securities. In 1999, interest income totaled $20.7 million, compared with $41.1 million in 1998. The decline in interest income in 1999 was due to lower average cash balances available for investment than in 1998. Interest income in 1997 was $35.5 million, again due to lower average cash available for investment than in 1998. Old ICO invested surplus funds on a short-term basis in bank and treasury instruments and commercial paper. Old ICO capitalized all interest expense in 1999 and 1998, except that in 1998 Old ICO did not capitalize an aggregate $2.1 million of amortization on deferred financing costs and interest expense relating to early payment of share calls by some of its investors. In 1997, Old ICO had no interest expense. Reorganization costs. Reorganization costs of $93.5 million were recorded during the period from August 28 through December 31, 1999. Legal, joint provisional liquidator, investment banker and accounting fees for bankruptcy activity and restructuring efforts on behalf of the debtors and the official creditors committee totaled $14.2 million. A charge of $81.7 million was recorded relating to the restatement of senior notes and the write off of deferred financing costs, offset by $2.4 million of interest income earned in the post-petition period. Taxation. Taxes were $4.2 million in 1999, $3.8 million in 1998 and $2.6 million in 1997. They principally comprised taxes payable on cost-plus management fees raised between Old ICO group companies. MARKET RISK The primary market risk affecting Old ICO was the impact of foreign exchange transactions on non-U.S. dollar denominated contracted expenditures. Going forward, however, we expect substantially all of our contracts to be U.S. dollar denominated. EURO CONVERSION On January 1, 1999, eleven member countries of the European Union established fixed conversion rates between their existing currencies and the European Union's common currency, the Euro. The transition period for the introduction of the Euro is between January 1, 1999 and January 1, 2002. Old ICO prepared for the introduction of the Euro, including recalculating currency risk, conversion of information technology systems, and effects on the processes for preparing taxation and accounting records. Old ICO did not incur, nor does New ICO expect to incur, significant costs for Euro conversion. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as a part of hedge transaction and, if it is, the type of hedge transaction. This statement is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. We are currently reviewing the impact of this statement on our financial statements and results of operations. 82 93 In December 1999, the staff of the Securities and Exchange Commission released Staff Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial Statements." This pronouncement summarized certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition. We are required to adopt SAB 101 during the fourth quarter of 2000. We believe our revenue recognition practices are in conformity with the guidelines in SAB 101. In March 2000, the FASB released FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," which provides clarification of Opinion 25 for certain issues such as the determination of an employee, the criteria for determining whether a plan qualifies as a non-compensatory plan, the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and the accounting for an exchange of stock compensation awards in a business combination. We believe that our practices are in conformity with this guidance, and therefore Interpretation No. 44 will have no impact on our financial statements. 83 94 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TELEDESIC OVERVIEW Teledesic Corporation was incorporated in June 1990 and is in its development stage. Teledesic is organized to build a global, broadband, non-geostationary satellite system to enable low-cost fixed access to DSL- and fiber-like telecommunications capability anywhere in the world. To date, Teledesic's principal activities have included obtaining international and national regulatory approvals, technology development, strategic planning, working and negotiating with contractors, market research, and raising capital. Teledesic has never generated any revenue from operations and does not anticipate doing so until 2005, at the earliest. In addition, Teledesic will require significant additional capital to complete development of its system and commence operations. You should read this discussion and analysis in conjunction with Teledesic's audited consolidated financial statements at December 31, 1998 and 1999 and for the years ended December 31, 1997, 1998 and 1999 and the notes accompanying them, and Teledesic's unaudited consolidated financial statements and the notes accompanying them at and for the six months ended June 30, 1999 and 2000, all of which appear elsewhere in this document. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2000, Teledesic had total cash, cash equivalents, marketable securities and restricted investments of $95.4 million compared with a total of $359.3 on December 31, 1999. The decrease of $263.9 million is primarily due to a $200 million loan made to ITGL, a $48.0 million redemption of capital stock of a subsidiary company from an investor that exercised its put right related to a 1999 investment, and normal operating expenses. FUNDING REQUIREMENTS Teledesic will require significant additional funding before commencement of commercial operations in 2005. The majority of funds required will be used to pay a prime contractor to complete the development, deployment and integration of the satellite system and ground network. While Teledesic has developed objectives for system performance, capacity, cost and schedule, the amount of capital required will not be known with certainty until a new prime contractor for the system has been selected. In late 2000 or early 2001, Teledesic intends to initiate a competitive process to select a prime contractor. It is Teledesic's intention to enter into a firm, fixed-price contract with the selected prime contractor in 2001. This contract will then bound, within certain limits, the cost and schedule of deploying the Teledesic network. In addition to the funding requirements associated with the prime system contract, Teledesic also has near-term capital needs, although substantially lower than the longer term system contract requirements described above. Teledesic has a launch services agreement with International Launch Services that calls for four firm launches to occur between July 2003 and December 2006. A down payment of $11.0 million was paid in 1999, and the next contractual payment of $5.6 million is due in January 2002, eighteen months prior to the first launch. The payment moves with the launch date, which Teledesic has the right to postpone up to one year without penalty or price escalation. The contract also has an assignment provision that allows for transfer of the rights and responsibilities under the contract to another party. Teledesic is currently using, and expects to continue to use for the remainder of 2000, net cash of approximately $3 million each month. Other significant capital requirements for 2000 include a payment in August of $3.8 million related to an insurance settlement that required Teledesic to return a portion of the insurance proceeds received for a failed satellite launch. Another significant use of capital may result from Teledesic's decision to pursue a research and development project, or projects, to develop certain antenna 84 95 technology critical to the design of Teledesic's customer user equipment. Teledesic is currently considering engaging outside vendors in such a project. The maximum amount Teledesic intends to invest in this activity would be $10 to $20 million, all of which would occur in the remainder of 2000 and 2001. Given these expected requirements, and excluding the costs that will be incurred when Teledesic enters into a prime contract, Teledesic's $165 million of sources, as described below, would be sufficient to maintain current operations well into 2002. To fund the continued development and completion of the system, Teledesic will need to engage in a variety of additional fund raising activities. Sources of capital are expected to include a combination of additional private equity, public equity, and public and private debt. Upon completion of the mergers, Teledesic expects to receive necessary capital from Parent. In addition to the capital requirements previously described, Teledesic also anticipates significantly ramping up personnel, consultants and other operating expenses necessary to begin commercial operations. These plans, however, will be re-evaluated upon completion of the mergers. Once commercial operations begin, Teledesic will also require funds for working capital, interest on borrowings and other operating expenses until the time when expenses can be completely funded by revenue. We cannot assure you that Teledesic will be able to obtain the substantial amounts of financing it will require on acceptable terms, or at all, or that it will be able to do so in a timely fashion. Moreover, the amount and timing of Teledesic's actual cash requirements will depend on a number of factors and could materially exceed expectations. Some of the risks associated with Teledesic's need for financing are discussed under "Risk Factors -- Company Risks -- We may not be able to obtain the substantial financing we need on acceptable terms" beginning on page 13. SOURCES OF FUNDING At July 31, 2000 Teledesic had approximately $95 million of cash and short-term investments on-hand. Additionally, Teledesic expects to receive the final $50 million of Motorola's $300 million investment in two equal payments of $25 million in September and October of this year. Teledesic also expects to receive another $20 million payment from Motorola in September, which is essentially a refund associated with the termination of the prime contract Teledesic had entered into with Motorola in 1998. These payments, along with the cash currently on hand, will bring Teledesic's total sources of capital to approximately $165 million. To date, Teledesic has funded its capital needs through the issuance of equity securities to private investors that have included founders, industrial partners, and other strategic partners. As of June 30, 2000, Teledesic has received a total of $1,074 million in equity capital, $736 million of which has been cash and $338 million in in-kind contributions. In addition to equity financing, Teledesic has funded the construction of leasehold improvements of its headquarters with an approximately $10 million line of credit through a local bank with a variable interest rate with frequently recurring maturities. The current agreement matures September 30, 2000. Teledesic intends to renegotiate that agreement extending the maturity date at least one year. DISCUSSION OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1999 AND 2000 Net cash used was $98.9 million for the six months ended June 30, 2000, while for the six months ended June 30, 1999, net cash of $19.7 million was generated. The primary changes are as follows: - $90 million larger net proceeds from the purchase and sale of marketable securities in 2000; - $200 million used to fund a note to ITGL in 2000; - lower cash proceeds from equity capital of $27.6 million; 85 96 - no draws on the line of credit in 2000 as compared to $7.5 million of draws in 1999; and - a decrease from a smaller net loss in 2000. YEARS ENDED DECEMBER 31, 1998 AND 1999 Net cash generated was $55.6 million and $18.8 million for 1999 and 1998, respectively. The primary changes are as follows: - a larger net loss in 1999, offset by a non-cash impairment loss of $274.1 million; - larger net proceeds from the purchase and sale of marketable securities of $335 million in 1999; - $261 million used in payments for Teledesic network contracts; - lower cash proceeds from equity capital of $17.3 million; and - increased draws on the line of credit in 1999 of $5 million. YEARS ENDED DECEMBER 31, 1997 AND 1998 Net cash generated was $18.8 million and $16.1 million for 1998 and 1997, respectively. The primary changes are as follows: - a $41 million larger net loss in 1998, offset by a non-cash expense of $50; - lower net proceeds from the purchase and sale of marketable securities of $270 million in 1998; and - higher cash proceeds from equity capital of $267.7 million in 1998. RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1999 AND 2000 General and administrative. General and administrative expenses consist primarily of salary and occupancy costs for executive, finance, legal, regulatory, marketing, business development and administrative personnel. It also includes consulting, professional fees, taxes other than income taxes and overhead. General and administrative expenses were $17.8 million for the six months ended June 30, 2000, a decrease of $2.0 million from $19.8 million for the six months ended June 30, 1999. The decrease reflected: - a $2.9 million decrease in payroll, travel & related costs due primarily to the corporate restructuring as explained in corporate reorganization below; - a $6.1 million decrease in legal and professional fees due primarily to slowdown in negotiations related to the Teledesic system agreement; - a $2.4 million increase due to the recording of a settlement agreement reached with a former employee; and - a $4.6 million increase due to stock-based compensation recorded in connection with a put agreement between an executive and a principal stockholder. Teledesic expects general and administrative expenses to increase in future periods as it increases the level of corporate and administrative activity and makes additional investments to support the commercialization of the Teledesic network. Research and development. Research and development expenses consist primarily of payroll and related support costs of employees, contractors and consultants engaged in research and development activities. Research and development expenses were $4.0 million for the six months ended June 30, 2000, a decrease of $21.7 million from $25.7 million for the six months ended June 30, 1999. The decrease resulted from significant use of outside consultants in 1999 in connection with designing the proposed 86 97 Teledesic network under the agreement with Motorola. $20 million of the decrease related directly to payments made to Motorola for design and technical work in 1999. Teledesic believes that a significant level of continuing research and development expenses will be required to commercialize the Teledesic network. Accordingly, Teledesic believes that it will continue to commit substantial resources to research and development, including hiring additional technical and support personnel, and that these costs will increase in future periods above 2000 levels. Depreciation and amortization. Depreciation and amortization expense was $1.4 million for the six months ended June 30, 2000, a net decrease of $5.7 million from $7.1 million for the six months ended June 30, 1999. The increase in depreciation, $1.4 million for the six months ended June 30, 2000, up $0.6 million from $0.8 million for the six months ended June 30, 1999, resulted from capital expenditures on furniture, equipment and leasehold improvements related to Teledesic's new office space. This increase was offset by the near elimination of amortization, $0.02 million for the six months ended June 30, 2000, down $6.28 million from $6.3 million for the six months ended June 30, 1999, which resulted from a write-down of certain intangible assets which were contributed by Motorola in July of 1998. Teledesic recorded the impairment loss in December of 1999. Those intangible assets were originally valued at $63 million. Corporate restructuring. During the first six months of 2000, Teledesic recorded a one-time charge for corporate reorganization of $4.4 million. Effective April 15, 2000, the staffing of Teledesic was reorganized. As a result, 29 employees, or approximately one-fourth of the staff, were terminated. The estimated cost of the reorganization was recognized in April 2000. The cash cost of the reorganization includes severance, bonuses, and out-placement services for the former employees and totals approximately $2.8 million. In addition, the vesting was accelerated for a portion of the stock options held by the terminated employees and the time to exercise those options was extended. In connection with these modifications, Teledesic recorded non-cash compensation expense of $1.6 million. It expects general and administrative and research and development expenses to decrease in the short-term due to this reorganization. The impact is expected to reduce the pre-reorganization monthly net cash use of approximately $5 million to approximately $3 million. Interest expense. Interest expense was $0.4 million for the six months ended June 30, 2000, an increase of $0.3 million from $0.1 million for the six months ended June 30, 1999. The increase resulted from interest charged on borrowings under a line of credit agreement opened in 1998 for the purpose of funding the construction of leasehold improvements to Teledesic's new office space. The outstanding balance under this line of credit was $10 million at December 31, 1999 and $2.5 million at December 31 1998. Interest income. Interest income was $10.8 million for the six months ended June 30, 2000, an increase of $2.0 million from $8.8 million for the six months ended June 30, 1999. The increase resulted from interest received on the net proceeds of the $323 million of capital raised throughout 1999. Teledesic invests all cash, in excess of current needs, in highly secure short-term investments, including both corporate and United States government securities. The investments are managed by an outside, professional money management organization. Other (income) expense. Other expense was $2.3 million for the six months ended June 30, 2000, a change of $2.9 million from the $0.6 million for the six months ended June 30, 1999. The other income and expense resulted primarily from net gains and losses realized on the sale of marketable securities. Corporate Restructuring. Pursuant to the expected merger with New ICO, $2.0 million of professional fees were incurred. Minority interests in loss of consolidated subsidiaries. Minority interests in loss of consolidated subsidiaries was $7.3 million for the six months ended June 30, 2000, a decrease of $3.0 million from $10.3 million for the six months ended June 30, 1999. This item represents that portion of Teledesic LLC's loss, included in the Teledesic consolidated statement of operations, belonging to minority owners of member units of Teledesic LLC. The decrease is due to Teledesic LLC incurring a smaller loss for the six months ended June 30, 2000 of $21.5 million, than for the six months ended June 30, 1999 of $43.4 million, due to the items explained above, and an increase in the minority shareholder percentage 87 98 ownership of member units of Teledesic LLC. Minority owners held 34% of the member units of Teledesic LLC at June 30, 1999 and 2000. YEAR ENDED DECEMBER 31, 1998 AND 1999 General and Administrative. General and administrative expenses were $35.9 million for 1999, a decrease of $3.5 million from $39.4 million for 1998. The decrease resulted primarily from: - a $7.3 million decrease due to a 1998 non-cash stock option related expense recorded pursuant to a transaction with a former executive; - a $2.1 million increase due to non-cash stock option related expense recorded as a result of Teledesic increasing its use of options to compensate consultants; and - a $1.7 million increase due to growth of staff and related operating expenses across the organization in connection with preparations to engage a prime contractor for the system. Research and development. Research and development expenses were $35.1 million for 1999, a decrease of $29.9 million from $65 million for 1998. The net decrease resulted primarily from: - a $3.7 million decrease due to a payment made in 1998 related to the cancellation of an agreement naming Hughes as the prime system contractor; - a $50 million decrease due to an expense recorded in 1998 in connection with common stock issued to The Boeing Company. When Motorola replaced Boeing as prime contractor for the system, Boeing was compensated for the services it had provided to date. This expense was non-recurring; - a $10 million increase due to payments made to Motorola for design and technical work; and - a $15.2 million increase due to an $11.4 million decrease recorded in 1998 for receipt of insurance proceeds related to a failed satellite launch, and a $3.8 million increase in 1999 due to a settlement that resulted in a return of a portion of these insurance proceeds. Impairment losses. Impairment losses were $274.1 million for 1999 and $0 for 1998. Intangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized when expected future cash flows of the related assets are less than their carrying values. In 1999 certain assets contributed by Motorola, including business plans, marketing studies, trademarks and other materials related to Motorola's research, as well as Teledesic's initial payment to Motorola for work associated with the contract to design and construct the space segment of Teledesic network, were written-off as impaired. Depreciation and amortization. Depreciation and amortization expense was $15 million for 1999, an increase of $7.5 million from $7.5 million for 1998. The increase in depreciation, $2.3 million for 1999, up $1.2 million from $1.1 million in 1998, resulted from capital expenditures on furniture, equipment and leasehold improvements related to Teledesic's new office space. The increase in amortization, $12.6 million for 1999, up $6.3 million from $6.3 million in 1998, resulted from certain intangible assets contributed by Motorola in July 1998. Teledesic held and amortized those assets for six months in 1998 and the full year in 1999. Those intangible assets were originally valued at $63 million. Interest expense. Interest expense was $0.5 million for 1999, an increase of $0.4 million from $0.1 million for 1998. The increase resulted from increased borrowings under a line of credit agreement opened in 1998 for the purpose of funding the construction of leasehold improvements to Teledesic's new office space. Interest income. Interest income was $17.3 million for 1999, an increase of $5.1 million from $12.2 million for 1998. The increase resulted from interest received on the net proceeds of the capital raised in 1998 and 1999. 88 99 Other (income) expense. Other expense was $0.3 million for 1999, a change of $1 million from other income of $0.7 million for 1998. This change resulted primarily from net gains realized on the sale of marketable securities. Minority interests in loss of consolidated subsidiaries. Minority interests in loss of consolidated subsidiaries was $111.9 million for 1999, an increase of $87.3 million from $24.6 million for 1998. The increase is due to Teledesic LLC incurring a larger loss in 1999 of $344 million, than in 1998 of $100 million, primarily due to the impairment loss described above, and an increase in the minority shareholder percentage ownership of member units of Teledesic LLC. Minority owners held 30% of the member units of Teledesic LLC at December 31, 1998 and 34% at December 31, 1999. YEAR ENDED DECEMBER 31, 1997 AND 1998 General and administrative. General and administrative expenses were $39.4 million for 1998, an increase of $26.2 million from $13.2 million for 1997. The increase resulted from growth of staff and related operating expenses across the organization in connection with preparations to engage a prime contractor for the system and build infrastructure to support the system. Research and development. Research and development expenses were $65.0 million for 1998, an increase of $43.1 million from $21.9 million for 1997. The net increase resulted from three significant changes as follows: - $4.5 million increase due to growth of staff and like expenses related to work on the proposed systems with two prime contractors; - $50 million increase recorded in connection with common stock issued in return for services received from a potential prime system contractor; and - $11.4 million decrease due to receipt of insurance proceeds related to a failed satellite launch. Depreciation and amortization. Depreciation and amortization expense was $7.5 million for 1998, an increase of $6.7 million from $0.8 million for 1997. The increase in depreciation, $1.1 million for 1998, up $0.3 million from $0.8 million in 1997, resulted from capital expenditures on furniture and equipment to accommodate the growing staff. The increase in amortization, $6.3 million for 1998, as compared to a nominal amount in 1997, resulted from intangible assets contributed by Motorola, which were originally valued at $63 million. Interest income. Interest income was $12.2 million for 1998, an increase of $11.5 million from $0.7 million for 1997. The increase resulted from interest received on the net proceeds of the $300 million of capital raised in 1998. Other (income) expense. Other income was $0.7 million for 1998 and $0.7 million for 1997. These amounts were the result of net gains realized on the sale of marketable securities and fixed assets. Minority interests in loss of consolidated subsidiaries. Minority interests in loss of consolidated subsidiaries was $24.6 million for 1998 and $0 for 1997. The increase resulted because from formation in October 1997 to April 1998, Teledesic LLC was a wholly owned subsidiary of Teledesic Corporation, thus, there were no minority shareholders in 1997. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as a part of hedge transaction and, if it is, the type of hedge transaction. This statement is effective for all fiscal quarters of all fiscal years beginning after 89 100 June 15, 2000. We are currently reviewing the impact of this statement on its financial statements and results of operations. In March 2000, the FASB released FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," which provides clarification of Opinion 25 for certain issues such as the determination of an employee, the criteria for determining whether a plan qualifies as a non-compensatory plan, the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and the accounting for an exchange of stock compensation awards in a business combination. We believe that our practices are in conformity with this guidance, and therefore Interpretation No. 44 will have no impact on our financial statements. 90 101 BUSINESS OF PARENT FOLLOWING THE MERGERS Upon completion of the transactions contemplated by the merger agreements, Parent will own the current businesses of New ICO and Teledesic through two direct subsidiaries. STRATEGY Parent's strategy is to become a leading provider of data and voice services available everywhere in the world. The key elements of this strategy include: - delivering services anywhere in the world using an integrated circuit-switched and packet-based communications network consisting of a constellation of satellites and a global ground telecommunications infrastructure; - upgrading the New ICO network with enhanced voice services and packet-based capability better than current terrestrial cellular networks, delivering high bandwidth data and voice services at competitive prices and, in the case of voice services, with quality comparable to or better than today's cellular telephones; - through Teledesic, developing a next generation network capable of delivering connectivity at rates of up to hundreds of megabits per second; and - establishing effective distribution by using both existing distribution channels and developing new direct sales channels. Starting in mid 2003, Parent expects to introduce a variety of products and services to individual consumers and businesses through the commencement of commercial service using the New ICO network. Parent expects to begin deployment of the Teledesic network in 2004 and to offer commercial broadband services through this network by 2005. OVERVIEW Parent intends to use the networks being developed by New ICO and Teledesic to provide global Internet-protocol services, including broadband Internet connectivity, data, voice, fax, and real-time and near real-time two-way messaging services. Internet protocol, or IP, permits communications to be routed through the Internet. "Bandwidth," which is the basic measure of the capacity of a telecommunications system, is the difference between the highest and lowest frequencies over which the system can transmit. Systems with larger bandwidths, called "broadband," are able to transmit large amounts of data or voice transmissions faster than systems with smaller bandwidths, which are called "narrowband." To provide its planned services, New ICO is developing an integrated communications network consisting of a constellation of 12 high performance satellites in medium-earth-orbit, 12 ground stations and a global terrestrial network to connect the ground stations. Parent plans to begin testing of New ICO services in 2002. Commercial service launch and revenue generating activities are planned for mid 2003. Parent expects that New ICO's constellation of 12 nongeostationary satellites will support over 14 million individual end-user devices. Geostationary satellites orbit the earth in such a way as to remain above the same point on the earth's surface. Nongeostationary satellites orbit the earth in a way in which the area of the earth underneath them changes. The New ICO network builds upon the Old ICO network, which was designed for circuit-switched, narrowband voice and data access to handheld satellite phones. Circuit-switched networks establish an exclusive connection between two or more users until the connection is terminated. New ICO intends to refocus its business around Internet protocol applications and to enhance the New ICO network to also become a packet-based data system. A packet-based system transmits data in bundles, which are called packets. This bundling increases the capacity of the system to transport data. To broaden its appeal beyond the markets for handheld satellite phones, New ICO plans to develop a range of new packet-based data and voice services. Additionally, the product offering is expected to allow customers to communicate with 91 102 the satellite constellation, whether indoors or outdoors, thus addressing a common shortcoming of existing handheld mobile satellite systems. These new products and services are intended to constitute a significant part of New ICO's business and we believe they should appeal to a broader market than Old ICO had intended to serve. Teledesic also expects to build significantly on New ICO's products and services and the ICONET infrastructure. Together, New ICO and Teledesic intend to provide a broad array of high quality communications products and services. New ICO's products and services will primarily focus on customers with relatively low data traffic requirements. Teledesic, on the other hand, will focus primarily on fixed customers with high data traffic requirements. Teledesic will use the distribution channels and customer base that New ICO will establish. Similarly, some of New ICO's customers are expected to migrate to Teledesic's products and services, thereby freeing capacity on the New ICO network for additional customers. Teledesic plans to use and expand the ICONET terrestrial network infrastructure. As demand for Teledesic services grows, Teledesic plans to work with New ICO to add additional capacity to ICONET when and where appropriate. The Teledesic network, the design of which is currently being re-evaluated, is expected to consist of a constellation of broadband satellites utilizing 1,000 MHz of spectrum in the Ka band. Spectrum is a range of radio frequencies that can be used to transmit data and voice communications. The Ka-band refers to a high frequency portion of the spectrum where the highest frequencies and the largest bandwidths are available. Teledesic expects its network to offer bandwidth-on-demand applications including Internet access, high quality voice and other digital data services which are comparable to digital subscriber line and fiber optic based services. BUSINESS OF ITGL ITGL is a Delaware corporation formed in February 2000 to facilitate the mergers. To date, ITGL has had no operations or business activity other than to negotiate the merger agreements and engage in financing activities with respect to itself, Old ICO and New ICO. As a result of the New ICO merger, ITGL will cease to exist. BUSINESS OF NEW ICO OVERVIEW While certain aspects of New ICO's network are established with some certainty, other aspects are likely to change, perhaps significantly. The discussion below sets forth New ICO's plans and expectations only as of the date of this document and the information set forth below is likely to change. Following the mergers, the assets and liabilities of New ICO will be held by a newly formed, wholly owned subsidiary of Parent. When we refer to the business of New ICO following the mergers we mean the business of that subsidiary. New ICO intends to develop a global communications network that will enable customers to communicate seamlessly from both fixed and mobile locations anywhere in the world. New ICO's goal is to provide global Internet protocol services, including Internet connectivity, data, voice and fax services. The New ICO network is also intended to provide other data communications services, such as global real-time and near real-time two-way messaging services. At service launch, New ICO expects that its data capabilities will be comparable to and its voice quality capabilities will be comparable to or superior to those of current terrestrial mobile networks. New ICO plans to launch its services in 2002 with a period of extensive customer testing and expects to launch commercial service and begin generating revenue in mid 2003. To provide these services, New ICO will seek to develop a global integrated communications network consisting of a constellation of 12 high performance medium earth orbit satellites and a high bandwidth 92 103 ground Internet protocol network. New ICO believes that the constellation of 12 satellites will support over 14 million individual end-user devices. New ICO also expects to have the ability to add more capacity by launching additional satellites. New ICO's goal is to build upon the network originally designed by Old ICO to provide narrowband voice and circuit-switched data access to handheld satellite phones. New ICO intends to develop its business around Internet protocol applications and is taking steps to enhance the New ICO network to also become a packet-based data system. New ICO believes that, in the future, providing only narrowband voice and circuit-switched data will not be competitive, as users become accustomed to the superior functionality of packet-based data services now being deployed in terrestrial cellular systems. A packet-based data system enables access to web and wireless application protocol information services such as weather reports, stock quotes and standard electronic mail. Wireless application protocol, or WAP, enables wireless devices with low data transmission rate connections to access and view content from the Internet. Packet-based data also allows users to be charged only for the data they actually send and receive rather than their time spent online. New ICO is designing its network to work with terrestrial packet-based data standards and the applications that use them. The use of packet-based data will also enable the New ICO network to support a large number of users simultaneously. This means that the New ICO network, as currently contemplated, will be able to support always on connections similar to those provided by cable modem and digital-subscriber line technology. To the user, always on means that the connection appears to be available at all times without having to establish a connection through a cumbersome dial up process. This avoids the set-up time of approximately 20 seconds needed for typical analog modems. New ICO expects its network will support data transmission rates of up to 144 Kbps. New ICO intends to make significant investments to enhance existing technologies and develop new technologies in order to provide its anticipated offering of products and services. Specifically, New ICO plans to invest in technologies that will allow customers to use its services indoors, which is a common shortcoming of existing handheld mobile satellite systems, and that broaden the range of applications for which the New ICO network can be used. PRODUCTS AND SERVICES At service launch, New ICO expects to offer a variety of products and services to individual consumers and businesses, which will include: HANDHELD MOBILE SERVICE New ICO's planned handheld mobile services are expected to permit customers to make telephone calls in locations where they would otherwise be unable to receive traditional mobile telephone signals, where terrestrial alternatives are otherwise inadequate or where the low number of users in a given area favors a satellite-based solution. Upon full deployment, customers should be able to access this service by using a cradle accessory to adapt a standard mobile phone for satellite communication. New ICO expects that its handheld mobile service will support voice and other services, such as short message services, voicemail and call forwarding, as well as circuit-switched data. New ICO plans to offer handheld mobile services to customers who need portable voice and data transmission capabilities. Target users will primarily include professionals working in industries such as maritime, oil and gas, construction, utilities, mining and agriculture. Many individuals in these industries work in remote areas that are not covered by existing terrestrial wireline networks. These individuals currently account for a significant portion of the demand for satellite-based telecommunication services. New ICO expects that by offering to prospective customers handheld portability and high-quality wireless services at prices competitive with alternative services, it will have an opportunity to enter these markets. Over time, New ICO believes that some demand for handheld mobile services will emerge from other market segments as well, including residents in areas having inadequate cellular infrastructure and individuals participating in leisure activities, such as skiing and mountaineering, at remote locations. 93 104 MOBILE INSTALLED SERVICE New ICO plans to deliver services tailored to the needs of users in the trucking, maritime, aviation and other mobile industries. New ICO expects third party manufacturers to design and manufacture low cost user equipment for trucks, ships and aircraft through which customers would have access to voice and Internet protocol data services wherever their fleets travel. Benefits to these customers include improved operational effectiveness of fleets as well as making a variety of services available to crew and passengers. FIXED SERVICE New ICO plans to offer its fixed service to customers in areas underserved by existing terrestrial networks. This service will be designed to operate through the installation of an outdoor antenna that is mounted on a customer's home or office. The outdoor antenna will communicate with a customer's indoor device either through wired or possibly wireless means. New ICO expects to offer both data and voice as part of this fixed service. Examples of potential users include remote business sites such as oil-drilling platforms and mining sites and residential users in isolated areas faced with long delays in obtaining traditional terrestrial communications services. TWO-WAY MESSAGING SERVICES New ICO plans to design this service to provide two-way messaging to or from any location in the world. The principal target markets include the transportation, maritime and aviation industries. New ICO believes this service will permit customers in these and other markets to exchange position reports and location information. The two-way messaging service is expected to use a low-cost modem suitable for integration with existing and planned communications systems offered by other providers. This two-way messaging service should enable fleet operators to manage logistical and operational activities, track assets for delivery updates, monitor and schedule preventive maintenance of equipment and prevent theft and fraud. Real-time messaging is expected to permit real-time location inquiry, while near-real-time messaging is expected to allow railcars and other vehicles to report on their location at regular intervals. As currently envisioned, this messaging service will impose no limits on the length of messages transmitted. DATA SERVICES The upgrade of the New ICO network to a packet-based data system is expected to allow New ICO to offer Internet protocol data services. New ICO will target these services to customers whose connectivity needs are not met through terrestrial services. In addition to voice services, New ICO is designing its network to support any Internet protocol or application that runs over current terrestrial networks. While the packaging of these data services has not yet been finalized, New ICO expects to provide global connectivity and Internet access. Such services will allow businesses and consumers to access the Internet from anywhere in the world at speeds comparable to those currently available only in developed urban areas. The New ICO network initially is expected to be capable of providing two-way packet data services at data transmission rates of up to 144 kbps. Included within its data services, New ICO plans to offer a return channel service for satellite operators who provide one-way broadcast services. This return channel service will be designed to provide a communications path from the customer to the broadcast satellite provider. The New ICO return channel allows the provider to offer two-way broadband web access, as well as supplementary interactive services such as pay-per-view movie ordering or e-commerce. The return channel enables two-way web access by allowing the customer to send requests for information over the New ICO network, followed instantaneously by the requested information being delivered to the customer through the broadcast satellite provider's network. Using the New ICO network for this service provides the customer a cost competitive alternative to using a telephone modem, while also providing better performance. Unlike telephone modems, the New ICO return channel will feature always-on connectivity, prevent busy signals 94 105 or the need for a second telephone line, and avoid the 20 second process associated with initiating a telephone modem session. Additionally, this service is expected to be attractive to the many customers of digital satellite television in the developing world without access to a telephone line at all. TARGET MARKETS New ICO intends to target markets that are underserved by terrestrial communications services. New ICO's initial strategy will be to target existing markets, such as the maritime, transportation, oil and gas and construction industries and governmental agencies, where there is an established demand for satellite communications services. New ICO plans to eventually extend its focus to broader markets such as small and medium-sized businesses, small office and residential users. MARITIME MARKET The maritime satellite services market includes commercial shipping, fishing and recreational vessels, as well as government fleets. New ICO divides the maritime market in three segments: - deep sea vessels; - smaller commercial vessels; and - leisure boats. Deep Sea Vessels. Deep sea vessels typically engage in long distance operations and have an average of 10 to 20 crew members. Many existing deep sea vessels are already fitted with satellite communications equipment although most vessels still rely on traditional radio systems for their communications needs. Small Commercial Vessels. Small commercial and fishing vessels usually operate in coastal waters and inland waterways with up to ten crew members. Usually these vessels operate outside of terrestrial cellular coverage. New ICO believes that most of these ships do not have satellite communications equipment and rely on traditional radio systems for commercial and safety communications. Leisure Boats. The operating patterns of these vessels vary widely, depending on their size. Most large leisure boats have radio or satellite communication equipment, but most smaller leisure boats lack this equipment. Leisure boat operators have increased their usage of terrestrial cellular telephones in recent years, but large vessels often sail outside the range of terrestrial cellular coverage. New ICO expects use of its satellite communication service to vary greatly in the maritime market: deep-sea trading and fishing vessels normally spend most of their time at sea and generate a high volume of voice and data traffic per ship per year, while leisure boats tend to be moored in harbor, so that the annual average usage is much less than other maritime customers. TRANSPORTATION MARKET The transportation market consists of three main segments: Long-Haul Transport Companies. Long-haul transport companies specialize in high value cargo and just-in-time delivery operations. They require fleet management applications to control their operating expenses and to improve operations and customer service. They also require position reporting and the ability to transfer dispatch information and load/off-load activity information. Physical Asset Tracking. Customers for physical asset tracking applications require location information and telemetry for road bound vehicles, rail cars and heavy-duty construction equipment. Passenger Vehicles. Applications for passenger vehicles include location, e-mail and two-way data transfer for services such as emergency call-out, road-side assistance, service location and, in some cases, Internet browsing. New ICO expects to offer data, fax and voice services tailored to support these customers. New ICO also plans to offer on-board mapping and messaging applications for passenger cars. 95 106 New ICO's initial emphasis will be on commercial road transport companies with international operations and those that carry freight over distances of more than 300 miles. New ICO views all commercial vehicles above six gross tons as potential customers for its transportation services. Heavy commercial vehicles tend to travel farther than lighter vehicles, and New ICO expects them to have a greater need for satellite-based vehicle tracking and messaging services. GOVERNMENT MARKET New ICO will seek to position itself as the leading provider of global mobile satellite services for the government market. The government market has unique characteristics requiring special, value-added services such as data, voice encryption, restricted user groups and global coverage. The key segments of the government market include: - military forces; - embassies and foreign offices; - interior agencies and ministries; and - international agencies, such as departments of the United Nations, World Bank and Red Cross. OIL, GAS, CONSTRUCTION AND OTHER INDUSTRIES New ICO believes that there is a significant opportunity among professionals working in the oil and gas, heavy construction, utilities, mining and agricultural industries. Individuals in these industries tend to be located in remote areas that are not covered by existing terrestrial networks and have, to date, accounted for most of the demand for satellite communication services. INDIVIDUALS AND SMALL AND MEDIUM-SIZED BUSINESSES New ICO believes that there is an attractive market among individuals and small and medium-sized businesses that are underserved by fixed and mobile networks or that lack access to data services or telephony. New ICO also expects some demand to come from wealthy individuals in areas with a poor mobile and fixed infrastructure, as well as from individuals engaging in leisure activities such as skiing and mountaineering. DISTRIBUTION STRATEGY New ICO intends to distribute its products and services through a global network of experienced distributors and its own direct sales channels. New ICO expects its global network of distributors to include: - specialized satellite communication distributors; - national, regional and global telecommunication service providers; - mobile and terrestrial network operators; - consumer electronics retailers; - system integrators and value-added resellers; and - partnerships with original equipment manufacturers. Many distributors are expected to be entities that have been strategic investors in Old ICO since the early stages of its development. They include leading national and international communications companies that have a significant number of existing fixed and mobile customers. New ICO expects to enter into non-exclusive agreements with most of its distributors. New ICO expects that its distributors will act as service providers for most of its customers and will be primarily responsible for customer acquisition, billing and customer care. 96 107 THE NEW ICO NETWORK [NEW ICO'S BENT PIPE ARCHITECTURE] The New ICO network is intended to be an enhanced version of the network initially contemplated by Old ICO. Key technical features of the New ICO network include: - a ground segment consisting of 12 ground stations interconnected by terrestrial links. New ICO calls this ground segment ICONET. New ICO will own or lease these dedicated high capacity links; - a constellation of 12 satellites in medium earth orbit, enabling high call completion rates and global coverage. These satellites will use a bent pipe architecture, a configuration where the satellites act like mirrors to reflect signals between the user equipment and the ground station; - the air interface, a communications protocol similar to that employed by terrestrial cellular systems, that allows user equipment to communicate with the network. The air interface, to be incorporated in the user equipment and ground stations, is expected to be developed to allow next generation terrestrial wireless applications to operate through New ICO satellites at data transmission rates of up to 144 Kbps; and - the ability to support a wide range of user equipment. As noted above, the New ICO network is being designed with a bent pipe architecture. In a bent pipe system the satellite is used to relay communication between the end-user equipment and a ground station that is part of the terrestrial infrastructure. The terrestrial infrastructure, rather than satellite-to-satellite 97 108 communication links, provides the connection to the destination network or end-user. New ICO believes that this design will be sufficiently flexible to enable future increases in system capacity and functionality through the modification and addition of terrestrial equipment. New ICO also is designing the ICONET with the flexibility to carry data and voice traffic of other terrestrial and satellite operators. New ICO will own the entire space segment and plans to implement and control its ground segment operations. New ICO intends to route outbound calls from New ICO user equipment through its satellites and the ICONET to the appropriate terrestrial data or voice network or to other New ICO user equipment. For incoming calls, the New ICO network will route calls from terrestrial networks through the ICONET and the ICONET will then automatically select a satellite through which a call can be connected to the specified New ICO end-user equipment. The New ICO network will consist of three main segments: the user equipment, the ground segment infrastructure and the space segment. [ICONET DIAGRAM] The space segment relays data communication packets and control information between the end-user equipment and the ground segment. The end-user equipment connects the end-user to the network. The terrestrial infrastructure provides the interconnection with other networks as well as supporting network and constellation management and control functions. SPACE SEGMENT The New ICO satellite constellation is expected to consist of 12 medium-earth-orbit satellites orbiting the earth in two distinct planes. Each orbital plane will incline at 45 degrees to the equator, with six operational satellites on each plane. Each satellite will orbit at an altitude of approximately 6,400 miles above the earth's surface and will circle the earth approximately once every six hours. Because of the relatively high altitude of the satellite constellation, each satellite will have a significantly greater footprint than a typical low earth orbit satellite. A footprint is the area of the earth's surface served by a satellite at any given time. The footprint of New ICO's medium-earth-orbit satellites will have a diameter of approximately 9,300 miles, representing more than 25% of the earth's surface. 98 109 Of the 12 satellites, 10 of the satellites will form the base constellation and the other two satellites will act as on-orbit spares. The on-orbit spares, which are in excess of the number of satellites required for New ICO's service, provide additional capacity and can be used as replacements if any of the 10 base satellites fail. New ICO is also constructing an additional satellite that will serve as a replacement in the event of a launch failure or an on-orbit satellite failure. Depending on the success of New ICO's launch campaign, the remaining additional satellite will either be kept in storage on the ground or may be launched and maintained as an on-orbit spare. New ICO believes that this sparing strategy will better ensure that New ICO is able to continue to offer high quality services to users if any satellites fail. The main communications component of each satellite is expected to be able to transmit signals from ground station to user equipment in the forward direction and from user equipment to ground station in the return direction, and to handle signals of any type compatible with a 150 kHz bandwidth. New ICO expects to be able to allocate communication resources within the satellites in response to traffic demand. This flexibility should enable New ICO to optimally manage traffic patterns and maintain its high quality services without the need to launch additional satellites. New ICO believes that its satellites in medium earth orbit will provide call availability that is superior to that of competing low earth orbit systems. This superiority should result, in part, from a higher average elevation angle for the satellites, which minimizes the probability that a call signal will be obstructed. Elevation angle is a measure of the incline above the horizon that a satellite appears to the user equipment. Also, as a result of their higher altitude, New ICO satellites will move across the sky significantly more slowly than low-earth-orbit satellites. This should result in fewer calls being passed from one satellite to another during a call and minimize the possibility of dropped calls. In addition, this satellite configuration should reduce the complexity and operating cost of the space segment as compared to competing low-earth-orbit systems. As noted above, the New ICO network is expected to use 12 satellites and 12 ground stations to provide global coverage. This compares favorably with competing low-earth-orbit systems which, due to their smaller satellite footprints, require a significantly greater number of satellites and either more ground stations or complex inter-satellite links in order to provide the same global coverage. Because New ICO expects to deploy relatively fewer satellites than its competitors, it should be able to implement an efficient space segment with lower operating and maintenance costs than competitors using low-earth-orbit satellites. Old ICO entered into a fixed-price supply agreement for the construction of the space segment with Hughes Space and Communications International, Inc. Under this agreement, Hughes will construct all of New ICO's planned satellites and the related telemetry, tracking and control equipment. New ICO has renegotiated certain aspects of this contract in order to make enhancements to its satellites to make them less susceptible to interference, including tropospheric frequency interference. New ICO has also ordered three additional satellites, one to replace the satellite lost in the first launch failure and two others to be used as spares. In addition, Hughes will procure launch services for 12 satellites as well. The Hughes satellite contract, together with New ICO's launch services contracts and satellite insurance costs, which are described below, comprise substantially all of New ICO's investment in the space segment. The equipment necessary for New ICO's telemetry, tracking and control infrastructure has been fully installed and tested at six of New ICO's ground stations. New ICO expects these ground stations to provide nearly continuous monitoring of the satellites in orbit, permitting it to control the satellites and respond rapidly to any anomalies that may occur. Initially, the satellite control center will communicate with the ground station through a dedicated data support network. As the New ICO network is deployed, New ICO plans to integrate these communications with ICONET. The primary satellite control center at New ICO's London facilities has been installed and is being tested. In working with Hughes, New ICO developed the design of the platform for its satellites from an existing model, the Hughes HS601 satellite platform. The satellite platform is the mechanical and electrical infrastructure supporting the communications payload. Hughes had to modify the satellites to suit the special requirements of a medium earth orbit. The design life of New ICO's satellites is 12 years, nearly twice the average life of a typical low earth orbit satellite. 99 110 SATELLITE LAUNCH STRATEGY New ICO has a launch services agreement with Hughes. Under the terms of this contract, Hughes is obligated to procure launch services for 12 satellite launches, including the first launch that failed. New ICO also expects Hughes to perform all launch management and launch operations tasks associated with deploying the satellite constellation. Under this contract New ICO will make payments to Hughes upon the achievement of specified milestones. New ICO also has a contract with Lockheed Martin Commercial Launch Services for two satellite launches and related launch services. This contract was assigned to New ICO by Teledesic in July 2000. The first satellite, F1, was launched by Sea Launch on March 17, 2000. Although this launch failed, New ICO believes that there will be no significant adverse financial effect to its business plan as the F1 launch was adequately insured to cover the anticipated costs of building and launching a replacement satellite. New ICO does not expect the launch failure to delay the introduction of its services. New ICO's proposed launch plan includes several launch vehicles, which will include one or more of Atlas IIASs, Protons and Delta IIIs. Given the risks associated with satellite launches, New ICO may experience delays resulting from launch failures or satellite failures resulting from damage sustained during launch. New ICO has elected to use separate launch vehicles, so as to mitigate scheduling risk in the event of launch problems. In addition, if New ICO experiences problems with launch scheduling, it believes that Hughes' and Lockheed Martin's long-term relationships with the launch providers will assist it in rescheduling launches. New ICO's ability to schedule launches will depend, in part, on market demand for launch services during the period. SATELLITE INSURANCE Launch and in-orbit insurance protect a company from the risk of loss to satellites and other associated costs during three specific phases: 1) pre-launch, 2) launch and deployment, and 3) in-orbit operations. The pre-launch phase begins when the satellite arrives at the launch site and ends when the launch and deployment phase begins. The launch and deployment phase begins when intentional ignition of the launch vehicle takes place and ends when the satellite is separated from the launch vehicle. The in-orbit operations phase begins when the satellite separates from the launch vehicle and ends as described in each specific insurance policy. Under the fixed-price supply agreement with Hughes Space and Communications International, Inc., Hughes will provide insurance coverage against satellite risk of loss during transportation of satellites to the launch site and through the end of the pre-launch phase. New ICO will be responsible for the risk management strategy for the launch/deployment phase, and the in-orbit operations phase. The first New ICO satellite launch failed, resulting in the loss of the satellite. New ICO, however, has received the full amount of the $225 million launch insurance proceeds. New ICO is currently reviewing its risk management approach, and expects to be able to obtain appropriate launch and in-orbit insurance for its satellites. GROUND SEGMENT The ICONET is designed to be a worldwide communications network consisting of 12 ground stations and primary and backup network management centers. New ICO has constructed ground station sites for 11 ground stations and is currently working on an arrangement for a ground station site in China. In addition, New ICO is considering locating a 13th ground station in Russia. New ICO expects that some of the ICONET ground stations with interconnecting links may become available for integration and testing in the third quarter of 2000 and that New ICO will substantially complete deployment of the ICONET in the second quarter of 2002. 100 111 Each ground station will provide an interface between the New ICO satellites and terrestrial networks, and will manage routing over the New ICO network. Each ground station will have five main elements: - five ground-based antennas, each with associated equipment to communicate with the satellites; - both packet and circuit-switched equipment to route traffic on the ICONET and to interconnecting terrestrial wireline and mobile networks; - registers to support mobility, call and service access management; - platforms to provide value-added services such as voice, facsimile and data messaging services; and - general packet radio services, or GPRS equipment, which will direct traffic and store data and support a range of Internet protocol services. Each ground station will track the satellites within its range of sight through the ground antennas and will manage traffic routing between the ground and satellite antennas so as to maintain uninterrupted communications. In addition to managing usage of the radio links, New ICO will depend on ground stations, as controlled by the network management center, to coordinate and direct the allocation of frequency spectrum and satellites in a manner consistent with traffic and the regulatory requirements applicable in each country. New ICO intends to operate the entire ground segment so as to provide consistent, high quality services and to manage interconnection costs. New ICO will perform all signal processing on the ground within the ICONET, which will include technology to direct calls and route data and manage the New ICO network operations. The ICONET is being designed to be sufficiently flexible to permit increased capacity and functionality as technology advances. This design should enable New ICO to develop and offer new products and services without having to physically modify the space segment. The ICONET switches will set up and manage calls on the New ICO network and record service usage for billing. These switches will use computer databases, known as network registers, to control a customer's access to our telecommunication services and to facilitate the routing of calls to New ICO equipment. The network registers in each earth station will store details of New ICO phones registered to that ground station. New ICO will employ authentication software to check the identity of users, which should significantly reduce the potential for fraudulent use of the New ICO network. Old ICO installed and tested switching equipment at 11 ground stations, of which 10 are fully tested. Old ICO installed five-antenna systems at 11 sites. All antenna systems and associated equipment at the five of the six locations, tracking and control sites are fully operational and ready to support the launch of New ICO's first satellite. New ICO's ground stations will interconnect the ICONET with the land-based fixed and mobile networks in the host country and, through international switching facilities in that country, to other countries. The ground stations will be able to transfer calls to the local land-based fixed and mobile systems. Additionally, New ICO will seek to establish connections between the ground stations for its exclusive network management use. New ICO's network management centers will monitor and control activity on the ICONET. The overall network architecture has been designed so that many functions can be centrally managed. The network will include both primary and back-up network management centers in an effort to ensure a high degree of availability. Old ICO entered into supply agreements for the construction and development of the ICONET with several suppliers under an overall supply agreement with NEC. Under this contract, the ICONET suppliers are responsible for the design, manufacture, installation and testing of the ICONET equipment. For example, NEC is supplying New ICO with radio frequency terminals, network management systems and, at New ICO's option and at incremental cost, system integration services. Hughes Network Systems is supplying satellite base station systems, which are located at the ground stations and enable communications to and from satellites. Ericsson Ltd. will provide mobile packet support nodes and circuit- 101 112 switching centers. New ICO is currently renegotiating certain aspects of its ICONET supply contracts in order to make significant enhancements to the ICONET in order to provide service, including packet-data services that were not contemplated by the original design. INTERWORKING FUNCTIONS Circuit-mode Operations. New ICO plans to use the global system for mobile, or GSM, standard as its digital communications technology platform. The GSM standard is currently the leading digital mobile standard, and the use of this platform should enable New ICO to deliver its services, including cellular services, to all customers whose home network is based on this system without the need for additional technological developments. In addition, New ICO expects to develop the service capabilities, called interworking functions, necessary to enable users of the New ICO network to roam across mobile networks using other existing standards. Packet-mode and Internet protocol operations. New ICO expects to support services similar to general packet radio services, or GPRS. This is an enhancement to GSM that supports data packets, and other types of Internet protocol service. SYSTEMS INTEGRATION To bring the New ICO network into service, New ICO will have to fully integrate its space segment, the ICONET, including interconnection with other fixed and mobile networks and service providers, New ICO end-user equipment and the business operations support system. New ICO plans to carry out these integration activities under contract with several systems integration service providers, including its existing suppliers, and under other contracts relating to the development of the New ICO network. NETWORK CAPACITY The effective capacity of the New ICO network will depend on a number of factors, including: - the total radio frequency spectrum available to mobile satellite systems; - the number of systems sharing that spectrum; - national regulatory policies for assigning spectrum; - the types of New ICO user equipment developed; - the mix of services offered; - system usage patterns; - average call length; - the geographic distribution of New ICO user equipment around the world; - the number of operational satellites deployed; and - management of resources, including satellite and ground stations, and allocation efficiencies. New ICO anticipates that the New ICO network will be able to support end-user equipment for more than 14 million end-user devices. Business Operations Support Systems New ICO's business operation and support systems and business data centers are expected to provide the infrastructure required for customer activation, wholesale billing, fraud detection, partner care, billing, data management and exchange with a selected set of settlement houses, interconnection accounting and various other management information and inventory functions. These support systems are expected to consist of modules selected from several existing commercial tools that New ICO is customizing to suit its 102 113 unique needs. New ICO believes that this architecture will enable New ICO to readily add new functionality without affecting the performance of the rest of the New ICO network. These support systems are expected to collect, price and process records of all billable calls and other data-services generated on the New ICO network. This system is expected to include pricing algorithms reflecting packages offered in different markets and customers. To facilitate preparation of end-user bills, New ICO plans to make available to service providers the appropriate billing records of market segments through selected settlement houses. CSC Computer Sciences Limited is responsible for the development and integration of these support systems. These support systems are expected to exchange billing data in a number of industry standard formats, directly with a selected set of data clearing and settlement houses, which in turn are expected to communicate with the billing systems of the service providers for data exchange and financial settlements. New ICO expects its service providers to maintain customer data regarding end-users and provide retail billing and care to these customers using their own billing systems. New ICO expects to use these support systems to support customer inquiries referred by its distributors. New ICO expects to enhance its ability to support retail billing and provide customer support for customers to whom we sell directly. New ICO expects to continue to fine-tune the system to support new service packages. COMPETITION The global communications industry is highly competitive, particularly in those segments in which New ICO intends to compete. This competition creates risks and uncertainties, that are intensified by the continuous technological advances that characterize the industry, regulatory developments and evolving alliances among industry participants. While no single satellite or terrestrial communications system currently serves all of the market segments that New ICO plans to target, New ICO expects to face significant competition in each of these market segments in the future. GLOBAL MOBILE SATELLITE SERVICE COMPETITORS To date there have been two low-earth-orbit global satellite service providers, Iridium and Globalstar. Iridium ceased operating and commenced formal liquidation proceedings in March 2000. Globalstar began introducing commercial services in the United States in the first quarter of 2000 and is expanding its service to other markets. Globalstar, which was founded by Loral Space and Communications and Qualcomm, Inc., has launched a constellation of 48 low-earth-orbit satellites. The Globalstar system provides mobile telephony and data transmission services at rates of up to 9.6 kbps. The Globalstar system has been marketed primarily to customers and industries in rural markets and in industries with broad geographical reach, such as oil and gas, transportation and agriculture. It has also been positioned as an extension for terrestrial cellular service. Globalstar has stated that it may require as many as 100 ground stations to minimize terrestrial long distance charges and to respect national boundaries. However, it has also stated that it could provide global, land-based coverage to virtually all inhabited areas of the world using as few as 80 ground stations. Globalstar had 17 operational ground stations at the end of the second quarter of 2000. It has introduced services in 39 countries, and intends to be present in nearly 100 countries by the end of 2000. Globalstar's partners include experienced mobile telephony network operators, who have the responsibility for, among other things, the distribution of Globalstar's services. Other competitors in the global mobile satellite services industry may include Mobile Communications Holdings, Inc., known as Ellipso, and Constellation Communications, Inc., known as ECCO. Both of these companies are licensed to operate mobile satellite services in the United States, but neither has started building its system. Inmarsat operates a network of geostationary satellites. Due to the long distance of geostationary satellites from earth, Inmarsat connections have a longer delay than nongeostationary satellites, such as 103 114 New ICO. This delay is usually noticeable on voice calls and can adversely affect some data connections. Also, Inmarsat service is not available to handheld mobile phones. Inmarsat's 38 earth stations are owned and operated by authorized telecommunications entities in the host countries. Earth stations are the facilities that house antennas and other equipment that transmit and receive signals between the terrestrial network infrastructure and the satellites. These operators market Inmarsat services directly to end users or to authorized resellers in their respective countries. The Inmarsat system is capable of providing fixed and mobile voice and data transmission services at rates of up to 64 Kbps. These services may be accessed through a variety of user devices, including laptop-sized terminals and car-mounted units. Inmarsat is currently preparing a new generation of satellites that it expects to launch starting in 2004. It expects these satellites to offer data transmission services at rates of between 144 and 432 Kbps and to operate as an overlay network for mobile handsets. In addition to the competitors and potential competitors mentioned above, there are a number of other entities currently pursuing the necessary authorizations for next generation global/mobile satellite services. These include some existing competitors such as Globalstar and Inmarsat, as well as new competitors such The Boeing Company. It is impossible to say which of these system proposals, if any, will be deployed and when deployment may occur. REGIONAL GEOSTATIONARY COMPETITORS New ICO also expects to face competition from regional mobile satellite service providers operating geostationary satellite systems. Because of the high altitude of geostationary satellites, users of geostationary satellite systems experience a perceptible signal delay. Existing regional geostationary satellite systems currently access their satellites through subscriber equipment ranging in size from a laptop-sized computer to a suitcase, but some of these systems may introduce smaller handheld devices in the near future. New ICO expects these competitors to focus on providing voice and data services in regional rural fixed and mobile markets. Although several regional geostationary satellite systems may form an alliance in the future to provide a form of global mobile satellite services, New ICO currently believes it is unlikely that they will be able to provide consistent worldwide service due to the technical constraints inherent in their systems. The regional geostationary satellite providers with which New ICO may compete include: - TMI Communications, Inc., which provides services in North America, South America and the Caribbean; - Motient Corporation, which provides services in North America; - Optus MobileSat, which provides services to the Australian region; - Asia Cellular Satellite, or ACeS, which is expected to cover Southeast Asia and which launched its Garuda 1 satellite in the first quarter of 2000 and plans to begin offering commercial services in September of 2000; - Thuraya, which is expected to cover the Middle East, North Africa, Eastern Europe, Central Asia and India, and which plans to launch its first satellite in September of 2000; - Euro-African Satellite Telecommunications Project, which is expected to cover Europe, Central Asia, the Middle East and Africa; - Afro-Asian Satellite Communications, or ASC, with its system Agrani, which is expected to cover 54 countries in the Middle East, Central Asia and eventually Africa; and - INSAT 2C, currently covering India. Of these providers, TMI Communications, Motient, Optus MobileSat and INSAT 2C currently offer non-handheld communications services. 104 115 In addition to the competitors and potential competitors mentioned above, there are other entities currently pursuing the necessary authorizations for regional mobile satellite services. These include some existing competitors, such as TMI, as well as new potential competitors such as Celsat. It is impossible to say which of these proposed systems, if any, will be deployed and when deployment may occur. TERRESTRIAL COMPETITION New ICO expects that its services will complement existing terrestrial fixed and mobile services. The New ICO network likely will lack the capacity to provide local service to large numbers of end users in urban areas, and will not afford the same signal strength or degree of building penetration as most terrestrial mobile services in the areas where those services are deployed. As a result, New ICO does not currently intend to compete directly with existing terrestrial fixed and mobile services. Some of the services that New ICO may offer are now available through roaming arrangements among service providers in several countries, including countries that use mobile standards that are not compatible with GSM. Asia Cellular Satellite has also indicated that it will offer some form of dual-mode satellite/terrestrial mobile service, which may include interprotocol roaming capabilities. New ICO expects that terrestrial mobile services using the GSM standard will continue to expand, including in North America. The expansion of GSM service will provide subscribers with broad roaming capabilities using a single phone and without the need for equipment that allows users to move between different protocols. Audiovox Corp. and Bosch Telecom, a unit of Robert Bosch GmbH, have recently introduced this type of service. In addition, a variety of phone rental service providers permit persons traveling in countries with incompatible mobile standards to rent local phones. All of these services may compete with New ICO's satellite services to some extent. Industry representatives are now developing a single global standard for third generation terrestrial mobile telephone products. If this standard gains worldwide acceptance and roaming agreements are concluded to use it, this would represent additional competition for New ICO's services. Gradual extensions of terrestrial fixed and mobile communications networks to areas not currently served may reduce demand for New ICO's basic mobile handheld service and other services that it is expected to provide. LOW-RATE DATA SERVICE COMPETITION Currently, two companies offer commercial mobile satellite services for data-only applications. One of these, ORBCOMM, has obtained a license to operate in the United States. This system is designed to provide low transmission rate data and messaging communications at rates up to 2.4 kbps using a constellation of up to 48 low-earth-orbit satellites. Currently, ORBCOMM has launched 35 satellites, and its coverage includes the United States, Canada, Europe, Asia, South America and South Africa. The second entity, OmniTRACS/EutelTRACS, is a geostationary satellite two-way mobile communications and tracking system that provides low-rate data transmission for position reporting and other similar services to trucking companies and other mobile and fixed site customers. BROADBAND COMPETITORS Several companies are developing new satellite systems to provide high speed, portable data services. These broadband satellite services are expected to address a market for customers requiring affordable, broad bandwidth on demand virtually anywhere in the world. SkyBridge, Hughes Electronics (through its Spaceway system), Astrolink and numerous other companies have proposed systems, with some companies planning to commence service in the next two to three years. These broadband systems, if successfully developed and implemented, may provide data transmission rates ranging from 16 kbps to 10 Mbps. 105 116 REGULATORY The international regulatory framework for telecommunications services is established by the International Telecommunication Union, a specialized agency of the United Nations. This agency, which has 189 member states, has three sectors: - radiocommunication; - telecommunications standardization; and - development. The International Telecommunication Union establishes relevant rules and regulations through sector recommendations and resolutions and World Radiocommunication Conferences. The radiocommunication sector determines the allocation and regulation of radio frequencies for services on an international basis. After approval by a World Radiocommunication Conference, these regulations are incorporated in the International Telecommunication Union radio regulations. A national administration in each member country decides how the radio frequencies that the International Telecommunication Union has allocated to particular radiocommunication services should be allocated to those services and assigned to specific systems domestically. In addition, the provision of telecommunications services in most countries is subject to regulatory controls by the national governments of each country. A number of regional telecommunications organizations have been established to coordinate the regulation of telecommunications within groups of countries with common interests. The European Conference of Postal and Telecommunications Administrations, or CEPT, the Asia Pacific Telecommunity and the Inter-American Telecommunication Commission are examples of regional telecommunications organizations that exist today. In February 1997, 69 national administrations signed the World Trade Organization Agreement on Basic Telecommunications. The WTO agreement covers nearly 90% of revenues for the worldwide telecommunications market and includes provisions with respect to the mobile satellite services that we intend to provide. One of the most significant obligations arising from the WTO agreement is "most-favored-nation treatment, which prohibits signatories from treating entities from other signatories less favorably than they treat entities from any other signatory. The agreement became effective on February 5, 1998. Signatories to the WTO agreement represent a majority of our target markets. The provision of New ICO's service in each country is subject to licensing under that country's telecommunications regulations by the national regulatory authority. The licenses will have to be negotiated separately with each country. SPACE SEGMENT ITU FREQUENCY COORDINATION The frequencies used by the space segment of the New ICO network are coordinated under the provisions of the radio regulations of the International Telecommunication Union. Under this coordination procedure, the United Kingdom Radiocommunications Agency submits data on the New ICO System to the International Telecommunication Union, which is then circulated to all member countries for their review and comment with respect to potential interference to existing or planned networks. The relevant requests for coordination information for the New ICO System under these procedures for both 2 GHz mobile satellite service links and 5 and 7 GHz mobile satellite feeder links have been published by the International Telecommunication Union. Approximately 20 countries have formally responded in accordance with the coordination procedures. New ICO's frequency coordination activities will include negotiation with the individual member countries of the International Telecommunication Union. New ICO is currently involved in technical coordination consultations with the 20 responding countries and others through various channels at the international and national level. 106 117 GROUND SEGMENT LICENSING APPROVALS New ICO's ground stations use the 5 and 7 GHz bands for feeder links to the satellites as well as at 2 GHz. Approval for use of these frequencies is being or will be sought by New ICO or the ground station operator from the relevant national regulatory authority. Since a gateway station may be regarded as a telecommunications facility, authorization for its operation may be also required in some countries. Approvals where necessary for interconnection of the ground stations to the public wireline and mobile networks will be similarly sought. To the extent practicable and consistent with relevant national regulations, New ICO will directly apply for all necessary approvals or licenses. NEW ICO USER EQUIPMENT Efforts are ongoing at the regional and global levels to establish technical standards for phones and other user equipment to be used in various mobile satellite systems. The International Telecommunication Union and the European Telecommunications Standards Institute have recently adopted standards for ground stations that are consistent with the design specifications of New ICO's user equipment. LICENSING THE LAUNCH AND OPERATION OF SATELLITES On March 8 and 9, 2000 respectively, Old ICO obtained licenses from the Cayman Islands and United Kingdom governments to launch and operate Old ICO's first satellite on March 12, 2000. Similar applications will be made to these authorities in relation to future satellite launches. LICENSING IN THE UNITED STATES On September 26, 1997, Old ICO submitted a letter of intent to the FCC indicating Old ICO's intention, as a satellite system not licensed by the FCC, to serve the United States and requesting access to specific satellite services bands. The filing of a letter of intent is a procedure at the FCC under which a satellite system that is licensed or approved by the International Telecommunication Union notifies the FCC that it intends to provide service in the United States in designated frequencies and orbital locations or planes. A letter of intent essentially acts as a request for coordination and/or reservation of frequencies and orbital locations. A letter of intent must contain substantially identical information as is required in the license application submitted by a U.S. entity. New ICO expects to receive a conditional FCC approval of New ICO's letter of intent in early 2001. LICENSING IN EUROPE Old ICO initiated a filing in accordance with the process of the milestone review committee established under the decision adopted by CEPT. Old ICO submitted this filing to the milestone review committee through the United Kingdom Department of Trade and Industry. On February 23, 1998, the milestone review committee issued a satisfactory finding for Old ICO with respect to milestones 1 through 5 inclusive. These include submission of International Telecommunication Union advanced publication and co-ordination requests; binding agreement with the satellite manufacturer; completion of critical design review; satellite launch agreement; and binding agreement for the construction of gateway earth station which will allow service within CEPT countries. The other three milestones are: launch of satellite; complete International Telecommunication Union frequency co-ordination; and provision of services within CEPT. New ICO's compliance with the CEPT milestones will facilitate the national licensing of New ICO's mobile satellite services in each CEPT country in accordance with relevant national regulations. Global mobile personal communications services refers to satellite-based telephony services such as those provided by GlobalStar and which New ICO expects to provide. LICENSING IN OTHER COUNTRIES Old ICO has obtained relevant approvals in the United Kingdom and New Zealand. 107 118 To the extent practicable and consistent with relevant national regulations, New ICO will directly apply for all such approvals or licenses for provision of New ICO's mobile satellite services and national access to specific spectrum. RELOCATION OF EXISTING USERS To the extent the New ICO system cannot share frequencies with existing terrestrial radio system users within a specific spectrum or otherwise reduce the interference to or from such systems, users of those systems must be relocated to other portions of the spectrum. New ICO has consistently advocated to national regulators that this relocation process should not include the requirement to compensate existing users for relocation. However, in some countries, including the United States, the present policy is to require mobile satellite services operators such as New ICO to compensate incumbent users for their relocation where sharing with the New ICO system is not feasible. New ICO will continue to urge the relevant regulatory bodies to adopt more favorable policies to avoid altogether or substantially reduce the requirement for payment of relocation costs in order to facilitate the development and provision of new satellite services. NATIONAL SOVEREIGNTY AND SECURITY In order to provide communications services on a global basis, New ICO will be required to comply with national sovereignty and security regulations in most countries. These security provisions vary widely from country to country and include the following. Assisting Law Enforcement Authorities. Generally, communications networks operate under national regulations that require service providers to assist law enforcement and security agencies. These regulations typically include requirements for national routing and for search and legal interception, which involves providing call information to police relating to persons or organizations subject to security or criminal investigations, surveillance or prosecutions. Mobile satellite services represent a new environment for interception activities for which there is little precedent. However, New ICO expects to be required to provide details of its compliance with these national laws. It is also expected that, in conjunction with our service providers, New ICO may be asked to provide interception assistance in several jurisdictions simultaneously. New ICO will need to ensure that by meeting legal obligations in one jurisdiction, it does not place itself in jeopardy with respect to privacy or illegal interception laws in another jurisdiction. New ICO may not be able to satisfy all the interception requirements of each country. In addition, the emergence of governmental or political concerns could impair New ICO's ability to obtain or maintain licenses or continue to offer services. Electronics Surveillance Laws. The U.S. Congress enacted the Communications Assistance for Law Enforcement Act of 1994 on October 25, 1994. This law requires that telecommunications carriers deploy equipment, facilities and services that meet certain electronic surveillance requirements identified in the statute. A civil penalty of up to $10,000 per day may be imposed upon a telecommunications carrier, or a manufacturer of telecommunications transmission or switching equipment, for noncompliance. Because an industry safe harbor standard has not been developed identifying the capability requirements for satellite systems and because the capacity requirements have not been determined for the New ICO network, New ICO cannot be certain as to the scope of the wiretap capabilities and capacity that ultimately may be required for New ICO network by this law. Nonetheless, satellite service providers are required to be in compliance with the capability requirements imposed by Section 103 of this law regardless of the existence of an industry standard. On September 11, 1998, the FCC extended the deadline for compliance with the requirements of this law to June 30, 2000. On March 15, 1999, the FCC adopted rules requiring telecommunications carriers to establish policies and procedures to ensure the supervision of those officers and employees charged with implementing the provisions of this law, and to file such policies and procedures with the FCC within 90 days of the effective date of the new rules. 108 119 In addition to U.S. requirements, other countries may impose surveillance requirements applicable to the New ICO network as well. National Sovereignty. At present, certain countries require calls that originate and/or terminate in that country to be routed through the terrestrial fixed or mobile networks of that country. Mobile satellite services such as New ICO's, however, are able to provide telecommunications services to end-users without reference to the national networks. At the present time these national sovereignty requirements are not clear, but New ICO expects to address these issues through the national approval process. Export Control of Encryption Software, Hardware and Technology. New ICO will protect the privacy of transmissions on the New ICO network by using customized versions of security encryption systems for systems using the GSM standard. These security encryption systems will encode signals for transmission on the route between a phone and a ground station. New ICO has obtained an open individual export license from the United Kingdom Department of Trade and Industry in order to export these encryption systems to suppliers and manufacturers. Because New ICO employs some U.S.-origin technology in its encryption systems or products using those systems, re-export of that technology is regulated by the U.S. government and may require a license or other authorization. In addition, many other countries regulate the export, re-export and import of cryptography. The responsibility for subsequent re-export or transfer of New ICO's products with embedded encryption systems or intended to be used with encryption systems from the country of manufacture rests with the manufacturers/exporters of New ICO user equipment and related products. Operational Control of Encryption. Some countries have regulations prohibiting or imposing restrictions on radio-encryption. New ICO may be required to negotiate an acceptable regime of encryption-control, possibly based on position determination. New ICO may also be required to make compliance filings with individual jurisdictions in respect of encryption controls. UNITED STATES INTERNATIONAL TRAFFIC IN ARMS REGULATIONS; EXPORT ADMINISTRATION ACT The U.S. International Traffic in Arms Regulations under the U.S. Arms Export Control Act authorizes the President of the United States to control the export and import of articles and services that can be used in the production of arms. Among other things, these regulations, which are administered by the Office of Defense Trade Controls of the U.S. Department of State, limit the ability to export certain articles and related technical data to certain nations. The scope of these regulations is broad and extends to some spacecraft, including some satellites. Some information involved in the performance of New ICO's operations is likely to fall within the scope of these regulations and, as a result, require a license prior to export or re-export. The United States has on occasion imposed sanctions against certain countries under the Arms Export Control Act and the Nuclear Proliferation Act, most recently against India and Pakistan for conducting nuclear tests. These sanctions may restrict the export or re-export of some of New ICO's technologies or equipment. In particular, the sanctions may restrict New ICO's ability to make full use of its ground station in India for tracking, location and control and related operations. New ICO is considering ways to address these restrictions. The United States Export Administration Regulations control the export and re-export of sensitive technology and commodities from the United States, and, in certain circumstances, of sensitive U.S.-origin technology and commodities even if located abroad. These regulations may prohibit or limit export and re-export of certain telecommunications equipment and related technology which are not subject to the International Traffic in Arms Regulations. A license or other authority from the Department of Commerce is required before controlled items may be exported or re-exported to certain destinations. Hughes has obtained substantially all of the U.S. export approvals necessary for the first 11 New ICO satellite launches. In addition, most of New ICO's location and control equipment has been exported 109 120 under U.S. export license exemptions. The export of ICONET hardware and software from the United States is an ongoing process and Hughes Network Systems is responsible for obtaining export licenses as and when they are necessary. FOREIGN ASSETS CONTROL REGULATIONS The U.S. Department of Treasury's Office of Foreign Assets Control administers regulations prohibiting certain financial and commercial transactions by U.S. persons that involve certain foreign countries, including Cuba and Libya, or which involve entities from such countries. These restrictions are enacted pursuant to the Trading With the Enemy Act and the International Emergency Economic Powers Act, and apply to both U.S. corporations, including their controlled affiliates and U.S. nationals. As a result, no U.S. corporation, controlled affiliate of that U.S. corporation or U.S. nationals, including New ICO employees who are U.S. nationals, may participate in prohibited transactions with those countries. These regulations also may place restrictions on the ability of U.S. companies, including New ICO's United States service providers, to provide equipment or other services to New ICO in connection with transactions involving the above-mentioned countries. In addition, the Cuban Liberty and Democratic Solidarity Act of 1996, also known as the Helms-Burton Act, creates a federal cause of action against companies that traffic in property that has been expropriated by the Cuban government. This law allows a U.S. national whose property was confiscated to file an action seeking damages against the person trafficking in this type of property. President Clinton has exercised his power under this law to delay implementation of these provisions. He must renew his decision every six months in order to prevent these provisions from taking effect. This law also denies U.S. visas to any corporate officer, principal or controlling shareholder of an entity which traffics in expropriated property, as well as the spouse, minor child or agent of such person. The provisions of this law could apply if New ICO were to conduct activities involving expropriated property, and thus could subject New ICO to liability in the United States or restrict the ability of its senior management to travel to the United States. INTELLECTUAL PROPERTY "ICO" is a registered trademark. New ICO also is applying for trademark protection of secondary marks such as "ICOroam" and "ICONET." In addition, New ICO uses various other product names, trade names and trademarks. Internet-in-the-Sky(R) is a registered service mark of Teledesic. New ICO has the right to use this service mark under a revocable, non-exclusive license agreement with Teledesic. In December 1997, Old ICO settled an intellectual property dispute with TRW. This dispute related to a claim of alleged patent infringement regarding several aspects of the New ICO network, principally related to the location of telecommunications satellites in medium-earth-orbit. To settle the dispute, Old ICO and TRW agreed to remove TRW's FCC license for its Odyssey project, which New ICO had expected to be a competitive system, and Old ICO and TRW granted each other non-exclusive, royalty free, worldwide and perpetual rights to their patents and patent applications filed before January 7, 2005. In addition, Old ICO and TRW each agreed to use the other's patents and patent applications with respect to designated telecommunications systems. Other than as discussed elsewhere in this document, New ICO is not aware of any intellectual property rights held by third parties, or which it must obtain from third parties, that would prevent successful deployment of the New ICO network. In this highly technical industry, however, New ICO expects that intellectual property issues may arise from time to time as it develops and operates the New ICO network. In these cases, New ICO may have to secure licenses or other appropriate rights to use contested intellectual property. There are no material intellectual property claims pending or threatened against New ICO. 110 121 PROPERTY New ICO leases 46,400 square feet of office space at one location in London, England. The leases covering this space expire between June 2000 and March 2012. New ICO assumed all of these leases. Through ICO Global Communications Holdings BV, New ICO expects to maintain long-term contracts with its ground station operators for access to ground station sites. In some instances, New ICO will have the right to retain access to its ground station sites indefinitely, subject to rental payments, even if the relevant ground station agreement is terminated. New ICO also leases 27,800 square feet of office space at eight regional locations outside the United Kingdom on leases expiring between October 2000 and December 2007. ICO Properties Limited, a Bermudan company, owns a 31,000 square foot freehold facility near London. This site is expected to serve as New ICO's primary satellite control center and network management center. ICO Properties Limited leases this site to ICO Services Limited, an English company, under a lease that expires on February 17, 2023. EMPLOYEES As of August 7, 2000, New ICO had 240 employees, 171 of which were based in the United Kingdom and 69 of which were based elsewhere. 111 122 BUSINESS OF TELEDESIC OVERVIEW Teledesic is a development stage company incorporated in June 1990 to develop and build a satellite system to enable affordable fixed broadband access services at speeds up to hundreds of megabits per second to customers anywhere in the world. Teledesic expects its network to be characterized primarily by two qualities: low costs and flexibility. Teledesic expects the cost of its services to be lower than other satellite systems and to be comparable in cost and superior in quality to terrestrial providers in non-urban and developing areas. This expected low cost is based on the fact that the Teledesic network will have much greater capacity than other satellite systems to handle millions of end-users simultaneously. Spreading its costs over millions of end-users should result in lower costs per megabyte. Capacity is also expected to provide significant flexibility to the Teledesic network. Because of the capacity of the network, Teledesic expects to be able to change the mix of products and services more easily and to initiate changes quicker. The system Teledesic intends to deploy will be a global network comprised of non-geostationary satellites and terrestrial infrastructure. Teledesic expects to begin deployment in 2004 and offer commercial broadband services by 2005. Teledesic has been granted first priority in 1000 MHz of spectrum -- far more than has been allocated to other commercial satellite systems. Teledesic believes that this amount of spectrum provides a significant competitive advantage over competing satellite systems by allowing higher bandwidth services to be offered to a greater number of customers. Additionally, the global priority designation ensures that no other satellite system may use Teledesic's spectrum without first conclusively demonstrating that it will not interfere with Teledesic services. The Teledesic network will be designed to provide broadband access services from a fixed, rather than mobile, location. Broadband services provide the user with access to the Internet, as well as the user's intranet or extranet. Because of the inherent flexibility of the Teledesic network, Teledesic's expects to enable a wide variety of services to be tailored to the needs of customers in developed and developing countries around the world. Teledesic expects to provide: - non-corporate users with direct, high-speed high quality access directly to the Internet; - medium and large enterprises, governmental and non-profit organizations with high-speed and high-quality extension of terrestrial access networks for the Internet as well as intranets and extranets; - high-speed access to the Internet and intranets and extranets through existing mobile phones, personal digital assistants and laptops through a wireless connection to a fixed terminal placed on the outside of a building with an in-building range of up to 100 meters. In developed countries, Teledesic believes that by 2010 the need for broadband access service will be nearly as pervasive as the need for basic telephone services today. All types of customers, from residential users to large multinational corporations, will depend on broadband services for their day-to-day activities. Teledesic anticipates that a wide variety of access technologies will be available including digital subscriber line, cable modems, broadband wireless and fiber optic cable. The ability of any specific broadband access technology to penetrate a particular market and maintain market share will depend on two critical factors: price and quality of service. As a result, Teledesic intends to provide broadband access services priced competitively with alternative technologies, especially in suburban regions where terrestrial services may be of variable quality or unavailable. In developing countries, Teledesic expects to offer the opportunity to deliver broadband services anywhere in the world at a price and quality of service comparable to terrestrial access technologies available in nations with the most advanced communications infrastructure. 112 123 Teledesic believes it will be the only global broadband satellite-based technology that can compete with terrestrial systems in some suburban and urban markets. While Teledesic considers that a significant market exists in rural regions where satellite will be the only available broadband solution, Teledesic believes rural markets may not provide a sufficiently profitable business over the long-term. Rather than rely on demand solely from rural markets, Teledesic plans to capture a large and substantial market in other areas, such as in suburban areas of the developed world. Given its expected combination of capacity, low relative cost per megabyte, quality and coverage, Teledesic believes it will be well-positioned to not only capture a significant market share in rural broadband markets, but to also compete effectively in some of these more densely populated areas around the world. Teledesic also expects to build significantly on New ICO's products and services and the ICONET infrastructure. Together, New ICO and Teledesic intend to provide a continuous spectrum of products. New ICO's products and services will focus primarily on mobile customers with relatively low data traffic requirements. Teledesic, on the other hand, will focus primarily on fixed customers with high data traffic requirements. Teledesic will use the distribution channels and a customer base that New ICO will establish. Similarly, some of New ICO's customers will migrate to Teledesic's products and services, thereby freeing capacity on the New ICO network for additional customers. Teledesic plans to use and expand the ICONET terrestrial network infrastructure. As demand for Teledesic services grows, Teledesic plans to work with New ICO to add additional capacity to ICONET when and where appropriate. STRATEGY Teledesic's objective is to be a leading provider of affordable, high-quality broadband satellite services that are comparable to services provided through digital subscriber lines and fiber optic cable, but also are available virtually anywhere in the world. The key components of Teledesic's strategy include: - Deliver high-bandwidth, low cost per megabyte services anywhere in the world. Using the 1,000 MHz of spectrum allocated on a priority basis to Teledesic, Teledesic expects to design and deploy a global satellite network capable of transmitting tens of billions of bits per second. When this high capacity is coupled with the anticipated cost advantages of its satellite constellation and using New ICO's existing ICONET ground infrastructure, Teledesic expects to be able to deliver services that are competitive with other satellite and some terrestrial broadband access services. - Penetrate suburban markets in developed countries and suburban and urban markets in developing countries where we can compete effectively. In rural regions of developed and developing countries, Teledesic expects satellite operators to be the primary means of providing broadband access services because the low density of users does not justify the deployment of terrestrial broadband services. In urban and suburban regions of developed countries, terrestrial networks are likely to be the primary means of broadband access. Nonetheless, Teledesic believes that the deployment of affordable, high-quality terrestrial services such as digital subscriber line will vary widely in suburban areas because of the variability of population density and the inconsistent quality of existing networks. Because of its anticipated low cost per megabyte, Teledesic intends to compete on price and quality of service directly with terrestrial services in these suburban markets. In developing countries, where the introduction of terrestrial broadband service is expected to be slower than in the developed world, Teledesic believes it can penetrate even further into suburban and possibly urban markets. - Deliver a consistently high quality of service. Teledesic intends to provide services with some of the same essential characteristics as terrestrial broadband services: - high-bandwidth channels; - low error rate; and - low signal delay. 113 124 The Teledesic network is being designed to provide seamless compatibility with existing network hardware and software; the customer need not know that the connection is provided through a satellite network. Teledesic also intends to provide multiple levels of service quality, from best efforts to guaranteed, to meet the needs of the end users' applications and ensure compatibility with other networks such as the Internet and enterprise networks. - Take advantage of New ICO's direct and indirect distribution channels. By 2005, the anticipated service launch of Teledesic's broadband system, Teledesic expects New ICO to have well-established indirect and direct sales channels. Teledesic will build on the relationships that New ICO establishes with key markets, such as government or the oil and gas industry, and on the distribution channels established with telecommunications companies, equipment manufacturers and others. Teledesic also expects some of New ICO's customers to move to Teledesic's products, which are expected to offer significantly greater bandwidth at lower prices. - Provide low-cost, easy-to-install user equipment. Teledesic is working with major manufacturers to develop end-user equipment for Teledesic's services. For its services comparable to fiber-optic cable, Teledesic has initial designs that employ a mechanically steered antenna system. For its other services, Teledesic is consulting with manufacturers to develop a low profile, phased-array or mechanically steered antenna that would be smaller and more aesthetically pleasing than today's direct-to-home satellite dishes. Unlike a common curved dish antenna, a phased-array antenna uses a pattern of grooves or holes on a flat surface to collect the signal. The Teledesic user equipment is expected not to require the precise pointing typical of direct-to-home satellite TV dishes and, as a result, installation is expected to be quick and easy. TARGET MARKETS Teledesic plans to target the following market segments: - Residential and small office/home office users: A growing number of homes and single-site businesses require affordable high-speed network connections for educational and entertainment applications and work-related activities. Teledesic expects to be able to provide an appealing service to this customer segment with the combination of compact, reasonably priced end-user equipment and high-quality, high-speed Internet access. A typical customer in this segment is likely to be either a residential Internet enthusiast or someone who works from home and who does not have satisfactory access to a terrestrial technology. - Small businesses: Until recently, small businesses have tended to trail the corporate networking market. They are now becoming an increasingly important market sector as network solutions become more affordable. A growing number of sophisticated small business customers in the developed and developing worlds require high-speed Internet access as well as effective links between their sites and key customers and suppliers. Small businesses represent a broad range of industries and are generally characterized by one to three sites, all of which potentially require connectivity to each other and to the Internet. - Medium and large enterprises: Medium and large enterprises, such as national and multinational corporations, typically have a number of sites that require a wide range of corporate applications and information services throughout their organizations and beyond. The number of sites at medium and large enterprises range from a few sites in the case of a regional medium-sized enterprise to hundreds of sites spread across multiple continents in the case of a large multinational corporation. While most medium and large sites are likely to be well served by terrestrial technologies, many smaller sites are beyond the reach of terrestrial broadband services. Thus, smaller sites that are part of medium and large enterprises are a key Teledesic target market because of the increasing need to connect these sites to the rest of the organization via through reliable, high-speed connections. Moreover, service providers, such as Teledesic, can create solutions that are designed for specific industries, which can then be tailored to offer a variety of services to medium and large enterprises. 114 125 - Government and public sector organizations: In both the developed and developing worlds, public sector organizations have a growing need to interconnect their sites with broadband links and to have access to the Internet and other external networks, at high data transmission rates. Many of these organizations have sites in remote locations for which affordable, quality network solutions are not available. Additionally, in developing countries there continues to be a pressing need for basic, but high-quality, telephony service. Teledesic's expected low price per unit of capacity should allow its services to be deployed in rural and suburban regions at lower cost compared with comparable terrestrial and other satellite infrastructure options. PRODUCTS AND SERVICES Teledesic plans to provide three core products and services that can be scaled to suit the price, availability and data capacity needs of its target customers, and at service launch, Teledesic expects to offer the following products and services:
PRODUCTS AND SERVICES ------------------------------------------------------------------------- DSL-LIKE FIBER-LIKE BROADBAND REPEATER ----------------------- ----------------------- ----------------------- PRINCIPAL APPLICATIONS Two-way, high-speed Two-way, high-speed Local wireless access Internet access Internet/intranet/extranet for cell phones, access personal digital assistants and other mobile users where wide-band third-generation terrestrial services and in-building coverage is not yet available PERFORMANCE 256 kbps - 2 Mbps on 10 - 50 Mbps on the Up to 256 kbps on the the uplink and up to a uplink and up to a uplink and up to a maximum of about 100 maximum of about 100 maximum of Mbps on the downlink Mbps on the downlink approximately 10 Mbps on the downlink TARGET MARKETS Residential, small Medium to large Medium to large office/ home office and enterprises, government enterprises, government small enterprises in and non-profit sites in and non-profit sites in non-urban regions rural and remote non-urban regions. regions of developed countries and all regions of developing countries
- The DSL-like product. The DSL-like product is for residential, small office/home office and small enterprise users who need affordable, high-quality Internet access. The end-user equipment communicates directly with the satellites through a low profile, phased-array antenna which electronically enables the transmission of radio communication and is smaller than current direct-home satellite TV receiving dishes. In the event this phased array approach is not ready for service launch in 2005, other reliable, low-profile mechanically-steered designs that mechanically point antennas to a satellite are also being pursued. User equipment will be designed for easy installment by the user without demanding the precise pointing required to install direct-home satellite TV dishes. The indoor portion of the user equipment includes options for both wired and wireless connection to a personal computer, router or other network devices. Variants of the DSL-like product could be produced to support small maritime, aeronautical and other markets where portability is a desired feature. - The fiber-like product. The fiber-like product is intended to fulfill the needs of customers with very high capacity requirements and for whom the quality of service provided by optical fiber, such as very high availability and low delay, is very important. To meet their needs, Teledesic intends to develop a compact user equipment design that employs a mechanically steered antenna system. Technology advancements may enable a phased-array antenna to be introduced at a later date. 115 126 Customers are likely to include medium to large enterprises, government and non-profit sites located in non-urban regions where terrestrial services are not available or are of inadequate quality. - The broadband repeater product. The broadband repeater product is intended to have an external mounted satellite antenna that is connected by cable to an indoor device that communicates with end-user equipment through a wireless connection. Thus, any cell phone, personal digital assistant, laptop or other mobile device equipped with a modem could access the Internet or intranet at high-speed and inside buildings at an expected range of 100 meters. This product would be a natural evolution of some of the products that are expected to be offered by New ICO. Teledesic views this product as an ideal solution for deploying third generation-type cellular services in remote parts of the world. Another potential market for this product are governments seeking to meet basic telephony targets, such as the deployment of payphones in rural areas. The simple installation, portability, and low price per minute charges anticipated to be provided by the repeaters would offer an attractive alternative to most other technologies. In addition to these core products, Teledesic expects to use the bandwidth available to it for a wide range of other applications, such as video, aeronautical and maritime communications, and others. The flexibility of the Teledesic network, coupled with the anticipated low unit cost of Teledesic capacity, provides the opportunity to create a portfolio of services tailored to each customer segment of the Teledesic network. THE TELEDESIC NETWORK NETWORK CONCEPT Teledesic holds a license from the FCC to build, launch and operate a satellite communication system consisting of 288 satellites operating in a low-earth-orbit. The Teledesic and New ICO mergers however present the opportunity to take advantage of significant synergy between the two companies and their networks. Teledesic's broadband fixed-site service is expected to complement New ICO's services. Teledesic also expects to offer some of New ICO's customers an efficient way to access more services, higher data transmission rates and much greater system capacity. Both networks may also benefit by sharing some of the ground infrastructure and operational costs. Teledesic is evaluating several network design concepts that meet most of the service and performance goals of its original network design while taking advantage of potential synergies with New ICO. Described below are some of the significant characteristics of this design concept as described below. SERVICE AND PERFORMANCE SUMMARY The Teledesic network is expected to be a high-quality global broadband wireless communication system that supports a wide range of services, applications and user data rates. Teledesic is designing the network to efficiently serve large numbers of users with varying communication needs, and who demand the instant response of a always-on connection and to provide efficient transport of Internet protocol traffic. Teledesic expects its end-user equipment to support data transmission rates between hundreds of kilobits per second to tens of megabits per second from the end-user to the network, and peak data rates of more than one hundred megabits per second from the network to the user. One-way transmission delay from user equipment through a satellite and to a ground station is expected to be approximately 70 milliseconds, compared to 250 milliseconds for geostationary satellite communication systems. This difference in transmission delay is noticeable to the typical user, and Teledesic believes a system with lower transmission delay is more appealing to most users. 116 127 The Teledesic network will consist of three main segments: the end-user equipment, the terrestrial infrastructure, and the space segment. [TELEDESIC NETWORK DIAGRAM] The space segment relays data communication packets and control information between the end-user equipment and the terrestrial infrastructure. The end-user equipment performs the interworking between the air interface and the space segment. The terrestrial infrastructure provides the interconnection with other networks such as the Internet and other service provider networks, as well as supporting network and constellation management and control functions. Space Segment The space segment will be comprised of a constellation of satellites orbiting in non-geostationary orbit. A non-geostationary orbit means that the satellite moves relative to the earth and is not always in the same position in the sky relative to the end user. The constellation characteristics include: - high end user elevation angles; - multiple satellites in view of the end user; and - the ability to increase the size of the constellation when additional capacity is required. The satellites in the constellation provide the data communication paths between terrestrial network infrastructure and the user equipment in their footprint. All satellite communication links will operate in the portion of the Ka band designated for non-geostationary orbit fixed satellite services. The satellites and their associated communication footprints will be in continuous slow motion with respect to the earth's surface. The constellation design is intended to ensure that the regions of the earth lying between 70 degrees north and 70 degrees south will always be within the footprint of at least one satellite. Regions above 70 degrees north latitude and 70 degrees south latitude will have more limited coverage. As a user equipment or ground station leaves the footprint of one satellite, it will be handed off, without communication interruption, to another satellite that has an overlapping footprint. Teledesic is designing its ground stations to control allocation of capacity of the system in response to usage patterns to better ensure that end-users will always be able to make a connection. 117 128 End-User Equipment Broadband communication systems such as Teledesic's require that the end users have an unobstructed signal path to the satellite and have antennas that are large enough to support reliable communication at reasonable power levels. Teledesic's antennas will typically be mounted in a location, such as the top of a building, where they have relatively unobstructed views above a certain elevation angle, typically 30 to 40 degrees. The high elevation angles and multiple satellites in view of end-user equipment under the Teledesic network design will permit a great amount of siting flexibility. Teledesic also expects to provide its services through transportable maritime and aeronautical terminals. Because the Teledesic repeater product is expected to use the same wireless connections as some of New ICO's products, New ICO customers and service providers will be able to move easily onto the Teledesic network. The Teledesic network, however, is not being designed to support hand-held terminals. The size and configuration of the antenna will vary with user requirements, such as availability of service and maximum required data rates. If successfully developed, Teledesic anticipates that a small antenna will be economically and aesthetically attractive for the small office/home office and consumer applications. Mechanically steered antennas will probably be the most cost-effective solution for the more demanding enterprise customers, at least in the early years of service. Ground Segment The Teledesic ground segment consists of six major components: - network operations center; - satellite operations center; - business operations support system; - gateways; - ground stations; and - terrestrial network. The primary and secondary network operations centers are the hub of activity for network management, customer service, and resource planning. Each of the network operations centers will be fully capable of maintaining operations for the Teledesic service. The primary and secondary satellite operations centers will manage the Teledesic constellation and the health of each Teledesic satellite. Appropriate telemetry data will be shared with the network operations centers to ensure effective use of satellite resources to support high-quality customer communications services. Teledesic plans to deploy at least one gateway in each of Europe, Africa, South America, Australia, Asia and North America. Gateways are routing equipment that provide access to the service provider network infrastructure. The gateways are also responsible for the near real-time management and allocation of regional Teledesic resources. Ground stations are the link between the space segment and the terrestrial network gateways. The deployment of ground stations is guided by two factors: coverage and capacity. Teledesic will initially deploy the ground stations necessary to provide full global coverage and will add additional ground stations as demand for Teledesic services increases. The terrestrial network provides a high-speed backbone infrastructure between Teledesic's terrestrial components and provides access to the service providers' infrastructure. The design of the ground segment is expected to allow Teledesic to deploy ground segment equipment infrastructure as demand for the service increases. The architecture is similar to that of New ICO's network, and Teledesic intends to take advantage of the similarity by sharing some of the facilities and operations. 118 129 COMPETITION Teledesic's strategy is to compete for market share in rural areas of developed countries where the density of users and the need for services do not justify the deployment of terrestrial broadband services. Teledesic also plans to compete in developing economies and the suburban areas of developed economies where the quality and reach of affordable terrestrial broadband services varies. In addition to filling the gaps in existing broadband coverage, by taking advantage of its competitive pricing, the scope of the coverage of its satellites and the reliability of its network connections, Teledesic expects to attract customers away from alternative technologies and retain them over the long term. The following table provides a list of potential competitors. It is also possible that new companies and technologies may emerge in the future that could compete with Teledesic. Global satellite services Teledesic expects to compete with the planned global broadband satellite services expected to be offered by Hughes/Spaceway, Astrolink, Intelsat, Loral/Cyberstar and SkyBridge. Of these, only Astrolink has publicly announced plans to build a network of geostationary satellites. Astrolink, which is backed by Lockheed Martin, TRW, Nuova Telespazio and Liberty Media, has stated its intent to have its global service operational in late 2003 or early 2004. Spaceway, which is backed by Hughes, has publicly announced plans to build the portion of its proposed global system located in the United States and claims to be fully financed through to the start of services in 2003. Intelsat has expressed interest in building a global system of Ka band satellites sometime around 2004 or 2005. CyberStar, which is backed by Loral Space and Communications, is currently using existing Ku band satellites to multicast Internet to various sites in the United States. SkyBridge, which is backed by a number of multinational corporations, including Alcatel, Loral Space and Communications, Mitsubishi Electric, Sharp, and Toshiba, publicly announced plans to deploy a non-geostationary constellation of up to 80 satellites and to be operational by 2003. All of these systems plan to provide high-speed, bandwidth-on-demand services to the same markets targeted by Teledesic. Bandwidth-on-demand means the ability to instantly allocate bandwidth in response to demand by end-users. Teledesic believes it has a number of key advantages, including: - Lower cost per megabyte: Teledesic believes its system design will allow it to achieve a price per megabyte a factor of two or three times better than its competitors. Thus, for the same amount spent by a customer per year, Teledesic expects to deliver at least twice as much capacity as these competitors; - Small, easy-to-install user equipment: Teledesic's DSL-like product is expected to use an antenna that is expected to be smaller than those of its competitors and is intended to be far easier to install than those of our geostationary satellite competitors, which may require professional installation to ensure correct alignment to a specific satellite. Teledesic's antenna is not being designed to require such precise positioning or mounting. - Low delay: The Teledesic network design is expected to result in significantly less signal delay compared with geostationary satellites. This means that the Teledesic network is better suited for voice and interactive applications where signal delays will become increasingly important. - Global coverage: The Teledesic network design provides essentially global coverage from the first day of service. Many of Teledesic's competitors cannot offer global services but, instead, intend to provide only regional coverage and very limited coverage over the oceans and developing countries. - High elevation angles: The Teledesic network design is expected to provide for at least one satellite to be in view at all times at least 30-40 degrees above the horizon. By contrast many of Teledesic's competitors must work to elevation angles as low as 15 degrees or less, which makes it more likely that their signal will be blocked by trees, buildings or other obstructions. Likewise, geostationary satellite-based services are problematic for users who live in latitudes above 50 degrees north and 119 130 south because geostationary satellites are stationed over the equator. Accordingly, users in far northern and far southern latitudes need larger end-user equipment at lower elevation angles. Regional geostationary broadband satellite services A wide variety of regional geostationary broadband satellite access services have emerged or are expected to emerge in the next few years. Teledesic's primary advantages are global coverage and the use of non-geostationary rather than geostationary satellites. DirecPC, which is backed by Hughes Network Systems, was the first widely deployed broadband satellite access service available to residential and enterprise users and is available in the United States, Canada, Europe, and other countries. Internet-via-the-Sky, which is backed by the Internet service provider Europe On-Line, launched services in late 1999 aimed at residential users. Both DirecPC and Internet-via-the-Sky use direct broadcast satellite to receive data and require a phone line to send data. For Internet access, DirecPC is limited to a downlink speed of up to 400 kbps and Internet-via-the-Sky is limited to approximately 128 kbps. In late 2000, the first two-way broadband satellite access services are expected to become available. The Gilat2Home service, which is backed by Gilat, Microsoft and EchoStar, will begin services in the United States and will take advantage of existing Ku band satellites. Users of this service will require a large elliptical antenna dish approximately 35 inches x 24 inches in size. Gilat2Home targets residential users with services priced competitively to DSL services. The stated performance is about 10 times better than a 56 kbps dial modem for receiving data and twice as fast for sending data. DirecWay Services, which is a precursor to Spaceway and is expected to offer services comparable to Gilat2Home, is expected to begin service in late 2000. Of the new Ka band systems, SES-Astra, Eutelsat, Koreasat, Optus, iSky, SuperBird, and Telesat either have launched satellites or are reported to be fully committed to launching satellites by 2002. iSky, which is backed by EchoStar, Liberty Media, Kleiner Perkins Caufield & Byers, and Space Systems/ Loral, expects to commence cable modem-like services in the United States and Latin America by the end of 2001. iSky plans to target residential and small enterprise customers and charge a flat monthly fee for unlimited use. Both iSky and Gilat2Home plan to offer direct-to-home satellite TV reception and Internet access through a single dish approximately 26 inches in diameter. Terrestrial competitors The ability of satellites to satisfy varying demand enables satellite operators such as Teledesic to economically provide services to rural areas, which are characterized by lower population densities and lower income than in other regions. Teledesic plans to compete with DSL, cable modem, and broadband fixed wireless technologies in some rural and suburban regions. Teledesic plans to compete in those regions where terrestrial services are of poor quality or have limited availability. In other regions, service providers may choose Teledesic to provide DSL-like services at lower cost compared with deploying terrestrial technologies. Digital subscriber line services, commonly known as DSL, use upgraded telephone lines to deliver high-speed Internet access. In suburban and urban regions, where population densities and incomes rise, service economics begin to increasingly favor terrestrial technologies. Satellite solutions, particularly low-cost ones, however, can coexist with some terrestrial technologies because population densities and income are not uniform in certain areas. Moreover, because the quality of existing wireline networks can vary considerably within suburban regions, today's experience suggests that even if digital subscriber line and other access technologies are available, they often are of variable or poor quality. For this reason, Teledesic believes that some digital subscriber line and cable modem customers will switch to Teledesic's services in much the same way that cable customers in the United States and Europe have switched from cable to direct-to-home satellite TV. An important factor in this anticipated transition is that Teledesic expects to offer a consistent quality of 120 131 service to all users because Teledesic will connect the user directly to the Internet. Digital subscriber line and cable modem data packets, by contrast, typically must pass through multiple existing telephone networks, which routinely become congested during peak usage hours, before reaching the Internet. Terrestrial wireless technologies are being developed to use higher frequency bands, such as the Ka band, to provide high-speed data services comparable to those Teledesic expects to offer. Like their satellite competitors, terrestrial wireless services benefit from higher data transmission rates and smaller user equipment enabled by higher frequency bands. Terrestrial wireless services also suffer from the drawbacks of higher frequencies, such as signal interference from rain, buildings, terrain and foliage. These drawbacks can be more acute for terrestrial wireless providers because of the comparatively low elevation angles of base stations, placement of which is limited by surrounding terrain. The economics of terrestrial broadband wireless services are such that their deployment will likely be in areas of relatively high population density. DISTRIBUTION AND MARKETING Teledesic plans to employ indirect and direct sales channels and take advantage of New ICO relationships where available. The distribution channels and service providers Teledesic expects to use include: - specialized satellite communications distributors; - national, regional, and global communications service providers; - consumer electronics retailers; - system integrators and value-added resellers; and - original equipment manufacturers. Teledesic expects to rely on indirect sales channels to reach most of its customers, such as residential users, small office/home office customers, and most small and medium-sized businesses. In addition, Teledesic plans to develop direct sales channels, many of which will have already been established by New ICO. Direct sales market segments include governments and large national and multinational corporations in a variety of industry segments, such as maritime, aeronautical, oil and gas, and construction. Teledesic's distribution strategy will build upon existing New ICO channels. For example, certain New ICO customers are anticipated to upgrade to Teledesic's broadband repeater or DSL-like services, which offer substantially higher data rates at lower prices per megabyte. In addition, Teledesic expects to offer fiber-like data services to New ICO's customer base of national and multinational corporate customers, which are increasingly seeking to extend corporate networks regionally and globally in a cost-effective manner that still ensures high quality of service, low transmission delay, and sufficient bandwidth. REGULATORY Communications services, are subject to national and international regulations and authorizations. The FCC is the regulatory body in the United States. Similar regulatory agencies exist in other countries. In addition, there is an international regulatory framework for spectrum use established under the International Telecommunication Union, a specialized agency of the United Nations. Few aspects of Teledesic's business plan would be subject to regulation at all three of these levels. For example, Teledesic satellites themselves are subject to international regulation at the International Telecommunication Union, and are licensed in the United States, but Teledesic need not seek non-U.S. national authorizations for its satellites. Conversely, although some of the technical characteristics of Teledesics's ground stations are subject to international regulation by the International Telecommunication Union, the majority of applicable regulations will come from the country where the ground stations are located. International regulation. The International Telecommunication Union is the primary international regulatory body. Subject to necessary ratification and other implementing actions, International 121 132 Telecommunication Union radio regulations, including radio frequency allocations, are binding on its members. Each member may adopt regulations that are not inconsistent with the International Telecommunication Union radio regulations. International priority among satellite systems is determined according to the order in which the systems carry out the three-step procedure of advance-publication, coordination, and notification. The process begins with the submission of the advance publication information. Not earlier than six months after submission of the advance publication information, the applicant can submit more detailed information, referred to as coordination information. If there is no conflict with satellite systems having a higher priority, or if all conflicts are resolved through coordination, the proposed frequency assignment is entered into the Master International Frequency Register, provided there is a favorable finding with respect to the International Telecommunication Union regulations. This entry to the Master International Frequency Register is valid for the specified life of the system and affords protection from subsequent satellite operations that could create interference to the satellite network. The Teledesic network was officially entered by the International Telecommunication Union in the Master International Frequency Register on October 20, 1995. National regulation in the United States In March 1997, Teledesic received its FCC license to deploy a constellation of 840 nongeostationary satellites, operating in the Ka band. The license was subsequently modified to authorize a constellation of 288 of these satellites. All modifications require FCC approval. In addition, system modifications, including those with respect to the original 840-satellite design, must be submitted to and approved by the International Telecommunication Union. Teledesic is currently evaluating modifications to its network design to better align that design with the Parent business plan and the New ICO network architecture. Modifications will emerge from that exercise and it is expected that many aspects of the final design will differ from the system parameters set forth in Teledesic's FCC license and International Telecommunication Union registration. Those that differ will have to be approved by the FCC and perhaps filed with the International Telecommunication Union. To maintain priority at the FCC and International Telecommunication Union design modifications must not create unacceptable levels of interference for other satellite systems seeking to operate in the same radiofrequency spectrum. Teledesic is seeking to ensure that those modifications improve the interference environment for other systems and therefore believes its modifications will be approved by the FCC and International Telecommunication Union. In order to obtain FCC approval for any major design modifications, Teledesic may be required to make certain concessions to other nongeostationary fixed satellite system applicants, which could potentially reduce the capacity or performance of the Teledesic system, possibly to such a degree that Teledesic would be unable to proceed with its business plan. In a worst-case scenario, Teledesic's system modifications could result in a delay of the deployment of the Teledesic network or, at the extreme, make deployment of the Teledesic network uneconomic. Failure to obtain FCC approval of its system modifications would also reduce the chances of Teledesic's maintaining its current International Telecommunication Union priority. National regulation outside the United States. Teledesic must secure authorizations from national regulatory authorities in order to deploy and operate Teledesic ground stations in the applicable country. These authorizations can vary from country to country, but generally include permission for Teledesic to provide service in the country using a constellation of non-geostationary satellites and operate the Teledesic ground stations. Additional authorizations may be required in some countries. To date, Teledesic has obtained specific licenses, some of which are provisional, to provide fixed satellite services in: Argentina; Australia; Brazil; Cape Verde; Chile; Colombia; Fiji; Ghana; Mozambique; Myanmar; New Zealand; Nigeria; Papua New Guinea; Senegal; Uganda; United States; and Uruguay. Currently, terrestrial fixed services are also allocated by the International Telecommunication Union. Each country has the sovereign right to assign frequencies to specific systems as it sees fit. In many countries, terrestrial fixed service deployment in the spectrum bands to be used by Teledesic has been halted, either formally, or informally. In other countries, Teledesic is currently working to halt fixed service 122 133 deployment. In order to allow blanket or general licensing of Teledesic user terminals, fixed service systems using the band will have to be relocated. Current fixed service deployment in the certain bands band is quite limited but in others deployment in some countries is significant. Rules for compensating relocated fixed satellite users vary from country to country and in many countries these rules do not exist. Teledesic is working on a country-by-country basis towards favorable relocation policies. In addition to potential spectrum constraints, many administrations have strict limitations on providing communication services in their countries. These limitations include local ownership restrictions, local and long distance communications monopolies or restrictions, and/or national defense constraints. These issues may be addressed or resolved though joint ventures, or by engaging local service provider partners or other structural solutions. In most countries around the world, there has been a strong trend towards further privatization and liberalization of communications. PROPERTIES Teledesic's main office is located in Bellevue, Washington, and is held under a lease agreement that expires in 2008. Teledesic also leases office space in Washington, D.C., which is the primary location of Teledesic's regulatory and government activities. Other significant offices include leased office space in Spain, England, Germany and Belgium. Teledesic does not own or lease any other significant properties. EMPLOYEES As of August 15, 2000, Teledesic had approximately 90 full-time employees all but six of whom are located in the United States. None of Teledesic's employees are covered by a collective bargaining agreement. Teledesic's management considers its relations with its employees to be good. 123 134 EXECUTIVE OFFICERS AND DIRECTORS OF PARENT CURRENT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the names, ages and positions of the proposed directors and executive officers of Parent following the mergers:
NAME AGE POSITION ---- --- -------- Craig O. McCaw................. 51 Chairman of the Board of Directors Donna Alderman................. 41 Director C. Scott Bartlett, Jr.......... 67 Director W. Russell Daggatt............. 44 Director and Vice Chairman of the Board of Directors Samuel L. Ginn................. 62 Director Steven W. Hooper............... 46 Director Nicolas Kauser................. 60 Director William A. Owens............... [ ] Director and Vice Chairman of the Board of Directors Wayne Perry.................... 50 Director Charles M. Skibo............... [ ] Director Dennis M. Weibling............. 49 Director George Tamke................... [ ] Director Brian Finn..................... [ ] Director Michael Larson................. [ ] Director Greg Clarke.................... [ ] Director and Chief Executive Officer Alan Rowbotham................. 51 Interim Chief Financial Officer Millie Banerjee................ 53 Executive Vice President, Operations Gardner L. Grant, Jr........... 43 Senior Vice President and General Counsel Pat McDougal................... 49 Senior Vice President Corporate Development Paul Regulinski................ 43 Senior Vice President and Chief Engineering Officer Keith Smith.................... 51 Senior Vice President and Chief Scientist Michael Rugala................. 45 Senior Vice President of Regional Sales and Distribution
Craig O. McCaw. Mr. McCaw was elected Chairman of the Board of Directors of ITGL in February 2000 and of New ICO in March 2000. Since 1993, Mr. McCaw has been chairman and manager of Eagle River, a private company formed to make strategic investments in telecommunications ventures. From 1994 to the present, Mr. McCaw has also been chairman and Co-Chief Executive Officer of Teledesic. Since 1994, he has served as a director of NEXTLINK Communications and, since 1995, Nextel Communications. Donna Alderman. Ms. Alderman has been a director of New ICO since May 2000. She is a Director of Credit Suisse First Boston Corporation ("CSFB") and has been with CSFB since 1994. Prior to joining CSFB, Ms. Alderman held positions at Merrion Group, L.P., Bear, Stearns & Co., Inc., Jefferies & Co., Inc. and Oppenheimer & Co., Inc. Ms. Alderman has also held positions as an investment banker at the Bank of New England Corporation and Bank of Boston Corporation in Providence. Ms. Alderman is also a member of the board of directors of Vasocor, Inc. Craig Scott Bartlett, Jr. Mr. Bartlett has been a director of New ICO since May 2000. From 1973 until 1990, he served in various positions at National Westminster Bank USA. He has been a self-employed consultant since 1990. Mr. Bartlett is also a director of NVR, Inc., Connecticut Bank of Commerce, Janus Hotels and Resorts, Inc. and Abraxas Petroleum Corporation. 124 135 W. Russell Daggatt. Mr. Daggatt was elected as a director of New ICO and was appointed as the Chief Executive Officer in March 2000. From December 1993 to February 1999, he was the President of Teledesic; he has served as Vice Chairman of Teledesic since February 1999. From March 2000 to July 2000 he was the Acting Chief Executive Officer of ITGL. Mr. Daggatt has extensive international legal and management experience. Mr. Daggatt worked for the law firms of Anderson, Mori & Rabinowitz in Tokyo, Japan and Preston Gates & Ellis in Seattle, Washington. He has held a number of senior management positions in marketing, business development and international affairs with Flying Tigers. Samuel L. Ginn. Mr. Ginn has been chairman of Vodafone Airtouch Plc since June 30, 1999. He was chairman and chief executive officer of AirTouch Communications, Inc. from 1993 until June 1999. He was chairman, president and chief executive officer of Pacific Telesis Group from 1988 until 1994. Mr. Ginn currently serves as a director of Hewlett-Packard Company. Steven W. Hooper. Mr. Hooper has been a director of New ICO since May 2000. Mr. Hooper served as NEXTLINK's Chairman of the Board from July 1997 to September 1999 and, from March 1999 to September 1999, as its Chief Executive Officer. Mr. Hooper serves as a director of Teledesic and served as its Co-Chief Executive Officer from December 1997 to July 1999. Mr. Hooper is also a director of Ignition Corporation. From January 1993 to June 1997, Mr. Hooper held various senior management positions at AT&T Wireless Services and its predecessor, McCaw Cellular, including president and chief executive officer and chief financial officer. Nicolas Kauser. Mr. Kauser has been a director of New ICO since May 2000. He also has served as a director of NEXTLINK since January 1999. From 1994 to 1998 he was an Executive Vice President and Chief Technology Officer for AT&T Wireless Services. From 1990 to 1994, Mr. Kauser was Chief Technology Officer of McCaw Cellular. In May 1998, Mr. Kauser received the prestigious Gold Prize awarded by the Carnegie Mellon Institute and American Management Systems for excellence in the application of information technology. William A Owens. Mr. Owens has been a director of ITGL since July 2000 and has served as Vice Chairman of the board of directors since that time. Since August 1998, Mr. Owens has served as co-chief executive officer and director of Teledesic. From June 1996 to August 1998, Mr. Owens was president, chief operating officer, and vice chairman of Science Applications International Corporation and from February 1996 to June 1996 Mr. Owens was the corporate executive vice president for the R&D Division of Science Applications International Corporation. From 1994 to 1996, he was vice chairman of the U.S. Joint Chiefs of Staff. He also served as the deputy chief of Naval Operations for Resources, Warfare Requirements and Assessments, commander of the U.S. Sixth Fleet, senior military assistant to Secretaries of Defense Frank Carlucci and Dick Cheney, and director of the Office of Program Appraisal for the Secretary of the Navy. Wayne Perry. Mr. Perry has been a director of New ICO since May 2000. From the first quarter of 2000 until the present, he has been the Chief Executive Officer of NewCom Wireless L.L.C. Prior to joining NewCom, Mr. Perry was with NEXTLINK, most recently as its vice chairman and, from July 1997 to March 1999, as its Chief Executive Officer. From September 1994 to July 1997, he served as vice chairman of AT&T Wireless Services, and from June 1989 to September 1994, he served as vice chairman of McCaw Cellular, where he also served as president from December 1985 until its merger with AT&T. He also served as chairman of the board of the Cellular Telecommunications Industry Association, a nationwide wireless industry association, for the 1993-1994 term. Mr. Perry is also a director of ImageX.com. Charles M. Skibo. Mr. Skibo has been a director of New ICO since May 2000. Since January of 1999 he has been Chairman of the Board and Chief Executive Officer of Colo.com. Since February 1996, Mr. Skibo has also served as Chairman and Chief Executive Officer of Allied Telecommunications, a communications company. Since February 1990, Mr. Skibo has served as Chairman and Chief Executive Officer of Strategic Enterprises and Communications, Inc., a venture capital firm. From 1985 to 1987, Mr. Skibo was President and CEO of U.S. Sprint and its predecessor company, U.S. Telecom. Mr. Skibo is also a director of iBasis, Inc., a public international Internet telephony services provider. Dennis M. Weibling. Mr. Weibling was elected as a director of New ICO in May 2000 and has been a director of ITGL since February 2000. Mr. Weibling has served as the president of ITGL since May 125 136 2000. From 1993 until the present, he has been the President of Eagle River. Since 1995, Mr. Weibling has held and continues to hold several positions with Nextel Communications, Inc., serving as a director and member of the board's operations, audit and compensation committees. He serves as a director and member of the audit, compensation, nominating and operations committees for Teledesic Corporation, and a director of NEXTLINK Communications, Inc. George Tamke. Mr. Tamke was elected as a director of ITGL in July 2000. Since March 2000, Mr. Tamke has been a principal in Clayton, Dubilier & Rice, an investment banking firm. From 1989 until joining Clayton, Dubilier & Rice, he held various positions with Emerson Electric, including vice-chairman, co-Chief Executive Officer, President and Chief Operating Officer and Executive Vice President. Brian Finn. Mr. Finn was elected as a director of ITGL in July 2000. Since 1997, Mr. Finn has been a principal in Clayton, Dubilier & Rice. From 1982 to 1997, he was an investment banker with Credit Swisse First Boston, an investment banking firm. Michael Larson. Mr. Larson was elected as a director of ITGL in July 2000. Mr. Larson has been a member of the Teledesic board of directors since August 1995 and serves as a member of its compensation, nominating and operations committees. For the past five years, Mr. Larson has been chief investment officer for Cascade Investment, LLC, an entity controlled by William H. Gates, III. Greg Clarke. Mr. Clarke was elected as a director of ITGL and appointed Chief Executive Officer of ITGL in July 2000. From February 1999 until May 2000, he was the Chief Executive Officer of Cable & Wireless Communications, Plc. which, prior to a recent restructuring, was the United Kingdom's largest cable television company and Britain's second largest telephone company. From May 1997 until January 2000 he was the Chief Operating Officer of Cable & Wireless following the merger of Mercury Communications and three other cable companies. From 1995 until May 1997, he was the managing director of Cable & Wireless' mobile portfolio of 50 cellular networks worldwide. Prior to joining Cable & Wireless, he served as the vice president of the cellular division of Nortel Matra Communications France. Alan Rowbotham. Mr. Rowbotham has been interim Chief Financial Officer of New ICO since May 2000. Prior to joining Old ICO in October 1999, he spent 22 years with the Mars Group holding senior positions in the finance, business development and commercial area. His last post at the Mars Group was a European corporate finance directorship. Millie Banerjee. Ms. Banerjee has been Executive Vice President, Operations of New ICO, since May 2000 and served as Old ICO's Senior Vice President from November 1995 to May 2000. Prior to joining Old ICO, she was at British Telecom for 25 years. Gardner L. Grant, Jr. Mr. Grant was named Senior Vice President and General Counsel for New ICO in May 2000; he served in the same capacities for Old ICO from October 1999 to May 2000. Mr. Grant joined Old ICO in February 1997 as Chief Commercial Counsel and served as its Acting General Counsel from March 1999 to October 1999. From 1987 to 1996 he held various positions at US West and its affiliates. Pat McDougal. Mr. McDougal has been Senior Vice President Corporate Development of New ICO since May 2000 and served as Old ICO's Senior Vice President from November 1995 to May 2000. Prior to joining Old ICO in September 1995, he headed strategic planning at Inmarsat. Paul Regulinski. Mr. Regulinski has been Senior Vice President and Chief Engineering Officer of New ICO since May 2000. He has also served as Vice President of System Technology at Teledesic since May 1999. From 1993 to May 1999, he held a variety of engineering, development, manufacturing and management positions at Hughes Space and Communications Company. Keith Smith. Dr. Smith has been Senior Vice President and Chief Scientist of New ICO since May 2000 and served as Senior Vice President and Chief Engineering Officer of Old ICO from June 1995 to May 2000. 126 137 Michael Rugala. Mr. Rugala has been Senior Vice President of Regional Sales and Distribution since June 1998. From 1991 until June 1998, he served in various business development, sales, management and finance roles with Sprint International and Global One. Executive officers serve at the discretion of the board of directors and hold office until they resign or their successors have been appointed and qualified. Directors are elected at the annual meeting of stockholders to hold office until they resign or their successors are elected and qualified. There are no family relationships among the directors, executive officers or key employees of Parent. Old ICO filed its petition in the Bankruptcy Court in August 1999. At the time of this filing, Ms. Banerjee and Messrs. Grant, McDougal and Smith were executive officers of Old ICO. Parent expects from time to time to add to the board of directors other individuals who can contribute materially to Parent's prospects. PARENT EXECUTIVE COMPENSATION Because Parent was only formed this calendar year, it had no executive who received any compensation, in the form of cash or cash compensation or stock options in 1999. 127 138 INFORMATION ON THE BOARD OF DIRECTORS OF PARENT AND ITS COMMITTEES Upon completion of the mergers, Parent's board of directors will consist of [ ] members. Parent's bylaws will provide that its board of directors consist of not less than one nor more than [ ] members, elected annually, and that such number may be increased or decreased by the vote of a majority of directors then in office, although less than a quorum, or by the sole remaining director, provided that no decrease in the number of directors shortens the term of an incumbent director. Directors of Parent will be elected annually at the annual meeting of stockholders. Under certain circumstances, Eagle River and its affiliates are required to vote their shares of Parent for the election of two directors designated by the official committee of unsecured creditors from the Old ICO bankruptcy and one director designated by the lenders under Old ICO's debtor-in-possession financing other than Eagle River from the Old ICO bankruptcy under its reorganization plan or their successors. Under the terms of the New ICO merger agreement, the ITGL board of directors will become the board of directors of Parent. In addition, Eagle River's obligation to appoint the directors designated by the official committee and the lenders under Old ICO's debtor-in-possession financing will continue. Parent's board of directors is expected to establish an Audit Committee, a Compensation Committee and an Executive Committee. Parent's board of directors may establish additional committees from time to time. Parent's Audit Committee will be responsible for reviewing the services provided by Parent's independent auditors, consulting with the independent auditors on audits and proposed audits of Parent and reviewing the need for internal auditing procedures and the adequacy of internal controls. Parent's Compensation Committee will be responsible for Parent's compensation policies including executive compensation and stock option awards. Parent's Executive Committee is expected to consist of Messrs. Clarke, Ginn, Tamke and Weibling. Parent's Executive Committee is expected to be to (i) review the agendas for board meetings, (ii) make recommendations to Parent's board of directors on issues relating to strategic and policy matters, (iii) provide the Chief Executive Officer with a forum for discussing ideas, issues and opportunities relating to Parent prior to raising such issues with the board, and (iv) review the business plans and budgets of Parent and to make recommendations to the board relating to such plans or budgets. 128 139 PRINCIPAL STOCKHOLDERS OF ITGL The following table provides information concerning the beneficial ownership of the ITGL common stock as of [ ], 2000, for the following: - each person or entity who is known by ITGL to beneficially own more than 5% of the outstanding shares of each class of ITGL common stock; - each of ITGL's current directors; - ITGL's chief executive officer; and - all of ITGL's directors and chief executive officer as a group. This table includes percentage ownership data reflecting ownership both before and after consummation of the merger with New ICO. The pre-merger percentage ownership is based on 86,796,078 shares of ITGL common stock outstanding as of [ ], 2000. The post-merger percentage ownership is based on the number of shares of New ICO Class A common stock and Class B common stock outstanding as of [ ], 2000 plus the number of shares of Parent Class A common stock and Class B common stock to be issued in the mergers, calculated using the number of shares of ITGL and Teledesic issued and outstanding on the record date. All shares subject to options exercisable within 60 days after [ ], 2000 are deemed to be beneficially owned by the person or entity holding that option and to be outstanding solely for calculating that person's or entity's percentage ownership. Except as indicated by footnote below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. ITGL Class B common stock is convertible into Class A common stock. In calculating the percentages of ITGL Class A common stock set forth below, it is assumed that a holder's shares of Class B common stock are converted into Class A common stock, but that no other outstanding shares of Class B common stock are so converted.
PRE-MERGER POST-MERGER ---------------------------------------- ------------------------------------------ NUMBER OF NUMBER OF SHARES OF PERCENT OF SHARES OF PERCENT OF CLASS OF CLASS OF CLASS OF CLASS OF TITLE OF PARENT PARENT TITLE OF ITGL STOCK ITGL STOCK CLASS OF COMMON STOCK COMMON STOCK NAME AND ADDRESS OF CLASS OF BENEFICIALLY BENEFICIALLY PARENT BENEFICIALLY BENEFICIALLY BENEFICIAL OWNER ITGL STOCK OWNED OWNED COMMON STOCK OWNED OWNED ------------------- ---------- ------------ ------------ ------------ ------------ ------------ Eagle River Investments, LLC............ Class A 50,000,000 36.6% Class A 109,823,473 2300 Carillon Point Class B 50,000,000 83.3% Class B 48,500,000 83.3% Kirkland, WA 98033(1) Craig O. McCaw.......................... Class A 50,000,000 36.6% Class A 109,823,473 2300 Carillon Point Class B 50,000,000 83.3% Class B 48,500,000 83.3% Kirkland, WA 98033(2) Dennis Weibling......................... Class A 50,000,000 36.6% Class A 106,649,211 2300 Carillon Point Class B 50,000,000 83.3% Class B 48,500,000 83.3% Kirkland, WA 98033(3) CDR-Satco, LLC.......................... Class A 30,000,000 29.5% Class A 29,100,000 10.0% 375 Park Avenue, 18th Floor New York, NY 10152(4) Brian Finn.............................. Class A 30,000,000 29.5% Class A 29,100,000 10.0% 375 Park Avenue, 18th Floor New York, NY 10152(5) George Tamke............................ Class A 30,000,000 29.5% Class A 29,100,000 10.0% 375 Park Avenue, 18th Floor New York, NY 10152(6) Cascade Investment, LLC................. Class A 10,000,000 10.3% Class A 2365 Carillon Point Class B 10,000,000 16.7% Class B 9,700,000 16.7% Kirkland, WA 98033(7) Michael Larson.......................... Class A 10,000,000 10.3% Class A 31,949,151 2365 Carillon Point Class B 10,000,000 16.7% Class B 9,700,000 16.7% Kirkland, WA 98033(8)
129 140
PRE-MERGER POST-MERGER ---------------------------------------- ------------------------------------------ NUMBER OF NUMBER OF SHARES OF PERCENT OF SHARES OF PERCENT OF CLASS OF CLASS OF CLASS OF CLASS OF TITLE OF PARENT PARENT TITLE OF ITGL STOCK ITGL STOCK CLASS OF COMMON STOCK COMMON STOCK NAME AND ADDRESS OF CLASS OF BENEFICIALLY BENEFICIALLY PARENT BENEFICIALLY BENEFICIALLY BENEFICIAL OWNER ITGL STOCK OWNED OWNED COMMON STOCK OWNED OWNED ------------------- ---------- ------------ ------------ ------------ ------------ ------------ Agrani Holdings (Mauritius) Limited..... Class A 4,496,078 5.2% Class A 4,361,196 1.6% c/o ASC (UK) Ltd. 73 Brook Street London, England W1Y 1YE Lomantor Holdings Ltd................... Class A 10,600,000 10.3% Class A 10,282,000 3.7% Road Town, Pasea Estate Tortola, British Virgin Islands(9) Greg Clarke(10)......................... Class A 0 * Class A 7,032,500 2.6% W. Russell Daggatt(11).................. Class A 0 * Class A 1,542,624 * Samuel L. Ginn.......................... Class A 0 * Class A 0 * William A. Owens(12).................... Class A 0 * Class A 248,077 * All directors and officers as group(13)............................. Class A 90,000,000 55.6% Class A Class B 60,000,000 100.0% Class B 58,200,000 100.0%
- --------------- * Less than one percent. (1) Eagle River's ownership of ITGL Class A common stock and Parent Class A common stock represents shares issuable upon conversion of ITGL Class B common stock and Parent Class B common stock, respectively. Eagle River's post-merger ownership includes 7,472,320 shares of Parent Class A common stock held for the benefit of Wendy McCaw with whom voting and investment power is shared; Eagle River disclaims beneficial ownership over such shares. (2) Mr. McCaw's ownership of ITGL Class A common stock, ITGL Class B common stock, Parent Class A common stock and Parent Class B common stock represents Eagle River's beneficial ownership of such classes of stock. Mr. McCaw disclaims beneficial ownership of all securities held by Eagle River, except to the extent of his pecuniary interest therein. (3) Mr. Weibling's ownership of ITGL Class A common stock, ITGL Class B common stock, Parent Class A common stock and Parent Class B common stock represents Eagle River's beneficial ownership of such classes of stock. Mr. Weibling is president of Eagle River, Inc. Mr. Weibling disclaims beneficial ownership in all securities held by Eagle River, except to the extent of his pecuniary interest therein. (4) CDR-Satco's ownership of ITGL Class A common stock includes exercisable options for 15,000,000 shares. CDR-Satco's post-merger ownership of Parent Class A common stock includes exercisable options for 14,550,000 shares. (5) Mr. Finn's ownership of ITGL Class A common stock and Parent Class A common stock represents CDR-Satco's beneficial ownership of such classes of stock; Mr. Finn disclaims beneficial ownership of such shares. (6) Mr. Tamke's ownership of ITGL Class A common stock and Parent Class A common stock represents CDR-Satco's beneficial ownership of such classes of stock; Mr. Tamke disclaims beneficial ownership of such shares. (7) Cascade Investment, LLC's ownership of ITGL Class A common stock and Parent Class A common stock represents shares issuable upon conversion of ITGL Class B common stock and Parent Class B common stock, respectively. (8) Mr. Larson's pre-merger ownership of ITGL Class A common stock and ITGL Class B common stock represents Cascade Investment's beneficial ownership of these classes of stock. Mr. Larson's post-merger ownership of Parent Class A common stock includes exercisable options for the purchase of 56,518 shares and shares issuable to William H. Gates, III pursuant to the Teledesic merger. Mr. Larson's post-merger ownership of Parent Class B common stock represent Cascade Investment's ownership of this class of stock. Mr. Larson, who is Business Manager of Cascade Investment, disclaims beneficial ownership of shares held by Cascade Investment and Mr. Gates. (9) Lomantor Holdings' ownership of ITGL Class A common stock includes exercisable options for 5,300,000 shares. Lomantor Holdings' ownership of Parent Class A common stock following the mergers includes exercisable options for 5,141,000 shares. 130 141 (10) Mr. Clarke's post-merger ownership includes exercisable options for the purchase of 7,032,500 shares. His address is Commonwealth House, 2 Chalkhill Road, Hammersmith, London W6 8DW. (11) Mr. Daggatt's post-merger ownership of Parent Class A common stock represents 800,250 shares held of record and exercisable options for the purchase of 742,374 shares. His address is Broadband Center, 1445 120th Avenue NE, Bellevue, WA 98005. (12) Mr. Owens' post-merger ownership of Parent Class A common stock represents exercisable options for the purchase of 248,077 shares. His address is Broadband Center, 1445 120th Avenue NE, Bellevue, WA 98005. (13) See notes (1) through (8) and (10) through (12) above. Post-merger beneficial ownership of Parent Class A common stock by directors and officers as a group includes exercisable options for an additional shares. PRINCIPAL STOCKHOLDERS OF NEW ICO The following table provides information concerning the beneficial ownership of the New ICO common stock as of [ ], 2000, for the following: - each person or entity who is known by New ICO to beneficially own more than 5% of the outstanding shares of each class of New ICO common stock; - each of New ICO's current directors; - New ICO's chief executive officer; and - all of New ICO's directors and its chief executive officer as a group. This table includes percentage ownership data reflecting ownership both before and after consummation of the merger with ITGL and Teledesic. The pre-merger percentage ownership is based on 160,000,222 shares of New ICO Class A common stock and 31,003,382 shares of New ICO Class B common stock outstanding as of [ ], 2000. The post-merger percentage ownership is based on the number of shares of New ICO Class A common stock and Class B common stock outstanding as of [ ], 2000 plus the number of shares of Parent Class A and Class B common stock to be issued in the mergers, calculated using the number of shares of ITGL and Teledesic issued and outstanding on the record date. All shares subject to options exercisable within 60 days after [ ], 2000 are deemed to be beneficially owned by the person or entity holding that option and to be outstanding solely for calculating that person's or entity's percentage ownership. Except as indicated by footnote below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of New ICO Class B common stock are convertible into New ICO Class A common stock. In calculating the percentages of New ICO Class A common stock set forth below, it is assumed that a holder's shares of Class B common stock are converted into Class A common stock, but that no other outstanding shares of Class B common stock are so converted.
PRE-MERGER POST-MERGER --------------------------------------------- -------------------------------------------- NUMBER OF NUMBER OF PERCENT OF SHARES OF PERCENT OF SHARES OF CLASS OF CLASS OF CLASS OF CLASS OF NEW ICO TITLE OF PARENT PARENT TITLE OF NEW ICO STOCK COMMON STOCK CLASS OF COMMON STOCK COMMON STOCK NAME AND ADDRESS OF CLASS OF BENEFICIALLY BENEFICIALLY PARENT BENEFICIALLY BENEFICIALLY BENEFICIAL OWNER NEW ICO STOCK OWNED OWNED COMMON STOCK OWNED OWNED ------------------- ------------- ------------- ------------- ------------- ------------- ------------ Craig O. McCaw................. Class A 125,877,120 60.5% Class A 109,823,473 2300 Carillon Point Class B 31,003,382 100.0% Class B 48,500,000 83.3% Kirkland, WA 98033(1) Eagle River Investments, LLC... Class A 125,877,120 60.5% Class A 109,823,473 2300 Carillon Point Class B 31,003,382 100.0% Class B 48,500,000 83.3% Kirkland, WA 98033(2)
131 142
PRE-MERGER POST-MERGER --------------------------------------------- -------------------------------------------- NUMBER OF NUMBER OF PERCENT OF SHARES OF PERCENT OF SHARES OF CLASS OF CLASS OF CLASS OF CLASS OF NEW ICO TITLE OF PARENT PARENT TITLE OF NEW ICO STOCK COMMON STOCK CLASS OF COMMON STOCK COMMON STOCK NAME AND ADDRESS OF CLASS OF BENEFICIALLY BENEFICIALLY PARENT BENEFICIALLY BENEFICIALLY BENEFICIAL OWNER NEW ICO STOCK OWNED OWNED COMMON STOCK OWNED OWNED ------------------- ------------- ------------- ------------- ------------- ------------- ------------ ICO-Teledesic Global Limited... Class A 89,774,726 46.7% Class A 0 2300 Carillon Point Class B 31,003,382 100.0% Class B 0 0% Kirkland, WA 98033(3) Dennis Weibling................ Class A 125,877,120 60.5% Class A 106,649,211 2300 Carillon Point Class B 31,003,382 100.0% Class B 48,500,000 83.3% Kirkland, WA 98033(4) Bank of New York............... Class A 51,194,606 28.9% Class A 51,194,606 17.5% 101 Barclay Street New York, NY 10286(5) Bankruptcy Services LLC........ Class A 35,030,146 18.4% Class A 35,030,146 11.4% 70 East 55th Street, 6th Floor New York, NY 10022(6) TFSL Consulting Ltd. .......... Class A 11,111,108 6.9% Class A 11,111,108 4.0% P. O. Box 1449 Riyadh 11431, Saudi Arabia Cun & Co....................... Class A 9,800,000 6.1% Class A 9,800,000 3.6% 333 S. Grand Avenue, 4th Floor Los Angeles, CA 90071 Donna Alderman(7).............. Class A 7,941,742 5.0% Class A 7,941,742 2.9% Eleven Madison Avenue, 4th Floor New York, NY 10010 C. Scott Bartlett(8)........... Class A 5,000 ** Class A 5,000 ** W. Russell Daggatt*(9)......... Class A 0 ** Class A 1,542,624 ** Steven W. Hooper*(8)........... Class A 5,000 ** Class A 5,000 ** Nicolas Kauser*(8)............. Class A 5,000 ** Class A 5,000 ** Wayne Perry*(8)................ Class A 5,000 ** Class A 5,000 ** Charles M. Skibo (8)........... Class A 5,000 ** Class A 5,000 ** All directors and officers as group*(10)................... Class A 133,843,862 64.3% Class A ** Class B 31,003,382 100.0% Class B 58,200,000 100%
- --------------- * Address is Broadband Center, 1445 - 120th Avenue N.E., Bellevue, WA 98005. ** Less than one percent. (1) Mr. McCaw's ownership of New ICO Class A common stock represents Eagle River's and ITGL's beneficial ownership of such class of stock. Mr. McCaw's ownership of New ICO Class B common stock represents ITGL's beneficial ownership of such class of stock. Mr. McCaw disclaims beneficial ownership of all securities held by Eagle River and ITGL except to the extent of his pecuniary interest therein. (2) Eagle River's ownership of New ICO Class A common stock includes exercisable options held of record to purchase 16,000,000 and ITGL's beneficial ownership of stock. Eagle River's ownership of New ICO Class B common stock represents ITGL's beneficial ownership of such class of stock. (3) ITGL's ownership of New ICO Class A common stock includes warrants exercisable for the purchase of 1,178,334 shares and 31,003,382 shares issuable upon conversion of New ICO Class B common stock. (4) Mr. Weibling's ownership of New ICO Class A common stock represents Eagle River's and ITGL's beneficial ownership of such class of stock. Mr. Weibling's ownership of New ICO Class B common stock represents ITGL's beneficial ownership of such class of stock. Mr. Weibling is president of Eagle River, Inc. Mr. Weibling disclaims beneficial ownership in all securities held by Eagle River and ITGL, except to the extent of his pecuniary interest therein. (5) Bank of New York's ownership of New ICO Class A common stock includes warrants exercisable for the purchase of 17,064,870 shares of New ICO Class A common stock. Bank of New York holds 132 143 its beneficial ownership as trustee for the bondholders of Old ICO and disclaims beneficial ownership in all such securities except to the extent of its pecuniary interest therein. (6) Bankruptcy Services LLC's ownership of New ICO Class A common stock includes warrants exercisable for the purchase of 30,692,656 shares of New ICO Class A common stock. Bankruptcy Services LLC holds its beneficial ownership as disbursing agent for Old ICO under the reorganization plan and disclaims beneficial ownership in all such securities. (7) Ms. Alderman's ownership of New ICO Class A common stock includes exercisable options to purchase 5,000 shares. Her ownership also includes 7,936,742 shares held of record by Credit Suisse First Boston Management Corporation of which she is a director; Ms. Alderman disclaims beneficial ownership of such shares. (8) Represents exercisable options to purchase 5,000 shares. (9) Mr. Daggatt's post-merger ownership of New ICO Class B common stock includes options exercisable for the purchase of 742,374 shares and 800,250 shares to be issued in connection with the Teledesic merger. (10) See notes (1), (2), (3), (4), (7), (8) and (9) above. 133 144 PRINCIPAL STOCKHOLDERS OF TELEDESIC The following table provides information concerning the beneficial ownership of the Teledesic common stock as of , 2000, for the following: - each person or entity who is known by Teledesic to beneficially own more than 5% of the outstanding shares of each class of Teledesic common stock; - each of Teledesic's current directors; - Teledesic's co-chief executive officers and its four other executive officers; and - all of Teledesic's directors and executive officers as a group. This table includes percentage ownership data reflecting ownership both before and after completion of the mergers. The pre-merger percentage ownership is based on 7,506,671 shares of Teledesic Class A common stock, 75,675,275 shares of Teledesic Class B common stock and 50,000 shares of Teledesic Class C common stock outstanding as of [ ], 2000. The post-merger percentage ownership is based on the number of shares of New ICO Class A common stock and Class B common stock outstanding as of , 2000, plus the number of shares of Parent Class A common stock and Class B common stock to be issued in the mergers, calculated using the number of shares of Teledesic and ITGL issued and outstanding on the record date. All shares subject to options exercisable within 60 days after [ ], 2000 are deemed to be beneficially owned by the person or entity holding that option and to be outstanding solely for calculating that person's or entity's percentage ownership. Except as indicated by footnote below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of Teledesic Class B and Class C common stock are convertible into Teledesic Class A common stock. In calculating the percentages of Teledesic Class A common stock set forth below, it is assumed that a holder's shares of Class B common stock and Class C common stock are converted into Class A common stock, but that no other outstanding shares of Class B or Class C common stock are so converted.
PRE-MERGER POST-MERGER --------------------------------------------------- ------------------------------------- NUMBER OF NUMBER OF SHARES OF PERCENT OF SHARES OF CLASS OF CLASS OF TITLE OF CLASS OF PARENT TITLE OF TELEDESIC STOCK TELEDESIC STOCK CLASS OF PARENT COMMON STOCK NAME AND ADDRESS OF CLASS OF BENEFICIALLY BENEFICIALLY COMMON BENEFICIALLY BENEFICIAL OWNER TELEDESIC STOCK OWNED OWNED STOCK OWNED ------------------- --------------- --------------- --------------- ----------------- ----------------- Eagle River Investments, LLC......................... Class A 27,466,500 24.8% Class A 109,823,473 2300 Carillon Point Class B 27,091,500 35.8% Class B 48,500,000 Kirkland, WA 98033(1) Craig O. McCaw................ Class A 31,516,500 27.5% Class A 109,823,473 2300 Carillon Point Class B 27,091,500 35.8% Class B 48,500,000 Kirkland, WA 98033(2) Dennis Weibling............... Class A 27,533,250 24.8% Class A 106,649,211 2300 Carillon Point Class B 27,091,500 35.8% Class B 48,500,000 Kirkland, WA 98033(3) William H. Gates III.......... Class A 27,729,000 25.0% Class A 31,890,132 2365 Carillon Point Class B 27,091,500 35.8% Class B 9,700,000 Kirkland, WA 98033(4) Michael Larson................ Class A 27,802,750 25.0% Class A 31,949,151 2365 Carillon Point Class B 27,091,500 35.8% Class B 9,700,000 Kirkland, WA 98033(5) Motorola, Inc. ............... Class A 29,990,000 26.5% Class A 23,999,497 1303 E. Algonquin Road Class C 27,990,000 100.0% Schaumburg, IL 60196(6) Keith Bane.................... Class A 29,990,000 26.5% Class A 23,999,497 1303 E. Algonquin Road Class C 27,990,000 100.0% Schaumburg, IL 60196(7) Richard D. Severns............ Class A 29,990,000 26.5% Class A 23,999,497 1303 E. Algonquin Road Class C 27,990,000 100.0% Schaumburg, IL 60196(8) POST-MERGER ----------------- PERCENT OF CLASS OF PARENT COMMON STOCK NAME AND ADDRESS OF BENEFICIALLY BENEFICIAL OWNER OWNED ------------------- ----------------- Eagle River Investments, LLC......................... 2300 Carillon Point 83.3% Kirkland, WA 98033(1) Craig O. McCaw................ 2300 Carillon Point 83.3% Kirkland, WA 98033(2) Dennis Weibling............... 2300 Carillon Point 83.3% Kirkland, WA 98033(3) William H. Gates III.......... 2365 Carillon Point 16.7% Kirkland, WA 98033(4) Michael Larson................ 2365 Carillon Point 16.7% Kirkland, WA 98033(5) Motorola, Inc. ............... 8.7% 1303 E. Algonquin Road Schaumburg, IL 60196(6) Keith Bane.................... 8.7% 1303 E. Algonquin Road Schaumburg, IL 60196(7) Richard D. Severns............ 8.7% 1303 E. Algonquin Road Schaumburg, IL 60196(8)
134 145
PRE-MERGER POST-MERGER --------------------------------------------------- ------------------------------------- NUMBER OF NUMBER OF SHARES OF PERCENT OF SHARES OF CLASS OF CLASS OF TITLE OF CLASS OF PARENT TITLE OF TELEDESIC STOCK TELEDESIC STOCK CLASS OF PARENT COMMON STOCK NAME AND ADDRESS OF CLASS OF BENEFICIALLY BENEFICIALLY COMMON BENEFICIALLY BENEFICIAL OWNER TELEDESIC STOCK OWNED OWNED STOCK OWNED ------------------- --------------- --------------- --------------- ----------------- ----------------- AT&T Wireless Services, Inc. ....................... Class A 11,083,950 11.8% Class A 8,869,931 P. O. Box 97061 Class B 11,083,950 14.6% Redmond, WA 98073(9) The Boeing Company............ Class A 7,157,093 8.1% Class A 5,727,464 7755 East Marginal Way S. Class B 4,657,093 6.1% Seattle, WA 98108(10) Edward F. Tuck................ Class A 4,948,720 5.6% Class A 3,960,213 100 N. Barranca Street, Class B 4,780,732 6.3% Suite 920 West Covina, CA 91791(11) W. Russell Daggatt*(12)....... Class A 1,927,678 2.3% Class A 1,542,624 Tom A. Alberg*(13)............ Class A 198,750 ** Class A 159,050 Steven W. Hooper*(14)......... Class A 275,000 ** Class A 220,069 William A. Owens*(15)......... Class A 310,000 ** Class A 248,077 Farzad Ghazvinian*(16)........ Class A 426,025 ** Class A 340,927 Dennis James*(17)............. Class A 60,000 ** Class A 48,015 David P. Patterson*(18)....... Class A 509,834 ** Class A 407,995 All directors and officers as group*(19).................. Class A 98,781,092 54.7% Class A -- Class B 58,963,732 77.9% Class B 58,200,000 Class C 27,990,000 100.0% POST-MERGER ----------------- PERCENT OF CLASS OF PARENT COMMON STOCK NAME AND ADDRESS OF BENEFICIALLY BENEFICIAL OWNER OWNED ------------------- ----------------- AT&T Wireless Services, Inc. ....................... 3.2% P. O. Box 97061 Redmond, WA 98073(9) The Boeing Company............ 2.1% 7755 East Marginal Way S. Seattle, WA 98108(10) Edward F. Tuck................ 1.4% 100 N. Barranca Street, Suite 920 West Covina, CA 91791(11) W. Russell Daggatt*(12)....... ** Tom A. Alberg*(13)............ ** Steven W. Hooper*(14)......... ** William A. Owens*(15)......... ** Farzad Ghazvinian*(16)........ ** Dennis James*(17)............. ** David P. Patterson*(18)....... ** All directors and officers as group*(19).................. -- 100%
- --------------- * Address is Broadband Center, 1445 -- 120th Avenue N.E., Bellevue, WA 98005. ** Less than one percent. (1) Eagle River's ownership of Teledesic Class A common stock includes exercisable options held of record by Eagle River, Inc., an affiliate of Eagle River, to purchase 275,000 shares and 27,091,500 shares issuable upon conversion of Teledesic Class B common stock. (2) Mr. McCaw's ownership of Teledesic Class A common stock includes 37,500 shares held of record, exercisable options and warrants to purchase 4,012,500 shares and Eagle River's beneficial ownership of such class of stock. Mr. McCaw's ownership of Teledesic Class B common stock represents Eagle River's beneficial ownership of such class of stock. Mr. McCaw disclaims beneficial interests in all securities held by Eagle River, except to the extent of his pecuniary interest therein. (3) Mr. Weibling's ownership of Teledesic Class A common stock includes 1,125 shares held of record, exercisable options to purchase 65,625 shares and Eagle River's beneficial ownership of such class of stock. Mr. Weibling's ownership of Teledesic Class B common stock represents Eagle River's beneficial ownership of such class of stock. Mr. Weibling is president of Eagle River, Inc. Mr. Weibling disclaims beneficial ownership in all securities held by Eagle River, except to the extent of his pecuniary interest therein. (4) Mr. Gates' ownership of Teledesic Class A common stock represents exercisable warrants to purchase 637,500 shares and 27,091,500 shares issuable upon conversion of Teledesic Class B common stock. (5) Mr. Larson's ownership of Teledesic Class A common stock represents 3,125 shares held of record, exercisable options to purchase 70,625 shares and Mr. Gates' beneficial ownership of such class of stock. Mr. Larson's ownership of Teledesic Class B common stock represents Mr. Gates' ownership of such class of stock. Mr. Larson disclaims beneficial ownership over the shares of Teledesic Class A and Class B common stock held by Mr. Gates. (6) Motorola's ownership of Teledesic Class A common stock represents exercisable warrants held of record by Motorola International Development Corporation, a wholly owned subsidiary of Motorola, to purchase 2,000,000 shares and 27,990,000 shares issuable upon conversion of Teledesic Class C common stock. Motorola's ownership of Teledesic Class C common stock includes 27,940,000 shares 135 146 issuable upon exchange of non-voting units of Teledesic LLC held of record by Motorola Satellite Holdings, Inc., a wholly owned subsidiary of Motorola. (7) Mr. Bane's ownership of Teledesic Class A and Class C common stock represents Motorola's beneficial ownership of such classes of stock; Mr. Bane disclaims beneficial ownership of such shares. (8) Mr. Severn's ownership of Teledesic Class A and Class C common stock represents Motorola's beneficial ownership of such classes of stock; Mr. Severns disclaims beneficial ownership of such shares. (9) AT&T Wireless Services' ownership of Teledesic Class A common stock represents 11,083,950 shares issuable upon conversion of Teledesic Class B common stock. (10) The Boeing Company's ownership of Teledesic Class A common stock includes 4,657,093 shares issuable upon conversion of Teledesic Class B common stock. (11) Mr. Tuck's ownership of Teledesic Class A common stock includes 42,500 shares held of record, exercisable options to purchase 111,250 shares and 361,674 shares issuable upon conversion of Teledesic Class B common stock. His ownership of Teledesic Class A common stock also includes 14,238 shares of such class and 4,419,058 shares issuable upon conversion of Teledesic Class B common stock held of record as trustee for the beneficiaries under a Voting Trust Agreement dated as of September 30, 1996. His ownership of Teledesic Class B common stock includes both the 361,674 shares he holds of record and the 4,419,058 shares held in the voting trust. Mr. Tuck shares voting and dispositive powers over the shares of Teledesic Class A and Class B common stock held in the voting trust with another trustee and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (12) Mr. Daggatt's ownership of Teledesic Class A common stock represents 1,000,000 shares held of record and exercisable options for the purchase of 927,678 shares. (13) Mr. Alberg's ownership of Teledesic Class A common stock includes 118,750 shares held of record and exercisable options for the purchase of 80,000 shares. (14) Mr. Hooper's ownership of Teledesic Class A common stock represents exercisable options for the purchase of 275,000 shares. (15) Mr. Owens' ownership of Teledesic Class A common stock represents exercisable options for the purchase of 310,000 shares. (16) Mr. Ghazvinian's ownership of Teledesic Class A common stock includes 20,000 shares held of record and exercisable options for the purchase of 406,025 shares. (17) Mr. James' ownership of Teledesic Class A common stock represents exercisable options for the purchase of 60,000 shares. (18) Mr. Patterson's ownership of Teledesic Class A common stock includes 154,000 shares held of record and exercisable options for the purchase of 355,834 shares. (19) See notes (1) through (8) and (11) through (18) above. Beneficial ownership of Teledesic Class A common stock by directors and officers as a group also includes exercisable options for an additional 705,085 shares of Teledesic Class A common stock and an additional 44,000 shares of such class of stock held of record. 136 147 PARENT CAPITAL STOCK As a result of the mergers, ITGL stockholders and Teledesic stockholders will become Parent stockholders. Your rights as a Parent stockholder will be governed by Delaware law and Parent's certificate of incorporation and bylaws, as adopted in connection with the merger. The following summarizes the material terms of Parent's capital stock and is qualified in its entirety by reference to the applicable provisions of Delaware law and Parent's certificate of incorporation, certificate of designation, and bylaws, the forms of which are attached as annexes to this document. Upon completion of the New ICO merger, Parent will be authorized to issue 1,125,000,000 shares of common stock, of which 900,000,000 will be designated Class A common stock and 150,000,000 will be designated Class B common stock. Upon completion of the mergers, Parent will be authorized to issue 75,000,000 shares of preferred stock, of which 12,000,000 will be designated Series A Preferred Stock and 20,000,000 will be designated Series B preferred stock. Each of the Series A Preferred Stock and Series B preferred stock will be convertible into shares of Class A common stock. All of the issued and outstanding shares of New ICO capital stock are, and upon the issuance of Parent capital stock in connection with the mergers will be, validly issued, fully paid and nonassessable. Holders of Parent capital stock are not entitled to any preemptive rights under Parent's charter documents. Upon completion of the mergers, the holders of Parent Class A common stock will be entitled to one vote per share and the holders of Parent Class B common stock will be entitled to ten votes per share. In all other respects, Class B common stock will be identical to Class A common stock. Holders of Parent Series A and Series B preferred stock will be entitled to vote on an as converted basis. In general, at a meeting where a quorum is present, a majority of the votes cast will be sufficient to take corporate action. However, under Delaware law, amendment of Parent's certificate of incorporation will require: - approval by the Parent board of directors; - approval by a majority of the outstanding voting power; and - approval by a majority of the outstanding stock of any class entitled to vote as a class. In addition, with some exceptions, under Delaware law, the affirmative vote of a majority of the outstanding shares of Parent's Class A common stock, Class B common stock, Series A preferred stock and Series B preferred stock, voting as a single class, entitled to vote will be required to approve a merger or consolidation or a sale of all or substantially all of Parent's assets. Directors are elected by a plurality of the votes cast and Parent stockholders do not have the right to cumulate their votes in the election of directors. The Parent board will not be classified. Under Delaware law, a quorum is present at a stockholders' meeting if holders of shares, representing a majority of the outstanding voting power of all of a corporation's capital stock are present in person or by proxy. The number of shares required to constitute a quorum may be as low as one-third, however, if specified in the certificate of incorporation or bylaws. ITGL's, New ICO's and Teledesic's bylaws each require a majority for quorum purposes. Parent's bylaws provide the same. On a liquidation, holders of Parent Class A common stock and Class B common stock, as a single class, would be entitled to share proportionally in any assets legally available for distribution after payment of preferential amounts due to preferred stockholders. 137 148 ISSUANCE OF PARENT PREFERRED SHARES IN EXCHANGE FOR TELEDESIC HOLDINGS CAPITAL SHARES Concurrent with the closing of the mergers, the holders of Class A shares of Teledesic Holdings Limited, an entity controlled by Teledesic, will exchange each of their shares for 0.97 shares of Series A or Series B preferred stock of Parent. The Parent preferred stock will be convertible into shares of Parent's Class A common stock, initially at the rate of 0.825. Following this exchange, Parent will have 8,385,002 shares of Series A preferred stock and 14,370,371 shares of Series B preferred stock outstanding. COMPARISON OF RIGHTS OF STOCKHOLDERS OF ITGL, NEW ICO AND TELEDESIC GENERAL This section of the document describes several differences between the rights of holders of ITGL capital stock, New ICO capital stock and Teledesic capital stock and those of holders of Parent's capital stock. Although the description covers the material differences, this summary may not contain all of the information that is important to you. The Delaware General Corporation Law and ITGL's certificate of incorporation and bylaws govern the rights of ITGL's stockholders. The Delaware General Corporation Law and New ICO's certificate of incorporation and bylaws govern the rights of New ICO's stockholders. The Delaware General Corporation Law and Teledesic's certificate of incorporation and bylaws govern the rights of Teledesic's stockholders. The Delaware General Corporation Law and Parent's certificate of incorporation and bylaws will govern the rights of Parent's stockholders after the mergers. NUMBER OF DIRECTORS The ITGL board is composed of between one and twelve directors, as fixed by the ITGL board. The ITGL board now consists of eight directors. The number of directors of the New ICO board shall be fixed by resolution duly adopted from time to time by the New ICO board. The New ICO board now consists of nine directors. The size of the Teledesic board is between three and twelve directors, as determined from time to time by the Teledesic board. The Teledesic board now consists of ten directors. The Parent board is expected to be composed of between three and twenty directors, as fixed by the Parent board. REMOVAL OF DIRECTORS Delaware law provides that directors may be removed by the holders of a majority of the shares then entitled to vote for the election of directors. VACANCIES ON THE BOARD OF DIRECTORS Delaware law provides that, unless a corporation's certificate of incorporation or bylaws provide otherwise, a majority of the directors then in office, although less than a quorum, or a sole remaining director may, fill vacancies and newly created directorships resulting from any increase in the authorized number of directors. Parent's certificate of incorporation will refer to its bylaws, which will provide that a vacancy shall be filled at any time by a majority vote of the directors then in office. None of the other three provides anything different. SHAREHOLDER ACTION BY WRITTEN CONSENT Delaware law provides that, unless otherwise provided in the certificate of incorporation, the stockholders may take any action required or permitted to be taken at any annual or special stockholders' 138 149 meeting without a meeting, without prior notice and without a vote, if a written consent or consents setting forth the action taken is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. The ITGL, New ICO and Teledesic do not, nor will Parent's bylaws, provide otherwise. AMENDMENTS OF CERTIFICATE OF INCORPORATION Delaware law provides that a corporation's certificate of incorporation may be amended upon adoption by the board of directors of a resolution setting forth the proposed amendment and declaring its advisability, followed by the favorable vote of the holders of a majority of the outstanding stock entitled to vote on the amendment. Delaware law also provides that a certificate of incorporation may require a greater vote than would otherwise be required by Delaware law. None of the ITGL or New ICO certificates of incorporation contain supermajority provisions with respect to amendments, nor will Parent's. Teledesic's certificate of incorporation requires the approval of Class C common stock to effect any amendment that would affect the Class C common stock adversely. AMENDMENT OF BYLAWS Under Delaware law, the power to adopt, alter and repeal the bylaws is vested in the stockholders unless the certificate of incorporation vests such power in the directors. Vesting such power in the directors does not divest the stockholders of power to adopt, alter or repeal the bylaws. The ITGL, New ICO and Teledesic certificates of incorporation and bylaws each provide that the Board of Directors shall have the power to adopt, amend, or repeal bylaws except as otherwise provided by law nor will Parent. NOTICE OF STOCKHOLDERS' PROPOSALS/NOMINATIONS OF DIRECTORS Delaware law provides that written notice of any meeting addressing stockholders' proposals and nominations of directors shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. Delaware law provides for an exception to these notice requirements if the person to whom notice must be provides has executed a written waiver of notice prior to the meeting for which notice would be given or if giving such notice would be unlawful. The bylaws of Parent will provide and the bylaws of ITGL, New ICO and Teledesic bylaws all provide that written notice of duly called meetings of the stockholders, stating the place, date, and hour thereof shall be given by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, to each stockholder entitled to vote at least 10 days but not more than 60 days before the date of the meeting, unless a different period is prescribed by law. The notice of the annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall, if any other action which could be taken at a special stockholders' meeting is to be taken at such annual meeting, state the nature of such action. The notice of a special stockholders' meeting shall in all instances state the purpose for which the meeting is called. The bylaws of Parent will provide and the bylaws of ITGL, New ICO and Teledesic provide that the holders of not less than a majority of the issued and outstanding capital stock may request a special meeting. CALLING OF SPECIAL MEETING; STOCKHOLDER ACTION BY WRITTEN CONSENT Delaware law provides that special meetings of stockholders may be called by a corporation's board of directors or by persons authorized by the corporation's certificate of incorporation or bylaws. The ITGL bylaws provide and Parent's bylaws will provide that special meetings of stockholders for any purpose or purposes may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, the President, or the holders of not less than a majority of all votes attributable to the issued and outstanding shares of the ITGL capital stock taken together and not as separate classes. The New ICO bylaws provide that special meetings may be held at any time for any purpose or purposes upon call of the 139 150 Chairman of the Board, the Vice Chairman, or the President or the holders of a majority of the shares entitled to vote at such time and place either within or without the State of Delaware as may be stated in the notice. The Teledesic bylaws provide similarly except that the holders of at least one-tenth of the shares entitled to vote may call the special meeting. Delaware law provides that unless specified to the contrary in the certificate of incorporation, holders of a majority of the shares entitled to vote may take action by consent in lieu of a stockholders' meeting. The certificate of incorporation if ITGL, New ICO and Teledesic do not prohibit such actions and Parent's certificate of incorporation is not expected to prohibit these actions. TRANSACTIONS WITH INTERESTED STOCKHOLDERS The Delaware business combination statute, Section 203 of the Delaware General Corporation Law, with few exceptions, prohibits some business combinations between a corporation and an interested stockholder during the three-year period after the interested stockholder became one. An interested stockholder is one who owns 15% or more of a corporation's voting securities. Section 203(b)(6) of the Delaware General Corporation Law generally relieves a bidder from the restrictions of the business combination statute if the board of directors has approved or not opposed a combination with a competing bidder. The basic policy behind Section 203(b)(6) is that once the board of directors has decided to sell the corporation or a majority of its assets or has approved, or not opposed, a tender or exchange offer for 50% or more of the corporation's outstanding stock, the stockholders of the corporation are benefited by the promotion of bidding contests. Section 203(b)(6) allows a bidder who announces a transaction subsequent to the public announcement of a management-approved transaction and prior to the completion or abandonment of the approved transaction to be free of the requirements of Section 203. Each of ITGL and New ICO has, through its certificate of incorporation, opted out of the applicability of Section 203. Teledesic has not opted out of the applicability of Section 203. Parent will opt out of the applicability of Section 203. LIABILITY OF DIRECTORS Delaware law allows charter documents to eliminate or limit the personal liability of directors. Under Delaware law, however, a corporation's certificate of incorporation may not eliminate or limit the liability of the director: - where a director has breached the duty of loyalty to the corporation or it stockholders; - where a director has engaged in acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; - where a director has engaged in willful or negligent violation of the provisions of the Delaware General Corporation Law regarding payment of dividends or a corporation's purchase or redemption of its own shares of capital stock; or - where the director has derived an improper personal benefit in a transaction. The ITGL, New ICO and Teledesic certificate of incorporation each provides and Parent's certificate of incorporation will provide for the limitation or elimination of liability of directors to the fullest extent permitted by law. INDEMNIFICATION OF DIRECTORS AND OFFICERS Delaware law permits indemnification of present or former directors and officers if they are wholly successful on the merits or otherwise in defending claims brought against them in their capacity as directors. Delaware law also permits indemnification if a present or former director or officer is wholly successful on the merits, or otherwise, as to one or more, but less than all, claims asserted or issues raised in a proceeding. Thus, under Delaware law, these indemnitees may be entitled to partial indemnification even if he or she is found liable for one or more counts of an action if one or more of the other counts is 140 151 dismissed. The ITGL, New ICO and Teledesic certificates of incorporation each provides and Parent's certificate of incorporation will provide for mandatory indemnification to the fullest extent permitted by law of each of their respective present or former directors, officers, employees or agents or fiduciaries of their respective employee benefits plans, as defined by the Employment Retirement Income Security Act of 1974. This indemnity covers all reasonable expenses incurred by that person in connection with any action, suit, or proceeding to which such person is made, or threatened to be made, a party by reason of the fact that the person is or was a director or fiduciary of an employee benefit plan of the corporation or at the its request acted in a similar capacity with regard to any other enterprise. PAYMENT OF DIVIDENDS Under Delaware law, dividends may be paid by a corporation either out of the corporation's excess of net assets over stated capital, or surplus, or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Directors may not declare and pay dividends out of such net profits if the amount of capital of the corporation is less than the aggregate amount of capital represented by the issued and outstanding stock of all classes having preference upon the distribution of assets. 141 152 LEGAL MATTERS The validity of the shares of Parent capital stock to be issued in the mergers, as well as other matters in connection with the mergers, will be passed upon by Davis Wright Tremaine, LLP. Other specified legal matters in connection with the mergers will be passed upon for New ICO by Cadwalader, Wickersham & Taft and for Teledesic by Jones, Day, Reavis & Pogue. EXPERTS The consolidated financial statements of ICO Global Communications (Holdings) Limited as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 included in this joint proxy statement/prospectus have been so included in reliance upon the report of PricewaterhouseCoopers, given on the authority of said firm as experts in accounting and auditing. The consolidated financial statements of Teledesic as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999, the financial statements of New ICO as of and for the period from March 17, 2000 (inception) to May 15, 2000 and the financial statements of ITGL as of and for the period from February 9, 2000 (inception) to May 15, 2000, all have been included in this joint proxy statement/prospectus in reliance upon the reports of Arthur Andersen LLP, independent public accountants, appearing elsewhere in this joint proxy statement/prospectus and upon the authority of said firm as experts in accounting and auditing in giving said reports. OTHER MATTERS As of the date of this document, none of the ITGL board, the New ICO board nor the Teledesic board knows of any matters that will be presented for consideration at the ITGL special stockholders' meeting, the New ICO special stockholders' meeting or the Teledesic special stockholders' meeting other than as described in this document. If any other matters properly come before either of these meetings or any adjournments or postponements of the meetings and are voted upon, the enclosed proxies will be deemed to confer discretionary authority on the individuals named as proxies to vote the shares represented by the proxies as to any of these matters. The persons named as proxies intend to vote or not to vote in accordance with the recommendations of the managements of each of ITGL, New ICO or Teledesic, as applicable. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT TO VOTE ON YOUR MERGER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS DOCUMENT IS DATED . YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE AND NEITHER THE MAILING OF THIS DOCUMENT TO STOCKHOLDERS NOR THE ISSUANCE OF PARENT COMMON STOCK IN THE MERGERS SHALL CREATE ANY IMPLICATION TO THE CONTRARY. WHERE YOU CAN FIND MORE INFORMATION ITGL and New ICO filed a registration statement on Form S-4 to registered with the SEC the New ICO Class A and Class B common stock to be issued to ITGL and Teledesic stockholders in the mergers. This document is a part of that registration statement and constitutes a prospectus of ITGL and New ICO in addition to being a proxy statement of ITGL, New ICO and Teledesic for the special meetings. As allowed by SEC rules, this document does not contain all the information you can find in the registration statement or the exhibits to the registration statement. Copies of the registration statement and its accompanying exhibits, can be read over the internet at the SEC's web site at www.sec.gov. They also may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the regional offices of the SEC located at seven World 142 153 Trade Center, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information regarding the SEC's Washington, D.C. Public Reference Room by calling the SEC at 1-800-732-0330. ITGL has supplied all information contained or incorporated by reference in this document relating to ITGL, New ICO has supplied all information relating to New ICO and Teledesic has supplied all information relating to Teledesic. 143 154 INDEX TO FINANCIAL STATEMENTS
PAGE ---- NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED Report of Independent Public Accountants.................... F-3 Consolidated Balance Sheet as of May 15, 2000 (audited) and June 30, 2000 (unaudited)................................. F-4 Consolidated Statement of Operations for the period from March 17, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited)................................. F-5 Consolidated Statement of Comprehensive Loss for the period from March 17, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited)............................. F-6 Consolidated Statements of Changes in Stockholders' Equity for the period from March 17, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited).............. F-7 Consolidated Statement of Cash Flows for the period from March 17, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited)................................. F-8 Notes to Consolidated Financial Statements.................. F-9 ICO-TELEDESIC GLOBAL LIMITED Report of Independent Public Accountants.................... F-25 Consolidated Balance Sheets as of May 15, 2000 (audited) and June 30, 2000 (unaudited)................................. F-26 Consolidated Statements of Operations for the period from February 9, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited)................................. F-27 Consolidated Statements of Comprehensive Loss for the period from February 9, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited)................... F-28 Statements of Changes in Stockholders' Equity for the period from February 9, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited)................... F-29 Consolidated Statements of Cash Flows for the period from February 9, 2000 (inception) to May 15, 2000 (audited) and June 30, 2000 (unaudited)................................. F-30 Notes to Consolidated Financial Statements.................. F-31 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED Report of Independent Accountants........................... F-50 Consolidated Balance Sheets as of December 31, 1998 and 1999...................................................... F-51 Consolidated Statements of Loss and Comprehensive Loss for the years ended December 31, 1997, 1998, 1999 and since inception................................................. F-52 Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998, 1999 and since inception......... F-53 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 1997, 1998 and 1999...... F-54 Notes to Consolidated Financial Statements.................. F-55 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED Consolidated Balance Sheet (unaudited) as of May 16, 2000... F-85 Consolidated Statements of Loss and Comprehensive Loss (unaudited) for the period from January 1, 2000 to May 16, 2000, the six months ended June 30, 1999 and for the period from inception to May 16, 2000..................... F-86 Consolidated Statements of Cash Flows (unaudited) for the period from January 1, 2000 to May 16, 2000, the six months ended June 30, 1999 and for the period from inception to May 16, 2000................................. F-87 Notes to Consolidated Financial Statements.................. F-88 TELEDESIC CORPORATION Report of Independent Public Accountants.................... F-92 Consolidated Balance Sheets as of December 31, 1998 and 1999 and June 30, 2000......................................... F-93
F-1 155
PAGE ---- Consolidated Statements of Operations for the years ended December 31, 1997, 1998, and 1999 and for the six months ended June 30, 1999 and 2000 and from June 19, 1990 (inception) to June 30, 2000.............................. F-94 Consolidated Statements of Comprehensive Loss for the years ended December 31, 1997, 1998, and 1999 and for the six months ended June 30, 1999 and 2000 and from June 19, 1990 (inception) to June 30, 2000.............................. F-95 Consolidated Statements of Changes in Stockholders' Equity (Deficit) from June 19, 1990 (inception) to June 30, 2000...................................................... F-96 Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1998, and 1999 and for the six months ended June 30, 1999 and 2000 and from June 19, 1990 (inception) to June 30, 2000.............................. F-97 Notes to Consolidated Financial Statements.................. F-98 All statements, amounts and disclosures of Teledesic as of and for the six months ended June 30, 2000 and June 30, 1999 and from June 19, 1990 (inception) to June 30, 2000 are unaudited
F-2 156 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To New ICO Global Communications (Holdings) Limited: We have audited the accompanying balance sheet of New ICO Global Communications (Holdings) Limited (a Delaware corporation in the development stage) as of May 15, 2000, and the related statement of operations, stockholders' equity and cash flows for the period from March 17, 2000 (inception) to May 15, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New ICO Global Communications (Holdings) Limited as of May 15, 2000, and the results of its operations and its cash flows for the period from March 17, 2000 (inception) to May 15, 2000, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP Seattle, Washington August 22, 2000 F-3 157 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ASSETS
MAY 15, JUNE 30, 2000 2000 --------- ------------ (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents................................. $ 1 $ 761,716 Receivables............................................... 1,613 89,496 Prepaid expenses and other current assets................. -- 27,607 ------- ---------- Total current assets.............................. 1,614 878,819 TANGIBLE FIXED ASSETS Property and equipment in service, net.................... -- 2,475 Property under construction............................... -- 942,496 DEPOSITS AND OTHER ASSETS................................... -- 102,242 ------- ---------- Total assets...................................... $ 1,614 $1,926,032 ======= ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable.......................................... $ -- $ 22,243 Accrued expenses.......................................... - 88,077 ------- ---------- Total current liabilities......................... -- 110,320 OTHER LONG TERM DEBT........................................ -- 38,190 ------- ---------- Total liabilities................................. -- 148,510 STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value, 10,000,000 shares authorized, no shares issued and outstanding........... -- -- Class A common stock, $.01 par value, 600,000,000 shares authorized, 222 and 160,000,222 shares issued and outstanding at May 15, 2000 and June 30, 2000, respectively........................................... 4,610 1,520,352 Class B common stock $.01 par value, 60,000,000 shares authorized, no shares and 31,003,382 shares issued and outstanding at May 15, 2000 and June 30, 2000, respectively........................................... -- 275,000 Other comprehensive income................................ -- 1,875 Deficit................................................... (2,996) (19,705) ------- ---------- Total stockholders' equity........................ 1,614 1,777,522 ------- ---------- Total liabilities and stockholders' equity........ $ 1,614 $1,926,032 ======= ==========
The accompanying notes are an integral part of these statements. F-4 158 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
MARCH 17, 2000 MARCH 17, 2000 (INCEPTION) TO (INCEPTION) TO MAY 15, 2000 JUNE 30, 2000 -------------- -------------- (UNAUDITED) OPERATING EXPENSES: General and administrative................................ $ 4,609 $ 26,089 Depreciation.............................................. -- 764 ------- ---------- Total operating loss.............................. 4,609 26,853 INTEREST INCOME, NET........................................ -- (5,332) OTHER INCOME................................................ -- (797) ------- ---------- Loss before income taxes.......................... 4,609 20,724 INCOME TAX BENEFIT.......................................... (1,613) (1,019) ------- ---------- Net loss.......................................... $ 2,996 $ 19,705 ======= ========== BASIC AND DILUTED LOSS PER SHARE............................ $13,495 $ 0.24 ======= ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING........ 222 81,086,563 ==== ==========
The accompanying notes are an integral part of these statements. F-5 159 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS (DOLLARS IN THOUSANDS)
MARCH 17, 2000 MARCH 17, 2000 (INCEPTION) TO (INCEPTION) TO MAY 15, 2000 JUNE 30, 2000 -------------- -------------- (UNAUDITED) NET LOSS.................................................... $2,996 $19,705 OTHER COMPREHENSIVE GAINS: Foreign currency translation adjustments.................. -- (1,875) ------ ------- Comprehensive loss........................................ $2,996 $17,830 ====== =======
The accompanying notes are an integral part of these statements. F-6 160 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (PERIOD FROM MAY 16, 2000 THROUGH JUNE 30, 2000 IS UNAUDITED) (DOLLARS IN THOUSANDS)
COMMON STOCK ------------------------------------- SHARES OUTSTANDING OTHER TOTAL ------------------------ COMPREHENSIVE STOCKHOLDERS' CLASS A CLASS B AMOUNT INCOME DEFICIT EQUITY ----------- ---------- ---------- ------------- -------- ------------- BALANCE AT INCEPTION, March 17, 2000............................ Initial issuance of Class A common stock for cash.................. 222 $ 1 $ 1 Stock-based compensation.......... 4,609 4,609 Net loss for the period from March 17, 2000 (inception) to May 15, 2000............................ $ (2,996) (2,996) ----------- ---------- ---------- ------ -------- ---------- BALANCE, MAY 15, 2000............. 222 -- 4,610 -- (2,996) 1,614 Securities as part of acquisition of Old ICO assets: Issuance of Class A common stock and options to acquire Class A common stock.................. 93,000,000 674,413 674,413 Issuance of Class B common stock......................... 31,003,382 275,000 275,000 Class A common stock committed to distribution partners...... 16,720 16,720 Issuance of Warrants to acquire Class A common stock.......... 120,000 120,000 Stock-based compensation.......... 4,609 4,609 Issuance of Class A common stock for cash........................ 67,000,000 700,000 700,000 Net loss and other comprehensive income for the period from May 16, 2000 to June 30, 2000....... 1,875 (16,709) (14,834) ----------- ---------- ---------- ------ -------- ---------- BALANCE, JUNE 30, 2000 (unaudited)..................... 160,000,222 31,003,382 $1,795,352 $1,875 $(19,705) $1,777,522 =========== ========== ========== ====== ======== ==========
The accompanying notes are an integral part of these statements. F-7 161 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENT OF CASH FLOWS (DOLLARS IN THOUSANDS)
MARCH 17, 2000 MARCH 17, 2000 (INCEPTION) TO (INCEPTION) TO MAY 15, 2000 JUNE 30, 2000 -------------- -------------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss.................................................. $ (2,996) $ (19,705) Adjustments to reconcile net loss to cash used in operating activities: Stock-based compensation............................... 4,609 9,218 Depreciation........................................... -- 764 Unrealized foreign exchange gain....................... -- (185) Proceeds from launch insurance............................ -- 145,000 Other changes in certain assets and liabilities -- Receivables............................................ (1,613) (8,529) Prepaid and other current assets....................... -- 6,903 Accounts payable....................................... -- (10,778) Accrued expenses....................................... -- 9,042 Accrued interest payable............................... -- 569 Other non-current liabilities.......................... -- (224) --------- ---------- Net cash provided by operating activities............ -- 132,075 --------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of net assets of Old ICO net of cash acquired of $57,600............................................. -- (59,974) Investment in tangible property and equipment under construction........................................... -- (356) Investment in tangible property and equipment in service................................................ -- (14) Net investment in deposits and other assets............... -- (9,675) --------- ---------- Net cash used in investing activities................ -- (70,019) --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sales of Class A common stock............... 1 700,001 --------- ---------- Net cash provided by financing activities............ 1 700,001 EFFECT OF FOREIGN CURRENCY TRANSLATION...................... -- (341) --------- ---------- Net increase in cash and cash equivalents............ 1 761,716 CASH AND CASH EQUIVALENTS, beginning of period.............. -- -- --------- ---------- CASH AND CASH EQUIVALENTS, end of period.................... $ 1 $ 761,716 ========= ========== SUPPLEMENTAL DISCLOSURE: Cash paid for interest.................................... $ -- $ -- ========= ========== Cash paid for taxes....................................... $ -- $ 11 ========= ========== SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: The following securities of New ICO arose from the acquisition of Old ICO's net assets: 93,000,000 Class A common shares and options to acquire 56,000,000 Class A common shares issued.............. $ -- $ 674,413 31,003,382 Class B common shares issued................ -- 275,000 1,600,000 Class A common shares committed to distribution partners................................ -- 16,720 50,000,000 Warrants issued to acquire Class A common shares............................................... -- 120,000 --------- ---------- $ -- $1,086,133 ========= ==========
The accompanying notes are an integral part of these statements. F-8 162 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) 1. ORGANIZATION AND BUSINESS The consolidated interim financial statements include the accounts of New ICO Global Communications (Holdings) Limited ("New ICO"), a development stage company and its subsidiaries (collectively referred to as the Corporation). New ICO was incorporated in Delaware on March 17, 2000. New ICO was organized to purchase the net assets of ICO Global Communications (Holdings) Limited ("Old ICO") on its emergence from chapter 11 bankruptcy and engage in a program which is expected to secure the additional funding required to complete the ICO communications system (the "ICO Network"). This may include additional equity, high yield debt, bank credit facilities and vendor financing. New ICO expects to offer global data and voice telecommunications services from both fixed and mobile locations worldwide. As discussed in Note 2, New ICO acquired the net assets of Old ICO on May 17, 2000. The Corporation plans to assemble the global telecommunications networks, distribution capabilities and operations systems required to be a leading provider of global data and enhanced voice services. The Corporation is developing and commercializing a medium earth orbit, MEO, satellite-based global communications service. The ICO Network will be a fully integrated end-to-end system consisting of a space segment and ground network (the "ICONET"). The ICO Network is designed to offer high-quality wireless voice telephony and data services virtually anywhere in the world. The service offered will be complementary to terrestrial fixed and mobile services, with which it will interconnect, and will allow customers to roam across terrestrial fixed and mobile networks around the world. The Corporation does not expect to commence commercial operations of the ICO Network until 2003. 2. CREATION OF NEW ICO AND ACQUISITION OF OLD ICO ASSETS New ICO was established in accordance with the terms of a definitive agreement ("the Agreement") dated February 4, 2000 between Eagle River Investments LLC and Old ICO in contemplation of the emergence of Old ICO from bankruptcy. During the period from March 17, 2000 (inception of New ICO) and May 16, 2000, New ICO was wholly owned by ICO-Teledesic Global Limited ("ITGL"). As required by the Agreement, a private placement offering of 67 million Class A shares of common stock in New ICO was concluded on May 17, 2000. On that date, offering proceeds of $700 million were deposited with New ICO to facilitate its acquisition of the net assets of Old ICO and continue the development of the ICO Network. This offering included $577.1 million from ITGL. New ICO acquired the net assets of Old ICO on May 17, 2000 for a total purchase price of $1,203.7 million, comprising common stock, warrants and options in New ICO with an aggregate fair value of $1,086.1 million and cash of $117.6 million as outlined below: - Between February 9 and May 16, 2000, ITGL advanced Old ICO an aggregate $275 million under a Debtor-in-Possession (DIP) credit agreement, and Eagle River and several unrelated investors advanced an aggregate $225 million to Old ICO under another DIP facility. - On May 17, 2000 as New ICO acquired the net assets of Old ICO, ITGL's DIP advances of $275 million were converted into 31 million shares of Class B common stock in New ICO. Holders of Class B common stock are entitled to ten votes per share. - Also on May 17, 2000, the other DIP advances of $225 million were converted into 50 million shares of Class A common stock in New ICO, an option to purchase 16 million Class A shares of New ICO at $10.45 per share exercisable over a five year term commencing May 16, 2000, and an option to purchase 40 million Class A shares of New ICO at $12.50 per share exercisable for a two year term commencing May 16, 2003. Holders of Class A common stock are entitled to one vote per share. F-9 163 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) - A further 43 million Class A common shares of New ICO were issued to former creditors and shareholders of Old ICO as part of the purchase consideration for the net assets of Old ICO. - The former creditors of Old ICO received 20 million warrants to acquire Class A common shares of New ICO at $30 per share exercisable for a six year period commencing May 16, 2000 and the former equity stakeholders of Old ICO also received 30 million warrants to acquire Class A common shares of New ICO at $45 per share exercisable for a six year term commencing May 16, 2000. The aggregate value of these warrants was recorded at $120 million. The Company is in the process of refining this calculation. - A group of Old ICO distribution partners will receive 1.6 million shares of Class A common stock of New ICO valued at $16.7 million. All of the share numbers have been adjusted to reflect the New ICO 1-for-1 stock dividend on July 24, 2000. A summary of the total cost of acquisition of the Old ICO net assets follows:
(IN MILLIONS) Class B common shares of New ICO issued for DIP financing by ITGL...................................................... $ 275.0 Class A common shares of New ICO issued and options granted to acquire New ICO Class A common shares for DIP financing................................................. 225.0 Class A common shares of New ICO issued to former creditors and shareholders of Old ICO............................... 449.4 Warrants to acquire shares of New ICO Class A common stock issued to former creditors and shareholders of Old ICO.... 120.0 Distributor shares of Class A common stock.................. 16.7 -------- 1,086.1 Cash given to Old ICO....................................... 117.6 -------- Total cost of net assets acquired from Old ICO......... $1,203.7 ========
New ICO's cash cost to acquire the net assets of Old ICO is summarized as follows:
(IN MILLIONS) Cash given to Old ICO....................................... $117.6 Less cash acquired from Old ICO............................. (57.6) ------ Cash cost of acquisition of Old ICO....................... $ 60.0 ======
ITGL continues to maintain a controlling interest in New ICO after the New ICO Class A common share offering and the New ICO equity issues related to the acquisition of the Old ICO net assets. The acquisition of Old ICO's assets has been accounted for using the purchase method of accounting. Accordingly, the total cost has been preliminarily allocated to the assets purchased and the liabilities assumed based upon the respective fair values at the date of acquisition. The aggregate fair values at the date of acquisition exceeded the purchase price by $1,585 million. In accordance with APB 16, the negative goodwill generated has been used to proportionately reduce the carrying values of non-current assets acquired. This resulted in the carrying value of property under construction being reduced by $1,016 million for space segment assets and $554 million for ground segment assets. The Corporation is still completing the calculation of the final purchase price and its allocation. F-10 164 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) The following unaudited pro forma information presents a summary of the combined results of operations on New ICO and Old ICO as if the acquisition had occurred on January 1, 1999:
SIX MONTHS ENDED YEAR ENDED JUNE 30, DECEMBER 31, 1999 2000 ------------------ ----------------- (IN MILLIONS EXCEPT PER SHARE AMOUNTS) Revenues............................................ $ 0.0 $ 0.0 Operating expense................................... $ 124.7 $ 52.2 Net loss............................................ $ 108.2 $ 47.7 Loss per share...................................... $ 0.57 $ 0.25
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated interim financial statements of New ICO include the operations of New ICO from March 17, 2000 (inception) and the operations of the subsidiary companies of New ICO from May 17, 2000, date of acquisition, through June 30, 2000. These consolidated interim financial statements include 100% of the assets, liabilities and results of operations of subsidiaries, all of which are wholly owed. All significant inter-company accounts and transactions have been eliminated. All information in these financial statements is in United States Dollars unless otherwise stated. These financial statements have been prepared in accordance with United States generally accepted accounting principles. In the opinion of management, the accompanying unaudited consolidated interim financial statements reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the financial position of the Corporation as of June 30, 2000, and the results of its operations and cash flows for the period from March 17, 2000 (inception) through June 30, 2000. These consolidated interim financial statements are unaudited, and do not include all related footnote disclosures that would be necessary in year end audited financial statements. The results of operations for the period from March 17, 2000 (inception) through June 30, 2000 are not necessarily indicative of the results of operations expected in the future. The audited consolidated financial statements as of and for the period ended May 15, 2000, have been included to comply with SEC Rule 3-01 which requires audited financial statements within a period no more than 135 days prior to the initial filing of the registration statement. Development Stage Corporation The Corporation is a development-stage corporation as defined in Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises," and will continue to be so until it commences commercial operations of the ICO Network. Future operating results will be subject to significant business, economic, regulatory, technical and competitive uncertainties and contingencies. The development of the components of the ICO Network is a complex undertaking and there can be no assurance that cost overruns or a delay in deployment of the ICO Network will not occur. Depending on their extent and timing, these factors, individually or in the aggregate, could have an adverse effect on the Corporation. F-11 165 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Cash and Cash Equivalents Cash equivalents consist of highly liquid, short-term investments with a maturity of three months or less when purchased but exclude restricted cash deposits. The Corporation places its excess cash in high credit quality financial institutions. Marketable Securities Marketable securities are classified as available-for-sale under Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." As such, the Corporation's marketable securities are stated at fair value, with unrealized gains and losses reported as a component of other comprehensive income (loss). Dividend and interest income (expense). The cost of securities sold is based on the specific identification method. Tangible fixed assets Property and equipment in service: Property and equipment in service is recorded at cost. This comprises leasehold improvements, furnishings, office equipment and computer equipment. Property under construction: Property under construction includes all costs incurred in the design, manufacture, test and launch of twelve satellites ("space segment") and the satellite access nodes, tracking and telemetry, network management and other communications equipment that comprise third-party construction and engineering costs but also include certain internal engineering costs directly attributable to the design and construction of the ICO Network and for management and control of external production, plus interest expense that has been capitalized in relation to the construction of the assets. ICO network costs will be classified as "property and equipment in service" and depreciated when they become operational and are placed in service following the commencement of commercial operations. Only the costs of constructing successfully deployed satellites will be transferred to "property and equipment in service"; any losses resulting from unsuccessful launches or satellite failures are recognized as incurred, with any insurance proceeds related to such losses recorded concurrently. Impairment: The Corporation reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets might not be recoverable in accordance with the provisions of Statement of Financial Accounting Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". In general, this statement requires recognition of an impairment loss when the sum of undiscounted expected future cash flow is less than the carrying amount of such assets. The measurement for such impairment loss is then based on the fair value of the asset. Following the acquisition of the assets of Old ICO, the carrying value of property under construction was reduced by $1.6 billion to reflect the allocation of negative goodwill to non-current assets. Depreciation: Leasehold improvements are depreciated over the shorter of the lease term and the assets estimated useful life on a straight-line basis. Other in-service assets are depreciated over their estimated useful lives (3 years) on a straight-line basis. Property under construction will be depreciated when placed in service following the commencement of commercial operations by the Corporation. It is anticipated that satellites will be depreciated on an ass-by-asset basis over their remaining estimated useful lives at commencement of commercial mobile satellite service operations, a period of between 10 and 12 years. F-12 166 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) The remaining ICO Network assets will be depreciated over their remaining estimated useful lives at the commencement of commercial mobile satellite services operations, generally a period of between 2 and 10 years, with certain longer-life assets, such as buildings, being depreciated over lives of up to 40 years. Deposits and other assets Deposits and other assets consist primarily of advances on long-term contracts for space and ground operations and are carried at cost. Foreign currency transactions and translation The functional currency for the Corporation's operations is United States dollars. The Corporation translates its subsidiary activity at the average exchange rate prevailing during the period. Assets and liabilities denominated in foreign currencies are restated at the exchange rates prevailing at the balance sheet date. Exchange differences arising on the translation of assets and liabilities are recorded as a component of stockholder's equity. Transaction gains and losses on foreign currency balances are recorded in the consolidated statements of comprehensive loss. The net transaction gains included in the loss for the period from March 17, 2000 (inception) through June 30, 2000 were $0.8 million. No such loss was incurred prior to May 15, 2000. Comprehensive Loss The Corporation discloses Comprehensive Loss in accordance with SFAS No. 130, "Reporting Comprehensive Income". This statement established rules for the reporting of comprehensive loss and its components. Comprehensive loss consists of net loss, foreign currency translation adjustments, and unrealized gains and losses on marketable securities available-for-sale and is presented as a separate consolidated statement of comprehensive loss. Stock-Based Compensation The Corporation has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) and applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its employee stock-based compensation plans. Research and Development Research and development costs are expensed as incurred. Income Taxes The Corporation accounts for income taxes using the asset and liability method under SFAS No. 109, "Accounting for Income Taxes." Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Loss Per Share The Corporation calculates loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings per Share". Basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per F-13 167 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) share is computed by dividing net loss by dilutive potential shares of common stock. Dilutive potential shares of common stock are calculated in accordance with the treasury stock method which assumes that proceeds from the exercise of all options and warrants are used to repurchase shares of common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. There are no potentially dilutive shares outstanding at May 15, 2000 or June 30, 2000. Capitalized interest Interest costs relating to debt incurred during the construction of the ICO Network are capitalized. Total interest costs incurred and capitalized for the period from March 17, 2000 (inception) through June 30, 2000 were $0.6 million. No interest was capitalized prior to May 15, 2000. Forward contracts Unrealized gains and losses related to forward contracts are deferred and included in the measurement of the related transaction, when the hedged transaction occurs. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Estimates are used when accounting for depreciation, taxes and contingencies, among others. Actual results could differ from those estimates. Recently issued accounting standards In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as a part of hedge transaction and, if it is, the type of hedge transaction. This statement is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. We are currently reviewing the impact of this statement on its financial statements and results of operations. In December 1999, the Staff of the Securities and Exchange Commission released Staff Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial Statements." This pronouncement summarized certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition. We are required to adopt SAB 101 for the year ended December 31, 2000. We believe our revenue recognition practices are in conformity with the guidelines in SAB 101. In March 2000, the FASB released FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," which provides clarification of Opinion 25 for certain issues such as the determination of an employee, the criteria for determining whether a plan qualifies as a non-compensatory plan, the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and the accounting for an exchange of stock compensation awards in a business combination. We believe that our practices are in conformity with this guidance, and therefore Interpretation No. 44 will have no impact on our financial statements. F-14 168 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) 4. RECEIVABLES
AS OF MAY 15, AS OF JUNE 30, 2000 2000 ------------- -------------- (IN THOUSANDS) Insurance proceeds receivable............................... $ -- $80,000 Income taxes................................................ 1,613 1,361 Other....................................................... -- 8,135 ------ ------- Total receivables................................. $1,613 $89,496 ====== =======
The carrying values of all categories of current assets approximate fair value. 5. TANGIBLE FIXED ASSETS
AS OF MAY 15, AS OF JUNE 30, 2000 2000 ------------- -------------- (IN THOUSANDS) Property and equipment in service Office equipment, furniture and leasehold improvements at cost.............................................. $-- $ 3,239 Less: accumulated depreciation.......................... -- (764) --- -------- Total property and equipment in service, net.... -- $ 2,475 --- -------- Property under construction Space segment........................................... -- $598,060 Ground segment including ICONET......................... -- 344,436 --- -------- Total property under construction, at cost...... $-- $942,496 --- --------
Property under construction at June 30, 2000 also included land at cost of $2.6 million and buildings not yet placed in service at cost of $2.5 million. 6. DEPOSITS AND OTHER ASSETS
AS OF MAY 15, AS OF JUNE 30, 2000 2000 ------------- -------------- (IN THOUSANDS) Advances on long-term contracts........................... $-- $ 97,730 Other..................................................... -- 4,512 --- -------- Total deposits and other assets................. $-- $102,242 --- --------
7. ACCRUED EXPENSES
AS OF MAY 15, AS OF JUNE 30, 2000 2000 ------------- -------------- (IN THOUSANDS) Long term contract accruals............................... $-- $ 66,873 Accrued payroll and employee benefits..................... -- 3,937 Accrued interest.......................................... -- 1,138 Accrued income taxes...................................... -- 4,429 Other..................................................... -- 11,700 --- -------- Total accrued expenses.......................... $-- $ 88,077 --- --------
The carrying values of all categories of accounts payable and accrued expenses approximate fair value. F-15 169 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) 8. RELATED PARTIES The Corporation considers related parties to be its principal shareholders and their affiliates. The Corporation entered into the acquisition of the net assets of Old ICO with its principal shareholder and its affiliate as described in Note 2. The Corporation has not entered into any material transactions with its Directors or Executive Officers. 9. OTHER LONG TERM DEBT At June 30, 2000, the Corporation had an operator credit facility of $38.2 million relating to the acquisition of ICONET assets for the South African satellite access node ("SAN"). The facility matures on March 31, 2010 and has an associated interest rate of 11.5%. 10. STOCKHOLDERS' EQUITY New ICO has two classes of common stock -- Class A and Class B. The rights of the Class A and Class B holders are identical, except with respect to voting and conversion rights. Holders of Class A shares are entitled to one vote per share. Holders of Class B shares are entitled to ten votes per share. Each Class B share is convertible into one Class A share at the holder's option. Additionally, each Class B share will automatically convert into one Class A share if the holder transfers the Class B share except in limited circumstances as governed by the stockholders' agreement. In October 1999, a principal stockholder of both ITGL, New ICO and Teledesic entered into an agreement with an executive of Teledesic. Pursuant to this agreement, the executive received the right to put certain shares of Teledesic the executive owned or had fully vested exercisable options to purchase, to the Stockholder. In return for the right, which vests in four equal tranches, the executive had to perform certain services, primarily related to New ICO's purchasing of Old ICO's assets out of chapter 11 bankruptcy proceedings, as defined in the agreement. During this time the executive devoted substantially all of his efforts to these services to New ICO. The put price was $18.50 per share and the Executive had an average exercise price of $0.06 per share, resulting in $18.4 million of compensation expense. Pursuant to SEC Staff Accounting Bulletin No. 79, the first tranche of $4.6 million vested prior to the formation of New ICO and was recorded by Teledesic while the remaining tranches were, or will be, recorded by New ICO, as New ICO is the entity receiving the principal benefit after its formation. The second tranche was earned and recorded by May 15, 2000, the third tranche was earned and recorded by June 30, 2000 and the final tranche will be recorded when it is earned, which is expected to be in late 2000. As ITGL's business plan differs significantly from Old ICO's original business plan, ITGL plans to enter into new distribution, interconnection and SAN operator arrangements. To facilitate obtaining such new arrangements, on or prior to June 30, 2001, up to an aggregate 9 million New ICO Class A shares will be issued. Each Old ICO distribution partner that entered into a memorandum of agreement ("Distribution MOA") prior to May 17, 2000 which agreed to terminate any existing pre-launch agreement and set forth a basis, if any, upon which the parties agreed to enter into non-binding negotiations for a distribution agreement consistent with New ICO's strategy was entitled to receive 50,000 New ICO Class A shares. Prior to May 17, 2000, 32 Old ICO distribution partners had entered into Distribution MOA's and were therefore entitled to 50,000 New ICO Class A shares each, with an estimated fair value of $10.45 per shares. The resulting charge of $16.7 million has been included in the purchase price of the Old ICO net assets. F-16 170 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Each Old ICO distribution partner that then enters into a definitive binding distribution agreement with New ICO prior to June 30, 2001 will, in addition, receive 150,000 New ICO Class A shares. Old ICO distribution partners that had not previously signed a Distribution MOA but do enter a definitive binding distribution agreement with New ICO prior to June 30, 2001 will be entitled to receive 100,000 New ICO Class A shares. Parties who enter into modifications to, or who enter into new, SAN operations and maintenance, interconnection and related agreements with New ICO will also qualify to receive New ICO Class A shares, the terms and conditions to be determined by New ICO. The fair value at date of issue of shares to distributors will be amortized as a cost of sales over the distribution agreement term. In the event any of the 9 million shares have not been issued by June 30, 2001, they will become adjustment shares available for distribution to the creditors of Old ICO. If issued these shares will be recorded as purchase price at their fair value upon issuance in 2001. At June 30, 2000 no definitive binding distribution agreements or modifications to SAN operations and maintenance, interconnection or related agreements had been finalized. All share amounts above have been adjusted for New ICO's 1-for-1 stock dividend on July 24, 2000. 11. INCOME TAXES
FOR THE PERIOD FROM INCEPTION TO: ---------------------------------- MAY 15, 2000 JUNE 30, 2000 --------------- --------------- (IN THOUSANDS) (IN THOUSANDS) Non-recoverable foreign taxation............................ $ -- $ 342 Income taxes recoverable.................................... (1,613) (1,361) ------- ------- Net recovery for income taxes..................... $(1,613) $(1,019) ======= =======
The tax basis of the tangible assets acquired from Old ICO at May 17, 2000, as described in Note 2, exceeds New ICO's cost by $1,585 million. However, no deferred tax asset has been recorded because these tangible assets are domiciled in a tax haven jurisdiction. 12. LEASE COMMITMENTS The Corporation leases office space under rental agreements accounted for as operating leases. The total rent expense under operating leases was approximately $0.4 million for the period from March 17, 2000 (inception) through June 30, 2000. At June 30, 2000 the scheduled minimum future lease payments under non-cancelable operating leases were as follows:
(IN THOUSANDS) July 1, 2000 through December 31, 2000....... $ 1,342 2001......................................... 2,548 2002......................................... 2,616 2003......................................... 2,628 2004......................................... 2,809 2005......................................... 1,627 After 2005................................... -- ------- $13,570 -------
F-17 171 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) 13. COMMITMENTS AND CONTINGENCIES In connection with the development of the ICO Network, the Corporation has assumed certain contracts with manufacturers and service providers for, among other things, satellite equipment, satellite launch services and construction of the ICONET from Old ICO. All payments made by the Corporation in respect of its principal contracts are recorded as "Tangible fixed assets: Property under construction", except for certain payments in advance which are included in "Deposits and other assets". Following Old ICO's petition for protection under Chapter 11, its management entered into discussions with certain vendors concerning re-negotiation of the terms of various contracts, including some of the contracts described below. The management of the Corporation is continuing these negotiations. Space Segment Contracts The Corporation has entered into two agreements with Hughes: the Satellite Contract and the Launch Services Contract, which are fixed-price contracts comprising substantially all of the Corporation's investment in the space segment of the ICO Network. Satellite Contract Under the terms of the agreement between Hughes Electronic Corporation and its subsidiary Hughes Space and Communications International Inc. ("Hughes") and ICO Global Communications (Operations) Limited ("Operations") ("the Satellite Contract"), Hughes has agreed to design, develop, manufacture, test and deliver twelve satellites and associated telemetry, tracking and control ("TT&C") equipment for a total cost of approximately $1.4 billion according to a delivery schedule set forth in the Satellite Contract. The delivery schedule in the Satellite Contract was initially modified in 1999 following Operations' petition for protection under Chapter 11, to reflect stipulations and agreements ("the stipulations") between Operations and Hughes as approved by the United States Bankruptcy Court. It is expected that the schedule will be further modified as part of the amendment to the Satellite Contract described below. The Satellite Contract was assumed following Old ICO's emergence from bankruptcy. Title to and risk of loss of a satellite will pass from Hughes to Operations at the time of launch of each satellite or upon expiration of a five-year warranty period, whichever is earlier. Under certain circumstances, Hughes will reacquire risk of loss to a satellite if a launch attempt is terminated prior to lift-off. With certain exceptions, Hughes is responsible for securing all licenses, approvals and consents as may be required for performance of the Satellite Contract. Operations is obligated to pay for the services provided under the Satellite Contract in progress payments according to a milestone payment plan, as amended by the stipulations, with payments due 15 days after completion of the applicable milestone. In July 1999, Hughes and Operations entered into an agreement whereby Hughes agreed to defer milestone payments totaling $61.6 million due for payment July through September until September 15, 1999. This amount was settled after Old ICO's emergence from bankruptcy on May 17, 2000 together with administrative claims for the post petition period. The total cure payment was $77.3 million. As of June 30, 2000 $1,142.8 million had been paid to Hughes in respect of this contract. The contract also provides in specific instances for incentive payments to be earned by Hughes in addition to the agreed contract price. Subject to certain exceptions, the Corporation bears the risk (including additional costs, if any) resulting from excusable delays under the Satellite Contract, as well as risk of loss for satellites once placed in orbit. An excusable delay is a delay in performance caused by any event which is beyond the reasonable control and without the fault or negligence of Hughes and its affiliates, subcontractors and F-18 172 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) agents. There can be no assurance that events constituting excusable delays will not arise or, if any event constituting excusable delay does arise, that it will be resolved on terms that are not materially adverse to the Corporation. The Satellite Contract may be terminated for convenience and upon the occurrence of certain events of default. If the Satellite Contract is terminated by the Corporation for convenience or is terminated by Hughes because of a Corporation default, the Corporation is obligated to pay for the cost of all work performed by Hughes up to the date of the termination, and to pay for costs associated with the termination, all non-refundable pre-payments and certain profits and other amounts for uncompleted work. If Hughes defaults on the entire Satellite Contract, all payments made thereunder are refundable and no further payments are due by the Corporation. If Hughes defaults on the Satellite Contract in part, the contract price is reduced by the price of the work in respect of which Hughes has defaulted. In this case, Hughes is also obligated to make a payment to the Corporation for the amount in excess of the costs of reprocurement of the work in respect of which Hughes has defaulted, up to a maximum of 40% of the value of that defaulted-upon work. In the event of default by Hughes under the Satellite Contract, there can be no assurance that the Corporation will be able to find a substitute provider in a timely manner or on economically acceptable terms. Hughes agrees to indemnify the Corporation for claims of infringement of any intellectual property rights arising under the Satellite Contract. The Corporation agrees to indemnify Hughes for claims based on the allegation that the Hughes satellites, as components of a larger system, infringe any intellectual property rights. Subject to certain qualifications, each party will indemnify the other for claims for damage to property or personal injury based upon any occurrence prior to the arrival of a satellite at the launch site, to the extent caused by a negligent act or omission by that party. The Corporation shall indemnify Hughes against all third party claims based upon occurrences after a launch attempt. Under the terms of the Satellite Contract, the maximum aggregate liquidated damages payments by Hughes for late delivery are $100 million. Of the total cost of $1.4 billion, approximately $135 million is classified as satellite performance payments which may be reduced in amount for less than satisfactory satellite operation, to be determined in accordance with the satellite technical specifications. Neither party has liability, whether in tort, contract or otherwise, for special, consequential or punitive damages, including economic loss or loss of profit, arising from breach of the Satellite Contract. The Satellite Contract includes an option pursuant to which the Corporation may direct Hughes to manufacture, test, deliver and provide launch services for a thirteenth satellite and further satellites. The Corporation has renegotiated certain terms of the Satellite Contract with Hughes, including a modification of the satellite design to mitigate the effects of certain troposcatter and radar interference conditions, a right to purchase additional satellites, and a modification to the liquidated damages and performance incentives. A Memorandum of Agreement between Hughes and Operations setting out the negotiated terms was approved by the Court and effective following the Debtor's exit from Chapter 11. The parties are close to agreeing to an amendment to the satellite contract to reflect these re-negotiated terms and the order of additional spacecraft. Launch Services Contract Under the terms of a launch services supply and management contract between ICO Global Communications (Operations) Limited and Hughes ("the Launch Services Contract"), Hughes has agreed to provide launch services to the Corporation for a total consideration of approximately $949.5 million. This contract was assumed following Old ICO's emergence from bankruptcy. Under the Launch Services Contract, Hughes is to effect the supply of launch services and the overall management F-19 173 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) of launch service agreements for launch of twelve satellites. Launch services are to be provided pursuant to long-term agreements between Hughes and Lockheed Martin Commercial Launch Services, Lockheed Krunichev-Energia International, McDonnell Douglas Corporation (now The Boeing Company) and Sea Launch Limited Partnership. Hughes is responsible for day-to-day management activities related to the procurement of launch services and for monitoring all work in progress. The Launch Services Contract provides that Hughes shall secure all permits, licenses, approvals and consents as may be required to effect the provision and scheduling of the launch of each satellite with the relevant launch provider and, as may be required, for the provision of each relevant launch service. The Launch Services Contract provides that the Corporation is obligated to pay for the foregoing services according to a milestone payment plan, as amended by the stipulations. The payments are to be made 15 days after the occurrence of applicable milestones. Under the stipulations, Operations agreed to pay $80 million to Hughes during the period November 1, 1999 to April 30, 2000 and as of June 30, 2000, aggregate payments to Hughes of $635.1 million or 67% of the contract value had been made. The Corporation is responsible for any amount payable by Hughes to a launch service provider to effect a substitution, acceleration or postponement of a launch service at the Corporation's request. There is no provision for excusable delay in the Launch Services Contract. If excusable delay occurs in the Satellite Contract and, as a result, the late delivery of a satellite causes a delay in the Launch Services Contract, the Launch Services Contract provides that there may be an equitable adjustment to the time for the performance of the affected obligations thereunder. There can be no assurance that the Corporation will not be delayed in its launch timetable due to the failure of Hughes to deliver satellites on a timely basis or for other reasons. Among other things, the breach by Hughes of a material term of the Launch Services Contract, the Satellite Contract or a launch service agreement which causes any launch service to be terminated, or default by the relevant launch service provider, shall constitute an event of default by Hughes under the Launch Services Contract. The Corporation has the right to direct Hughes to terminate any launch service in the event of default by the relevant launch service provider, in which case the Corporation is entitled to receive a refund of payments made for that launch service and reimbursement for reprocurement fees up to $10 million. Failure by the Corporation to make any payment, termination of the Satellite Contract for any reason other than default by Hughes, or termination by a launch service provider because of the Corporation's failure to make payment, among other things, constitute events of default by the Corporation under the Launch Services Contract. In the event of default by Hughes under the Launch Services Contract, there can be no assurance that the Corporation will be able to procure replacement services in a timely manner or on economically acceptable terms. Subject to certain qualifications, with respect to each launch, each party under the Launch Services Contract will indemnify the other for claims for damages to property or personal injury based upon any occurrence prior to arrival of a satellite at the launch site, to the extent caused by a negligent act or omission of that party. The Corporation shall indemnify Hughes against all third party claims based upon occurrences after a launch attempt or arising from any misrepresentation by the Corporation in connection with the Launch Services Contract. The Launch Services Contract provides that Hughes shall not be liable to the Corporation for any payment which originates from a launch service provider, including the refund of payments associated with a terminated launch, until Hughes has received the corresponding payment from the relevant launch service provider. Neither party to the Launch Services Contract is liable to the other under any theory of F-20 174 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) contract, tort or other legal or equitable remedy for special, punitive or consequential damages, including, but not limited to, lost revenues or economic loss. The Corporation may terminate a launch service at its option, in which case it shall be liable to Hughes for an amount up to 101% of the value of the launch service plus up to $2.3 million, depending on when the termination occurs. The Corporation bears the risk of loss for any satellite launched under the Launch Services Contract. In a Memorandum of Agreement signed by Hughes and Operations and approved by the bankruptcy court, the parties made certain modifications and additions to the launch contract relating to management of the launch providers. The parties have continued to have discussions between themselves and with launch providers about potential changes to the existing launch manifest. ICONET Supply Contract ICO Global Communications (Operations) Limited entered into a supply agreement for the ICONET ("the ICONET Supply Contract") with NEC Corporation of Japan ("NEC") as prime contractor relating to the design, manufacture, construction, delivery, installation, integration and testing of the ICONET ground facilities together with a demonstration of the functioning of the ICO Network as a whole. The ICONET Supply Contract was subsequently assigned by these parties to ICO Global Communications Holdings BV and a group of companies led by NEC (including Hughes Network Systems and Ericsson Telecommunications Limited)("ICONET Suppliers") respectively and assumed by New ICO following Old ICO's emergence from bankruptcy. As of June 30, 2000 the contract price was approximately $759.8 million, plus a further sum of approximately $21.5 million in respect of freight and insurance, to be paid in installments that are time-based and according to certain milestones set forth in the ICONET Supply Contract. The payment schedule was amended during the year ended December 31, 1999 when, following Holdings' and Holding BV's petitions for protection under Chapter 11, it was changed to reflect the stipulation between the Debtors and NEC approved by the Court. Under the terms of the stipulation, Holdings BV agreed to pay NEC $97.2 million of the contract value during the period November 1, 1999 through April 30, 2000. This amount was settled after Old ICO's emergence from bankruptcy on May 17, 2000 together with administrative claims for the post petition period. The total cure payment was $100.9 million. Aggregate payments under the ICONET Supply Contract of $605.5 million, or 80% of the contract value had been made by June 30, 2000. NEC leads a group of companies, including Hughes Network Systems (HNS) and Ericsson Telecommunications Limted (Ericsson) (collectively "ICONET Suppliers"), that are responsible for various aspects of the ICONET ground facilities. NEC is responsible for supplying radio-frequency terminals, network management systems and, at the Company's option and for additional cost, system integration. Hughes is responsible for the supply of the satellite base station systems and Ericsson is responsible for the mobile switching centers, including registers, inter-working functions, and messaging and legal interception platforms. The Corporation is responsible for importation formalities and for securing government authorizations relating to civil works at the sites of the ICONET ground facilities. Subject to certain qualifications, NEC grants or procures to grant to the Corporation worldwide, non-exclusive, paid up licenses to use the intellectual property of the ICONET Suppliers used in the items delivered under the ICONET Supply Contract. The ICONET Supply Contract is structured so that the Corporation makes installment payments that are both time-based and related to progress achievements that NEC makes in design, manufacture, installation and testing of the various subsystems and of the integrated ground system. New ICO Global F-21 175 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Communications (Holdings) Limited has agreed in a separate letter to guarantee all financial obligations owing to NEC from ICO Global Communications Holdings BV under the ICONET Supply Contract. In addition to the normal termination provisions, the Corporation has the right to terminate the ICONET Supply Contract if the ICONET Suppliers are not progressing the work satisfactorily as measured against established milestones, and the ICONET Suppliers may terminate the contract only if amounts owed for work completed or disputed above certain amounts are unpaid by the Corporation. The Corporation also has the right to terminate the ICONET Supply Contract for convenience. In the event of the Corporation's termination for cause, the ICONET Suppliers must provide, in addition to delivery of all works performed to date, the right to all intellectual property related to the ICONET Supply Contract to allow ICO to complete the ICONET ground facilities. In the event of the Corporation's termination for convenience, the Corporation is required to pay the cost of terminating orders and subcontractors in addition to the ICONET Suppliers' direct costs incurred to the date of termination plus a 22% mark-up. In the event the ICONET Suppliers terminate for cause, they must deliver all works for which the Corporation has paid. Liquidated damages of up to 10% of the value of the ICONET Supply Contract apply if the ICONET Suppliers miss the target dates set forth in the contract by more than 30 days. Under the ICONET Supply Contract, the Corporation indemnifies the ICONET Suppliers against any claim based on the infringement of certain intellectual property rights in relation to the agreement. The ICONET Suppliers indemnify the Company and the other ICONET Suppliers against all other claims based on the infringement of intellectual property rights in relation to the agreement, up to an amount not to exceed $75 million, with an overall cap for the ICONET Suppliers for all causes, except third party property damage and death or bodily injury, of 31% of the contract price. The ICONET Supply Contract also provides that a bonus of $25 million will be paid to the ICONET Suppliers if they achieve certain milestones on or before a specific date. Two Memorandum of Agreements between NEC and Holdings BV setting out proposed revised contract terms, effective on the Debtors exit from Chapter 11, have been approved by the Court. The revised contract terms relate to improving the voice quality of the system and adding data capability as detailed herein. Other contracts In addition to the principal contracts described herein, CSC Computer Sciences Limited has been contracted by the Corporation to develop the Business Operations Support Systems. A number of the Corporation's contracts with third party suppliers contain provisions for incentive and bonus payments. If such payments are made under these contracts, the amounts will be capitalized and included within the cost of the assets. The Corporation has entered into operating agreements with operators of 10 of its 12 SAN sites. The SANs will be constructed and operated under SAN agreements that provide for the installation, licensing, financing, operation and maintenance of each SAN. Each SAN operator will also provide interconnection of the ICONET to the public switched network in the country in which the SAN is located and via the international switching facilities in that country to neighboring countries. F-22 176 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) 14. EMPLOYEE BENEFITS Pension and health care arrangements The Corporation has established group personal pension arrangements for staff under a defined contribution scheme and makes contributions, which vary according to age. The Corporation has also established insured arrangements to cover death in service, long-term disability, personal accident and medical benefits. The expense in respect of company contributions under the defined contributions scheme for the period from March 17, 2000 (inception) through June 30, 2000 was $0.5 million. No expense was incurred prior to May 15, 2000. Short Term Incentive Plan The Short Term Incentive Plan ("STI Plan") is an annual bonus arrangement based on a percentage of salary and measured against both personal and corporate performance. The costs associated with this plan are accrued based upon estimated payments to be made and included in operating expenses for the periods presented so as to recognize the obligation and allocate the related expense over the period in which the bonuses are earned. Accrued expenses for the period from March 17, 2000 (inception) through June 30, 2000 were $0.6 million. No accrual was required as of May 15, 2000. Employee Retention Program Old ICO implemented a staff retention program to counteract the instability and uncertainty resulting from the chapter 11 filing and motivate employees to remain to participate in the completion of the ICO Network. The program covers 316 employees, including senior management. Each employee determined to be in good standing on January 15, 2000 and who remained employed through the emergence of Old ICO from bankruptcy qualified for retention payments. The program was assumed by the Corporation. The aggregate cash payments that the Corporation expects to make under this program is $8.7 million, of which $4.4 million was paid during May 2000. The second installment is payable within 10 days of September 1, 2000. Stock Option Plans New ICO has reserved 6,500,000 shares of Class A common stock for the issuance of options to employees of New ICO pursuant to an employee stock option plan. As of June 30, 2000 no options had been granted or exercised. 15. SEGMENTAL INFORMATION The Corporation has adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information". The Corporation manages its business under one reporting segment: telecommunications. As such, all operating decisions are based upon the Corporation operating under a single segment. Although the Corporation is registered in Delaware, most of its activities take place in other areas. The Corporation's operational assets consist primarily of space segment assets and ICONET assets. With the exception of the Satellite Control Centre in London, England and the TT&C equipment installed at six SAN sites, all of the space segment assets are in the course of construction and are located at Hughes's premises in the United States. The ICONET assets are also in the course of construction and installation and are located at various sites throughout the world. F-23 177 NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) MAY 15, 2000 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Total tangible fixed assets are analyzed by geographic area in the table below:
AS OF MAY 15, AS OF JUNE 30, 2000 2000 --------------- -------------- (IN THOUSANDS) United States...................................... $-- $643,525 Europe............................................. -- 147,415 Australasia........................................ -- 91,662 South America...................................... -- 47,249 Africa............................................. -- 15,120 --- -------- $-- $944,971 === ========
16. PROPOSED CORPORATE REORGANIZATION Merger with Teledesic Corporation The Corporation and ITGL have agreed to merge. ITGL has also agreed to merge with Teledesic Corporation. Each outstanding share of Teledesic Corporation will be exchanged for 0.80025 shares of Class A common stock of New ICO, subject to certain adjustments, and New ICO will assume all of Teledesic's outstanding options and warrants as adjusted pursuant to the foregoing exchange ratio. Acquisition of Teledesic Holdings Limited ITGL has agreed, in connection with the merger with Teledesic Corporation, as described above, and in connection with the merger of ITGL with the Corporation, the Corporation would assume the agreement to purchase all outstanding shares of Teledesic Holdings Limited (THL), a controlled subsidiary of Teledesic Corporation, other than those held by Teledesic Corporation, in exchange for the number of shares of New ICO Series A or Series B preferred stock equal to 0.97 times the number of shares of THL shares surrendered. New ICO preferred shares expected to be issued are as follows: - 8,385,002 Series A 5% cumulative convertible preferred stock will be valued at $20.62 per share - 14,370,371 Series B 5% cumulative convertible preferred stock will be valued at $13.92 per share For both series, dividends are cumulative at an annual rate of 5% payable annually in kind with additional shares of preferred stock of the same series. Both series include conversion and redemption rights and requirements. Proposed Merger with ITGL The boards of directors of both ITGL and New ICO have approved a plan of merger pursuant to which ITGL would merge into New ICO. Pursuant to the plan of merger, in return for their stock holdings in ITGL, the consideration to be received by ITGL shareholders is as follows: - For each share of ITGL Class A Common Stock; 0.97 shares of New ICO Class A Common Stock - For each share of ITGL Class B Common Stock; 0.97 shares of New ICO Class B Common Stock Consummation of the merger is conditioned on approval by New ICO's and ITGL's shareholders. In July 2000, Eagle River assigned 8,591,768 of its options to acquire New ICO Class A common shares to ITGL as a component of certain options issued by ITGL. If ITGL and New ICO merge, these assigned options will be canceled and the investor options in ITGL would be exchanged for New ICO options. F-24 178 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To ICO-Teledesic Global Limited: We have audited the accompanying balance sheet of ICO-Teledesic Global Limited (a Delaware company in the development stage) as of May 15, 2000, and the related statements of operations, stockholders' equity and cash flows for the period from February 9, 2000 (inception) to May 15, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ICO-Teledesic Global Limited as of May 15, 2000, and the results of its operations and its cash flows for the period from February 9, 2000 (inception) to May 15, 2000 in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP Seattle, Washington August 22, 2000 F-25 179 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ASSETS
MAY 15, JUNE 30, 2000 2000 --------- ------------ (UNAUDITED) CURRENT ASSETS: Cash and cash equivalents................................. $309,921 $ 764,699 Marketable securities..................................... 990 1,206 Receivables............................................... 5,030 109,496 Prepaid and other current assets.......................... -- 27,607 -------- ---------- Total current assets.............................. 315,941 903,008 TANGIBLE FIXED ASSETS Property and equipment in service, net.................... -- 2,475 Property under construction............................... -- 950,750 INVESTMENT IN NEXTEL COMMUNICATIONS INC., pledged shares.... 297,064 361,723 ADVANCE TO OLD ICO.......................................... 275,000 -- DEPOSITS AND OTHER ASSETS................................... 7,879 102,287 -------- ---------- Total assets...................................... $895,884 $2,320,243 ======== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable.......................................... $ 7,399 $ 24,958 Accrued expenses.......................................... 130 117,264 Advances from affiliates.................................. 33,042 150,473 -------- ---------- Total current liabilities......................... 40,571 292,695 NEXTEL COMMUNICATIONS INC. SHARE PLEDGE..................... 251,193 317,760 NOTE PAYABLE TO TELEDESIC LLC............................... 200,000 200,000 OTHER LONG TERM DEBT........................................ -- 38,190 DEFERRED INCOME TAXES....................................... 124,237 122,713 -------- ---------- Total liabilities................................. 616,001 971,358 -------- ---------- MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES............. -- 903,733 -------- ---------- STOCKHOLDERS' EQUITY: Preferred stock, $.0001 par value, 75,000,000 shares authorized, no shares issued and outstanding........... -- -- Class A common stock, $.0001 par value, 900,000,000 shares authorized, zero shares and 6,496,078 shares issued and outstanding at May 15, 2000 and June 30, 2000, respectively and Class B common stock, .0001 par value, 150,000,000 shares authorized, 39,097,239 and 50,000,000 shares issued and outstanding at May 15, 2000 and June 30, 2000................................. 281,861 457,892 Other comprehensive (loss) income......................... (341) 630 Deficit................................................... (1,637) (13,370) -------- ---------- Total stockholders' equity........................ 279,883 445,152 -------- ---------- Total liabilities and stockholders' equity........ $895,884 $2,320,243 ======== ==========
The accompanying notes are an integral part of these statements. F-26 180 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS)
FEBRUARY 9, 2000 FEBRUARY 9, 2000 (INCEPTION) TO (INCEPTION) TO MAY 15, 2000 JUNE 30, 2000 ---------------- ---------------- (UNAUDITED) OPERATING EXPENSES: General and administrative................................ $ 5,189 $ 27,089 Depreciation.............................................. -- 764 ----------- ----------- Total operating loss.............................. 5,189 27,853 INTEREST EXPENSE............................................ 3,151 9,614 INTEREST INCOME............................................. (5,822) (11,375) OTHER INCOME................................................ -- (797) ----------- ----------- Loss before minority interests and income taxes........... 2,518 25,295 MINORITY INTEREST IN LOSS OF CONSOLIDATED SUBSIDIARIES...... -- (9,307) ----------- ----------- Loss before income taxes.................................. 2,518 15,988 INCOME TAX BENEFIT.......................................... (881) (2,618) ----------- ----------- Net loss.................................................. $ 1,637 $ 13,370 =========== =========== BASIC AND DILUTED LOSS PER SHARE............................ $ 0.06 $ 0.37 =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING........ 27,408,180 36,009,809 =========== ===========
These accompanying notes are an integral part of these statements. F-27 181 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (DOLLARS IN THOUSANDS)
FEBRUARY 9, 2000 FEBRUARY 9, 2000 (INCEPTION) TO (INCEPTION) TO MAY 15, 2000 JUNE 30, 2000 ---------------- ---------------- (UNAUDITED) NET LOSS.................................................... $1,637 $13,370 OTHER COMPREHENSIVE (GAINS) LOSSES: Unrealized holding losses on marketable securities........ 341 201 Foreign currency translation adjustments.................. -- (831) ------ ------- COMPREHENSIVE LOSS.......................................... $1,978 $12,740 ====== =======
These accompanying notes are an integral part of these statements. F-28 182 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIODS FROM FEBRUARY 9, 2000 (INCEPTION) TO MAY 15, 2000 (AUDITED) AND JUNE 30, 2000 (UNAUDITED) (DOLLARS IN THOUSANDS)
COMMON STOCK ---------------------------------- OTHER SHARES OUTSTANDING COMPREHENSIVE RETAINED TOTAL ---------------------- INCOME EARNINGS STOCKHOLDERS' CLASS A CLASS B AMOUNT (LOSS) (DEFICIT) EQUITY --------- ---------- --------- ------------- --------- ------------- BALANCE AT INCEPTION, February 9, 2000 Issuance of Class B common stock for cash......................... 15,749 $ 157 $ 157 Issuance of Class B common stock for shares of Nextel Communications Inc............... 39,081,490 401,515 401,515 Deferred tax liability associated with Nextel Communications Inc. share contribution............... (124,420) (124,420) Stock-based compensation........... 4,609 4,609 Net loss and other comprehensive loss for the period from February 9, 2000 (inception) to May 15, 2000............................. $(341) $ (1,637) (1,978) --------- ---------- --------- ----- -------- --------- BALANCE, May 15, 2000.............. 39,097,239 281,861 (341) (1,637) 279,883 Issuance of Class A common stock for cash......................... 6,496,078 64,961 64,961 Issuance of Class B common stock for cash......................... 10,902,761 109,028 109,028 Stock-based compensation........... 2,042 2,042 Net loss and other comprehensive income for the period May 16, 2000 to June 30, 2000............ 971 (11,733) (10,762) --------- ---------- --------- ----- -------- --------- BALANCE, JUNE 30, 2000 (unaudited)...................... 6,496,078 50,000,000 $ 457,892 $ 630 $(13,370) $ 445,152 ========= ========== ========= ===== ======== =========
The accompanying notes are an integral part of these statements. F-29 183 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
FEBRUARY 9, 2000 FEBRUARY 9, 2000 (INCEPTION) TO (INCEPTION) TO MAY 15, 2000 JUNE 30, 2000 ---------------- ---------------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss.................................................. $ (1,637) $ (13,370) Adjustments to reconcile net loss to cash provided by operating activities: Stock-based compensation................................ 4,609 9,219 Depreciation and amortization........................... -- 764 Imputed interest on Nextel Communications Inc. share pledge................................................. 2,529 4,437 Minority interest in loss of consolidated subsidiaries........................................... -- (9,307) Unrealized foreign exchange gain........................ -- (186) Deferred tax recovery................................... -- (1,599) Proceeds from launch insurance............................ -- 145,000 Other changes in certain assets and liabilities: Receivables............................................. (5,030) (8,529) Prepaid and other current assets........................ -- 6,903 Accounts payable........................................ 2,272 (8,201) Accrued expenses........................................ 130 14,298 Other long term debt.................................... -- (224) --------- ---------- Net cash provided by operating activities........... 2,873 139,205 --------- ---------- CASH FLOWS USED IN INVESTING ACTIVITIES: Investment in New ICO Global Communications Holdings Limited net of cash acquired of $57,600................. -- (334,974) Debtor-in-Possession advance to Old ICO................... (275,000) -- Investment in tangible property and equipment in service................................................. -- (14) Investment in tangible property and equipment under construction............................................ -- (8,610) Net investment in deposits and other assets............... (2,751) (9,720) --------- ---------- Net cash used in investing activities............... (277,751) (353,318) --------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sales of Class A common stock............... -- 44,961 Proceeds from sales of Class B common stock............... 157 109,185 Proceeds from pledge of Nextel Communications Inc. shares.................................................. 351,600 351,600 Loan from Teledesic LLC................................... 200,000 200,000 Proceeds from sales of subsidiary's equity to minority interests............................................... -- 122,934 Advances from affiliates.................................. 33,042 190,473 Repayment of advances from affiliates..................... -- (40,000) --------- ---------- Net cash provided by financing activities........... 584,799 979,153 --------- ---------- EFFECT OF FOREIGN CURRENCY TRANSLATION...................... -- (341) --------- ---------- Net increase in cash and cash equivalents................. 309,921 764,699 CASH AND CASH EQUIVALENTS, beginning of period.............. -- -- --------- ---------- CASH AND CASH EQUIVALENTS, end of period.................... $ 309,921 $ 764,699 ========= ========== SUPPLEMENTAL DISCLOSURE: Cash paid for interest.................................... $ 621 $ 719 ========= ========== Cash paid for income taxes................................ $ -- $ 11 ========= ========== SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: Minority interests on the balance sheet were reduced for a commitment to acquire New ICO shares held by a minority shareholder which is classified as accrued expenses..... $ -- $ 24,639 ========= ========== Class A common shares were issued in June 2000; the funds, which were received in July 2000, were classified as accounts receivable in the balance sheet................ $ -- $ 20,000 ========= ========== Class B common shares were issued for: Shares of Nextel Communications Inc..................... $ 401,515 $ 401,515 Deferred tax liability related to contribution of Nextel Communication Inc. shares for Class B common shares.... (124,420) (124,420) --------- ---------- $ 277,095 $ 277,095 ========= ========== The following securities of New ICO arose from the acquisition of Old ICO's net assets: 93,000,000 Class A common shares and 56,000,000 options to acquire Class A common shares issued................ $ -- $ 674,413 31,003,382 Class B common shares issued................. -- 275,000 1,600,000 Class A common shares committed to distribution partners.................................. -- 16,720 50,000,000 warrants issued to acquire Class A common stock.................................................. -- 120,000 --------- ---------- $ -- $1,086,133 ========= ==========
The accompanying notes are an integral part of these statements. F-30 184 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) 1. ORGANIZATION AND BUSINESS The consolidated financial statements include the accounts of ICO-Teledesic Global Limited ("ITGL"), a development-stage company and its subsidiaries (collectively referred to as the Corporation). ITGL was incorporated in Delaware on February 9, 2000 (inception) under the name New SatCo Holdings, Inc. It amended its Certificate of Incorporation to change its name to ICO-Teledesic Global Limited on May 17, 2000. ITGL expects to offer global data and voice telecommunications services from both fixed and mobile locations worldwide through its subsidiary, New ICO Global Communications (Holdings) Limited ("New ICO"), and its acquisition of the net assets of ICO Global Communications (Holdings) Limited ("Old ICO") on its emergence from chapter 11 bankruptcy and through the potential acquisition of control of, or merger with, Teledesic Corporation. As discussed in Note 2, ITGL acquired the net assets of Old ICO on May 17, 2000. The Corporation plans to assemble the global telecommunications networks, distribution capabilities and operations systems required to be a leading provider of global data and enhanced voice services. The Corporation is developing and commercializing a medium earth orbit, MEO, satellite-based global communications service. The ICO communications system (the "ICO Network") will be a fully integrated end-to-end system consisting of a space segment and ground network (the "ICONET"). The ICO Network is designed to offer high-quality wireless voice telephony and data services virtually anywhere in the world. The service offered will be complementary to terrestrial fixed and mobile services, with which it will interconnect, and will allow customers to roam across terrestrial fixed and mobile networks around the world. The Corporation does not expect to commence commercial operations of the ICO Network until 2003. 2. CREATION OF NEW ICO AND ACQUISITION OF OLD ICO ASSETS New ICO was established in accordance with the terms of a definitive agreement ("the Agreement") dated February 4, 2000 between Eagle River Investments LLC and Old ICO in contemplation of the emergence of Old ICO from bankruptcy. During the period from March 17, 2000 (inception of New ICO) and May 16, 2000, New ICO was wholly owned by ITGL. As required by the Agreement, a private placement offering of 67 million Class A shares of common stock in New ICO was concluded on May 17, 2000. On that date, offering proceeds of $700 million were deposited with New ICO to facilitate its acquisition of the net assets of Old ICO and continue the development of the ICO Network. This offering included $122.9 million from minority interest investors and $577.1 million from ITGL. New ICO acquired the net assets of Old ICO on May 17, 2000 for a total purchase price of $1,203.7 million, comprising common stock, warrants and options in New ICO with an aggregate fair value of $1,086.1 million and cash of $117.6 million as outlined below: - Between February 9 and May 16, 2000, ITGL advanced Old ICO an aggregate $275 million under a Debtor-in-Possession (DIP) credit agreement, and Eagle River and several unrelated investors advanced an aggregate $225 million to Old ICO under another DIP facility. - On May 17, 2000 as New ICO acquired the net assets of Old ICO, ITGL's DIP advances of $275 million were converted into 31 million shares of Class B common stock in New ICO. Holders of Class B common stock are entitled to ten votes per share. - Also on May 17, 2000, the other DIP advances of $225 million were converted into 50 million shares of Class A common stock in New ICO, an option to purchase 16 million Class A shares of F-31 185 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) New ICO at $10.45 per share exercisable over a five year term commencing May 16, 2000, and an option to purchase 40 million Class A shares of New ICO at $12.50 per share exercisable for a two year term commencing May 16, 2003. Holders of Class A common stock are entitled to one vote per share. - A further 43 million Class A common shares of New ICO were issued to former creditors and shareholders of Old ICO as part of the purchase consideration for the net assets of Old ICO. - The former creditors of Old ICO also received 20 million warrants to acquire Class A common shares of New ICO at $30 per share exercisable for a six year period commencing May 16, 2000. The former equity stakeholders of Old ICO also received 30 million warrants to acquire Class A common shares of New ICO at $45 per share exercisable for a six year term commencing May 16, 2000. The aggregate value of these warrants was recorded at $120 million. The Company is in the process of refining this calculation. - A group of Old ICO distribution partners will receive 1.6 million shares of New ICO Class A common stock valued at $16.7 million. All of the share numbers have been adjusted to reflect the New ICO 1-for-1 stock dividend on July 24, 2000. A summary of the total cost of acquisition of the Old ICO net assets follows:
(IN MILLIONS) Class B common shares of New ICO issued for DIP financing by ITGL...................................................... $ 275.0 Class A common shares of New ICO issued and options granted to acquire New ICO Class A common shares for DIP financing by minority interests..................................... 225.0 Class A common shares of New ICO issued to former creditors and shareholders of Old ICO............................... 449.4 Warrants to acquire New ICO Class A common shares issued to former creditors and shareholders of Old ICO.............. 120.0 Distributor shares of New ICO Class A common stock.......... 16.7 -------- 1,086.1 Cash consideration paid to Old ICO.......................... 117.6 -------- Total cost of net assets acquired from Old ICO......... $1,203.7 ========
ITGL's cash cost to acquire the net assets of Old ICO is summarized as follows:
(IN MILLIONS) DIP financing by ITGL to Old ICO............................ $275.0 Cash given to Old ICO....................................... 117.6 Less cash acquired from Old ICO............................. (57.6) ------ Cash cost of acquire assets of Old ICO.................... $335.0 ======
ITGL continues to maintain a controlling interest in New ICO after the New ICO Class A common share offering and the New ICO equity issues related to the acquisition of the Old ICO net assets. The acquisition of Old ICO's assets has been accounted for using the purchase method of accounting. Accordingly, the total cost has been preliminarily allocated to the assets purchased and the liabilities assumed based upon the respective fair values at the date of acquisition. The aggregate fair values at the date of acquisition exceeded the purchase price by $1,585 million. In accordance with APB 16, the F-32 186 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) negative goodwill generated has been used to proportionately reduce the carrying values of non-current assets acquired. This resulted in the carrying value of property under construction being reduced by $1,016 million for space segment assets and $554 million for ground segment assets. The Corporation is still completing the calculation of the final purchase price and its allocation. The following unaudited pro forma information presents a summary of the combined results of operations of ITGL and Old ICO as if the acquisition had occurred on January 1, 1999:
YEAR ENDED SIX MONTHS ENDED DECEMBER 31, 1999 JUNE 30, 2000 ------------------ ----------------- (IN MILLIONS EXCEPT PER SHARE AMOUNTS) Revenues............................................ $ 0.0 $ 0.0 Operating expense................................... $124.7 $53.2 Net loss............................................ $ 58.0 $27.6 Loss per share...................................... $ 1.16 $0.54
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated financial statements of ITGL include the operations of ITGL from February 9, 2000, inception, through June 30, 2000 and the operations of New ICO from March 17, 2000, its inception, and the operations of the subsidiary companies of New ICO from May 17, 2000, date of acquisition, through June 30, 2000. The consolidated financial statements include 100% of the assets, liabilities and results of operations of subsidiaries in which the Corporation has a controlling interest of greater than 50%. The ownership interests of the other stockholders in New ICO are reflected as minority interests. All of the subsidiary companies of New ICO are wholly owned. All significant inter-company accounts and transactions have been eliminated. All information in these financial statements is in United States Dollars unless otherwise stated. In the opinion of management, the accompanying unaudited consolidated interim financial statements reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the financial position of the Corporation as of June 30, 2000, and the results of its operations and cash flows for the period from February 9, 2000, inception, through June 30, 2000. These consolidated interim financial statements are unaudited, and do not include all related footnote disclosures that would be necessary in year end audited financial statements. The results of operations for the period from February 9, 2000, inception, through June 30, 2000 are not necessarily indicative of the results of operations expected in the future. The audited financial statements as of May 15, 2000 have been included to comply with the SEC requirement to include audited statements as of a date within 135 days of the initial filing of the registration statement. Development-Stage Company The Corporation is a development-stage company as defined in Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises," and will continue to be so until it commences commercial operations of the ICO Network. Future operating results will be subject to significant business, economic, regulatory, technical and competitive uncertainties and contingencies. The development of the components of the ICO Network is a F-33 187 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) complex undertaking and there can be no assurance that cost overruns or a delay in deployment of the ICO Network will not occur. Depending on their extent and timing, these factors, individually or in the aggregate, could have an adverse effect on the Corporation. Cash and Cash Equivalents Cash equivalents consist of highly liquid, short-term investments with a maturity of three months or less when purchased but exclude restricted cash deposits. The Corporation places its excess cash in high credit quality financial institutions. Marketable Securities Marketable securities are classified as available-for-sale under Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." As such, the Corporation's marketable securities are stated at fair value, with unrealized gains and losses reported as a component of other comprehensive income (loss). Dividend and interest income is recognized when earned. Realized gains and losses are included in other income (expense). The cost of securities sold is based on the specific identification method. Tangible fixed assets Property and equipment in service: Property and equipment in service is recorded at cost. This comprises leasehold improvements, furnishings, office equipment and computer equipment. Property under construction: Property under construction includes all costs incurred in the design, manufacture, test and launch of twelve satellites ("space segment") and the satellite access nodes, tracking and telemetry, network management and other communications equipment that comprise the ICO Network. These costs primarily comprise third-party construction and engineering costs but also include certain internal engineering costs directly attributable to the design and construction of the ICO Network and for management and control of external production, plus interest expense that has been capitalized in relation to the construction of the assets. ICO Network costs will be classified as "property and equipment in service" and depreciated when they become operational and are placed in service following the commencement of commercial operations. Only the costs of constructing successfully deployed satellites will be transferred to "property and equipment in service"; any losses resulting from unsuccessful launches or satellite failures are recognized as incurred, with any insurance proceeds related to such losses recorded concurrently. Impairment: The Corporation reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets might not be recoverable in accordance with the provisions of Statement of Financial Accounting Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". In general, this statement requires recognition of an impairment loss when the sum of undiscounted expected future cash flow is less than the carrying amount of such assets. The measurement for such impairment loss is then based on the fair value of the asset. Following the acquisition of the assets of Old ICO, the carrying value of property under construction and property and equipment, in service was reduced by an aggregate $1.6 billion to reflect the allocation of negative goodwill to non-current assets. F-34 188 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Depreciation and amortization: Leasehold improvements are depreciated over the shorter of the lease term and the assets estimated useful life on a straight-line basis. Other in-service assets are depreciated over their estimated useful lives (3 years) on a straight-line basis. Property under construction will be depreciated when placed in service following the commencement of commercial operations by the Corporation. It is anticipated that satellites will be depreciated on an asset-by-asset basis over their remaining estimated useful lives at commencement of commercial mobile satellite service operations, a period of between 10 and 12 years. The remaining ICO Network assets will be depreciated over their remaining estimated useful lives at the commencement of commercial mobile satellite services operations, generally a period of between 2 and 10 years, with certain longer-life assets, such as buildings, being depreciated over lives of up to 40 years. Deposits and other assets Deposits and other assets consist primarily of advances on long-term contracts for space and ground operations and are carried at cost. Foreign currency transactions and translation The functional currency for the Corporation's operations is United States dollars. The Corporation translates its subsidiary activity at the average exchange rate prevailing during the period. Assets and liabilities denominated in foreign currencies are restated at the exchange rates prevailing at the balance sheet date. Exchange differences arising on the translation of assets and liabilities are recorded as a component of stockholders' equity. Transaction gains and losses on foreign currency balances are recorded in the consolidated statement of operations. The net transaction gains included in the loss for the period from February 9, 2000, inception, through June 30, 2000 were $0.8 million. None were recorded prior to April 30, 2000. Comprehensive Loss The Corporation discloses Comprehensive Loss in accordance with SFAS No. 130, "Reporting Comprehensive Income". This statement established rules for the reporting of comprehensive income (loss) and its components. Comprehensive loss consists of net loss, foreign currency translation adjustments, and unrealized gains and losses on marketable securities available-for-sale and is presented as a separate consolidated statement of comprehensive loss. Stock-Based Compensation The Corporation has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) and applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its employee stock-based compensation plans. Research and Development Research and development costs are expensed as incurred. Income Taxes The Corporation accounts for income taxes using the asset and liability method under SFAS No. 109, "Accounting for Income Taxes." Under the asset and liability method, deferred tax assets and liabilities F-35 189 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Loss Per Share The Corporation calculates loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings per Share". The basic loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by dilutive potential shares of common stock. Dilutive potential shares of common stock are calculated in accordance with the treasury stock method which assumes that proceeds from the exercise of all options and warrants are used to repurchase shares of common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. There are no potentially dilutive shares outstanding at June 30, 2000. Capitalized interest Interest costs relating to debt incurred during the construction of the ICO Network are capitalized. Total interest costs incurred and capitalized for the period from February 9, 2000, inception, through June 30, 2000 was $0.6 million. No costs were capitalized prior to May 15, 2000. Use of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Estimates are used when accounting for depreciation, taxes and contingencies, among others. Actual results could differ from those estimates. Recently issued accounting standards In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as a part of hedge transaction and, if it is, the type of hedge transaction. This statement is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. We are currently reviewing the impact of this statement on its financial statements and results of operations. In December 1999, the Staff of the Securities and Exchange Commission released Staff Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial Statements." This pronouncement summarized certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition. We are required to adopt SAB 101 for the year ended December 31, 2000. We believe our revenue recognition practices are in conformity with the guidelines in SAB 101. In March 2000, the FASB released FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," which provides clarification of Opinion 25 for certain issues such as the determination of an employee, the criteria for F-36 190 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) determining whether a plan qualifies as a non-compensatory plan, the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and the accounting for an exchange of stock compensation awards in a business combination. We believe that our practices are in conformity with this guidance, and therefore Interpretation No. 44 will have no impact on our financial statements. 4. MARKETABLE SECURITIES Marketable securities at June 30, 2000 are comprised of corporate common shares with a cost of $1.5 million, unrealized loss of $0.3 million and fair value of $1.2 million. 5. RECEIVABLES
AS OF MAY 15, 2000 AS OF JUNE 30, 2000 -------------------- ------------------- (IN THOUSANDS) (IN THOUSANDS) Insurance proceeds receivable....... $ -- $ 80,000 Share subscription.................. -- 20,000 Other............................... 5,030 9,496 ------ -------- $5,030 $109,496 ====== ========
The carrying values of all categories of current assets approximate fair value. 6. TANGIBLE FIXED ASSETS
AS OF MAY 15, 2000 AS OF JUNE 30, 2000 -------------------- ------------------- (IN THOUSANDS) (IN THOUSANDS) Property and equipment in service Office equipment, furniture and leasehold improvements at cost....... $ -- $ 3,239 Less: accumulated depreciation.......... -- (764) ---- -------- Total property and equipment in service, net..................................... $ -- $ 2,475 ==== ======== Property under construction Space segment........................... $ -- $603,280 Ground segment including ICONET......... -- 347,470 ---- -------- Property under construction at cost....... $ -- $950,750 ==== ========
Property under construction at June 30, 2000 also included land at cost of $2.6 million and buildings not yet placed in service at cost of $2.5 million. 7. INVESTMENT IN NEXTEL COMMUNICATIONS INC. SHARES AND SHARE PLEDGE On February 29, 2000, Eagle River contributed 5,931,418 shares of Nextel Class A common stock to ITGL, which were valued and recorded in the financial statements at $401.5 million. ITGL pledged 5,911,712 of these shares valued at $400 million with Chase Manhattan in March 2000 and received $351.6 million in cash in the transaction structured as a stock sale with a three year settlement period. ITGL may settle this transaction at any point by delivering the pledged shares to Chase or by utilizing the cash settlement option to satisfy the arrangement. As part of the agreement, ITGL may realize up to $80 million of benefit depending upon the performance of Nextel's stock price through a call spread derivative. The remaining 19,706 Nextel shares held by ITGL are not subject to the pledge agreement and are available to be sold and are classified as marketable securities. In return for the Nextel shares F-37 191 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) contributed, Eagle River received 39,081,490 shares of ITGL Class B common stock as discussed in Note 12. The Nextel share amounts have been adjusted to reflect a two for one stock split that occurred on June 6, 2000. The investment in Nextel shares is stated at fair value in accordance with SFAS No. 115 and unrealized gains and losses are reported as a component of other comprehensive loss. In accordance with EITF No. 86-28 "Account Implications of Indexed Debt Instruments," the pledge liability to Chase Manhattan is adjusted when the fair value of the pledged shares is not within the call spread of $67.56 to $81.81 per share with the unrealized gains and losses on the pledge liability reported as an component of other comprehensive loss. When the fair value of the shares is within the call spread, which is when ITGL could realize a benefit through the call spread derivative, there is no adjustment of the pledge liability. As of June 30, 2000, both the pledged shares and the pledge liability had been reduced $38.3 million for unrealized losses yielding a net zero impact on other comprehensive loss. 8. DEPOSITS AND OTHER ASSETS
AS OF MAY 15, 2000 AS OF JUNE 30, 2000 -------------------- ------------------- (IN THOUSANDS) (IN THOUSANDS) Advances on long-term contracts........... $ -- $ 97,730 Other..................................... 7,879 4,557 ------ -------- $7,879 $102,287 ====== ========
9. ACCRUED EXPENSES
AS OF MAY 15, 2000 AS OF JUNE 30, 2000 -------------------- ------------------- (IN THOUSANDS) (IN THOUSANDS) Long-term contract accruals......................... $ -- $ 66,873 Subsidiary equity subject to redemption............. -- 24,638 Accrued interest.................................... -- 5,596 Accrued payroll and employee benefits............... 43 3,937 Accrued income taxes................................ -- 4,429 Other............................................... 87 11,791 ---- -------- $130 $117,264 ==== ========
In April 2000, ITGL entered into an agreement with Satellite Phone Japan Ltd. ("SPJ"), a creditor of Old ICO. Under the agreement, ITGL agreed, upon the occurrence of certain conditions, to purchase all of SPJ's shares of New ICO Class A common stock, together with its warrants to purchase additional shares of New ICO Class A common stock that SPJ received in connection with Old ICO's plan of reorganization. The purchase price is approximately $24.6 million. The carrying values of all categories of accounts payable and accrued expenses approximate fair value. 10. RELATED PARTIES The Corporation considers related parties to be its principal shareholders and their affiliates. The Corporation has engaged in the following transactions with its shareholders or their affiliates. The Corporation has not entered into any material transactions with its Directors and Executive Officers. ITGL entered into loan agreements with affiliates of Eagle River to borrow approximately $190.5 million at LIBOR plus 1 1/4%. The loans mature on August 14, 2000. The balance of the loans as F-38 192 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) of June 30, 2000 was approximately $150.5 million plus accrued interest of $1.5 million. The loans can be repaid at any time without penalty. During July 2000, the loans were repaid. On May 12, 2000, ITGL entered into a credit agreement with Teledesic LLC who loaned ITGL the sum of $200 million at LIBOR plus 4 1/2 percent per annum for the 6-month period following the advance date and at LIBOR plus 6 percent thereafter. If ITGL, or one of its subsidiaries, merges with the LLC by the maturity date, the loan and any unpaid accrued interest will be repaid in cash on the maturity date. If the merger with Teledesic Corporation discussed in Note 18 has not been consummated on or before the maturity date of August 1, 2001, the loan will be paid upon notice to ITGL in shares of Class A common stock of ITGL at a price of $10.00 per share in lieu of any cash repayment. If Teledesic LLC fails to deliver such notice, then ITGL is obligated to repay the principal plus accrued interest in forty equal quarterly installments beginning January 1, 2002. This loan is subordinated to the holders of ITGL's senior debt instruments. At June 30, 2000, accrued interest payable related to this loan totaled approximately $3.0 million. 11. OTHER LONG-TERM DEBT At June 30, 2000, the Corporation had an operator credit facility of $38.2 million relating to the acquisition of ICONET assets for the South African satellite access node ("SAN"). The facility matures on March 31, 2010 and has an associated interest rate of 11.5%. 12. STOCKHOLDERS' EQUITY ITGL has two classes of common stock -- Class A and Class B. The rights of the Class A and Class B holders are identical, except with respect to voting and conversion rights. Holders of Class A shares are entitled to one vote per share. Holders of Class B shares are entitled to ten votes per share. Each Class B share is convertible into one Class A share at the holder's option. Additionally, each Class B share will automatically convert into one Class A share if the holder transfers the Class B share except in limited circumstances as governed by the stockholders agreement. In October 1999, a principal stockholder of both ITGL, New ICO and Teledesic entered into an agreement with an executive of Teledesic. Pursuant to this agreement, the executive received the right to put certain shares of Teledesic the executive owned or had fully vested exercisable options to purchase, to the Stockholder. In return for the right, which vests in four equal tranches, the executive had to perform certain services, primarily related to New ICO's purchasing of Old ICO's assets out of chapter 11 bankruptcy proceedings, as defined in the agreement. During this time the executive devoted substantially all of his efforts to these services to New ICO. The put price was $18.50 per share and the Executive had an average exercise price of $0.06 per share, resulting in $18.4 million of compensation expense. Pursuant to SEC Staff Accounting Bulletin No. 79, the first tranche of $4.6 million vested prior to the formation of New ICO and was recorded by Teledesic while the remaining tranches were, or will be, recorded by New ICO, as New ICO is the entity receiving the principal benefit after its formation. The second tranche was earned and recorded by May 15, 2000, the third tranche was earned and recorded by June 30, 2000 and the final tranche will be recorded when it is earned, which is expected to be in late 2000. In February 2000, Eagle River contributed 5,931,418 shares of Nextel Class A common stock valued at $401.5 million to ITGL, as described in Note 7. In return for the Nextel shares contributed, Eagle River received 39,081,490 shares of ITGL Class B common stock. On the date of contribution, Eagle River's tax basis in the Nextel shares carried over to ITGL due to Eagle River's controlling interest in ITGL. Consequently, as the fair value of the Nextel shares exceeded its tax basis, a deferred tax liability F-39 193 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) of $124.4 million was recorded as an offset to the fair value of the share contribution, for a net contribution of $277.1 million attributed to Eagle River. In May 2000 Eagle River also contributed $109.2 million in cash in return for 10,918,510 shares of ITGL Class B common stock at $10 per share. In May 2000, Burtington Resources, Inc. ("Burtington") executed a stock purchase agreement to acquire 2,000,000 shares of ITGL Class A common stock at a price of $10.00 per share, for a total investment of $20 million. In connection with Burtington's investment, ITGL granted certain registration rights to Burtington including piggyback registration rights. In July 2000, ITGL granted Burtington options to purchase an additional 2 million shares of ITGL Class A common stock at $12 per share if exercised by January 31, 2001 and $13.20 per share if exercised between February 1, 2001 and April 30, 2001. In May 2000, Mr. Subhash Chandra's affiliate, Agrani Holdings (Mauritius) Limited ("Agrani"), executed a stock purchase agreement to acquire 2,248,039 shares of ITGL Class A common stock at a purchase price of $10.00 per share, for a total investment of $22.5 million. ITGL granted to Agrani an option to purchase an additional 2,248,039 shares of ITGL Class A common stock at a purchase price of $10.00 per share. This option was exercised and the transaction closed in June 2000. However, at June 30, 2000, only $2.5 million of this purchase had been funded. The remaining $20 million was funded on July 3, 2000 and is classified as a current receivable at June 30, 2000. In connection with Agrani's investment, ITGL granted certain piggyback registration rights to Agrani. In addition, Agrani and Eagle River entered into an agreement whereby Agrani purchased from Eagle River 559,914 shares of New ICO at a purchase price of $4.50 per share. Eagle River also granted to Agrani an option to purchase another 559,914 shares of New ICO from Eagle River for $4.50 per share, which was exercised on June 21, 2000. Other than the rights and shares described above, Agrani does not have any other rights to acquire interests in ITGL or New ICO, nor does it have any rights with respect to the management of either entity. 13. INCOME TAXES
FOR THE PERIOD FROM INCEPTION TO: ------------------------------------------- MAY 15, 2000 JUNE 30, 2000 -------------------- ------------------- (IN THOUSANDS) (IN THOUSANDS) Non-recoverable foreign taxation.......... $ -- $ 342 Income taxes recoverable.................. (881) (2,960) ------- ------- Net recovery for income taxes............. $ (881) $(2,618) ======= =======
The deferred income tax liability relates to the Eagle River contribution of Nextel shares discussed in Note 12. On the date of the contribution, Eagle River's tax basis in the Nextel shares carried over to ITGL due to Eagle River's controlling interest in ITGL. Consequently, as the fair value of the Nextel shares exceeded its tax basis, a deferred tax liability of $124.4 million was recorded at 35% of the difference between the tax basis and the fair value at the date of the contribution. As the fair values of the Nextel shares and the hedge liability to Chase Manhattan change, the related deferred taxes change in offsetting amounts. The tax basis of the tangible assets acquired from Old ICO at May 17, 2000, as described in Note 2, exceeds New ICO's cost by $1,585 million. However, no deferred tax asset has been recorded because these tangible assets are domiciled in a tax haven jurisdiction. F-40 194 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) 14. LEASE COMMITMENTS The Corporation leases office space under rental agreements accounted for as operating leases. The total rent expense under operating leases was approximately $0.4 million for the period from February 9, 2000, inception, through June 30, 2000. At June 30, 2000 the scheduled minimum future lease payments under non-cancelable operating leases were as follows:
(IN THOUSANDS) July 1, 2000 through December 31, 2000..................... $ 1,342 2001....................................................... 2,548 2002....................................................... 2,616 2003....................................................... 2,628 2004....................................................... 2,809 2005....................................................... 1,627 After 2005................................................. 0 ------- $13,570 =======
15. COMMITMENTS AND CONTINGENCIES In connection with the development of the ICO Network, the Corporation has assumed certain contracts with manufacturers and service providers for, among other things, satellite equipment, satellite launch services and construction of the ICONET from Old ICO. All payments made by the Corporation in respect of its principal contracts are recorded as "Tangible fixed assets: Property under construction", except for certain payments in advance which are included in "Deposits and other assets". Following Old ICO's petition for protection under chapter 11, its management entered into discussions with certain vendors concerning re-negotiation of the terms of various contracts, including some of the contracts described below. The management of the Corporation is continuing these negotiations. Space Segment Contracts The Corporation has entered into two agreements with Hughes: the Satellite Contract and the Launch Services Contract, which are fixed-price contracts comprising substantially all of the Corporation's investment in the space segment of the ICO Network. Satellite Contract Under the terms of the agreement between Hughes Electronic Corporation and its subsidiary Hughes Space and Communications International Inc. ("Hughes") and ICO Global Communications (Operations) Limited ("Operations") ("the Satellite Contract"), Hughes has agreed to design, develop, manufacture, test and deliver twelve satellites and associated telemetry, tracking and control ("TT&C") equipment for a total cost of approximately $1.4 billion according to a delivery schedule set forth in the Satellite Contract. The delivery schedule in the Satellite Contract was initially modified in 1999 following Operations' petition for protection under chapter 11, to reflect stipulations and agreements ("the stipulations") between Operations and Hughes as approved by the United States Bankruptcy Court. It is F-41 195 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) expected that the schedule will be further modified as part of the Amendment to the Satellite Contract described below. The Satellite Contract was assumed following Old ICO's emergence from bankruptcy. Title to and risk of loss of a satellite will pass from Hughes to Operations at the time of launch of each satellite or upon expiration of a five-year warranty period, whichever is earlier. Under certain circumstances, Hughes will reacquire risk of loss to a satellite if a launch attempt is terminated prior to lift-off. With certain exceptions, Hughes is responsible for securing all licenses, approvals and consents as may be required for performance of the Satellite Contract. Operations is obligated to pay for the services provided under the Satellite Contract in progress payments according to a milestone payment plan, as amended by the stipulations, with payments due 15 days after completion of the applicable milestone. In July 1999, Hughes and Operations entered into an agreement whereby Hughes agreed to defer milestone payments totaling $61.6 million due for payment July through September until September 15, 1999. This amount was settled after Old ICO's emergence from bankruptcy on May 17, 2000 together with administrative claims for the post petition period. The total cure payment was $77.3 million. As of June 30, 2000 $1,142.8 million had been paid to Hughes in respect of this contract. The contract also provides in specific instances for incentive payments to be earned by Hughes in addition to the agreed contract price. Subject to certain exceptions, the Corporation bears the risk (including additional costs, if any) resulting from excusable delays under the Satellite Contract, as well as risk of loss for satellites once placed in orbit. An excusable delay is a delay in performance caused by any event which is beyond the reasonable control and without the fault or negligence of Hughes and its affiliates, subcontractors and agents. There can be no assurance that events constituting excusable delays will not arise or, if any event constituting excusable delay does arise, that it will be resolved on terms that are not materially adverse to the Corporation. The Satellite Contract may be terminated for convenience upon the occurrence of certain events of default. If the Satellite Contract is terminated by the Corporation for convenience or is terminated by Hughes because of a Corporation default, the Corporation is obligated to pay for the cost of all work performed by Hughes up to the date of the termination, and to pay for costs associated with the termination, all non-refundable pre-payments and certain profits and other amounts for uncompleted work. If Hughes defaults on the entire Satellite Contract, all payments made thereunder are refundable and no further payments are due by the Corporation. If Hughes defaults on the Satellite Contract in part, the contract price is reduced by the price of the work in respect of which Hughes has defaulted. In this case, Hughes is also obligated to make a payment to the Corporation for the amount in excess of the costs of reprocurement of the work in respect of which Hughes has defaulted, up to a maximum of 40% of the value of that defaulted-upon work. In the event of default by Hughes under the Satellite Contract, there can be no assurance that the Corporation will be able to find a substitute provider in a timely manner or on economically acceptable terms. Hughes agrees to indemnify the Corporation for claims of infringement of any intellectual property rights arising under the Satellite Contract. The Corporation agrees to indemnify Hughes for claims based on the allegation that the Hughes satellites, as components of a larger system, infringe any intellectual property rights. Subject to certain qualifications, each party will indemnify the other for claims for damage to property or personal injury based upon any occurrence prior to the arrival of a satellite at the launch site, to the extent caused by a negligent act or omission by that party. The Corporation shall indemnify Hughes against all third party claims based upon occurrences after a launch attempt. F-42 196 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Under the terms of the Satellite Contract, the maximum aggregate liquidated damages payments by Hughes for late delivery are $100 million. Of the total cost of $1.4 billion, approximately $135 million is classified as satellite performance payments which may be reduced in amount for less than satisfactory satellite operation, to be determined in accordance with the satellite technical specifications. Neither party has liability, whether in tort, contract or otherwise, for special, consequential or punitive damages, including economic loss or loss of profit, arising from breach of the Satellite Contract. The Satellite Contract includes an option pursuant to which the Corporation may direct Hughes to manufacture, test, deliver and provide launch services for a thirteenth satellite and further satellites. The Corporation has renegotiated certain terms of the Satellite Contract with Hughes, including a modification of the satellite design to mitigate the effects of certain transportation and radar interference conditions, a right to purchase additional satellites, and a modification of the liquidation damages and performance incentives. Memorandum of Agreement between Hughes and Operations setting out these re-negotiated terms, was approved by the Court and effective following debtors' exit from Chapter 11. The partners are close to agreeing on an amendment to the Satellite Contract to reflect these negotiated terms and the order of additional spacecraft. Launch Services Contract Under the terms of a launch services supply and management contract between ICO Global Communications (Operations) Limited and Hughes ("the Launch Services Contract"), Hughes has agreed to provide launch services to the Corporation for a total consideration of approximately $949.5 million. This contract was assumed following Old ICO's emergence from bankruptcy. Under the Launch Services Contract, Hughes is to effect the supply of launch services and the overall management of launch service agreements for launch of twelve satellites. Launch services are to be provided pursuant to long-term agreements between Hughes and Lockheed Martin Commercial Launch Services, Lockheed Krunichev-Energia International, McDonnell Douglas Corporation (now The Boeing Company) and Sea Launch Limited Partnership. Hughes is responsible for day-to-day management activities related to the procurement of launch services and for monitoring all work in progress. The Launch Services Contract provides that Hughes shall secure all permits, licenses, approvals and consents as may be required to effect the provision and scheduling of the launch of each satellite with the relevant launch provider and, as may be required, for the provision of each relevant launch service. The Launch Services Contract provides that the Corporation is obligated to pay for the foregoing services according to a milestone payment plan, as amended by the stipulations. The payments are to be made 15 days after the occurrence of applicable milestones. Under the stipulations, Operations agreed to pay $80 million to Hughes during the period November 1, 1999 to April 30, 2000 and as of June 30, 2000, aggregate payments to Hughes of $635.1 million or 67% of the contract value had been made. The Corporation is responsible for any amount payable by Hughes to a launch service provider to effect a substitution, acceleration or postponement of a launch service at the Corporation's request. There is no provision for excusable delay in the Launch Services Contract. If excusable delay occurs in the Satellite Contract and, as a result, the late delivery of a satellite causes a delay in the Launch Services Contract, the Launch Services Contract provides that there may be an equitable adjustment to the time for the performance of the affected obligations thereunder. There can be no assurance that the Corporation will not be delayed in its launch timetable due to the failure of Hughes to deliver satellites on a timely basis or for other reasons. F-43 197 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Among other things, the breach by Hughes of a material term of the Launch Services Contract, the Satellite Contract or a launch service agreement which causes any launch service to be terminated, or default by the relevant launch service provider, shall constitute an event of default by Hughes under the Launch Services Contract. The Corporation has the right to direct Hughes to terminate any launch service in the event of default by the relevant launch service provider, in which case the Corporation is entitled to receive a refund of payments made for that launch service and reimbursement for reprocurement fees up to $10 million. Failure by the Corporation to make any payment, termination of the Satellite Contract for any reason other than default by Hughes, or termination by a launch service provider because of the Corporation's failure to make payment, among other things, constitute events of default by the Corporation under the Launch Services Contract. In the event of default by Hughes under the Launch Services Contract, there can be no assurance that the Corporation will be able to procure replacement services in a timely manner or on economically acceptable terms. Subject to certain qualifications, with respect to each launch, each party under the Launch Services Contract will indemnify the other for claims for damages to property or personal injury based upon any occurrence prior to arrival of a satellite at the launch site, to the extent caused by a negligent act or omission of that party. The Corporation shall indemnify Hughes against all third party claims based upon occurrences after a launch attempt or arising from any misrepresentation by the Corporation in connection with the Launch Services Contract. The Launch Services Contract provides that Hughes shall not be liable to the Corporation for any payment which originates from a launch service provider, including the refund of payments associated with a terminated launch, until Hughes has received the corresponding payment from the relevant launch service provider. Neither party to the Launch Services Contract is liable to the other under any theory of contract, tort or other legal or equitable remedy for special, punitive or consequential damages, including, but not limited to, lost revenues or economic loss. The Corporation may terminate a launch service at its option, in which case it shall be liable to Hughes for an amount up to 101% of the value of the launch service plus up to $2.3 million, depending on when the termination occurs. The Corporation bears the risk of loss for any satellite launched under the Launch Services Contract. In a Memorandum of Agreement signed by Hughes and Operations and approved by the bankruptcy court, the parties made certain modifications and additions to the launch contract relating to management of the launch providers. The parties have continued to have discussions between themselves and with launch providers about potential changes to the existing launch manifest. ICONET Supply Contract ICO Global Communications (Operations) Limited entered into a supply agreement for the ICONET ("the ICONET Supply Contract") with NEC Corporation of Japan ("NEC") as prime contractor relating to the design, manufacture, construction, delivery, installation, integration and testing of the ICONET ground facilities together with a demonstration of the functioning of the ICO Network as a whole. The ICONET Supply Contract was subsequently assigned by these parties to ICO Global Communications Holdings BV. NEC leads a group of companies, including Hughes Network System (HNS) and Ericsson Telecommunications Limited (Ericsson) (collectively, "ICONET Supplies"), that are responsible for various aspects of the ICONET ground facilities and assumed by New ICO following Old ICO's emergence from bankruptcy. As of June 30, 2000 the contract price was approximately $759.8 million, plus a further sum of approximately $21.5 million in respect of freight and insurance, to be paid in installments that are time-based and according to certain milestones set forth in the ICONET F-44 198 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Supply Contract. The payment schedule was amended during the year ended December 31, 1999 when, following Holdings' and Holdings BV's petitions for protection under Chapter 11, it was changed to reflect the stipulation between the Debtors and NEC approved by the Court. Under the terms of the stipulation, Holdings BV agreed to pay NEC $97.2 million of the contract value during the period November 1, 1999 through April 30, 2000. This amount was settled after Old ICO's emergence from bankruptcy on May 17, 2000 together with administrative claims for the post petition period. The total cure payment was $100.9 million. Aggregate payments under the ICONET Supply Contract of $605.5 million, or 80% of the contract value had been made by June 30, 2000. NEC is responsible for supplying radio-frequency terminals, network management systems and, at the Company's option and for additional cost, system integration. Hughes is responsible for the supply of the satellite base station systems and Ericsson is responsible for the mobile switching centers, including registers, inter-working functions, and messaging and legal interception platforms. The Corporation is responsible for importation formalities and for securing government authorizations relating to civil works at the sites of the ICONET ground facilities. Subject to certain qualifications, NEC grants or procures to grant to the Corporation worldwide, non-exclusive, paid up licenses to use the intellectual property of the ICONET Suppliers used in the items delivered under the ICONET Supply Contract. The ICONET Supply Contract is structured so that the Corporation makes installment payments that are both time-based and related to progress achievements that NEC makes in design, manufacture, installation and testing of the various subsystems and of the integrated ground system. New ICO Global Communications (Holdings) Limited has agreed in a separate letter to guarantee all financial obligations owing to NEC from ICO Global Communications Holdings BV under the ICONET Supply Contract. In addition to the normal termination provisions, the Corporation has the right to terminate the ICONET Supply Contract if the ICONET Suppliers are not progressing the work satisfactorily as measured against established milestones, and the ICONET Suppliers may terminate the contract only if amounts owed for work completed or disputed above certain amounts are unpaid by the Corporation. The Corporation also has the right to terminate the ICONET Supply Contract for convenience. In the event of the Corporation's termination for cause, the ICONET Suppliers must provide, in addition to delivery of all works performed to date, the right to all intellectual property related to the ICONET Supply Contract to allow ICO to complete the ICONET ground facilities. In the event of the Corporation's termination for convenience, the Corporation is required to pay the cost of terminating orders and subcontractors in addition to the ICONET Suppliers' direct costs incurred to the date of termination plus a 22% mark-up. In the event the ICONET Suppliers terminate for cause, they must deliver all works for which the Corporation has paid. Liquidated damages of up to 10% of the value of the ICONET Supply Contract apply if the ICONET Suppliers miss the target dates set forth in the contract by more than 30 days. Under the ICONET Supply Contract, the Corporation indemnifies the ICONET Suppliers against any claim based on the infringement of certain intellectual property rights in relation to the agreement. The ICONET Suppliers indemnify the Company and the other ICONET Suppliers against all other claims based on the infringement of intellectual property rights in relation to the agreement, up to an amount not to exceed $75 million, with an overall cap for the ICONET Suppliers for all causes, except third party property damage and death or bodily injury, of 31% of the contract price. The ICONET Supply Contract also provides that a bonus of $25 million will be paid to the ICONET Suppliers if they achieve certain milestones on or before a specific date. F-45 199 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Two Memorandum of Agreements between NEC and Holdings BV setting out proposed revised contract terms, effective on the Debtors exit from Chapter 11, have been approved by the Court. The revised contract terms relate to improving the voice quality of the system and adding data capability as detailed herein. Other contracts In addition to the principal contracts described herein, CSC Computer Sciences Limited has been contracted by the Corporation to develop the Business Operations Support Systems. A number of the Corporation's contracts with third party suppliers contain provisions for incentive and bonus payments. If such payments are made under these contracts, the amounts will be capitalized and included within the cost of the assets. The Corporation has entered into operating agreements with operators of 10 of its 12 SAN sites. The SANs will be constructed and operated under SAN agreements that provide for the installation, licensing, financing, operation and maintenance of each SAN. Each SAN operator will also provide interconnection of the ICONET to the public switched network in the country in which the SAN is located and via the international switching facilities in that country to neighboring countries. 16. EMPLOYEE BENEFITS Pension and health care arrangements The Corporation has established group personal pension arrangements for staff under a defined contribution scheme and makes contributions, which vary according to age. The Corporation has also established insured arrangements to cover death in service, long-term disability, personal accident and medical benefits. The expense in respect of company contributions under the defined contributions scheme for the period from February 9, 2000, inception, through June 30, 2000 was $0.5 million. Short Term Incentive Plan The Short Term Incentive Plan ("STI Plan") is an annual bonus arrangement based on a percentage of salary and measured against both personal and corporate performance. The costs associated with this plan are accrued based upon estimated payments to be made and included in operating expenses for the periods presented so as to recognize the obligation and allocate the related expense over the period in which the bonuses are earned. Accrued expenses for the period from February 9, 2000, inception, through June 30, 2000 were $0.6 million. Employee Retention Program Old ICO implemented a staff retention program to counteract the instability and uncertainty resulting from the Chapter 11 filing and motivate employees to remain to participate in the completion of the ICO Network. The program covers 316 employees, including senior management. Each employee determined to be in good standing on January 15, 2000 and who remained employed through the emergence of Old ICO from bankruptcy qualified for retention payments. The program was assumed by the Corporation. The aggregate cash payments that the Corporation expects to make under this program is $8.7 million, of which $4.4 million was paid during May 2000. The second installment is payable within 10 days of September 1, 2000. F-46 200 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) Stock Option Plans New ICO has reserved 6,500,000 shares of Class A common stock for the issuance of options to employees of New ICO pursuant to an employee stock option plan. As of June 30, 2000 no options had been granted or exercised. 17. SEGMENTAL INFORMATION The Corporation has adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information". The Corporation manages its business under one reporting segment: telecommunications. As such, all operating decisions are based upon the Corporation operating under a single segment. Although the Corporation is registered in Delaware, most of its activities take place in other areas. The Corporation's operational assets consist primarily of space segment assets and ICONET assets. With the exception of the Satellite Control Centre in London, England and the TT&C equipment installed at six SAN sites, all of the space segment assets are in the course of construction and are located at Hughes's premises in the United States. The ICONET assets are also in the course of construction and installation and are located at various sites throughout the world. Total tangible fixed assets are analyzed by geographic area in the table below:
AS OF JUNE 30, 2000 ------------------- (IN THOUSANDS) United States....................................... $648,942 Europe.............................................. 148,840 Australasia......................................... 92,807 South America....................................... 47,465 Africa.............................................. 15,171 -------- $953,225 ========
18. CORPORATE REORGANIZATION Merger with Teledesic Corporation On May 12, 2000, ITGL, New Satco Holdings Merger Sub, Inc., a wholly owned subsidiary of ITGL ("Merger Sub") and Teledesic Corporation approved and entered into an Agreement and Plan of Merger pursuant to which Teledesic Corporation will merge with Merger Sub. Subsequently, this agreement was amended such that Teledesic will merge with a wholly owned subsidiary of New ICO. Pursuant to the Plan of Merger, each outstanding share of Teledesic Corporation will be exchanged for 0.80025 shares of Class A common stock of New ICO, subject to certain adjustments, and New ICO will assume all of Teledesic's outstanding options and warrants as adjusted pursuant to the foregoing exchange ratio. As a pre-condition of the merger, Motorola will convert its units of Teledesic LLC into shares of Teledesic Corporation. Acquisition of Teledesic Holdings Limited ITGL has agreed, in connection with the merger with Teledesic Corporation, as described above, and in connection with the merger of ITGL with the Corporation, the corporation would assume the agreement to purchase all outstanding shares of Teledesic Holdings Limited (THL), a controlled subsidiary of Teledesic Corporation, other than those held by Teledesic Corporation, in exchange for the number of F-47 201 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) shares of New ICO Series A or Series B preferred stock equal to 0.97 times the number of THL Class A shares surrendered. New ICO preferred shares expected to be issued are as follows: - 8,385,002 Series A 5% cumulative convertible preferred stock will be valued at $20.62 per share - 14,370,371 Series B 5% cumulative convertible preferred stock will be valued at $13.92 per share For both series, dividends are cumulative at an annual rate of 5% payable annually in kind with additional shares of preferred stock of the same series. Both series include conversion and redemption rights and requirements. Proposed Merger with New ICO The boards of directors of both ITGL and New ICO have approved a plan of merger pursuant to which ITGL would merge into New ICO. Just prior to the consummation of the proposed merger, New ICO would transfer its assets and liabilities into a newly formed wholly owned subsidiary. Pursuant to the plan of merger, in return for their stock holdings in ITGL, the consideration to be received by ITGL shareholders is as follows: - For each share of ITGL Class A Common Stock; 0.97 shares of New ICO Class A Common Stock - For each share of ITGL Class B Common Stock; 0.97 shares of New ICO Class B Common Stock - For each option or warrant to acquire shares of ITGL common stock; an option or warrant to acquire 0.97 shares of New ICO common stock of the same class Consummation of the merger is conditioned on approval by New ICO's and ITGL's shareholders. 19. EVENTS SUBSEQUENT TO JUNE 30, 2000 In July 2000, Eagle River assigned 8,591,768 of its options to acquire New ICO Class A common shares to ITGL as a component of certain options issued by ITGL as described below. If ITGL and New ICO merge, these assigned options will be canceled and the investor options in ITGL would be exchanged for New ICO options. In July 2000, CDR-Satco, LLC (CD&R) executed a purchase agreement to invest $150 million cash for 15 million shares of ITGL Class A common stock at $10 per share. This purchase was funded on July 26, 2000. For this initial investment, CD&R received options to purchase 3,250,000 shares of ITGL Class A common stock at $12.50 per share, not exercisable until after May 16, 2003, and expiring on May 16, 2005. The option price is based on a 2 for 1 conversion ratio of New ICO options to ITGL options held by Eagle River at $25.00. If this conversion ratio changes the option price will change accordingly. ITGL has granted CD&R options to purchase an additional 15 million shares of ITGL Class A common stock at $12 per share if exercised by January 31, 2001 and $13.20 per share if exercised between February 1, 2001 and April 30, 2001. For this additional investment, CD&R will receive options to purchase up to 2,500,000 shares of ITGL Class A common stock, pro rata with actual investment, at $12.50 per share, not exercisable until after May 16, 2003, and expiring on May 16, 2005. The option price F-48 202 ICO-TELEDESIC GLOBAL LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (AMOUNTS AS OF JUNE 30, 2000 AND FOR THE PERIOD MAY 16, 2000 TO JUNE 30, 2000 ARE UNAUDITED) is based on a 2 for 1 conversion ratio of New ICO options to ITGL options held by Eagle River at $25.00. If this conversion ratio changes the option price will change accordingly. In July 2000, an investor executed a purchase agreement to invest $53 million cash for 5.3 million shares of ITGL Class A common stock at $10 per share. This purchase was funded on July 26, 2000. For this initial investment, the investor received options to purchase 5.3 million shares of ITGL Class A common stock at $12 per share if exercised by January 31, 2001, and $13.20 per share if exercised between February 1, 2001 and April 30, 2001. If the investor purchases an additional $100 million of ITGL Class A common stock, bringing its aggregate investment in ITGL to $153 million, the investor will earn options to purchase an additional 833,334 shares of ITGL Class A common stock at $12.50 per share, not exercisable until after May 16, 2003, and expiring on May 16, 2005. However, if the investor fully exercises the 5.3 million options it earned in July of 2000, and no opportunity presents itself for the investor to purchase at least $37.0 million of additional ITGL Class A common stock prior to or during ITGL's initial public offering to fulfill the aggregate investment of $100 million post initial investment, the investor will still be entitled to the 833,334 ITGL options. In July 2000, Cascade Investment, LLC executed a purchase agreement to invest $100 million cash for 10.0 million shares of ITGL Class B common stock at $10 per share. This purchase was funded on July 17, 2000. For this initial investment, Cascade Investment, LLC received options to purchase 5,341,768 shares of ITGL Class A common stock at $12.50 per share. This option price is based on a 2 for 1 conversion ratio of New ICO options to ITGL options held by Eagle River at $25.00. If this conversion ratio changes the option price will change accordingly. F-49 203 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of ICO Global Communications (Holdings) Limited (Debtor-in-Possession, Provisional Liquidator appointed) (a development-stage company) In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of loss and comprehensive loss, of cash flows and of changes in shareholders' equity present fairly, in all material respects, the financial position of ICO Global Communications (Holdings) Limited (Debtor-in-Possession ("debtor-in-possession"), Provisional Liquidator appointed) (a development-stage company) and its subsidiaries at December 31, 1998 and 1999, and the results of their operations, their cash flows and their changes in shareholders' equity for each of the years ended December 31, 1997, 1998 and 1999, and for the cumulative period from inception on January 24, 1995 to December 31, 1999 in conformity with generally accepted accounting principles in the United States. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Notes 1 and 2 to the financial statements, the Company is a development-stage company, which has filed a voluntary petition to reorganize under chapter 11 of the Bankruptcy Code in the United States. The Company has incurred significant losses and negative cash flows from operating activities since inception and is dependant on additional financing and certain other matters in order to continue its operations and execute its business strategy. The Company's going concern basis is dependant upon, among other things, the confirmation and consummation of a plan of reorganization, its ability to comply with the terms of the debtor-in-possession finance facility and its ability to generate sufficient cash from financing arrangements to meet obligations as they come due and to complete the ICO Network. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in respect of these matters are described in Notes 1 and 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. PricewaterhouseCoopers London, England March 17, 2000 F-50 204 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED BALANCE SHEETS ASSETS
AS OF DECEMBER 31, ------------------------ NOTE 1998 1999 ---- ---------- ---------- CURRENT ASSETS Cash and cash equivalents................................... $ 548,692 $ 185,385 Marketable securities....................................... 4 228,005 -- Prepaid expenses and other current assets................... 5 11,253 8,515 ---------- ---------- Total current assets........................................ 787,950 193,900 TANGIBLE FIXED ASSETS Property and equipment in service, net...................... 6 11,543 11,916 Property under construction................................. 6 1,807,025 2,728,728 OTHER NON-CURRENT ASSETS Restricted cash and advance deposits........................ 7 57,466 73,957 ---------- ---------- TOTAL ASSETS...................................... $2,663,984 $3,008,501 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses....................... 8 $ 104,851 $ 30,837 Amounts owing to related parties............................ 9 57,944 33,664 Debtor in possession financing.............................. 10 -- 225,000 ---------- ---------- Total current liabilities................................... 162,795 289,501 Long term debt.............................................. 533,021 -- Other non-current liabilities............................... 11 4,409 650 ---------- ---------- Total liabilities not subject to compromise................. 700,225 290,151 Liabilities subject to compromise........................... 12 -- 957,108 ---------- ---------- TOTAL LIABILITIES................................. 700,225 1,247,259 ---------- ---------- SHAREHOLDERS' EQUITY Ordinary Shares 560,000,000 shares authorized in 1999 and 1998 and 207,607,618 and 207,647,618 issued and outstanding in 1999 and 1998, respectively................ 15 2,076 2,076 Share premium............................................... 2,305,681 2,304,171 Called-up share premium receivable.......................... (1,010) -- Cumulative other comprehensive loss......................... (24) (347) Accumulated loss during development stage................... (342,964) (544,658) ---------- ---------- Total shareholders' equity.................................. 1,963,759 1,761,242 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY........ $2,663,984 $3,008,501 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. F-51 205 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
YEAR ENDED DECEMBER 31, --------------------------------- SINCE NOTE 1997 1998 1999 INCEPTION ---- --------- --------- --------- --------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Revenues................................ $ -- $ 142 $ 2,190 $ 2,332 Direct production costs................. -- (289) (2,946) (3,235) Marketing, general and administrative expenses.............................. (67,569) (142,189) (116,144) (393,373) TRW settlement.......................... 13 (149,990) -- -- (149,990) Depreciation and amortization of tangible fixed assets................. (3,332) (5,684) (7,752) (18,308) --------- --------- --------- --------- Operating loss.......................... (220,891) (148,020) (124,652) (562,574) Interest receivable and other income, net................................... 35,496 41,127 20,699 125,015 --------- --------- --------- --------- Loss before reorganization costs and income taxes.......................... (185,395) (106,893) (103,953) (437,559) Reorganization costs.................... 14 -- -- (93,530) (93,530) --------- --------- --------- --------- Loss before income taxes................ (185,395) (106,893) (197,483) (531,089) Income taxes............................ 16 (2,582) (3,783) (4,211) (13,569) --------- --------- --------- --------- Net loss................................ $(187,977) $(110,676) $(201,694) $(544,658) Other comprehensive loss................ 22 (316) (159) (323) (347) --------- --------- --------- --------- Comprehensive loss...................... $(188,293) $(110,835) $(202,017) $(545,005) ========= ========= ========= ========= Basic and diluted loss per share........ 17 $ (1.63) $ (0.56) $ (0.97) $ (4.57) ========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements. F-52 206 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, ----------------------------------- SINCE 1997 1998 1999 INCEPTION --------- ----------- --------- ----------- (IN THOUSANDS) Net loss.............................................. $(187,977) $ (110,676) $(201,694) $ (544,658) Adjustments to reconcile net loss to cash flows used in operating activities: Non-cash items: TRW settlement (see Note 13)...................... 149,990 -- -- 149,990 Depreciation...................................... 3,332 5,684 7,752 18,308 Amortization of debt issue costs.................. -- 1,068 1,749 2,817 Exchange (gain) loss.............................. -- 10,184 (9,404) 780 Reorganization costs.............................. -- -- 91,343 91,343 Changes in working capital: (Decrease) increase in taxation payable......... 660 1,692 (331) 3,741 Decrease (increase) in prepaid expenses and other current assets......................... (1,029) (2,622) 6,094 (5,621) (Decrease) increase in accounts payable and accrued expenses............................. 19,022 103,116 (110,757) 22,693 Decrease in other non-current liabilities....... -- (25,939) (3,759) (19,918) --------- ----------- --------- ----------- Net cash used in operating activities................. (16,002) (17,493) (219,007) (280,525) Cash flows used in investing activities: Capital expenditure: property under construction.... (572,325) (986,104) (612,885) (2,465,938) Capital expenditure: property in service............ (4,478) (9,280) (7,947) (29,441) Cash released (deposited) in respect of letters of credit............................................ (40,641) 74,066 3,848 (3,727) Sale (purchase) of marketable securities, net....... -- (228,005) 228,005 -- --------- ----------- --------- ----------- Net cash used in investing activities................. (617,444) (1,149,323) (388,979) (2,499,106) Cash flows provided by financing activities: Proceeds from issue of Ordinary Shares -- TRW....... -- 50,000 -- 50,000 Proceeds from issue of Ordinary Shares -- other..... 255,841 695,576 -- 2,079,185 Proceeds from issue of Dollar and Euro Senior Notes including warrants and operator financing......... -- 590,457 18,748 609,205 Debtor-in-possession financing received............. -- -- 225,000 225,000 --------- ----------- --------- ----------- Net cash provided by financing activities............. 255,841 1,336,033 243,748 2,963,390 Effect of exchange rate movements on cash............. -- 695 931 1,626 Net (decrease) increase in cash and cash equivalents......................................... (377,605) 169,912 (363,307) 185,385 Cash and cash equivalents at the beginning of the period.............................................. 756,385 378,780 548,692 -- --------- ----------- --------- ----------- Cash and cash equivalents at the end of the period.... $ 378,780 $ 548,692 $ 185,385 $ 185,385 ========= =========== ========= =========== Supplemental cash flow information: Interest paid....................................... $ -- $ 2,291 $ 44,898 $ 47,189 Income taxes paid................................... $ 1,922 $ 2,045 $ 4,609 $ 9,849 Liabilities subject to compromise paid.............. $ -- $ -- $ 1,184 $ 1,184
The accompanying notes are an integral part of these consolidated financial statements. F-53 207 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY ORDINARY SHARES UNLESS OTHERWISE STATED
CALLED-UP OTHER NUMBER OF CALLED-UP SHARE COMPREHENSIVE TOTAL SHARES SHARE SHARE PREMIUM INCOME ACCUMULATED SHAREHOLDER'S ISSUED CAPITAL PREMIUM RECEIVABLE (LOSS) LOSS EQUITY ----------- --------- ---------- ---------- ------------- ----------- ------------- (IN THOUSANDS, EXCEPT NUMBER OF SHARES) Balance at December 31, 1996.... 135,917,982 $1,359 $1,438,848 $(312,439) $ 451 $ (44,311) $ 1,083,908 Foreign exchange translation.... -- -- -- -- (316) -- (316) Issued during the year and paid in full....................... 2,826,000 27 31,373 -- -- -- 31,400 Cash received during the period on cash calls................. -- -- -- 222,695 -- -- 222,695 Issued during the year and partly paid................... 41,823,531 414 464,291 (462,959) -- -- 1,746 Net loss for the year to December 31, 1997............. (187,977) (187,977) ----------- ------ ---------- --------- ------------- ----------- ------------ Balance at December 31, 1997.... 180,567,513 1,800 1,934,512 (552,703) 135 (232,288) 1,151,456 ----------- ------ ---------- --------- ------------- ----------- ------------ Foreign exchange translation.... -- -- -- -- (159) -- (159) Issued during the year and paid in full....................... 28,925,290 295 330,052 -- -- -- 330,347 Warrants issued during the year.......................... -- -- 77,647 -- -- -- 77,647 Costs relating to the initial public offering............... -- -- (16,102) -- -- -- (16,102) Cash received during the year on cash calls.................... -- -- -- 530,792 -- -- 530,792 Shares forfeited in the year.... (1,845,185) (19) (20,428) 20,901 -- -- 454 Net loss for the year to December 31, 1998............. -- -- -- -- -- (110,676) (110,676) ----------- ------ ---------- --------- ------------- ----------- ------------ Balance at December 31, 1998.... 207,647,618 2,076 2,305,681 (1,010) (24) (342,964) 1,963,759 ----------- ------ ---------- --------- ------------- ----------- ------------ Foreign exchange translation.... -- -- -- -- (323) -- (323) Share premium written back...... -- -- (1,010) 1,010 -- -- -- Shares forfeited in the year.... (40,000) -- (500) -- -- -- (500) Net loss for year to December 31, 1999...................... -- -- -- -- -- (201,694) (201,694) ----------- ------ ---------- --------- ------------- ----------- ------------ Balance at December 31, 1999.... 207,607,618 $2,076 $2,304,171 $ -- $ (347) $ (544,658) $ 1,761,242 =========== ====== ========== ========= ============= =========== ============
The accompanying notes are an integral part of these consolidated financial statements. F-54 208 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. REORGANIZATION On August 27, 1999 (the "Petition Date"), ICO Global Communications Holdings Limited (a Bermuda registered company) ("Holdings") and three of its wholly owned subsidiaries ICO Global Communications Operations Limited (a Cayman Island registered company), ICO Global Communications Services Inc and ICO Global Communications Holdings BV (a Dutch registered company) (collectively "the Debtors") filed voluntary petitions for protection under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Court"). These related proceedings are being jointly administered under the caption "In re ICO Global Communications Services Inc., a Delaware Corporation, et al.", Case Nos. 99-2933/2936 (MFW). On the same date, parallel insolvency proceedings were initiated in Bermuda and the Cayman Islands. During the first half of 1999, Holdings and its subsidiaries ("ICO" or "the Company") explored various opportunities to raise the additional financing required to complete the ICO Network culminating in a proposed rights offering to existing shareholders to raise up to $1 billion. On July 27, 1999 the Company terminated this rights offering as it had not received the minimum amount of share subscriptions required. The Company then entered into negotiations with certain of its strategic investors to secure further investment and with major vendors to secure payment deferrals. By August 27, 1999 it had become clear that an agreement was not imminent and the Company was close to having insufficient funds to continue operations and to meet its liabilities as they fell due. In view of this, bankruptcy petitions were filed in order to give the Company an opportunity to reorganize and seek additional financing. During the period since bankruptcy proceedings were commenced, the Company has developed a revised business plan and proposed modifications to its capital structure to enable it to attract new investment. On February 18, 2000 the Company filed a chapter 11 plan of reorganization which contemplates emergence from bankruptcy in May 2000 with the Court. This plan of reorganization proposed by the Company was approved by the Bankruptcy Court on March 21, 2000. However, there can be no assurance at this time that such plan will be consummated. After the expiration of the exclusivity period the creditors of the Debtors have the right to propose alternative plans of reorganization. If this plan, or any subsequent plan of reorganization fails to be consummated, the Company may never emerge from bankruptcy as a going concern. As a result of the chapter 11 filings, absent approval of the Court, the Debtors are prohibited from paying, and creditors are prohibited from attempting to collect, claims or debts arising up to the petition date. However, such claims or debts may be settled if specific court approval is obtained. The plan of reorganization sets forth the means for satisfying claims and interests in the Debtors, including the liabilities subject to compromise. The consummation of the plan of reorganization for the Debtors will require the requisite vote of impaired creditors and stockholders under the Bankruptcy Code and confirmation of the plan by the Court. The plan of reorganization, among other things, is likely to result in material dilution or elimination of the equity of existing shareholders when their holding is converted into equity in the successor company. The Company has secured $500 million of Debtor-in-possession (debtor-in-possession) financing from a core group of existing investors and from Eagle River Investments LLC and its designees (see Note 10). Under the terms of the debtor-in-possession facility, this financing is convertible into Ordinary shares in the new ICO company to be formed on the Debtors' exit from chapter 11 and related insolvency proceedings. The Company has also secured a conditional commitment for an additional $700 million equity investment from Eagle River. The financing is dependent on the confirmation and consummation of the plan of reorganization by the Bankruptcy Court. The Company believes, that, based on the current plan of reorganization, in addition to the $1.2 billion and the proposed relief under the plan of F-55 209 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) reorganization it would require substantial additional finance to fund its operations and investment through to service launch expected in October 2002. The Court has granted the Company's request to extend its exclusive right to file a plan of reorganization through June 15, 2000. There are no assurances that the Company will not encounter substantial technical problems in the completion of the ICO Network including, among other things, further launch failures, hardware and software failures, delays in integrating the network and delays in the development of user equipment. There are also no assurances that the Company will not encounter significant problems in obtaining licenses and other regulatory approval, securing adequate distribution channels or in respect of certain US legal restrictions on exports of equipment, services and technology. 2. BASIS OF PREPARATION AND CONSOLIDATION The consolidated financial statements include the financial statements of ICO Global Communications (Holdings) Limited (Debtor-in-Possession, Provisional Liquidator appointed) (a development-stage company) and its subsidiary companies, all of which are wholly owned. All financial information in these financial statements is in US dollars unless otherwise stated. The Company's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and consistently applied. The results of operations and assets and liabilities of the Company's wholly owned subsidiaries have been consolidated and all intercompany transactions and balances have been eliminated. In connection with the bankruptcy proceedings, the Company has adopted AICPA Statement of Position 90-7 "Financial Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"). SOP 90-7 requires entities in bankruptcy to present their pre-petition liabilities on the basis of the expected amount of allowed claims in accordance with Statement of Financial Accounting Standard No. 5, "Accounting for Contingencies". The Company is a development-stage company, has incurred a cumulative net loss since inception and is dependent on additional financing in order to continue its operations and execute its business strategy. The plans of the Company include, among other things, a plan of reorganization to enable it to exit bankruptcy and further proposals to raise significant future funding with a combination of equity and debt There is no assurance that the Company can complete the construction of its network, fund its future working capital requirements or achieve positive cash flow from operations. As a result, there is substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. The accompanying financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. However, as a result of the chapter 11 filing and circumstances relating to this event, including the Company's leveraged financial structure and losses from operations, such realization of assets and liquidation of liabilities is subject to significant uncertainty. While under the protection of chapter 11, the Debtors may sell or otherwise dispose of assets and liquidate or settle liabilities for amounts other than those reflected in the financial statements. Further, the plan of reorganization could materially change the amounts reported in the financial statements, which do not give effect to all adjustments of the carrying value of assets or liabilities that might be necessary as a consequence of the plan of reorganization. The appropriateness of using the going concern basis is dependent upon, among other things, confirmation of the plan of reorganization, the ability to comply with the terms of the debtor-in-possession F-56 210 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Facility and the ability to generate sufficient cash from financing arrangements to meet obligations and complete the ICO Network. The Company requires the successful completion and implementation of the ICO Network and successful completion of a plan of reorganization to recover the cost of property under construction over its estimated useful life. Management believes there have been no events or changes in circumstances that would require the recognition of an impairment loss. However, due to the inherent uncertainties in estimating future cash flows, the successful completion of a plan of reorganization, and the successful completion and implementation of the ICO Network, there can be no assurance that the Company will ultimately recover the cost of property under construction. 3. SIGNIFICANT ACCOUNTING POLICIES i) Organization and business Holdings, incorporated as an exempted company registered in the Cayman Islands on May 17, 1995, is the successor to I-CO Global Communications Holdings Limited, which commenced trading on January 24, 1995, and subsequently transferred all of its assets to Holdings in return for shares prior to voluntarily winding up. On incorporation, Holdings had an authorized share capital divided into 25,000,000 Ordinary Shares of $0.01 each and 700,000 B shares of $0.01 each. On February 16, 1998, Holdings became a Bermuda-registered company. The Company is developing and commercializing a medium earth orbit ("MEO") satellite-based global communications service. The ICO communications system (the "ICO Network") will be a fully integrated end-to-end system consisting of a space segment, ground network (the "ICONET") and phones which are principally handheld (the "ICO phones"). The ICO Network is designed to enable local service providers to offer high-quality wireless voice telephony and data services virtually anywhere in the world. The service offering will be complementary to terrestrial fixed and mobile services, with which it will interconnect, and will allow customers to roam across terrestrial fixed and mobile networks around the world. The construction of the ICO Network is taking place in collaboration with ICO's contributing partners, which include Hughes Electronics Corporation and its subsidiary Hughes Space and Communications International Inc. ("Hughes") and NEC Corporation of Japan ("NEC") (see Note 9). The Company continues to be a development-stage company, engaged primarily in the design, development, construction and financing of the ICO Network. The Company does not expect to commence commercial operations of its mobile satellite services ("MSS") system until 2002. Accordingly, it does not expect to generate significant revenues until 2002, when the ICO System has been deployed. ii) Development-stage company The Company is a development-stage company as defined in Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises," and will continue to be so until it commences its commercial operations of its MSS system. Future operating results will be subject to significant business, economic, regulatory, technical and competitive uncertainties and contingencies. The development of the components of the ICO Network is a complex undertaking and there can be no assurance that cost overruns or a delay in deployment of the ICO Network will not occur. Depending on their extent and timing, these factors, individually or in the aggregate, could have an adverse effect on the Company. F-57 211 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) iii) Revenue recognition The Company recognizes the telecommunications services revenue from its ICOroam product based on minutes of traffic processed and contracted fees during the period. ICOroam is an ancillary service that does not use the core assets of the ICO Network. All revenue in 1998 and 1999 relates to ICOroam. The Company expects to recognize revenues from its mobile satellite services products using the ICO System in the period such services are provided. iv) Called-up share capital and share premium Called-up share capital represents the nominal value of all shares currently in issue. Share premium comprises the excess of the value of the consideration received or receivable over the nominal value of the shares. Share premium receivable, representing that element of share premium committed by investors on issue of the shares but not received as of the balance sheet date, is classified as a deduction from share premium in the balance sheet. v) Cash and cash equivalents Cash and cash equivalents include highly liquid investments with maturities of 90 days or less at the date of acquisition, but exclude restricted cash deposits. Excess funds are invested in short-term, interest-bearing deposits. Short-term investments, consisting principally of bank deposits, commercial paper and treasury bonds, are stated at cost as it is management's intent to hold these instruments to maturity. vi) Marketable securities The Company values all marketable securities that mature in more than 90 days at the time of purchase at amortized cost as management has both the intent and ability to hold these instruments to maturity. vii) Tangible fixed assets Property and equipment in service: Property and equipment in service is recorded at cost. This comprises leasehold improvements, furnishings, office equipment and computer equipment. Property under construction: Property under construction includes all costs incurred in the design, manufacture, test and launch of twelve satellites ("space segment") and the satellite access nodes, tracking and telemetry, network management and other communications equipment that comprise the ICO Network. These costs primarily comprise third-party construction and engineering costs but also include certain internal engineering costs directly attributable to the design and construction of the ICO Network and for management and control of external production, plus interest expense that has been capitalized in relation to the construction of the assets. ICO Network costs are classified as "property and equipment in service" and depreciated when they become operational and are placed in service following the commencement of commercial operations. Only the costs of constructing successfully deployed satellites will be transferred to "property and equipment in service"; any losses resulting from unsuccessful launches or satellite failures are to be recognized as incurred, with any insurance proceeds related to such losses recorded concurrently. Impairment: The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets might not be recoverable in accordance with the provisions of Statement of Financial Accounting Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". In general, this F-58 212 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) statement requires recognition of an impairment loss when the sum of undiscounted expected future cash flow is less than the carrying-amount of such assets. The measurement for such impairment loss is then based on the fair value of the asset. viii) Depreciation and amortization In-service assets currently comprise leasehold improvements, furnishings, office equipment and computer equipment. Leasehold improvements are depreciated over the shorter of the leasehold length and the asset's estimated useful life. Other in-service assets are depreciated over their estimated useful lives (3 years) on a straight line basis. Property under construction will be depreciated when placed in service following the commencement of commercial operations by the Company. It is anticipated that satellites will be depreciated on an asset-by-asset basis over their remaining estimated useful life at commencement of commercial mobile satellite service operations, a period of between 10 and 12 years. The remaining ICO Network assets will be depreciated over their remaining estimated useful lives at the commencement of commercial mobile satellite services operations, generally a period of between 2 and 10 years, with certain longer-life assets, such as buildings, being depreciated over lives of up to 40 years. ix) Foreign currency transactions and translation The functional currency for the Company's operations is US dollar. ICO translates its subsidiary activity at the average exchange rate prevailing during the period. Assets and liabilities denominated in foreign currency are restated at the exchange rate prevailing at the balance sheet date. Exchange differences arising on the retranslation of assets and liabilities are recorded as a component of shareholders' equity. Transaction gains and losses on foreign currency balances are recorded in the consolidated statements of loss and comprehensive loss. The net transaction gains included in the loss for the years ended December 31, 1999 and 1998 were $9.4 million and $0.4 million, respectively. No transaction gains or losses were recorded in the year ended December 31, 1997. x) Taxation The Company recognizes income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. xi) Use of estimates The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used when accounting for depreciation, taxes and contingencies, among others. F-59 213 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) xii) Loss per share The Company calculates loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings per Share". The basic and comprehensive loss per share are calculated by dividing net loss and comprehensive loss respectively, by the weighted average number of Ordinary Shares outstanding during each period. Diluted loss per share is computed by dividing net loss by dilutive potential Ordinary Shares. Dilutive potential Ordinary Shares are calculated in accordance with the Treasury stock method, which assumes that proceeds from the exercise of all options and warrants are used to repurchase Ordinary Shares at market value. The amount of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. Due to the reported losses in all periods presented, the exercise of options and warrants has not been assumed, as to do so would have been anti-dilutive. Shares issued in connection with stock splits or stock dividends, such as the bonus issue of Ordinary Shares on June 26, 1998, are reflected in the calculation of weighted average shares for all periods presented. xiii) Advertising and Promotional Costs The Company expenses all advertising and promotional costs as incurred. Advertising and promotional costs were $5.0 million, $9.5 million, $5.1 million, for the years ended December 31, 1999, 1998 and 1997, respectively. xiv) Capitalized interest Interest costs relating to debt incurred during the construction of the ICO Network are capitalized. Total interest costs incurred and capitalized for the years ended December 31, 1999 and 1998 were $70.3 million and $41.8 million. No interest costs were capitalized during the year ended December 31, 1997. xv) Recently issued accounting standards On September 15, 1998 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133"). SFAS No. 133 establishes a new model for accounting for derivatives and hedging activities and supersedes and amends a number of existing standards. The Company will be required to adopt SFAS No. 133 for the year ended December 31, 2001. The Company is currently evaluating the standard but has not yet determined what effect adoption will have on its future results of operations or financial condition. During April 1998 the Accounting Standards Executive Committee issued Statement of Position 98-5, "Reporting on the Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5 provides guidance on the financial reporting of start-up costs and organization costs, and requires such costs to be expensed as incurred. SOP 98-5 is effective for financial statements for fiscal years beginning after December 15, 1998; the Company fully complies with the provisions of SOP 98-5. xvi) Forward contracts Unrealized gains and losses related to forward contracts are deferred and included in the measurement of the related transaction, when the hedged transaction occurs. F-60 214 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (A DEVELOPMENT-STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 4. MARKETABLE SECURITIES The Company had no marketable securities at December 31, 1999. Items below are classified in the consolidated balance sheet at December 31, 1998 as marketable securities. Cash equivalents have been excluded from these amounts.
AS OF DECEMBER 31, 1998 ------------------ (IN THOUSANDS) Commercial paper............................ $176,387 Discount notes.............................. 24,684 Treasury bills.............................. 26,934 -------- $228,005 ========
Marketable securities have a maturity in excess of 90 days but less than twelve months at the date acquired. 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
AS OF DECEMBER 31, ------------------- 1998 1999 -------- ------- (IN THOUSANDS) Recoverable value-added tax................................. $ 3,354 $2,341 Prepaid expenses and other receivables...................... 4,113 6,028 Interest receivable......................................... 3,786 146 ------- ------ $11,253 $8,515 ======= ======
The carrying values of all categories of the Company's accounts receivable approximate to fair value. F-61 215 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6. TANGIBLE FIXED ASSETS
AS OF DECEMBER 31, ------------------------ 1998 1999 ---------- ---------- (IN THOUSANDS) Property and equipment in service Office equipment and furniture at cost...................... $ 20,737 $ 27,416 Less: accumulated depreciation.............................. (9,748) (16,553) ---------- ---------- 10,989 10,863 Leasehold improvements at cost.............................. 1,492 2,661 Less: accumulated depreciation.............................. (938) (1,608) ---------- ---------- 554 1,053 ---------- ---------- Total property and equipment in service, net................ $ 11,543 $ 11,916 ========== ========== Property under construction Space segment............................................... $1,317,819 $1,825,232 Ground segment including ICONET............................. 489,206 903,496 ---------- ---------- Property under construction at cost......................... $1,807,025 $2,728,728 ========== ==========
Property under construction at December 31, 1999, also included land at cost of $8.1 million (1998: $8.1 million) and buildings not yet placed in service at cost of $8.0 million (1998: $8.0 million). 7. RESTRICTED CASH AND ADVANCE DEPOSITS
AS OF DECEMBER 31, ------------------ 1998 1999 ------- ------- (IN THOUSANDS) Deposits on leasehold property.............................. $ 2,506 $ 3,658 Letters of credit........................................... 5,000 -- Advances on long-term contracts............................. 49,960 70,299 ------- ------- $57,466 $73,957 ======= =======
Advances made under certain long-term contracts relating to the design, development and production of user terminals are non-refundable to the Company. 8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
AS OF DECEMBER 31, ------------------- 1998 1999 -------- ------- (IN THOUSANDS) Current liabilities Accounts payable............................................ $ 2,318 $ 2,659 Accrued income taxes........................................ 4,076 3,681 Payroll and employee benefit related liabilities............ 1,391 5,907 Other accrued expenses...................................... 60,935 16,751 Accrued interest on: High yield debt and operator credit facilities............ 36,131 -- Debtor-in-possession financing............................ -- 1,839 -------- ------- $104,851 $30,837 ======== =======
F-62 216 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The carrying values of all categories of the Company's accounts payable and accrued expenses approximate to fair value. In accordance with SOP 90-7, contractual interest on pre-petition debt of the Debtors for the period August 28 through December 31, 1999 has not been accrued. 9. RELATED PARTIES The Company considers related parties to be its principal shareholders and their affiliates, as well as certain companies with whom the Company has placed significant contracts. Since 1995 the Company has engaged in the following transactions with its shareholders or their affiliates. Further information on material contracts is detailed in Note 19. The Company has not entered into any material transactions with its Directors and Executive Officers. Following the Debtors' petition for protection under chapter 11, Management have entered into discussions with certain vendors concerning re-negotiation of the terms of various contracts, including some of the contracts described below. All variations in contract terms are subject to the Court's approval. Inmarsat As of the date of these financial statements, Inmarsat owned 19,800,000 Ordinary Shares of the Company. The Company was founded by Inmarsat signatories to execute a mobile satellite system concept that originated within Inmarsat. Certain current employees of the Company were formerly employed by Inmarsat. Under the terms of its original Subscription Agreement dated January 20,1995 (novated to ICO on June 21, 1995), Inmarsat agreed to subscribe for shares of the Company and to provide ICO with certain intellectual property rights. Certain other assets were also transferred to ICO pursuant to the Subscription Agreement. Inmarsat is permitted to provide its existing geostationary earth orbit satellite-based mobile satellite communications and allied services but has agreed, subject to certain conditions, not to procure a separate space segment designed for the purposes of providing handheld services. Such non-compete provisions are terminable at the option of Inmarsat in the event of (i) the termination of the Inmarsat Service Contract (this fixed term contract expired during 1999); (ii) the failure by ICO to meet its milestones for developing handheld services; (iii) the inability of Inmarsat to purchase handheld capacity or service from ICO; (iv) the insolvency of ICO; and (v) a change of control of ICO. Hughes As of the date of these financial statements, Hughes or its subsidiaries, owned 5,420,712 Ordinary Shares in the Company. ICO has entered into the Satellite Contract and the Launch Services Contract (see Note 19), totaling $2.3 billion, with Hughes. The contracts cover the supply of twelve satellites and associated telemetry, tracking and control equipment, plus launch services, and comprise the majority of the Company's investment in the space segment of the ICO Network. In addition, the Company has entered into a user-terminal contract with Hughes totaling $85.0 million for the design, development and production of hand-held ICO phones. As of December 31, 1999, the Company had made payments to Hughes of approximately $595.9 million under the Launch Services Contract, payments of approximately $1,002.8 million under the Satellite Contract and payments of approximately $8.5 million under the User Terminal Contract. Under the terms of a subscription agreement dated October 3, 1995 between Hughes and the Company, Hughes agreed to subscribe for 8,442,000 fully paid Ordinary shares at a price of $11.11 per Ordinary share, which was the fair market price at the time of the Agreement, for an aggregate F-63 217 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) subscription price of $93.8 million over a period of time expiring on February 28, 1999. As at December 31, 1999, Hughes had been issued 5,420,712 Ordinary shares pursuant to the subscription agreement and 2,988,298 Ordinary shares remain to be subscribed for by Hughes after adjusting for 416,667 Ordinary shares acquired at $12.00 during the Company's Initial Public Offering. The remaining Ordinary shares may be subscribed for conditional upon completion of various milestone events as set out in the Satellite Contract relating to the successful development and delivery of certain component parts of the space segment. Details of these contracts are provided in Note 19. NEC Corporation of Japan As of the date of these financial statements NEC owned 450,000 Ordinary Shares of the Company. NEC is the leading party among the suppliers contracted to deliver ICONET ground systems pursuant to the ICONET Supply Contract. The ICONET Supply Contract provides for the design, manufacture, construction, delivery, installation, integration and testing of the ICONET ground facilities and for related services. As of December 31, 1999, the contract price was approximately $743.4 million, plus a further sum of $21.5 million in respect of freight and insurance. Details of this contract are provided in Note 19. TRW Inc. TRW and ICO entered into an agreement on December 16, 1997, the terms of which resulted in TRW becoming a related party. At December 31, 1999 and 1998, ICO had liabilities to TRW of $17.5 million and $25 million, respectively. The terms of this agreement are detailed in Note 13. Satellite Access Node ("SAN") Operators ICO has selected 12 locations for its SANs and a SAN operator to construct and operate each SAN. The SANs will be constructed and operated pursuant to SAN agreements that provide for the installation, licensing, financing, operation and maintenance of each SAN. Each SAN operator will also provide interconnection of the ICONET to the public switched network in the country in which the SAN is located and via the international switching facilities in that country to neighboring countries. The SAN agreements have been primarily made with existing shareholders of the Company. The following table sets forth information regarding the SAN operators that are shareholders of the Company:
PERCENTAGE OWNERSHIP IN ---------------------------------- SAN OPERATOR COMPANY(A) SAN LOCATION ------------ ---------- -------------------- ETISALAT.................................. 7.34% United Arab Emirates VSNL...................................... 6.50% India Deutsche Telekom.......................... 5.00% Germany Telecomm Mexico........................... 3.70% Mexico Korea Telecom............................. 2.95% Korea Others negotiated to date(b).............. 1.70% Various
- --------------- (a) As of December 31, 1999 (b) Includes the SANs in South Africa, Australia and Indonesia In addition, the Company entered into a binding contract with Satellite Phone Japan and KDD relating to the supply of Primary Network Management Center and Backup Satellite Control Center site operations and interconnect services in relation to the ICO facility to be based near Tokyo, Japan. As of December 31, 1999, Satellite Phone Japan owned 12,390,660 Ordinary Shares (5.97% of Ordinary Shares F-64 218 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) outstanding). The agreement also reflects certain operator financing arrangements relating to the Tokyo site facilities. Service Partners It is expected that many of the existing shareholders of the Company will act as service partners and will distribute ICO's services in their respective territories. Such shareholders will be entitled to payments associated with the distribution of ICO's services in their capacities as service partners. Directors Certain of the non-executive Directors of the Company are also officers of shareholders of the Company. Payments and amounts payable to related parties Included in the statements of cash flow are the following material payments to related parties, which have been recorded principally as "Capital expenditure: property under construction".
YEAR ENDED DECEMBER 31, -------------------------------- 1997 1998 1999 -------- -------- -------- (IN THOUSANDS) Inmarsat........................................... $ 2,767 $ 706 $ 786 Hughes............................................. 393,995 582,473 388,682 NEC................................................ 123,624 197,307 158,792 Satellite Phone Japan.............................. -- 1,630 1,449 -------- -------- -------- $520,386 $782,116 $549,709 ======== ======== ========
The above table excludes cash received relating to the issue of equity during the period. Total amounts payable to related parties at December 31, 1999, were $195.0 million (1998: $57.9 million), of which $161.3 million were liabilities subject to compromise. 10. DEBTOR-IN-POSSESSION FINANCING The debtor-in-possession credit agreement consists of two tranches. Tranche I, in the aggregate amount of $225 million, was funded by Eagle River and a group of existing investors in ICO. Tranche II, in the aggregate amount of $275 million has been committed to in full by Eagle River. The loans mature on the earliest of June 15, 2000, the date the Company emerges from chapter 11 ("the effective date"), or the date the loans are accelerated after the occurrence of an event of default. An event of default is deemed to occur if the Company (a) fails to file a plan and disclosure statement by January 31, 2000, (b) such plan is filed but the Court does not enter a confirmation order prior to May 31, 2000, (c) the Court does not approve the disclosure statement on or before March 31, 2000, or (d) the effective date has not occurred on or before June 15, 2000. The loans are convertible into shares in the new ICO company, to be formed on the Debtors' exit from chapter 11 and related insolvency proceedings, at an exchange price of $9 per share for Tranche I lenders and $17.74 per share for Tranche II lenders. In the event of the Company's liquidation, the debtor-in-possession financing lenders are entitled to priority over all claims except for $1.5 million for certain fees and expenses of professionals and the US F-65 219 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Trustee. As security, the lenders have been granted a lien on all of the parent company's non-cash assets and the capital stock of each subsidiary. Certain subsidiaries have also granted a lien on their non-cash assets. Interest accrues at an annual rate of LIBOR+5.25% and LIBOR+4.75% for Tranches I and II, respectively. Interest is payable in cash on the maturity date. The agreement requires certain conditions to be fulfilled prior to the Tranche II financing being advanced to the Company. These include (i) the Company must provide Eagle River with a draft plan of reorganization, (ii) key vendor and other contracts must have been modified to the satisfaction of Eagle River. As of December 31, 1999 the full $225 million of financing available from Tranche I had been drawndown by the Company and $1.8 million of interest payable had been accrued. On February 4, 2000 the Company announced that Eagle River had entered into a definitive agreement with ICO under which Eagle River acknowledged the completion of its due diligence and agreed all conditions relating to the Tranche II funding of $275 million had been waived. 11. OTHER NON-CURRENT LIABILITIES
AS OF DECEMBER 31, -------------- 1998 1999 ------ ---- (IN THOUSANDS) Discounted value option plan accrual (see Note 20).......... $4,409 -- Special bonus agreement..................................... -- $650 ------ ---- $4,409 $650 ====== ====
On the commencement of his employment with the Company Richard Greco, the Chief Executive Officer, was nominally awarded 59,504 phantom options in Loral Space & Communications Ltd. ("Loral") at $15.125 per share, a total base value of $0.9 million under a Special Bonus Agreement. The Agreement is intended to compensate Mr. Greco for the loss of economic benefits he could otherwise have enjoyed from the options he held in Loral had he not terminated his employment there to join the Company. The Agreement has a maximum duration of 5 years from the commencement of his employment by ICO. Benefits accrue to Mr. Greco based on (i) increases in the Loral share price above the base value of $15.125 per share and (ii) the duration of his employment with the Company. Benefits are payable to Mr. Greco on both the third and fifth anniversaries of the commencement of his employment and in the event of termination of his employment for any reason during the five year period. The unearned compensation expense is determined by reference to the market value of Loral common stock at the balance sheet date in accordance with variable plan accounting treatment prescribed by Accounting Principle Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25") and FASB Interpretation No. 28 "Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans" ("FIN 28"). An unearned compensation cost of $0.7 million has been recorded for the year ended December 31, 1999, assuming all of the Agreement's conditions were satisfied and based on a Loral closing share price at that date of $24.313. F-66 220 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. LIABILITIES SUBJECT TO COMPROMISE The principal categories of claims classified as liabilities subject to compromise under reorganization proceedings in the Debtors are identified below. All amounts may be subject to further adjustment depending on Bankruptcy Court action, further developments with respect to disputed claims or other events. Additional claims may arise resulting from rejection of additional executory contracts or unexpired leases by the Debtors.
AS OF DECEMBER 31, -------------------- 1998 1999 -------- -------- (IN THOUSANDS) Accounts payable and accrued expenses....................... $ -- $170,682 Amounts owing to related parties............................ -- 161,320 US Dollar and Euro Senior Notes and Operator financing...... -- 625,106 -------- -------- $ -- $957,108 ======== ========
The Debtors have $508.9 million of liabilities due to non-debtor companies within the group, which have been eliminated on consolidation but are subject to compromise. As a result of the bankruptcy filing, no principal or interest payments will be made on any pre-petition debt held by the Debtors without the Court's approval or until a reorganization plan defining the repayment terms has been approved. Contractual interest on pre-petition debt accrued through August 27, 1999 totaled $50.9 million. On December 23, 1999 $0.9 million of this interest relating to pre-petition operator financing was paid in accordance with Court approval. The contractual interest expense not recorded on pre-petition debt totaled $28.8 million for the period from August 28 through December 31, 1999. Prior to the bankruptcy filing, the Company's debt consisted primarily of US Dollar and Euro Senior Notes as described below. Holdings did not pay the semi-annual interest due on this debt on August 1, 1999. The Debtors had entered into forward foreign currency contracts to reduce the impact of currency movements on its Yen and Euro long-term liabilities. The aggregate notional principal amounts under the forward foreign currency contracts was $127.8 million. These contracts were terminated upon the Debtors' bankruptcy filing. Pursuant to the early termination, the Debtors have incurred a pre-petition liability of $3.6 million which has been included in liabilities subject to compromise. As part of the chapter 11 reorganization process, the Debtors have attempted to notify all know or potential creditors of the chapter 11 filing for the purpose of identifying all pre-petition claims against the Debtors. Generally, creditors whose claims arose prior to the petition date had until January 23, 1999 ("Bar Date") to file claims or be barred from asserting claims in the future. Claims arising from the rejection of executory contracts by the Debtors, and claims related to certain other items were permitted to be filed by other dates set by the Bankruptcy Court. Differences between amounts shown by the debtors and claims filed by creditors are being investigated and will either be amicably resolved or adjudicated. The ultimate amount of and settlement terms for such liabilities are subject to the plan of reorganization when confirmed, and accordingly are not presently determinable. F-67 221 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) US Dollar and Euro Senior Notes and operator financing comprises the following:
AS OF DECEMBER 31, -------------------- 1998 1999 -------- -------- (IN THOUSANDS) Operator credit facilities............................. $ 46,262 $ 64,462 US Dollar and Euro Senior Notes........................ 486,759 560,644 -------- -------- $533,021 $625,106 ======== ========
(i) Operator credit facilities At December 31, 1999 the Debtors had entered into several vendor operating credit facilities at the subsidiary level which have maturities ranging from three to ten years, at variable rates of interest between 5% and 12%. These facilities are to finance the acquisition of certain ICONET assets. As of August 27, 1999 accrued interest payable relating to these facilities was $2.2 million, of which $0.9 million was paid during December 1999 following approval by the Court. Interest on these facilities post August 27, 1999 has been stayed by the chapter 11 proceeding. (ii) Dollar and Euro Senior Notes Concurrently with the Initial Public Offering ("IPO," see Note 15), in August 1998 Holdings completed an offering comprising $460,000,000 principal amount of 15% US Dollar Senior Notes due 2005 and Euro 100,000,000 principal amount of 15.25% Euro Senior Notes due 2005 (collectively "the Notes"). Proceeds from the offering after underwriting fees were $446.2 million and Euro 97.0 million, respectively, of which $77.6 million represented the total fair value of the detachable warrants issued with the Notes. Interest on the US Dollar Senior Notes and the Euro Senior Notes accrues at the rate of 15% and 15.25% per annum, respectively, and is payable semi-annually. Holdings did not make the semi-annual payment of approximately $43 million due to holders of its US Dollar and Euro Senior Notes on August 1, 1999, as the indentures under which the Senior Notes were issued provide for a 30 day grace period with respect to payments of interest. During the 30 day grace period, Holdings filed for protection under chapter 11 of the Bankruptcy code, and the interest accrued at that date remained unpaid at December 31, 1999. This interest is included in liabilities subject to compromise. Interest on the Senior Notes post August 27, 1999 has been stayed by the chapter 11 proceeding. The Notes rank pari passu in the right of payment with each other and with all existing and future unsubordinated obligations of Holdings. On or after August 1, 2003, the Notes are redeemable at the option of the Company, in whole or in part, at the redemption prices set forth in the Notes, plus accrued and unpaid interest, if any, to the date of redemption. The Notes are also redeemable in certain circumstances upon a future equity offering and in the event of certain changes in tax laws and regulations. Upon the occurrence of a change of control, the Company is required to make an offer to purchase all the Notes at 101% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase. The indentures relating to the Notes contain covenants relating to, among other things, limitations on: (i) the incurrence of indebtedness; (ii) restricted payments; (iii) dividends and other payment restrictions affecting restricted subsidiaries; (iv) the sale of capital stock of restricted subsidiaries; (v) the issues of guarantees by subsidiaries; (vi) transactions with shareholders and affiliates; (vii) the issuance of preferred stock; (viii) the incurrence of liens; (ix) sale and leaseback transactions; and (x) asset sales. F-68 222 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) In accordance with SOP 90-7, the Senior Notes are stated in the balance sheet at December 31, 1999 at their nominal value, the expected allowable amount, of $560.6 million. Previously, the Notes were included in the balance sheet at an amount representing the total debt repayable net of the unamortized portion of the fair value attributed to the detachable warrants at the time of issue and deferred financing costs. At December 31, 1999 this would have been $484.7 million. The restatement of the Notes to their nominal value, resulted in a reorganization cost of $65.8 million. The deferred financing costs associated with the US Dollar and Euro Senior Notes of $18.7 million related principally to underwriting, legal and accounting fees. Prior to Holdings bankruptcy filings, these deferred costs were being amortized on a straight line basis over the term of the Notes. However, as a result of the application of SOP 90-7, the remaining balance of $15.9 million was written off as a reorganization cost in the year ended December 31, 1999. The fair value of the US Dollar Senior Notes and Euro Senior Notes at December 31, 1999, based on quoted market prices, was $257.9 million. The estimated fair value of the warrants at December 31, 1999 was deemed to be nil, as the conversion price exceeded that quoted for ordinary shares at that date. Scheduled maturities of operator credit and senior note debts at December 31, 1999 were as follows:
(IN THOUSANDS) 2000......................................... $ 1,832 2001......................................... 6,696 2002......................................... 7,672 2003......................................... 8,792 After 2003................................... 600,114 -------- $625,106 ========
13. EQUITY COMMITTED AND SETTLEMENT OF DISPUTE On December 16, 1997, ICO entered into an agreement with TRW Inc. ("TRW"), a US company, to settle an outstanding dispute over alleged patent rights. Under the agreement, ICO and TRW agreed to dismiss their respective patent litigation and TRW agreed to pay $50 million in consideration for the issue to TRW of 13.5 million Ordinary Shares in the Company. In return, ICO agreed to pay TRW $50 million ($25 million initially and $25 million at the earlier of receiving an operating license from the US Federal Communications Commission ("FCC") or June 30, 1999) and issued to TRW 13.5 million Ordinary shares with a fair value of approximately $150 million. On January 7, 1998, the net cash of $50 million was received from TRW and the shares were issued by ICO to TRW resulting in a credit to shareholders' equity of $149,990,000. As a result of the settlement with TRW, ICO's consolidated statement of loss for the year ended December 31, 1997 reflected an expense of $149,990,000, representing the $50 million payable to the TRW plus the fair value of the issued shares, less the $50 million receivable from TRW. ICO's obligation to issue shares to TRW was reflected by the $149,990,000 "Equity committed following settlement" (at fair value). The amounts receivable from TRW were reflected in current assets. In 1998, current liabilities included $25 million payable to TRW. During 1999, prior to the Company filing petitions for protection under chapter 11 of the Bankruptcy Code, $7.5 million was paid to TRW. The balance due of $17.5 million remained unpaid at August 27, 1999 and at December 31, 1999 is included in liabilities subject to compromise. F-69 223 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. REORGANIZATION COSTS Reorganization costs recorded in the period August 28 through December'31, 1999 consisted of the following:
(IN THOUSANDS) Professional fees........................................... $14,244 Restatement of US Dollar and Euro Senior Notes to expected allowable amount.......................................... 65,786 Deferred financing costs written off........................ 15,893 Less: Interest income....................................... (2,393) ------- $93,530 =======
Professional fees incurred comprised legal, Joint Provisional Liquidator, investment banker and accounting fees for bankruptcy activity for US, Bermuda and Cayman Island proceedings and restructuring efforts on behalf of the Debtors and the official Creditors Committee. Deferred financing costs written off and the restatement of the US Dollar and Euro Senior Notes to the expected allowable amount are explained in Note 12. Cash payments relating to reorganization costs in the period August 28 through December 31, 1999 totaled $4.6 million. 15. SHARE CAPITAL Pursuant to the provisions of the Subscription Agreement between Hughes and the Company, 450,045 Ordinary Shares of $0.01 per share, at a price of $11.11 per share, were issued fully paid to Hughes on November 6, 1998 (see Note 9). The Company completed an initial public offering on August 1, 1998 comprising 10,000,000 Ordinary Shares, of par value $0.01. In connection with the offering of the US Dollar and Euro Senior Notes, the Company issued 460,000 Dollar Warrants to purchase 9,131,336 Ordinary Shares and 100,000 Euro Warrants to purchase 2,196,086 Ordinary Shares. The fair value of the warrants on date of issue of $77.6 million was recorded as share premium. The Notes and Warrants have been separately transferable since February 9, 1999. Each Dollar and Euro Warrant entitles the holder to purchase 19.85 and 21.96 Ordinary Shares, respectively, at $13.20 per share, representing approximately 5% of the Ordinary Shares of the Company on a fully diluted basis. As the Company did not raise the required further $250 million of equity by June 1, 1999, each US Dollar and Euro Warrant now entitles the holder to purchase up to 39.70 and 43.92 Ordinary Shares, respectively, at $13.20. Under the terms of the Warrant Agreement dated August 1, 1998 the Company was required to have an effective Warrant Share Registration Statement on Form F-3 filed with the Stock Exchange Commission on or before August 1, 1999. At December 31, 1999 the required Registration Statement had not been filed by the Company. Liquidated damages calculated in accordance with the terms of the Warrant Agreement of $0.9 million are included in liabilities subject to compromise, representing an accrual for the period from August 1 through August 27, 1999, the petition filing date. Liquidated damages in the amount of $5.9 million for the period August 28 through December 31, 1999 have not been recorded in these financial statements. F-70 224 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) On June 26, 1998, the Company effected a bonus issue of eight Ordinary Shares for every one Ordinary Share then outstanding ("Bonus Issue") to existing shareholders (for no consideration). This Bonus Issue did not change the proportionate interest of any of the individual shareholders nor the aggregate balance of the share capital and share premium in the Company's financial statements. The nominal value of the shares remained unchanged and these shares have been treated as outstanding for all periods presented, in proportion to the previous weighted average outstanding shares. The authorized share capital of the Company was increased on May 11, 1998 to 560,000,000 Ordinary Shares of $0.01 each. 16. INCOME TAXES
YEAR ENDED DECEMBER 31, -------------------------- 1997 1998 1999 ------ ------ ------ (IN THOUSANDS) Non-recoverable overseas taxation........................ $2,582 $3,783 $4,211 ------ ------ ------
No deferred tax asset has been recognized in relation to losses, as such losses have been incurred in jurisdictions where profits are not subject to taxation. 17. LOSS PER ORDINARY SHARE For all periods presented, amounts used in both basic loss per share and diluted loss per share are the amounts as stated below. Due to losses reported in all periods, the number of shares used to calculate basic and diluted loss per share in each period are the same, as the inclusion of potential common shares would be anti-dilutive. Potential ordinary shares that would be included in the diluted calculations for the years ended December 31, 1999 and 1998, if the result were to be dilutive, are (i) the weighted average number of "nil cost" stock options (nil cost stock options were granted on May 31, 1998 on conversion of rights to accumulated cash bonuses under the Company's long-term incentive plan to stock options in the Company; see note 18) and (ii) stock warrants and options granted during the years ended December 31, 1998 and 1999 with exercise prices of $13.20 and $10.75 to $11.11, respectively, accounted for under the treasury stock method. The plan of reorganization filed with the Court on February 11, 2000 will require the issuance of common stock or common stock equivalents, therefore it is probable that current equity interests will be diluted following consummation of the plan. F-71 225 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) From inception through December 31, 1999, the Company did not issue any potential ordinary share securities and, accordingly, basic and diluted loss per share have the same numerator and the same denominator for all periods presented.
YEAR ENDED DECEMBER 31, ----------------------------- INCEPTION 1997 1998 1999 TO DATE ------- ------- ------- --------- (IN THOUSANDS) Weighted average ordinary shares outstanding used in computing basic and diluted loss per share........ 115,572 197,628 207,617 119,089 Assumed exercise of: Nil-cost stock options.............................. -- 221 286 103 Warrants............................................ -- -- -- -- Options outstanding under the Market Value Plan..... -- -- -- -- ------- ------- ------- ------- Shares used in computing diluted loss per share if result is dilutive................................ 115,572 197,849 207,903 119,192 ======= ======= ======= =======
18. LEASE COMMITMENTS The Company leases office space under rental agreements accounted for as operating leases. The total rent expense under operating leases was approximately $3.4 million (1998: $2.7 million, 1997: $2.2 million) for the year ended December 31, 1999. At December 31, 1999, the scheduled minimum future lease payments under non-cancellable operating leases were as follows:
IN THOUSANDS ------------ 2000............................................. $ 2,651 2001............................................. 2,040 2002............................................. 2,068 2003............................................. 2,063 2004............................................. 2,176 After 2004....................................... 1,308 ------- $12,306 =======
Following the Debtors' petition for protection under chapter 11, management is in the process of reviewing commitments with a view to determining whether to adopt or reject certain of these lease commitments on exit from chapter 11. 19. COMMITMENTS AND CONTINGENCIES In connection with the development of the ICO Network, the Company has contracted with manufacturers and service providers for, among other things, satellite equipment, satellite launch services, construction of the ICONET and development and production of ICO phones. All payments made by the Company in respect of its principal contracts are recorded as "Tangible fixed assets: Property under construction", except for certain payments in advance which are included in "Restricted cash and advance deposits". F-72 226 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Following the Debtors' petition for protection under chapter 11, management have entered into discussions with certain vendors concerning re-negotiation of the terms of various contracts, including some of the contracts described below. All variations in terms are subject to the Court's approval. Space Segment Contracts The Company has entered into two agreements with Hughes: the Satellite Contract and the Launch Services Contract, which are fixed-price contracts comprising substantially all of the Company's investment in the space segment of the ICO System. Satellite Contract Under the terms of the agreement between Hughes and ICO Global Communications (Operations) Limited ("Operations") ("the Satellite Contract"), Hughes has agreed to design, develop, manufacture, test and deliver twelve satellites and associated telemetry, tracking and control ("TT&C") equipment for a total cost of approximately $1.4 billion according to a delivery schedule set forth in the Satellite Contract. The delivery schedule was initially modified in 1999, following Operations' petition for protection under chapter 11, to reflect stipulations and agreements ("the stipulations") between Operations and Hughes as approved by the US Bankruptcy Court. It is expected that the schedule will be further modified as part of the amendment to the Satellite Contract described below. The Satellite Contract was assumed following Old ICO's emergence from bankruptcy. Title to and risk of loss of a satellite will pass from Hughes to Operations at the time of launch of each satellite or upon expiration of a five-year warranty period, whichever is earlier. Under certain circumstances, Hughes will reacquire risk of loss to a satellite if a launch attempt is terminated prior to lift-off. With certain exceptions, Hughes is responsible for securing all licenses, approvals and consents as may be required for performance of the Satellite Contract. Operations is obligated to pay for the services provided under the Satellite Contract in progress payments according to a milestone payment plan, as amended by the stipulations, with payments due 15 days after completion of the applicable milestone. In July 1999, Hughes and Operations entered into an agreement whereby Hughes agreed to defer milestone payments totaling $61.6 million due for payment July through September until September 15, 1999. Following Operations' petition under chapter 11 on August 27, 1999, this amount remained unpaid and at December 31, 1999 is included in liabilities subject to compromise. Under the terms of the stipulations Operations agreed to pay Hughes $87.1 million of the contract value during the period November 1, 1999 through April 30, 2000 and as of December 31, 1999, the Company had made aggregate payments to Hughes of $1,002.8 million or 73% of the contract value. The contract also provides in specific instances for incentive payments to be earned by Hughes in addition to the agreed contract price. Subject to certain exceptions, the Company bears the risk (including additional costs, if any) resulting from excusable delays under the Satellite Contract, as well as risk of loss for satellites once placed in orbit. An excusable delay is a delay in performance caused by any event which is beyond the reasonable control and without the fault or negligence of Hughes and its affiliates, subcontractors and agents. There can be no assurance that events constituting excusable delays will not arise or, if any event constituting excusable delay does arise, that it will be resolved on terms that are not materially adverse to the Company. The Satellite Contract may be terminated for convenience and upon the occurrence of certain events of default. If the Satellite Contract is terminated by the Company for convenience or as terminated by Hughes because of a Company default, the Company is obligated to pay for the cost of all work performed F-73 227 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) by Hughes up to the date of the termination, and to pay for costs associated with the termination, all non-refundable pre-payments and certain profits and other amounts for uncompleted work. If Hughes defaults on the entire Satellite Contract, all payments made thereunder are refundable and no further payments are due by the Company. If Hughes defaults on the Satellite Contract in part, the contract price is reduced by the price of the work in respect of which Hughes has defaulted. In this case, Hughes is also obligated to make a payment to the Company for the amount in excess of the costs of reprocurement of the work in respect of which Hughes has defaulted, up to a maximum of 40% of the value of that defaulted-upon work. In the event of default by Hughes under the Satellite Contract, there can be no assurance that the Company will be able to find a substitute provider in a timely manner or on economically acceptable terms. Hughes agrees to indemnify the Company for claims of infringement of any intellectual property rights arising under the Satellite Contract. The Company agrees to indemnify Hughes for claims based on the allegation that the Hughes satellites, as components of a larger system, infringe any intellectual property rights. Subject to certain qualifications, each party will indemnify the other for claims for damage to property or personal injury based upon any occurrence prior to the arrival of a satellite at the launch site, to the extent caused by a negligent act or omission by that party. The Company shall indemnify Hughes against all third party claims based upon occurrences after a launch attempt. Under the terms of the Satellite Contract, the maximum aggregate liquidated damages payments by Hughes for late delivery are $100 million. Of the total cost of $1.4 billion, approximately $135 million is classified as satellite performance payments which may be reduced in amount for less than satisfactory satellite operation, to be determined in accordance with the satellite technical specifications. Neither party has liability, whether in tort, contract or otherwise, for special, consequential or punitive damages, including economic loss or loss of profit, arising from breach of the Satellite Contract. The Satellite Contract includes an option pursuant to which the Company may direct Hughes to manufacture, test, deliver and provide launch services for a thirteenth satellite and further satellites. The Company has renegotiated certain terms of the Satellite Contract with Hughes, including a modification of the satellite design to mitigate the effects of troposcatter or radar interference, a right to purchase additional satellites, and a modification to the liquidated damages and performance incentives. Memorandum of Agreement between Hughes and Operations setting out these re-negotiated terms was approved by the Court and effective following the debtor's emergence from Chapter 11. The parties are close to signing an agreement to the Satellite Contract to reflect these re-negotiated terms and the order of additional spacecraft. Launch Services Contract Under the terms of a launch services supply and management contract between ICO Global Communications (Operations) Limited and Hughes ("the Launch Services Contract"), Hughes has agreed to provide launch services to the Company for a total consideration of approximately $949.5 million. Under the Launch Services Contract, Hughes is to effect the supply of launch services and the overall management of launch service agreements for launch of twelve satellites. Launch services are to be provided pursuant to long-term agreements between Hughes and Lockheed Martin Commercial Launch Services, Lockheed Krunichev-Energia International, McDonnell Douglas Corporation (now The Boeing Company) and Sea Launch Limited Partnership. Hughes is responsible for day-to-day management activities related to the procurement of launch services and for monitoring all work in progress. F-74 228 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Launch Services Contract provides that Hughes shall secure all permits, licenses, approvals and consents as may be required to effect the provision and scheduling of the launch of each satellite with the relevant launch provider and, as may be required, for the provision of each relevant launch service. The Launch Services Contract provides that the Company is obligated to pay for the foregoing services according to a milestone payment plan, as amended by the stipulations. The payments are to be made 15 days after the occurrence of applicable milestones. Under the stipulations, Operations agreed to pay $80 million to Hughes during the period November 1, 1999 to April 30, 2000 and as of December 31, 1999, the Company had made aggregate payments to Hughes of $595.9 million or 63% of the contract value. The Company is responsible for any amount payable by Hughes to a launch service provider to effect a substitution, acceleration or postponement of a launch service at the Company's request. There is no provision for excusable delay in the Launch Services Contract. If excusable delay occurs in the Satellite Contract and, as a result, the late delivery of a satellite causes a delay in the Launch Services Contract, the Launch Services Contract provides that there may be an equitable adjustment to the time for the performance of the affected obligations thereunder. There can be no assurance that the Company will not be delayed in its launch timetable due to the failure of Hughes to deliver satellites on a timely basis or for other reasons. Among other things, the breach by Hughes of a material term of the Launch Services Contract, the Satellite Contract or a launch service agreement which causes any launch service to be terminated, or default by the relevant launch service provider, shall constitute an event of default by Hughes under the Launch Services Contract. The Company has the right to direct Hughes to terminate any launch service in the event of default by the relevant launch service provider, in which case the Company is entitled to receive a refund of payments made for that launch service and reimbursement for reprocurement fees up to $10 million. Failure by the Company to make any payment, termination of the Satellite Contract for any reason other than default by Hughes, or termination by a launch service provider because of the Company's failure to make payment, among other things, constitute events of default by the Company under the Launch Services Contract. In the event of default by Hughes under the Launch Services Contract, there can be no assurance that the Company will be able to procure replacement services in a timely manner or on economically acceptable terms. Subject to certain qualifications, with respect to each launch, each party under the Launch Services Contract will indemnify the other for claims for damages to property or personal injury based upon any occurrence prior to arrival of a satellite at the launch site, to the extent caused by a negligent act or omission of that party. The Company shall indemnify Hughes against all third party claims based upon occurrences after a launch attempt or arising from any misrepresentation by the Company in connection with the Launch Services Contract. The Launch Services Contract provides that Hughes shall not be liable to the Company for any payment which originates from a launch service provider, including the refund of payments associated with a terminated launch, until Hughes has received the corresponding payment from the relevant launch service provider. Neither party to the Launch Services Contract is liable to the other under any theory of contract, tort or other legal or equitable remedy for special, punitive or consequential damages, including, but not limited to, lost revenues or economic loss. The Company may terminate a launch service at its option, in which case it shall be liable to Hughes for an amount up to 101% of the value of the launch service plus up to $2.3 million, depending on when the termination occurs. The Company bears the risk of loss for any satellite launched under the Launch Services Contract. F-75 229 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) In a Memorandum of Agreement signed by Hughes and Operations and approved by the bankruptcy court, the parties made certain modifications and additions to the launch contract relating to management of the launch providers. The parties have continued to have discussions between themselves and with launch providers about potential changes to the existing launch manifest. ICONET Supply Contract ICO Global Communications (Operations) Limited entered into a supply agreement for the ICONET ("the ICONET Supply Contract") with NEC as prime contractor relating to the design, manufacture, construction, delivery, installation, integration and testing of the ICONET ground facilities together with a demonstration of the functioning of the ICO Network as a whole. The ICONET Supply Contract was subsequently assigned by these parties to ICO Global Communications Holdings BV and a The contract price as of December 31, 1999 was approximately $743.4 million, plus a further sum of approximately $21.5 million in respect of freight and insurance, to be paid in installments that are time- based and according to certain milestones set forth in the ICONET Supply Contract. This payment schedule was amended during the year ended December 31, 1999 when, following Holdings and Holdings BV petitions for protection under chapter 11, it was changed to reflect the stipulation between the Debtors and NEC approved by the Court. Under the terms of the stipulation, Holdings BV agreed to pay NEC $97.2 million of the contract value during the period November 1, 1999 through April 30, 2000. As of December 31, 1999, the Company had made aggregate payments under the ICONET Supply Contract of $489.6 million, or 64% of the contract value. NEC leads a group of companies, including Hughes Network Systems (HNS) and Ericsson Telecommunications Limited (Ericsson) (collectively, "ICONET Supplies"), that are responsible for various aspects of the ICONET ground facilities. NEC is responsible for supplying radio-frequency terminals, network management systems and, at the Company's option and for additional cost, system integration. Hughes is responsible for the supply of the satellite base station systems and Ericsson is responsible for the mobile switching centres, including registers, interworking functions, and messaging and legal interception platforms. The Company is responsible for importation formalities and for securing government authorizations relating to civil works at the sites of the ICONET ground facilities. Subject to certain qualifications, NEC grants or procures to grant to the Company worldwide, non-exclusive, paid up licenses to use the intellectual property of the ICONET Suppliers used in the items delivered under the ICONET Supply Contract. The ICONET Supply Contract is structured so that ICO makes installment payments that are both time-based and related to progress achievements that NEC makes in design, manufacture, installation and testing of the various subsystems and of the integrated ground system. ICO Global Communications (Holdings) Limited has agreed in a separate letter to guarantee all financial obligations owing to NEC from ICO Global Communications Holdings BV under the ICONET Supply Contract. In addition to the normal termination provisions, ICO has the right to terminate the ICONET Supply Contract if the ICONET Suppliers are not progressing the work satisfactorily as measured against established milestones, and the ICONET Suppliers may terminate the contract only if amounts owed for work completed or disputed above certain amounts are unpaid by ICO. ICO also has the right to terminate the ICONET Supply Contract for convenience. In the event of ICO's termination for cause, the ICONET Suppliers must provide, in addition to delivery of all works performed to date, the right to all intellectual property related to the ICONET Supply Contract to allow ICO to complete the ICONET ground facilities. In the event of ICO's F-76 230 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) termination for convenience, ICO is required to pay the cost of terminating orders and subcontractors in addition to the ICONET Suppliers' direct costs incurred to the date of termination plus a 22% mark-up. In the event the ICONET Suppliers terminate for cause, they must deliver all works for which ICO has paid. Liquidated damages of up to 10% of the value of the ICONET Supply Contract apply if the ICONET Suppliers miss the target dates set forth in the contract by more than 30 days. Under the ICONET Supply Contract, the Company indemnifies the ICONET Suppliers against any claim based on the infringement of certain intellectual property rights in relation to the agreement. The ICONET Suppliers indemnify the Company and the other ICONET Suppliers against all other claims based on the infringement of intellectual property rights in relation to the agreement, up to an amount not to exceed $75 million, with an overall cap for the ICONET Suppliers for all causes, except third party property damage and death or bodily injury, of 31% of the contract price. The ICONET Supply Contract also provides that a bonus of $25 million will be paid to the ICONET Suppliers if they achieve certain milestones on or before a specific date. Two Memorandum of Agreements between NEC and Holdings BV setting out proposed revised contract terms, effective on the Debtors exit from chapter 11, have been approved by the Court. The revised contract terms relate to improving the voice quality of the system and adding data capability as detailed herein. The aggregate fixed and determinable portion of scheduled committed expenditures for the Satellite Contract, Launch Services contract, the ICONET Supply Contract and other obligations under fixed contracts for services over the next five years are scheduled to be as follows:
(IN MILLIONS) ------------- 2000............................................. $ 972 2001............................................. 146 2002............................................. 44 2003............................................. 28 2004............................................. 29 ------ $1,219 ======
Other contracts In addition to the principal contracts described herein, the Company has entered into various development and limited production contracts for 370,000 handheld units with Mitsubishi Corporation, Samsung Electronics Company Limited, NEC Corporation and Hughes Network Systems. $30.4 million had been paid at December 31, 1999 under these contracts. The Company has also entered into contracts with Landis & Gyr Communications Corporation, JRC, Furuno, Thrane & Thrane and Nera ASA for the development and limited production of payphones and specialty handsets and with Wavecom, Rohde & Schwarz and De La Rue to develop handset functionality. CSC Computer Sciences Limited has been contracted to develop the Business Operations Support Systems. A number of the Company's contracts with third party suppliers contain provisions for incentive and bonus payments. If such payments are made under these contracts, the amounts will be capitalized and included within the cost of the assets. The Company has entered into operating agreements with operators of 10 of its 12 SAN sites. F-77 231 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 20. EMPLOYEE BENEFITS Pension and health care arrangements The Company has established group personal pension arrangements for staff under a defined contribution scheme and makes contributions which vary according to age. The Company has also established insured arrangements to cover death in service, long-term disability, personal accident and medical benefits. The expense in respect of company contributions under the defined contributions scheme for the years ended December 31, 1999, 1998 and 1997 was $5.1 million, $3.4 million and $1.7 million, respectively. Short Term Incentive Plan The Short Term Incentive Plan ("STI Plan") is an annual bonus arrangement based on a percentage of salary and measured against both personal and Company performance. The costs associated with this plan are accrued based upon estimated payments to be made and included in operating expenses for the periods presented so as to recognize the obligation and allocate the related expense over the period in which the bonuses are earned. In accordance with an order by the Delaware Bankruptcy Court bonuses totaling $4.8 million were paid during December 1999 in respect of the year then ended. Accrued expenses for the year ended December 31, 1998 were $5.8 million. Long Term Incentive Plan The Company adopted the Long Term Incentive Plan ("LTI Plan") in 1995 for certain employees. The LTI Plan provided for a one-time cash bonus to be paid to plan participants on December 31, 2000, if certain performance criteria were satisfied on or before that date. The amount of the bonus payable to a participant is the aggregate of certain amounts accrued for each year (not to exceed 50% of the participant's yearly base salary) between the date participation in the plan commenced and December 31, 2000. As of December 31, 1997, participants had accumulated a right under the LTI Plan that would have resulted in a cost to the Company of $5.3 million on December 31, 2000, if all the plan conditions were satisfied. The Company terminated the LTI Plan effective January 1, 1998, when the majority of participants agreed to exchange their accumulated cash interests in the plan for options with an aggregate market value (less the $0.01 exercise price of the option) equal to their accumulated cash rights as of December 31, 1997. The exercise price per share of these options ("nil cost options"), which will be converted on the basis of the fair value of shares, is $0.01, the nominal value per Ordinary Share of the Company. The ongoing unearned compensation expense is determined by reference to a revised estimate of the performance conditions expected to be met and the market value of the underlying shares at each balance sheet date in accordance with the variable plan accounting under Accounting Principle Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB Opinion No. 25"). Exercise of the options is subject to certain revised performance criteria, similar in nature to those established under the original LTI Plan, being satisfied and may be exercised on a pro rata basis if one or more, but not all, of the criteria are satisfied. Any participant who leaves the Company prior to December 31, 2000 will forfeit all such option rights. F-78 232 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) While options under the Share Option Plans will not normally be exercisable until at least three years after the grant thereof, shorter vesting periods were offered to LTI Plan participants who converted their compensation rights into share options. The shorter periods are as follows: (i) the nil cost options will be exercisable on December 31, 2000 subject to satisfaction of certain performance criteria as indicated above, and (ii) options granted in February 1999 and February 2000 pursuant to either of the Share Option Plans will be exercisable by former LTI Plan participants in February 2001 and 2002, respectively (i.e. two years after the granting thereof as opposed to three years). During the year ended December 31, 1998, 378,009 nil cost options were granted. No nil cost options were granted during the year ended December 31, 1999. At December 31, 1998 and December 31, 1999 the number of nil cost options outstanding was 378,009 and 194,139, respectively. At December 31, 1999, the Company determined the likelihood of satisfying the LTI Plan performance criteria to be remote and in 1999 reversed $4.4 million of previously recognized compensation relating to the LTI Plan. Share Option Plans Two share option plans (the "Share Option Plans") were adopted during 1998 following approval from shareholders and the UK tax authorities. Under the terms of one plan (the "Market Value Plan"), options may only be granted with an exercise price equal to market price of the Ordinary Shares at the date of grant. Under the second plan (the "Discounted Value Plan"), options may be granted with exercise prices less than market price, provided that the option price is not less than the nominal value of the Ordinary Shares. All of the Company's employees are eligible to participate in the Market Value Plan and Discounted Value Plan, although the Company expects that the Discounted Value Plan will have a performance-related element. Except for options granted in exchange for rights under the LTI Plan and options granted to former LTI Plan participants as described above, options under both Share Option Plans are exercisable three years after the grant and lapse after a further seven years. In addition, options granted under the Discounted Value Plan will only become exercisable upon satisfaction of the revised performance criteria under the LTI Plan as set out above. The options are not transferable. Employees who leave voluntarily or are dismissed for cause will normally forfeit all unexercised options. Those who leave for "good reason" (defined as retirement, ill health, disability, death in service or redundancy) will normally have a period of 12 months in which to exercise their current options. Each of the Share Option Plans terminate on the tenth anniversary of the date on which it is approved by the Company in general meeting of shareholders or at any earlier time by the passing of a resolution by the Board of Directors. Termination of a Share Option Plan is without prejudice to the existing rights of option holders. Options granted to employees under the Market Value Plan are accounted for as fixed plan awards in accordance with the provisions of APB Opinion No. 25. As such, no compensation expense is expected to be recognized under this Plan. Options granted to employees under the Discounted Value Plan are accounted for as variable plan awards in accordance with the provisions of APB Opinion No. 25. Compensation expense is calculated based on the current market price of the underlying Ordinary Shares in relation to the exercise price of the options and recorded ratably over the service period when it is probable that the performance conditions will be met. F-79 233 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Company applies APB Opinion No. 25 and related interpretations in accounting for its Plan and has elected to adopt Statement of Financial Accounting Standard No. 123, "Accounting for Stock-based Compensation" ("SFAS No. 123") for disclosure purposes only. The Company recorded a compensation credit for the Discounted Value Plan of $0.9 million for 1998. At December 31, 1999, the Company determined the likelihood of satisfying the LTI Plan performance criteria to be remote and in 1999 reversed $4.4 million of previously recognized compensation relating to the LTI Plan. The Company did not record any expense for the options granted under the Market Value Plan as the exercise price of the options equals the fair value of the underlying stock at grant date. Had the Company accounted for the options under the fair value method consistent with the methodology of SFAS No. 123, the Company's net loss and basic and diluted net loss per share for the year ended December 31, 1999 would have reflected the following unaudited pro forma amounts: A summary of activity for the Market Value Plan and Discounted Value Plan is as follows:
WEIGHTED-AVERAGE NUMBER OF OPTIONS EXERCISE PRICE ---------------- -------------- Options outstanding at December 31, 1997............... -- $ -- Granted.............................................. 1,427,395 $8.16 Exercised............................................ -- -- Cancelled............................................ -- -- --------- Options outstanding at December 31, 1998............... 1,427,395 $8.16 --------- Granted.............................................. 1,453,520 $9.95 Exercised............................................ -- Cancelled............................................ (549,639) $7.28 --------- Options outstanding at December 31, 1999............... 2,331,276 $9.49 ---------
The following table summarizes information about the range of exercise prices for share options outstanding as of December 31, 1999:
WEIGHTED-AVERAGE REMAINING PLAN RANGE OF OPTIONS CONTRACTUAL LIFE WEIGHTED-AVERAGE EXERCISE PRICES OUTSTANDING (YEARS) EXERCISE PRICE - --------------- ----------- ---------------- ---------------- $ 0.01 - $ 5.82 428,944 8.98 $ 3.19 $10.75 - $11.11 1,902,332 8.76 $10.91 --------- 2,331,276 =========
No options are exercisable as of December 31, 1999.
YEAR ENDED DECEMBER 31, ------------------------ 1998 1999 ---------- ---------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Net loss As reported............................................... $110,676 $201,694 Pro forma................................................. $112,028 $209,838 Pro forma net loss per share.............................. $ 0.54 $ 1.01
F-80 234 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The weighted average fair values at date of grant for options granted under the Market Value Plan during 1999 and 1998 were $7.45 and $6.03, respectively, and were estimated using the Black Scholes Option Pricing Model with the following assumptions:
1998 1999 ------------- ------------- Risk free interest rates.............................. 5.51% - 5.58% 4.65% - 5.87% Expected life......................................... 5 years 5 years Dividend yield........................................ 0 0 Expected volatility................................... 68% 68%
21. SEGMENTAL INFORMATION The Company has adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information". The Company manages its business under one reporting segment, telecommunications. As such, all operating decisions are based upon the Company operating under a single segment. Although the Company is registered in Bermuda, all of its activities take place in other areas. The Company's operational assets consist primarily of space segment assets and ICONET assets. With the exception of the Satellite Control Centre in London and the TT&C equipment installed at six SAN sites, all of the space segment assets are in the course of construction and are located at Hughes's premises in the United States. The ICONET assets are also in the course of construction and installation and are located at various sites throughout the world. Total tangible fixed assets are analyzed by geographic area in the table below:
AS OF DECEMBER 31, ------------------------ 1998 1999 ---------- ---------- (IN THOUSANDS) United States............................................... $1,330,991 $1,865,464 South America............................................... 56,733 159,340 Europe...................................................... 289,794 406,768 Australasia................................................. 118,954 267,574 Africa...................................................... 22,096 41,498 ---------- ---------- $1,818,568 $2,740,644 ========== ==========
All revenue recognized in 1998 and 1999 was generated from the ICOroam product in Europe and the Far East. 22. COMPREHENSIVE LOSS In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"), which requires that changes in comprehensive income be shown in a financial statement that is displayed with the same prominence as other financial statements. This statement, which the Company adopted during 1998, establishes standards for reporting and displaying comprehensive income and its components in a full set of general-purpose financial statements. Where applicable, earlier periods have been restated to conform to the standards set forth in SFAS No. 130. F-81 235 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Accumulated other comprehensive loss for the periods presented consists entirely of cumulative translation adjustments.
YEAR ENDED DECEMBER 31, ----------------------------------- SINCE 1997 1998 1999 INCEPTION --------- --------- --------- --------- (IN THOUSANDS) Accumulated comprehensive loss: At beginning of period.................... $ (43,860) $(232,153) $(342,988) $ -- Net loss for the period, as reported...... (187,977) (110,676) (201,694) (544,658) Other comprehensive (loss): Foreign currency translation adjustments, net.................................... (316) (159) (323) (347) --------- --------- --------- --------- At end of period.......................... $(232,153) $(342,988) $(545,005) $(545,005) ========= ========= ========= =========
23. FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS From time to time the Company utilizes forward foreign currency contracts to minimizes the impact of currency movements on future expenditure commitments. This provides certainty of costs and minimizes additional expenditure arising from adverse exchange rate movements. At December 31, 1999 no forward foreign currency contracts were in place. The summary of forward foreign currency contracts at December 31, 1998 is as follows:
CONTRACT AMOUNT FAIR VALUE -------- ---------- (IN THOUSANDS) Buy Currency: US Dollars................................................ $30,392 $31,211 ------- ------- Total............................................. $30,392 $31,211 ======= =======
24. COMBINED FINANCIAL STATEMENTS OF THE DEBTORS The combined financial statements as of December 31, 1999 of the Company and its subsidiaries who have filed for reorganization under chapter 11 are presented below: COMBINED STATEMENT OF INCOME (UNAUDITED)
YEAR ENDED DECEMBER 31, 1999 ----------------- (IN THOUSANDS) Total costs and expenses.................................... $(127,963) Interest receivable and other income, net................... 18,122 --------- Loss before reorganization costs and income taxes........... (109,841) Reorganization costs........................................ (94,251) --------- Loss before income taxes.................................... (204,092) Taxation.................................................... (499) --------- Net loss.................................................... $(204,591) =========
F-82 236 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) COMBINED BALANCE SHEET (UNAUDITED)
AS OF DECEMBER 31, 1999 ----------------- (IN THOUSANDS) ASSETS Cash and cash equivalents................................. $ 133,867 Prepaid expenses and other current assets................. 6,139 Intercompany receivables.................................. 306,982 Investment in subsidiaries................................ 84,850 Property and equipment in service, net.................... 1,861 Property under construction............................... 2,489,516 Restricted cash and advanced deposits..................... 73,957 Intercompany loans........................................ 2,635,903 ---------- Total assets...................................... $5,733,075 ========== LIABILITIES Accounts payable and accrued expenses..................... $ 49,436 Intercompany payables..................................... 13 Debtor-in-possession financing............................ 225,000 Intercompany loan......................................... 38,158 Other non-current liabilities............................. 195 Liabilities subject to compromise......................... 957,108 Intercompany payables subject to compromise............... 2,719,953 ---------- Total liabilities................................. 3,989,863 ---------- Total shareholders' equity.................................. 1,743,212 ---------- Total liabilities and shareholders' equity........ $5,733,075 ==========
F-83 237 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) COMBINED CASHFLOW STATEMENT (UNAUDITED)
YEAR ENDED DECEMBER 31, 1999 ----------------- (IN THOUSANDS) Net cash used in operating activities....................... $(360,480) Cashflows used in investing activities -- capital expenditure.................................... (499,160) -- other.................................................. 201,494 --------- Net cash used in investing activities....................... (297,666) Cashflows generated from financing activities -- debtor-in-possession financing......................... 225,000 -- proceeds from operator financing....................... 18,748 -- other.................................................. 325 --------- Net cash provided by financing activities................... 244,073 --------- Net decrease in cash and cash equivalents................... (414,073) Cash and cash equivalents at beginning of period............ 547,940 --------- Cash and cash equivalents at end of period.................. $ 133,867 =========
25. SUBSEQUENT EVENTS On February 4, 2000 the Company announced that Eagle River had entered into a definitive agreement with ICO under which Eagle River acknowledged the completion of its due diligence and agreed all conditions relating to the Tranche II funding of $275 million had been waived. The definitive agreement remains subject to the Court's approval, but ICO is able to draw on the Tranche II funding with immediate effect. In connection with the definitive agreement, ICO has entered into a memorandum of agreement with each of Hughes Space and Communications International Inc., Hughes Network Systems and NEC Corporation. The memorandum of agreement with Hughes Space and Communications and NEC amend and enhance the Company's existing contract with those vendors. The memorandum of agreement with Hughes Network Systems defines the possible work relationship between them going forward. A chapter 11 plan of reorganization and Disclosure Statement were filed with the Court on February 18, 2000 and approved by the Court on March 21, 2000. On March 12, 2000 ICO attempted to launch its first satellite on board a Sea Launch "Commander" rocket. After an apparently successful lift off, the Sea Launch rocket suffered an anomaly and was lost. Sea Launch has informed ICO that loss of the rocket and its payload occurred over the Pacific Ocean and posed no known safety threat to the population. ICO had purchased insurance cover of $225 million in respect of its first satellite launch. ICO does not anticipate any difficulties in collecting the proceeds of this insurance policy. The proceeds of this insurance policy will be available to apply to the cost of procuring a replacement satellite and launch services. In addition, ICO has mitigated the impact of this failure by building and planning to launch twelve satellites even though our intended service requires only ten operational satellites in orbit. ICO's management is considering the scheduling of future launches and has not yet decided when the next satellite launch will occur. F-84 238 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT FOR SHARE DATA) (UNAUDITED) ASSETS
AS OF MAY 16, 2000 ---------- Current assets Cash and cash equivalents................................. $ 348,483 Prepaid expenses and other current assets................. 131,269 ---------- Total current assets.............................. 479,752 Tangible fixed assets Property and equipment in service, net.................... 8,421 Property under construction............................... 2,628,752 Other non-current assets Restricted cash and advance deposits...................... 117,471 ---------- Total assets...................................... $3,234,396 ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses..................... $ 48,257 Amounts owing to related parties.......................... 8,131 Debtor in possession financing............................ 500,000 ---------- Total current liabilities......................... 556,388 Long-term debt............................................ -- Other non-current liabilities............................. 224 ---------- Total liabilities not subject to compromise....... 556,612 Liabilities subject to compromise......................... 978,384 ---------- Total liabilities................................. 1,534,996 ---------- Shareholders' equity Common stock, $0.01 par value, 560,000,000 shares authorized, 207,607,618 issued and outstanding......... 2,076 Additional paid-in capital................................ 2,304,171 Cumulative other comprehensive loss....................... (14,291) Accumulated loss during development stage................. (592,556) ---------- Total shareholders' equity........................ 1,699,400 ---------- Total liabilities and shareholders' equity........ $3,234,396 ==========
The accompanying notes are an integral part of these statements. F-85 239 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
SIX MONTHS PERIOD FROM PERIOD FROM ENDED JANUARY 1 INCEPTION TO JUNE 30, TO MAY 16, MAY 16, 1999 2000 2000 ---------- ----------- ------------ Revenue.................................................. $ 986 $ 865 $ 3,197 Direct production costs.................................. (1,512) (842) (4,077) Marketing, general and administrative expenses........... (60,100) (22,811) (416,184) TRW settlement........................................... -- -- (149,990) Depreciation and amortization of tangible fixed assets... (3,596) (2,551) (20,859) -------- -------- --------- Operating loss................................. (64,222) (25,339) (587,913) Interest (payable) receivable and other (expense) income, net.................................................... 25,869 (897) 124,118 Reorganization costs..................................... -- (19,897) (113,427) -------- -------- --------- Loss before income taxes................................. (38,353) (46,133) (577,222) Income taxes............................................. (2,460) (1,765) (15,334) -------- -------- --------- Net loss................................................. (40,813) (47,898) (592,556) Other comprehensive (loss) income........................ 14 (13,944) (14,291) -------- -------- --------- Comprehensive loss....................................... $(40,799) $(61,842) $(606,847) ======== ======== ========= Basic and diluted loss per share......................... $ (0.20) $ (0.23) $ (4.68) ======== ======== =========
The accompanying notes are an integral part of these statements. F-86 240 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
SIX MONTHS PERIOD FROM PERIOD FROM ENDED JANUARY 1 INCEPTION TO JUNE 30, TO MAY 16, MAY 16, 1999 2000 2000 ---------- ----------- ------------ Cash flows from operating activities: Net loss............................................... $ (40,813) $ (47,898) $ (592,556) Adjustments to reconcile net loss to cash flow used in operating activities: Non-cash items: TRW settlement....................................... -- -- 149,990 Depreciation......................................... 3,596 2,551 20,859 Amortization of debt issue expenses.................. 1,325 -- 2,817 Exchange loss (gain)................................. (13,371) 1,928 2,708 Gain on write off of lost satellite and other assets, net............................................... -- (3,894) (3,894) Reorganization costs................................. -- 11,025 102,368 Proceeds from launch insurance received.............. -- 105,600 105,600 Changes in working capital: Increase in taxation payable......................... 1,924 534 4,275 Increase in prepaid expenses and other current assets............................................ (5,907) (3,750) (9,371) Decrease in accounts payable/accrued expenses........ (91,606) (37,207) (14,514) Decrease in other non-current liabilities............ (2,777) (415) (20,333) --------- --------- ----------- Net cash used in operating activities.................. (147,629) 28,474 (252,051) Cash flows from investing activities: Capital expenditure -- property under construction... (414,932) (135,497) (2,601,435) Capital expenditure -- property in service........... (6,191) (873) (30,314) Cash released (deposited) in respect of letters of credit............................................ 5,411 -- (3,727) Sale of marketable securities, net................... 218,104 -- -- --------- --------- ----------- Net cash used in investing activities.................. (197,608) (136,370) (2,635,476) Cash flows from financing activities: Proceeds from shares issued -- TRW settlement........ -- -- 50,000 Proceeds from shares issued -- other................. -- -- 2,079,185 Proceeds from issue of US Dollar and Euro Senior Notes, including warrants, and operator financing......................................... 15,129 -- 609,205 Debtor in possession financing received.............. -- 275,000 500,000 --------- --------- ----------- Net cash provided by financing activities.............. 15,129 275,000 3,238,390 Effect of exchange rate movements...................... (1,107) (4,006) (2,380) --------- --------- ----------- Net increase (decrease) in cash and cash equivalents... (331,215) 163,098 348,483 Cash and cash equivalents at beginning of period....... 548,692 185,385 -- --------- --------- ----------- Cash and cash equivalents at end of period............. $ 217,477 $ 348,483 $ 348,483 ========= ========= =========== Supplemental cash flow information: Interest paid.......................................... $ 43,024 $ 2,334 $ 47,232 Taxation paid, net..................................... $ 540 $ 1,174 $ 5,783 Liabilities subject to compromise paid................. $ -- $ 1,109 $ 2,293
The accompanying notes are an integral part of these statements. F-87 241 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. REORGANIZATION On August 27, 1999, ICO Global Communications Holdings Limited (a Bermuda registered company) ("Holdings") and three of its wholly owned subsidiaries ("the other Debtors") filed voluntary petitions for protection under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware ("the Court") as the Company was close to having insufficient funds to continue operations and to meet its liabilities as they fell due. On the same date, parallel insolvency proceedings were initiated in Bermuda and the Cayman Islands. Whilst in bankruptcy, the Company secured a Debtor-in-Possession ("DIP") facility of $500 million from a core group of investors, led by Eagle River Investments LLC and its designees ("Eagle River"). This financing was converted into Class A and Class B shares of New ICO Global Communications (Holdings) Limited ("New ICO"), an Eagle River controlled entity, upon exit from chapter 11 and related proceedings. On February 18, 2000, Holdings filed a Plan of Reorganization ("the Plan") with the Court, contemplating emergence from bankruptcy on May 15, 2000. Under the terms of the Plan, Holdings transferred substantially all of its non-cash assets to New ICO in exchange for the issuance by New ICO of 93 million Class A shares, 31 million Class B shares, 20 million warrants to purchase Class A shares at $30 per share and 30 million warrants to purchase Class A shares at $45 per share. Specifically, 50 million of the Class A shares were used to satisfy Tranche I of the DIP facility of $225 million, and 31 million Class B shares were issued to satisfy Tranche II of the DIP facility of $275 million and 43 million Class A shares and the $30 warrants and the $45 warrants were used to satisfy the claims and interests held by the Company's creditors and shareholders. The Plan was in accordance with a definitive agreement dated as of February 4, 2000 between Holdings and Eagle River. Under the definitive agreement, Holdings was required to make an offering of 67 million Class A shares in New ICO to certain of its shareholders and creditors. To the extent this offering was under-subscribed Eagle River agreed to purchase any unsubscribed shares for $10.45 per share. In addition, the definitive agreement gave Eagle River the right to purchase up to the number of shares subscribed in the offering and an option to purchase 16 million New ICO Class A shares at $10.45 per share exercisable over a five-year term commencing on the date on which the plan would be consummated and an option to purchase 40 million New ICO Class A shares at $12.50 per share exercisable over a two-year term commencing on the third anniversary of the date on which the Plan would be consummated. Eagle River subsequently assigned all of its rights and obligations under the definitive agreement to ICO-Teledesic Global Limited, an Eagle River controlled entity. The Court approved the disclosure statement relating to this Plan and the proposed schemes of arrangement ("Schemes") on March 21, 2000, and they were subsequently approved by the Bermuda and Cayman Island Courts. By April 26, 2000 the requisite number of votes approving the Plan and Schemes had been received from the creditors of Holdings and the other Debtors and shareholders of Holdings and on May 3, 2000 the Courts in the US, Bermuda and Cayman Islands confirmed the Plan. On consummation of the Plan, Holdings was discharged under US bankruptcy procedures but remains in provisional liquidation, subject to the jurisdiction of the Bermudan Court. The other debtors emerged from bankruptcy and were transferred into the ownership of New ICO. F-88 242 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) New ICO intends to continue developing the ICO Network and will require substantial additional finance to that contemplated in the Plan to fund its operations and investment through service launch. In addition, there are no assurances that significant technical problems in the completion of the ICO Network will not be encountered, including launch failures, hardware and software failures and delays in integrating the system. There are also no assurances that there will not be problems obtaining licenses and other regulatory approval and in securing distribution channels. 2. BASIS OF PRESENTATION AND CONSOLIDATION The unaudited consolidated financial statements include the financial statements of ICO Global Communications (Holdings) Limited (a development-stage company) and its subsidiary companies (together "the Company"), all of which are wholly owned for the period up to May 16, 2000. The Company's financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and consistently applied. The results of operations and assets and liabilities of the Company's wholly owned subsidiaries have been consolidated and all intercompany transactions and balances have been eliminated. In connection with the bankruptcy proceedings, the Company has adopted AICPA Statement of Position 90-7 "Financial Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"). SOP 90-7 requires entities in bankruptcy to present their pre-petition liabilities on the basis of the expected amount of allowed claims in accordance with Statement of Financial Accounting Standard No. 5, "Accounting for Contingencies". As a result of the chapter 11 filings, absent approval of the Court, the Debtors were prohibited from paying, and creditors were prohibited from attempting to collect, claims or debts arising before August 27, 1999. Such debts are classified as liabilities subject to compromise to be satisfied under the terms of the Plan on exit from chapter 11. Holdings, a development-stage company, incurred a cumulative net loss since inception of $592.6 million and was dependent on consummation of the Plan to enable it to exit from bankruptcy. Following emergence from bankruptcy, Holdings transferred substantially all of its assets, including its subsidiary companies, to New ICO. New ICO and the subsidiaries will continue to develop the ICO Network. Hence, the accompanying financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. The appropriateness of using the going concern basis is dependent upon, among other things, New ICO's ability to generate sufficient cash from financing arrangements to meet obligations and complete the ICO network. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of: (i) the financial position of the Company as of December 31, 1999, and the results of its operations and its cash flows for the six month period ended June 30, 1999 (ii) the financial position of the Company at May 16, 2000 and results of its operations and its cash flows for the period from January 1 to May 16, 2000 These interim consolidated financial statements are unaudited, and do not include all related footnote disclosures that would be necessary in year end audited financial statements and should be read in F-89 243 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) conjunction with the Company's audited consolidated financial statements and footnotes for the year ended December 31, 1999. 3. LOSS PER SHARE For all periods presented, amounts used in both basic and diluted loss per share are the amounts as stated below.
SIX MONTHS PERIOD FROM PERIOD FROM ENDED JANUARY 1 INCEPTION TO JUNE 30, TO MAY 16, MAY 16, 1999 2000 2000 ----------- ----------- ------------ Weighted average number of shares outstanding used in computing basic and diluted loss per share..... 207,627,287 207,607,618 126,637,308 Assumed exercise of "nil cost" stock options........ 378,009 179,465 109,551 ----------- ----------- ----------- Shares used in computing diluted loss per share if result is dilutive................................ 208,005,296 207,787,083 126,746,859 =========== =========== ===========
Due to the losses reported in all periods, the number of shares used to calculate basic and diluted per share amounts in each period is the same, as the effect of taking into account issuable shares would be anti-dilutive. The number of equivalent shares that would be included in the diluted calculations for the periods ended June 30, 1999 and May 16, 2000 and for the period since inception, if the result were to be dilutive, are the weighted average number of (i) "nil cost" stock options (378,009 nil cost stock options were granted on May 31, 1998 on conversion of rights to accumulated cash bonuses under Old ICO's long-term incentive plan to stock options in Old ICO), (ii) warrants in connection with the Dollar and Euro Senior Notes issued on August 1, 1998 (equivalent price of $13.20 per share) and (iii) stock options granted under Old ICO's market value plan with exercise prices per Ordinary share ranging between $10.75 and $11.11 depending on grant date, respectively, accounted for under the treasury stock method. 4. COMPREHENSIVE LOSS Accumulated other comprehensive loss in all periods consists entirely of cumulative translation adjustments.
SIX MONTHS PERIOD FROM PERIOD FROM ENDED JANUARY 1 INCEPTION TO JUNE 30, TO MAY 16, MAY 16, 1999 2000 2000 ---------- ----------- ------------ Accumulated comprehensive loss at beginning of period... $(342,988) $(545,005) $ -- Net loss, as reported................................... (40,813) (47,898) (592,556) Other comprehensive (loss) income: Foreign currency translation adjustments, net......... 14 (13,944) (14,291) --------- --------- --------- Total comprehensive loss Period to date........................................ (40,799) (61,842) (606,847) --------- --------- --------- End of period......................................... $(383,787) $(606,847) $(606,847) ========= ========= =========
F-90 244 ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (DEBTOR-IN-POSSESSION, PROVISIONAL LIQUIDATOR APPOINTED) (A DEVELOPMENT-STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. SUBSEQUENT EVENTS On May 17, 2000 Holdings and the other Debtors emerged from bankruptcy in the US. New ICO issued 93 million Class A shares, 31 million Class B shares, 20 million warrants to purchase Class A shares at $30 per share and 30 million warrants to purchase Class B shares at $45 per share to Holdings for distribution to DIP lenders, creditors of the Debtor companies and to Holdings' shareholders, in accordance with the Plan. In addition, cash of $117.6 million was paid to Holdings by New ICO. The cash consideration represented the estimated additional cash required by the provisional liquidators, over and above the available cash balance of Holdings of $188.9 million. The available cash balance of $188.9 million excludes $105.6 million of launch insurance proceeds received earlier than anticipated on May 16, 2000 and which had therefore not been taken into account in setting the final payment by New ICO to the provisional liquidators on Holdings emergence from bankruptcy. The available cash was to be used to settle the administrative claims, cure payments, liquidator's fees, professional fees relating to the reorganization and pre-exit operational expenses of Holdings and the other Debtors. The total cash available to Holdings as of May 17, 2000 to settle such obligations, was approximately $305 million. All cash in Holdings in excess of that required to settle outstanding liabilities is paid across to New ICO by the provisional liquidator. As of September 19, 2000, $243.2 million had been paid across to New ICO, which includes insurance proceeds of $225.0 million. 6. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as a part of hedge transaction and, if it is, the type of hedge transaction. This statement was effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. In December 1999, the Staff of the Securities and Exchange Commission released Staff Accounting Bulletin 101 (SAB101), "Revenue Recognition in Financial Statements." This pronouncement summarized certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition and is effective for the fourth quarter of 2000. The Company believes its revenue recognition practices are in conformity with the guidelines in SAB 101. In March 2000, the FASB released FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," which provides clarification of Opinion 25 for certain issues such as the determination of an employee, the criteria for determining whether a plan qualifies as a non-compensatory plan, the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and the accounting for an exchange of stock compensation awards in a business combination. The Company believes its practices are in conformity with this guidance, and therefore Interpretation No. 44 will have no impact on its financial statements. F-91 245 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Stockholders of Teledesic Corporation: We have audited the accompanying consolidated balance sheets of Teledesic Corporation (a Delaware corporation in the development stage) and subsidiaries, as of December 31, 1998 and 1999, and the related consolidated statements of operations, comprehensive loss, changes in stockholders' (deficit) equity and cash flows for each of the three years in the period ended December 31, 1999. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teledesic Corporation and subsidiaries as of December 31, 1998 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP Seattle, Washington May 26, 2000 F-92 246 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ASSETS
DECEMBER 31, --------------------- JUNE 30, 1998 1999 2000 --------- --------- --------- UNAUDITED CURRENT ASSETS: Cash and cash equivalents............................... $ 55,350 $ 110,918 $ 12,056 Restricted cash......................................... -- 47,257 21 Marketable securities, at fair value.................... 273,010 201,159 83,329 Receivables............................................. 3,081 24,008 27,388 Prepaid expenses and other current assets............... 1,029 994 650 --------- --------- --------- Total current assets............................ 332,470 384,336 123,444 NOTE RECEIVABLE FROM ICO-TELEDESIC GLOBAL LIMITED......... -- -- 200,000 FURNITURE AND EQUIPMENT, net.............................. 7,546 14,761 13,482 INTANGIBLE ASSETS AND OTHER, net.......................... 192,504 135,630 135,640 SYSTEM UNDER CONSTRUCTION................................. 94,000 105,046 105,046 --------- --------- --------- Total assets.................................... $ 626,520 $ 639,773 $ 577,612 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable........................................ $ 5,007 $ 1,742 $ 1,200 Accrued expenses and other liabilities.................. 72,099 56,252 9,521 Line of credit.......................................... -- 9,960 9,960 Note payable............................................ -- -- 2,488 --------- --------- --------- Total current liabilities....................... 77,106 67,954 23,169 LINE OF CREDIT............................................ 2,500 -- -- LONG-TERM PAYABLES........................................ 2,216 2,401 393 --------- --------- --------- Total liabilities............................... 81,822 70,355 23,562 MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES........... 562,381 741,205 734,318 --------- --------- --------- STOCKHOLDERS' EQUITY (DEFICIT): Convertible preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued and outstanding.......................................... -- -- -- Common stock, $.001 par value; 316,705,275 and 1,117,165,275 and 1,117,165,275 shares authorized at December 31,1998 and 1999 and June 30, 2000, respectively; 78,980,494 and 82,053,011 and 83,205,946 shares issued and outstanding at December 31, 1998 and 1999 and June 30, 2000, respectively.... 129,802 209,250 214,230 Other comprehensive income (loss)....................... 2,371 (2,598) (1,835) Deferred compensation................................... (3,119) -- -- Deficit accumulated during the development stage........ (146,737) (378,439) (392,663) --------- --------- --------- Total stockholders' deficit..................... (17,683) (171,787) (180,268) --------- --------- --------- Total liabilities and stockholders' equity (deficit)..................................... $ 626,520 $ 639,773 $ 577,612 ========= ========= =========
The accompanying notes are an integral part of these consolidated statements. F-93 247 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS)
SIX MONTHS JUNE 19, 1990 YEAR ENDED DECEMBER 31, ENDED JUNE 30, (INCEPTION) --------------------------------------- ------------------------- TO JUNE 30, 1997 1998 1999 1999 2000 2000 ----------- ----------- ----------- ----------- ----------- ----------------- UNAUDITED --------------------------------------------- OPERATING EXPENSES: General and administrative............ $ 13,205 $ 39,372 $ 35,860 $ 19,795 $ 17,781 $ 121,653 Research and development.............. 21,873 64,984 35,131 25,747 3,971 149,969 Impairment losses..................... -- -- 274,111 -- -- 274,111 Depreciation and amortization......... 806 7,452 14,950 7,111 1,415 25,236 Corporate restructuring............... -- -- -- -- 4,392 4,392 ----------- ----------- ----------- ----------- ----------- ----------- Total operating loss............ 35,884 111,808 360,052 52,653 27,559 575,361 INTEREST EXPENSE........................ 27 52 528 135 420 1,620 INTEREST INCOME......................... (705) (12,191) (17,276) (8,816) (10,790) (41,462) OTHER (INCOME) EXPENSE.................. (681) (656) 306 (570) 2,315 (1,034) CORPORATE REORGANIZATION................ -- -- -- -- 2,000 2,000 ----------- ----------- ----------- ----------- ----------- ----------- Loss before minority interest......... 34,525 99,013 343,610 43,402 21,504 536,485 MINORITY INTEREST IN LOSS OF CONSOLIDATED SUBSIDIARIES............. -- (24,634) (111,908) (10,263) (7,280) (143,822) ----------- ----------- ----------- ----------- ----------- ----------- Net loss.............................. $ 34,525 $ 74,379 $ 231,702 $ 33,139 $ 14,224 $ 392,663 =========== =========== =========== =========== =========== =========== BASIC AND DILUTED LOSS PER SHARE........ $ 0.47 $ 0.95 $ 2.85 $ 0.41 $ 0.17 $ 8.96 =========== =========== =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING.............. 74,139,692 78,278,736 81,302,603 80,578,021 83,159,059 43,809,531 =========== =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated statements. F-94 248 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED (INCEPTION) YEAR ENDED DECEMBER 31, JUNE 30, TO ---------------------------- ----------------- JUNE 30, 1997 1998 1999 1999 2000 2000 ------- ------- -------- ------- ------- ----------- UNAUDITED ------------------------------- NET LOSS......................... $34,525 $74,379 $231,702 $33,139 $14,224 $392,663 OTHER COMPREHENSIVE (INCOME) LOSS: Unrealized holding (gains) losses on marketable securities.................. -- (2,376) 4,941 4,300 (773) 1,792 Foreign currency translation adjustments................. -- 5 28 14 10 43 ------- ------- -------- ------- ------- -------- Comprehensive loss............. $34,525 $72,008 $236,671 $37,453 $13,461 $394,498 ======= ======= ======== ======= ======= ========
The accompanying notes are an integral part of these consolidated statements. F-95 249 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (SIX MONTHS FROM JANUARY 1, 2000 TO JUNE 30, 2000 ARE UNAUDITED) (DOLLARS IN THOUSANDS)
COMMON STOCK CONVERTIBLE PREFERRED STOCK --------------------------------------------------------- ---------------------------- SHARES OUTSTANDING SERIES A, B & C ---------------------------------------------- SHARES CLASS A & B OUTSTANDING AMOUNT & NO CLASS CLASS A CLASS B CLASS C AMOUNT ---------------- --------- ----------- --------- ---------- ------- -------- Issuance of founders shares, net.......................... 840,000 $ 1,005 Conversion of Class A common stock to Series A convertible preferred stock.............. 2,400,000 $ 1,000 (800,000) (1,000) Conversion of Class B common stock to..................... (40,000) no class common stock........ 120,000 Issuance of Series A convertible preferred stock, net.......................... 37,324,914 13,536 Issuance of Series B convertible preferred stock, net.......................... 12,127,506 10,085 Issuance of Series C convertible preferred stock for cash and conversion of debt, net.................... 19,800,000 32,985 Exercise of No Class common stock options................ 227,250 14 Equity-based compensation..... 300 Net loss for period from inception to December 31, 1996......................... ----------- -------- -------- -------- BALANCE, DECEMBER 31, 1996.... 71,652,420 57,606 347,250 319 Cost of issuance of Series C convertible preferred stock........................ (5) Exercise of No Class common stock options................ 144,775 Exercise of Class A common stock options................ 143,050 224 Equity-based compensation..... 7,333 Amortization of deferred compensation................. Conversion of No Class common stock to common stock........ (492,025) 492,025 Conversion of Series A, B and C convertible preferred stock to Class B common stock...... (71,652,420) (57,601) 71,652,420 57,601 Issuance of Class B common stock, net................... 4,657,093 49,961 Net loss for the year ended December 31, 1997............ ----------- -------- -------- --------- ---------- -------- BALANCE, DECEMBER 31, 1997.... -- -- -- 635,075 76,309,513 115,438 Exercise of common stock options...................... 1,985,906 2,689 Equity-based compensation..... 14,232 Amortization of deferred compensation................. Conversion of Class B common stock to Class A common stock........................ 634,238 (634,238) Issuance of Class C common stock........................ 50,000 1,000 Cost of issuance of Teledesic LLC units.................... (3,557) Net loss and other comprehensive income for the year......................... ----------- -------- -------- --------- ---------- ------ -------- BALANCE, DECEMBER 31, 1998.... -- -- -- 3,255,219 75,675,275 50,000 129,802 Exercise of common stock options...................... 572,517 644 Equity-based compensation..... 5,251 Cancellation of common stock options...................... (3,119) Issuance of Class A common stock........................ 2,500,000 50,000 Issuance of warrants to purchase Class C common stock........................ 28,215 Cost of issuance of Teledesic LLC units.................... (1,543) Net loss and other comprehensive loss for the year......................... ----------- -------- -------- --------- ---------- ------ -------- BALANCE, DECEMBER 31, 1999.... -- -- -- 6,327,736 75,675,275 50,000 209,250 Exercise of common stock options...................... 1,152,935 140 Equity-based compensation..... 5,007 Cancellation of common stock options...................... (167) Net loss and other comprehensive income for the period....................... ----------- -------- -------- --------- ---------- ------ -------- BALANCE, JUNE 30, 2000 (unaudited).................. -- $ -- -- 7,480,671 75,675,275 50,000 $214,230 =========== ======== ======== ========= ========== ====== ======== DEFICIT OTHER ACCUMULATED COMPREHENSIVE DURING THE TOTAL INCOME DEFERRED DEVELOPMENT STOCKHOLDERS' (LOSS) COMPENSATION STAGE EQUITY (DEFICIT) ------------- ------------ ----------- ---------------- Issuance of founders shares, net.......................... $ 1,005 Conversion of Class A common stock to Series A convertible preferred stock.............. -- Conversion of Class B common stock to..................... no class common stock........ -- Issuance of Series A convertible preferred stock, net.......................... 13,536 Issuance of Series B convertible preferred stock, net.......................... 10,085 Issuance of Series C convertible preferred stock for cash and conversion of debt, net.................... 32,985 Exercise of No Class common stock options................ 14 Equity-based compensation..... 300 Net loss for period from inception to December 31, 1996......................... $ (37,833) (37,833) --------- --------- BALANCE, DECEMBER 31, 1996.... (37,833) 20,092 Cost of issuance of Series C convertible preferred stock........................ (5) Exercise of No Class common stock options................ -- Exercise of Class A common stock options................ 224 Equity-based compensation..... $(7,333) -- Amortization of deferred compensation................. 217 217 Conversion of No Class common stock to common stock........ -- Conversion of Series A, B and C convertible preferred stock to Class B common stock...... -- Issuance of Class B common stock, net................... 49,961 Net loss for the year ended December 31, 1997............ (34,525) (34,525) ------- --------- --------- BALANCE, DECEMBER 31, 1997.... (7,116) (72,358) 35,964 Exercise of common stock options...................... 2,689 Equity-based compensation..... (7,001) 7,231 Amortization of deferred compensation................. 10,998 10,998 Conversion of Class B common stock to Class A common stock........................ Issuance of Class C common stock........................ 1,000 Cost of issuance of Teledesic LLC units.................... (3,557) Net loss and other comprehensive income for the year......................... $ 2,371 (74,379) (72,008) ------- ------- --------- --------- BALANCE, DECEMBER 31, 1998.... 2,371 (3,119) (146,737) (17,683) Exercise of common stock options...................... 644 Equity-based compensation..... 5,251 Cancellation of common stock options...................... 3,119 -- Issuance of Class A common stock........................ 50,000 Issuance of warrants to purchase Class C common stock........................ 28,215 Cost of issuance of Teledesic LLC units.................... (1,543) Net loss and other comprehensive loss for the year......................... (4,969) (231,702) (236,671) ------- ------- --------- --------- BALANCE, DECEMBER 31, 1999.... (2,598) -- (378,439) (171,787) Exercise of common stock options...................... 140 Equity-based compensation..... 5,007 Cancellation of common stock options...................... (167) Net loss and other comprehensive income for the period....................... 763 (14,224) (13,461) ------- ------- --------- --------- BALANCE, JUNE 30, 2000 (unaudited).................. $(1,835) $ -- $(392,663) $(180,268) ======= ======= ========= =========
The accompanying notes are an integral part of these consolidated statements. F-96 250 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS)
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, JUNE 19, 1990 -------------------------------- --------------------- (INCEPTION) TO 1997 1998 1999 1999 2000 JUNE 30, 2000 -------- --------- --------- --------- --------- -------------- UNAUDITED CASH FLOWS FROM OPERATING ACTIVITIES: Net loss............................................ $(34,525) $ (74,379) $(231,702) $ (33,139) $ (14,224) $ (392,663) Adjustments to reconcile net loss to cash used in operating activities: Realized (gain) loss on sales of marketable securities...................................... -- (604) 295 (585) 2,151 1,752 Equity-based compensation......................... -- 6,323 5,251 1,387 6,179 18,053 Impairment losses................................. -- -- 274,111 -- 274,111 Amortization of deferred compensation............. 217 10,998 -- 387 (355) 10,860 Depreciation and amortization..................... 806 7,452 14,950 7,111 1,415 25,236 Minority interests in loss of consolidated subsidiaries.................................... -- (24,634) (111,908) (10,263) (7,280) (143,822) Write off abandoned patent applications........... -- -- 267 -- 267 Other changes in certain assets and liabilities -- Prepaid expenses and other current assets....... 65 (3,508) (873) 489 (3,716) (8,283) Accounts payable................................ 512 2,337 (3,265) (1,401) (541) 455 Accrued expenses and other liabilities.......... 1,304 51,261 5,816 3,202 899 58,623 -------- --------- --------- --------- --------- ----------- Net cash used in operating activities......... (31,621) (24,754) (47,058) (32,812) (15,472) (155,411) -------- --------- --------- --------- --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Investment in note receivable from ICO-Teledesic Global Limited.................................... -- -- -- -- (200,000) (200,000) Purchases of furniture and equipment, net........... (1,407) (6,700) (9,257) (8,154) (112) (18,679) Investment in intangible assets and other........... (1,012) (135) (461) (409) (127) (2,738) Investment in system under construction............. -- -- (261,046) -- -- (261,046) Proceeds from sales of marketable securities........ -- 607,621 400,199 261,636 156,285 1,169,295 Purchases of marketable securities.................. -- (877,656) (334,897) (235,824) (39,575) (1,252,128) -------- --------- --------- --------- --------- ----------- Net cash provided by (used in) investing activities.................................. (2,419) (276,870) (205,462) 17,249 (83,529) (565,296) -------- --------- --------- --------- --------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from bridge loans.......................... -- -- -- -- -- 5,100 Borrowings under line of credit..................... -- 2,500 7,460 7,460 -- 9,960 Net proceeds from sales of Class A & B common stock............................................. -- -- -- -- -- 1,005 Net proceeds from sale of Class B common stock...... 49,961 -- -- -- -- 49,961 Proceeds from sale of Class C common stock.......... -- 1,000 -- -- -- 1,000 Proceeds from sales of subsidiaries' equity to minority interests................................ -- 299,000 322,888 45,989 -- 621,888 Proceeds from sales of subsidiaries' equity to minority interests subject to redemption.......... -- 18,750 -- -- -- 18,750 Redemption of subsidiaries' equity to minority interest as a result of exercise of redemption option............................................ -- -- (18,750) (18,750) -- (18,750) Proceeds from sales of Series A, B and C convertible preferred stock, net.............................. -- -- -- -- -- 47,850 Cost of issuance of Teledesic LLC member units...... -- (3,557) (4,154) -- -- (7,711) Proceeds from exercise of common stock options...... 224 2,689 644 541 139 3,710 -------- --------- --------- --------- --------- ----------- Net cash provided by financing activities..... 50,185 320,382 308,088 35,240 139 732,763 -------- --------- --------- --------- --------- ----------- Net increase (decrease) in cash and cash equivalents................................. 16,145 18,758 55,568 19,677 (98,862) 12,056 CASH AND CASH EQUIVALENTS, beginning of period........ 20,447 36,592 55,350 55,350 110,918 -- -------- --------- --------- --------- --------- ----------- CASH AND CASH EQUIVALENTS, end of period.............. $ 36,592 $ 55,350 $ 110,918 $ 75,027 $ 12,056 $ 12,056 ======== ========= ========= ========= ========= =========== SUPPLEMENTAL DISCLOSURE of cash paid for interest..... $ 27 $ 31 $ 602 $ 170 $ 401 $ 1,654 ======== ========= ========= ========= ========= ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: In connection with a transaction described in Note 8, the LLC issued 14,400,750 nonvoting units in 1998 in exchange for Celestri Assets having an aggregate fair value of $288,015. As described in Note 8, during 1999, the Corporation issued 2,500,000 shares of its Class A common stock valued at $50,000 to an existing stockholder in payment of research and development services provided to the Corporation in 1998. At December 31, 1998, this was recorded as a liability in accrued expenses and other liabilities. Restricted cash of $45,419 was received from sales to minority interests of subsidiaries' equity subject to redemption as described in Note 7. During 2000, this minority interest was redeemed with restricted cash of $47,967 when the redemption right was exercised. The accompanying notes are an integral part of these consolidated statements. F-97 251 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) 1. ORGANIZATION AND BUSINESS The consolidated financial statements include the accounts of Teledesic Corporation and its subsidiaries (collectively referred to as the Corporation). The Corporation was incorporated in California on June 19, 1990 (inception) under the name Calling Communications Corporation and was reincorporated in Delaware in 1994 under the name of Teledesic Corporation. The Corporation is organized to build a global, broadband, non-geostationary satellite telecommunications system (the System) that will provide service between selected points on the Earth at any time. On March 14, 1997, the Corporation received a license (the License) from the Federal Communications Commission (FCC) to permit the construction, deployment and operation of the System. On October 22, 1997 and November 5, 1997, the Corporation initiated a reorganization forming Teledesic Holdings Limited (THL), a Bermuda corporation, and Teledesic LLC (the LLC), a Delaware limited liability company. Pursuant to the Teledesic LLC Unit Purchase Agreement, the Corporation contributed substantially all of its operating assets and liabilities, including the License, to the LLC in exchange for 97,869,058 voting units of the LLC. THL initially contributed cash of $10 to the LLC in exchange for 668 voting units and subsequently contributed cash of $3 for an additional 132 voting units. The Corporation has voting control and acts as Manager of the LLC in accordance with the terms of the Amended and Restated Limited Liability Company Agreement. Pursuant to a subscription agreement between the Corporation and THL, the Corporation purchased 800 Class B shares of THL's common stock for $12. On May 21, 1998, the Corporation, the LLC and an owner of the Corporation entered into a Memorandum of Agreement which designated Motorola, Inc. (Motorola) as the prime System contractor for the LLC, subject to execution of certain other agreements. The ability of the Corporation to become an operating enterprise depends largely on the ability of the Corporation to execute certain agreements with its prime System contractor, the technical success of the System, its ability to obtain further regulatory approvals, and development of distribution channels. Furthermore, competition, retention of key employees, and the Corporation's ability to finance future development are also factors that may impact the Corporation's ability to achieve management's objectives. The research and development activities engaged in by the Corporation involve a significant degree of risk and uncertainty. In addition, recoverability of the capitalized intangibles is dependent upon market acceptance of the Corporation's products and services. The Corporation is a development stage enterprise with no operating revenues to date. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Corporation's consolidated financial statements include 100% of the assets, liabilities and results of operations of subsidiaries in which the Corporation has a controlling interest of greater than 50%. The ownership interests of the other stockholders or members in such subsidiaries are reflected as minority interests. All significant intercompany accounts and transactions have been eliminated. F-98 252 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) Cash and Cash Equivalents Cash equivalents consist of highly liquid, short-term investments with a maturity of three months or less when purchased. The Corporation places its excess cash in high credit quality financial institutions. Marketable Securities Marketable securities are classified as available-for-sale under Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." As such, the Corporation's marketable securities are stated at fair value, with unrealized gains and losses reported as a component of other comprehensive income (loss). Dividend and interest income is recognized when earned. Realized gains and losses are included in other income (expense). The cost of securities sold is based on the specific identification method. Furniture and Equipment Furniture and equipment, including leasehold improvements, are recorded at cost. Direct costs of construction are capitalized. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets, ranging from three to five years, and accelerated methods for federal income tax purposes. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or the estimated useful life of the asset. Depreciation expense for furniture and equipment is as follows: Year ended December 31, 1997................................ $ 784 Year ended December 31, 1998................................ $1,124 Year ended December 31, 1999................................ $2,305 Six months ended June 30, 1999.............................. $ 791 Six months ended June 30, 2000.............................. $1,391 Period from inception to June 30, 2000...................... $6,204
Intangible Assets and Other and System Under Construction Intangible assets and other consist primarily of the costs associated with obtaining FCC and other regulatory licenses, which are capitalized upon acquisition of the license and amortized over a period of 40 years, beginning when the related systems are placed in service. Intangible assets also include issued patents, which are amortized on a straight-line basis over the shorter of the term of the patent (17 years) or its estimated useful life. Costs incurred related to patents not yet issued are also capitalized unless the probability that such patents will be eventually issued is remote. Trademarks are amortized on a straight-line basis over 40 years. Intangible assets are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. Impairment losses are recognized when expected future cash flows of the related assets are less than their carrying values. In February 1997, the Corporation entered into an agreement with a third party to clear spectrum for $2,500, due January 2001. The Corporation recorded the spectrum and the related obligation of $1,997, which represents the present value of the obligation due to the third party. The Corporation will recognize F-99 253 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) interest costs at an effective borrowing rate of 8.25% until the amount, which is classified as a long-term payable in the accompanying consolidated balance sheet, is due. In July 1998, in connection with the transaction described in Note 7, Motorola transferred certain intangible assets related to its Celestri project to the Corporation, including system designs and certain trademarks and other intangible assets (collectively, Celestri Assets). In addition, Motorola granted the LLC an option to receive FCC licenses without payment of additional consideration. The trademarks and other intangible assets are being amortized over a five-year period beginning July 1998, and the system designs were classified as system under construction in the accompanying consolidated balance sheet. Given current market conditions and Teledesic's plans to take advantage of business and technical synergies with New ICO, it is probable that management will terminate the Amended and Restated Teledesic System Agreement (TSA) with Motorola discussed in Note 10. Consequently, as of December 31, 1999 management had determined that certain Celestri assets contributed by Motorola, including business plans, marketing studies, trademarks and other materials related to Motorola's Celestri research, as well as Teledesic's initial payment to Motorola for work associated with the TSA, had no future undiscounted cash flows and no fair value. As a result, impairment losses of $274,111 were recorded as of December 31, 1999. Amortization expense related to intangibles is as follows: Year ended December 31, 1997............................... $ 22 Year ended December 31, 1998............................... $ 6,328 Year ended December 31, 1999............................... $12,645 Six months ended June 30, 1999............................. $ 6,320 Six months ended June 30, 2000............................. $ 24 Period from inception to June 30, 2000..................... $19,033
Comprehensive Loss In 1998, the Corporation adopted SFAS No. 130, "Reporting Comprehensive Income". This statement establishes rules for the reporting of comprehensive income (loss) and its components. Comprehensive loss consists of net loss, foreign currency translation adjustments, and unrealized gains and losses on marketable securities available-for-sale and is presented as a separate consolidated statement of comprehensive loss. Stock-Based Compensation The Corporation has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" (SFAS 123) and applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its employee stock-based compensation plans. Research and Development Research and development costs are expensed as incurred. Net insurance proceeds related to a failed satellite launch were included in research and development costs. F-100 254 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) Income Taxes The Corporation accounts for income taxes using the asset and liability method under SFAS No. 109, "Accounting for Income Taxes." To date, the Corporation has fully reserved all net deferred tax assets. Basic and Diluted Loss Per Share For all periods presented, amounts used in both basic and diluted loss per share are the amounts as stated below. Due to the losses reported in all periods, the number of shares used to calculate basic and diluted per share amounts in each period is the same, as the effect of taking into account issuable shares would be anti-dilutive. The Corporation's Series A, B and C Convertible preferred stock issued and outstanding were included in calculating the weighted average number of common shares outstanding for the period from June 19, 1990 (Inception) to June 30, 2000. The number of equivalent shares that would be included in the diluted calculations for the periods stated below, if the result were to be dilutive, are the weighted average number of (i) warrants acquired in connection with the a former executive's employment agreement with an exercise price of $1.67 and warrants acquired pursuant to recapitalization of the Motorola Combination Agreement with exercise prices ranging from $15 to $20 and (ii) stock options granted under the Company's market value plan with exercise prices per ordinary share ranging between $.04 and $20 depending on grant date, respectively, accounted for under the treasury stock method.
JUNE 19, SIX MONTHS ENDED 1990 YEAR ENDED DECEMBER 31, JUNE 30, (INCEPTION) ------------------------------------ ----------------------- TO JUNE 30, 1997 1998 1999 1999 2000 2000 ---------- ---------- ---------- ---------- ---------- ----------- Weighted average number of shares outstanding used in computing basic and diluted loss per share............................. 74,139,692 78,278,736 81,302,603 80,578,021 83,159,059 43,809,531 Assumed exercise of warrants and stock options..................... 10,050 14,132 13,158 12,324 9,364 8,007 ---------- ---------- ---------- ---------- ---------- ---------- Shares used in computing diluted loss per share if result is dilutive.......................... 74,149,742 78,292,868 81,315,761 80,590,345 83,168,423 43,817,538 ========== ========== ========== ========== ========== ==========
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates include valuation allowances related to furniture and equipment, intangible assets and deferred tax assets. Actual results could differ from those estimates. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. F-101 255 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) Interim Reporting In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, necessary for a fair presentation of the financial position of the Corporation as of June 30, 2000, and the results of its operations and cash flows for the six month periods ended June 30, 1999 and 2000, and the period from June 19, 1990 (inception) to June 30, 2000. The June 30, 1999 and 2000 consolidated financial statements are unaudited, and do not include all related footnote disclosures that would be necessary in year end audited financial statements. The results of operations for the six months ended June 30, 2000 are not necessarily indicative of the results of operations expected in the future, although the Corporation will continue to be a development-stage company until the commencement of commercial operations and anticipates a net loss for the year. Segment Information The Corporation has adopted Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information". The Corporation manages its business under one reporting segment, telecommunications. As such, all operating decisions are based upon the company operating under a single segment. Additionally, all of its activities take place in one central location in the United States. Recently Issued Accounting Standards In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as a part of hedge transaction and, if it is, the type of hedge transaction. This statement is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. We are currently reviewing the impact of this statement on its financial statements and results of operations. In March 2000, the FASB released FASB Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25," which provides clarification of Opinion 25 for certain issues such as the determination of an employee, the criteria for determining whether a plan qualifies as a non-compensatory plan, the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and the accounting for an exchange of stock compensation awards in a business combination. We believe that our practices are in conformity with this guidance, and therefore Interpretation No. 44 will have no impact on our financial statements. F-102 256 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) 3. MARKETABLE SECURITIES Marketable securities at December 31, 1999 are comprised as follows:
UNREALIZED COST LOSS FAIR VALUE -------- ---------- ---------- U.S. government Securities and federal Agency obligations........................... $157,013 $(2,395) $154,618 Corporate debt securities.................. 48,023 (1,482) 46,541 -------- ------- -------- $205,036 $(3,877) $201,159 ======== ======= ========
The estimated fair value of marketable securities by contractual maturity at December 31, 1999 is as follows: Due in one year or less..................................... 39,932 Due after one year through five years....................... 155,162 Due after five years........................................ 6,065 ------- 201,159 =======
4. PREPAID AND OTHER CURRENT ASSETS
DECEMBER 31, ----------------- JUNE 30, 1998 1999 2000 ------ ------- -------- Amount recoverable from Motorola under expected cancellation of Teledesic System Agreement........... $20,000 $20,000 Prepaid consulting and other current assets............ $4,110 5,002 8,038 ------ ------- ------- $4,110 $25,002 $28,038 ====== ======= =======
5. INTANGIBLE ASSETS AND OTHER
DECEMBER 31, -------------------- JUNE 30, 1998 1999 2000 -------- -------- -------- FCC and other regulatory licenses.................. $133,489 $134,108 $134,217 Other.............................................. 65,379 1,627 1,551 -------- -------- -------- 198,868 135,735 135,768 Less -- Accumulated amortization................... (6,364) (105) (128) -------- -------- -------- $192,504 $135,630 $135,640 ======== ======== ========
F-103 257 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) 6. ACCRUED EXPENSES AND OTHER LIABILITIES
DECEMBER 31, ------------------ JUNE 30, 1998 1999 2000 ------- ------- -------- Accrued research and development services.............. $50,000 $ -- $ -- Subsidiary equity subject to redemption................ 18,750 45,419 -- Insurance settlement................................... -- 3,839 3,839 Bonuses................................................ 2,000 2,233 2,995 Charitable contribution................................ -- 500 500 Accrued interest....................................... -- 1,909 108 Vacation and relocation................................ 500 1,047 893 Wages and other........................................ 290 130 260 Sales and use taxes.................................... 559 1,175 926 ------- ------- ------ $72,099 $56,252 $9,521 ======= ======= ======
7. LINE OF CREDIT During the second quarter of 1998, the Corporation entered into a line of credit agreement with a local bank to assist in the construction of leasehold improvements to the Corporation's new office space. The Corporation could draw up to the lesser of $9,960 or 80 percent of total construction costs under the line of credit agreement. At December 31, 1999, the Corporation had aggregate borrowings of $9,960, bearing interest at rates between 7.23% and 8.45%. The line of credit expires on September 30, 2000. 8. STOCKHOLDERS' EQUITY Convertible Preferred Stock Following reincorporation in the state of Delaware, the stockholders approved the filing of a Restated Certificate of Incorporation authorizing 150 million shares of common stock and 75 million shares of convertible preferred stock. During 1994, the Corporation issued 37,324,914 shares of Series A convertible preferred stock at $0.42 per share for cash of approximately $5,200, securities having a fair market value of approximately $5,100, and conversion of promissory notes from related parties of $5,300. From November 16, 1994 to December 15, 1995, the Corporation issued 12,127,506 shares of Series B convertible preferred stock for gross proceeds of $10,100 or $0.83 per share. During 1996, the Corporation issued 19.8 million shares of Series C convertible preferred stock for gross proceeds of approximately $32,600 and conversion of promissory notes from related parties of $420 or $1.67 per share. Common Stock In July 1997, the stockholders approved a Restated Certificate of Incorporation providing for 150 million shares of Class A common stock, 80 million shares of Class B common stock, and five million shares of undesignated preferred stock. Pursuant to the stock reclassification, 492,025 shares of common stock were converted into an equal number of shares of Class A common stock. In addition, 71,652,420 shares of Series A, B and C convertible preferred stock were converted into an equal number of shares of Class B common stock. Pursuant to the respective terms of the Corporation's stock option plans and stock F-104 258 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) purchase warrants, all references therein to the Corporation's former common stock were automatically adjusted to refer to Class A common stock and all rights to purchase shares of the Corporation's former common stock existing thereunder were automatically converted into rights to purchase shares of Class A common stock. In July 1997, the Corporation issued 4,657,093 shares of Class B common stock at approximately $10.74 per share for gross proceeds of $50,000. During July 1998, the Corporation amended its Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock to 200 million, decrease the number of authorized shares of Class B common stock to 75,705,275 and establish a new class of common stock designated as Class C common stock consisting of 41 million authorized shares. The terms of the Class A, B and C common stock are substantially identical except (i) the holders of Class A common stock are entitled to one vote per share, (ii) holders of Class B common stock are entitled to ten votes per share on all matters on which holders of the Corporation's common stock are entitled to vote and have certain approval rights, and (iii) shares of Class C common stock have a "per share vote," as defined, based on the number of shares of Class C common stock then outstanding plus the number of LLC units exchangeable for shares of Class C common stock then outstanding and, in certain matters, have 10 votes for each per share vote and certain approval rights. Each share of Class B and C common stock is convertible into one share of Class A common stock at the option of the holder at any time and is subject to automatic conversion in the event of certain prohibited transfers. All shares of common stock rank equally on liquidation. In July 1998, the Corporation, the LLC and Motorola entered into a Combination Agreement, which was amended in February 1999 and modified by the TSA in June 1999. Under the amended combination agreement, Motorola invested $300,000 in exchange for the following: - 50,000 shares of the Corporation's Class C common stock, - 13,539,250 nonvoting units of the LLC, and - warrants (the Motorola Warrants) to purchase 1.5 million and 2.0 million shares of the Corporation's Class C common stock at exercise prices of $15.00 and $20.00 per share, respectively. The Motorola Warrants were recorded at their estimated fair value of $28,215 and expire in August 2000 and 2002, respectively. The $300,000 purchase price was payable in installments, of which the first $100,000 was received in July 1998, the second $150,000 was received in July 1999, and the final payments aggregating $50,000 are due in 2000. In addition, Motorola was issued 14,400,750 nonvoting units of the LLC in exchange for the contribution of Celestri Assets as described in Note 2. Immediately following this transaction, the Corporation purchased 50,000 voting units in the LLC. In April 1999, the Corporation issued 2.5 million shares of its Class A common stock to an existing stockholder in payment of research and development services valued at $50,000 provided to the LLC in 1998. In connection with this transaction, the LLC issued the Corporation 2.5 million voting units. Effective May 1999 the Corporation amended its Amended and Restated Certificate of Incorporation to (i) increase the number of authorized shares of Class A common stock to one billion, (ii) decrease the number of authorized shares of Class B common stock to 75,675,275, (iii) increase the number of F-105 259 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) authorized shares of Class C common stock to 41,490,000 and (iv) amend certain provisions of the Class B and Class C common stock. In October 1999, a principal stockholder of both ITGL, New ICO and Teledesic entered into an agreement with an executive of Teledesic. Pursuant to this agreement, the executive received the right to put certain shares of Teledesic the executive owned or had fully vested exercisable options to purchase, to the Stockholder. In return for the right, which vests in four equal tranches, the executive had to perform certain services, primarily related to New ICO's purchasing of Old ICO's assets out of chapter 11 bankruptcy proceedings, as defined in the agreement. During this time the executive devoted substantially all of his efforts to these services to New ICO. The put price was $18.50 per share and the Executive had an average exercise price of $0.06 per share, resulting in $18.4 million of compensation expense. Pursuant to SEC Staff Accounting Bulletin No. 79, the first tranche of $4.6 million vested prior to the formation of New ICO and was recorded by Teledesic while the remaining tranches were, or will be, recorded by New ICO, as New ICO is the entity receiving the principal benefit after its formation. The second tranche was earned and recorded by April 30, 2000, the third tranche was earned and recorded by June 30, 2000 and the final tranche will be recorded when it is earned, which is expected to be in late 2000. Other Financing Activities of Consolidated Subsidiaries In June 1998, THL sold 1.25 million shares of its Class A common stock for $18,750. Immediately following this sale, THL purchased 1.25 million voting units of the LLC for $18,750. The shares and units purchased were subject to redemption at the option of the holder, at the earlier of April 30, 1999 or the effective date of certain other agreements (the Put Right). On April 29, 1999, THL received notice of exercise of the Put Right. Accordingly, the LLC repurchased 1.25 million voting units from THL for $18,750 and THL repurchased 1.25 million shares of its Class A common stock for $18,750. In consideration of this transaction, the subsidiary equity subject to redemption was classified as a current liability in the accompanying consolidated balance sheet at December 31, 1998. On December 31, 1998, the LLC issued 132 voting units to THL at $20.00 per unit. In March 1999, THL sold 18,167,500 shares of its Class A common stock for $363,350, to be received in eight equal installments of approximately $45,419, the first of which was received by THL in March 1999. Immediately following this sale, THL entered into a subscription agreement to purchase 18,167,500 voting units from the LLC at $20.00 per unit upon similar payment terms. The shares and units purchased were subject to redemption at the option of the holder until May 31, 2000. The cash and earned interest was restricted until the redemption privilege was removed. In April 2000, THL received notice of exercise of the redemption privilege. Accordingly, the LLC repurchased the voting units from THL, and THL repurchased the shares of its Class A common stock for the amount of the initial installment plus earned interest and cancellation of the remaining payment obligations. In consideration of this transaction, the subsidiary equity subject to redemption and the earned interest are classified as current liabilities in the accompanying consolidated balance sheet at December 31, 1999. Issue costs of $211 were recorded related to this transaction. F-106 260 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) In addition THL sold its Class A common stock for cash as outlined below. In each case, THL immediately purchased an equal number of voting units of the LLC at the same amount.
NUMBER OF RELATED DATE SHARES/UNITS CASH AMOUNT ISSUE COSTS ---- ------------ ----------- ----------- April 1998..................... 14,814,815 $200,000 $3,557 April 1999..................... 2,500,000 50,000 471 June 1999...................... 6,040,500 120,810 3,471 August 1999.................... 103,832 2,077 0
9. STOCK-BASED COMPENSATION: The Corporation has established three stock option plans: the 1990 Supplemental Stock Option Plan, the Restated 1994 Stock Option/Stock Issuance Plan (the 1994 Plan) and the Restated 1996 California Stock Option/Stock Issuance Plan (the California Plan and collectively, the Plans). In the aggregate, approximately 20.9 million shares of the Corporation's Class A common stock are currently reserved for issuance pursuant to the Plans. The vesting schedule for options is determined by the Plan Administrator at its sole discretion. Generally, initial option grants under the Plans vest over a four-year period with 25% vesting in the first year and the remainder vesting semiannually thereafter; subsequent option grants generally vest semiannually over four years. In certain circumstances, options may fully vest upon grant. All options expire no later than 10 years from the date of grant unless sooner terminated in accordance with their terms. The Plans provide that the exercise price for incentive stock options be not less than the fair market value of the stock at the date of grant and for nonqualified stock options be not less than 85% of the fair market value of the stock at the date of grant. The Corporation retains a right of first refusal on shares issued upon the exercise of options under the 1994 Plan and the California Plan; this right terminates upon a public offering. At December 31, 1999, approximately 2,728,698 shares of common stock were subject to the Corporation's right of first refusal. As previously discussed in Note 2, the Corporation has adopted the disclosure-only provisions of SFAS 123. Had compensation cost been recognized based on the fair value at the date of grant for options awarded under the Plans, the Corporation's net loss would have increased to the pro forma amounts indicated below:
YEAR ENDED DECEMBER 31, INCEPTION TO ------------------- DECEMBER 31, 1998 1999 1999 ------- -------- ------------ Net loss -- as reported........................... $74,379 $231,702 $378,439 Net loss -- pro forma............................. $76,599 $235,464 $385,999
The fair value of the options granted was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
1998 1999 ---- ---- Dividend yield.............................................. 0.00% 0.00% Expected volatility......................................... 0.00% 0.00% Risk-free interest rate..................................... 5.48% 5.53% Expected life (in years).................................... 4.00 4.00
F-107 261 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) The weighted average fair value of stock options granted during the years ended December 31, 1999 and 1998, calculated using the Black-Scholes option-pricing model, is $4.53 and $5.83, respectively. Information with respect to the Plans is as follows:
WEIGHTED AVERAGE EXERCISE SHARES PRICE ------ -------- (000S) OPTIONS OUTSTANDING AT DECEMBER 31, 1997.................. 14,872 $ 1.45 Granted at fair value................................... 2,291 $16.74 Granted below fair value................................ 1,000 $ 8.00 Canceled................................................ (604) $ 2.48 Exercised............................................... (1,985) $ 1.35 ------ OPTIONS OUTSTANDING AT DECEMBER 31, 1998.................. 15,574 $ 4.09 Granted at fair value................................... 3,120 $20.00 Canceled................................................ (2,165) $ 6.86 Exercised............................................... (573) $ 1.12 ------ OPTIONS OUTSTANDING AT DECEMBER 31, 1999.................. 15,956 $ 6.93 Granted at fair value................................... 4 $20.00 Canceled................................................ (779) $17.47 Exercised............................................... (1,153) $ 0.12 ------ OPTIONS OUTSTANDING AT JUNE 30, 2000...................... 14,028 $ 6.91 ======
The following table summarizes the status of stock options outstanding and exercisable at December 31, 1999:
OPTIONS OUTSTANDING -------------------------------- OPTIONS EXERCISABLE WEIGHTED ------------------- AVERAGE WEIGHTED WEIGHTED REMAINING AVERAGE AVERAGE RANGE OF SHARES CONTRACTUAL EXERCISE SHARES EXERCISE EXERCISE PRICES (000S) LIFE (YEARS) PRICE (000S) PRICE - --------------- ------ ------------ -------- ------- --------- $ 0.04 - $ 0.83 6,576 5.33 $ 0.53 6,270 $ 0.51 $ 1.67 3,667 7.04 $ 1.67 2,693 $ 1.67 $ 8.00 - $10.74 587 7.92 $ 9.57 527 $ 9.44 $15.00 1,419 8.36 $15.00 564 $15.00 $20.00 3,707 9.29 $20.00 373 $20.00 ------ ------- $ 0.04 - $20.00 15,956 7.01 $ 6.93 10,427 $ 2.74 ====== =======
At December 31, 1999, options for 4,896,449 shares of the Corporation's Class A common stock remained available for future grants. Effective January 1998, the Corporation granted options to purchase one million shares of the Corporation's Class A common stock to an executive of the Corporation at an exercise price of $8.00 per share, resulting in deferred compensation of approximately $7,000, to be recognized over a four-year F-108 262 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) vesting period. The options expire 10 years from the date of grant. Effective June 1999, the executive forfeited 750,000 unvested share options resulting in a reversal of the deferred compensation balance in the amount of $3,119 and previously recognized compensation expense of $920. During 1998, the Corporation entered into consulting agreements whereby options to purchase 131,250 shares of Class A common stock were modified and will vest subject to performance requirements. Accordingly, the Corporation recorded consulting expense of $1,717 and prepaid consulting of $678 related to the estimated fair value of the options at December 31, 1998. During 1999, an additional $725 was amortized to consulting expense, and $30 remained in prepaid consulting at December 31, 1999. During 1998, the Corporation granted options to various consultants to purchase approximately 525,000 shares of Class A common stock at exercise prices ranging from $15.00 to $20.00 per share. The options were valued at $2,640 at the dates of grant. During 1999, the Corporation granted options to various consultants to purchase approximately 320,000 shares of Class A common stock at an exercise price of $20.00 per share. The options were valued at $2,108 at dates of grant. Most of the options vest over four years. In some cases, vesting is contingent on future performance. All of the options expire ten years from the dates of grant unless sooner terminated in accordance with their terms. Of the share options granted, 500,000 in 1999 and 100,000 in 1998 were issued to an affiliated organization. During 1999 and 1998, $1,285 and $2,409 were expensed to consulting expense for these options. As of December 31, 1999 and 1998, $1,120 and $231, respectively, remained in prepaid consulting for these options. During 1999 and 1998, modifications were made to certain outstanding share options. As a result, the Corporation immediately recognized compensation expense of $2,976 and $1,200 in 1999 and 1998, respectively. Employment and Warrant Agreements In December 1996, the Corporation entered into an employment agreement with an executive (the Executive). As part of his compensation, the Executive was granted stock options to purchase three million shares of Class A common stock at an exercise price of $1.67. The Executive also received the right (the Right) to put the related shares to certain principal stockholders for $2.00 per share, thereby resulting in implicit compensation of approximately $1,000, which was to be amortized on a straight-line basis over the term of the Right. As such, $217 was charged to compensation expense for the year ended December 31, 1997. Effective December 31, 1997, the Right was amended to a $9.00 per-share put with respect to one-third of the Executive's original stock option grant and to provide a call of such one million shares at $10.00 per share. In February 1998, a third party assumed the rights and obligations of the principal stockholders under this agreement. As a result of this amendment, the Corporation recognized an additional $7,330 of compensation expense in 1998. The put was exercised in September 1999. 10. INCOME TAXES As of December 31, 1999, the Corporation had unused net operating loss carryforwards of approximately $92,300 and general business credits of approximately $2,000, which begin expiring in 2005. F-109 263 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) The net operating loss carryforwards primarily include the differences between income tax and financial reporting treatment of depreciation, start-up and research and development costs. Deferred income taxes reflect the net tax effects of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts for income tax purposes. Deferred income taxes are comprised of the following:
DECEMBER 31, --------------------- 1998 1999 -------- --------- Deferred tax assets: Net operating loss carryforwards.................... $ 24,582 $ 31,370 Deferred start-up costs............................. 19,723 36,501 Research and development credit carryforwards....... 1,557 2,007 Impairment Loss..................................... -- 95,939 Other............................................... 4,858 (5,131) Valuation allowance................................. (50,720) (160,686) -------- --------- Net deferred taxes.................................... $ -- $ -- ======== =========
Because the Corporation's utilization of these deferred tax assets is dependent on future profits, which are not assured, a valuation allowance equal to the net deferred tax assets has been provided. This valuation allowance is the primary difference between the statutory rate of 35% and the effective tax rate of zero recognized by the Corporation. 11. COMMITMENTS AND CONTINGENCIES Leases The Corporation leases its office space and certain equipment under noncancelable operating leases, which expire on various dates through 2008. The leases generally require that the Corporation pay certain maintenance, insurance and other operating expenses. Rent expense under operating leases for the years ended December 31, 1999 and 1998 and for the period from inception to December 31, 1999 was approximately $1,923, $1,467, and $5,146, respectively. At December 31, 1999, minimum future lease payments under non-cancelable operating leases with initial or remaining terms in excess of one year are as follows:
OPERATING LEASES --------- 2000............................................... $ 2,023 2001............................................... 1,991 2002............................................... 1,994 2003............................................... 1,922 2004............................................... 1,187 Thereafter......................................... 5,231 ------- Total minimum future lease payments................ $14,348 =======
F-110 264 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) Joint Development Agreement In conjunction with the July 15, 1998 Combination Agreement, the LLC entered into a Joint Development Agreement (JDA) with Motorola which governs the roles of the two parties prior to execution of certain other agreements. Pursuant to the JDA, the LLC paid Motorola $10,000 in July 1998. In November 1998, the JDA was extended and the LLC agreed to pay Motorola a maximum of $2,500 and $1,250 for services to be performed by Motorola under the JDA in January 1999 and February 1999, respectively. In February, March and April 1999, the JDA was further extended. In connection with these extensions, the LLC paid Motorola an additional $20,000 in April 1999. These payments were expensed as research and development costs. The JDA expired on April 30, 1999 pursuant to its terms. Teledesic System Agreement The LLC and Motorola entered into an Amended and Restated Teledesic System Agreement (TSA) on June 30, 1999. Under the TSA, Motorola as prime contractor will sell and deliver the work necessary to achieve full operational capability of the system for a fixed sum of $8,461,000, plus the greater of $300,000 or 2.45% of EBITDA for seven years after the system becomes operational, plus certain cost reimbursable amounts. The LLC will be responsible for subcontracts for launch services to deploy the satellites. Under the TSA, the LLC will also pay up to $800,000 for certain equipment as identified by Motorola. The LLC made the initial payment of $250,000 in July 1999. Subsequent payments are scheduled to commence in 2000 in accordance with milestones established in the TSA as amended only if the LLC does not exercise its right to terminate the TSA for convenience. In management's opinion, it is probable that the LLC will exercise its right to terminate the agreement. Launch Services Agreement In April 1999, the LLC entered into a launch services agreement for six launches for a fixed price of $552,000. A launch deposit of $11,046 was made in 1999. 12. CORPORATE REORGANIZATION AND RESTRUCTURING Effective April 15, 2000, the staffing of the company was reorganized. As a result, approximately one-fourth of the staff were terminated. The estimated cost of the reorganization was recognized in April 2000. The cash cost of the reorganization includes severance, accrued bonuses, and out-placement counseling for the former employees and totals approximately $2,800 and was principally paid in the second quarter of 2000. In addition, the vesting of their stock options was accelerated and the time to exercise those options was extended. In connection with these modifications, the Corporation booked non-cash compensation expense of $1,600. In May 2000, the Board of Directors of the Corporation approved a plan to merge the Corporation with a wholly owned subsidiary of ICO-Teledesic Global Limited, formerly New Satco Holdings, Inc. ("ITGL"). The agreement was subsequently amended such that the Corporation will merge with a wholly owned subsidiary of New ICO Global communications (Holdings) Limited ("New ICO"). Pursuant to the plan of merger, the outstanding securities of the Corporation will be converted into rights to receive shares of Class A common stock of New ICO at the rate of 0.80025 shares of New ICO's Class A F-111 265 TELEDESIC CORPORATION (A DEVELOPMENT STAGE CORPORATION) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1999 AND JUNE 30, 2000 (AMOUNTS AND DISCLOSURES AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 ARE UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS) common stock for each share of the Corporation's stock regardless of class ("the Exchange Ratio"). In addition, all options and warrants to purchase shares of the Corporation's stock outstanding immediately prior to the effective date of the merger will be assumed by New ICO and converted into an option or warrant to purchase that number of New ICO's Class A common stock determined by multiplying the number of shares of the Corporation's stock subject to such option or warrant by the exchange ratio; the exercise price of the converted options will be adjusted by dividing the original exercise price by the exchange ratio. Consequently, the aggregate exercise price of each option or warrant remains the same. As a result of the merger, the Corporation will become a wholly owned subsidiary of New ICO. Consummation of the merger is subject to certain closing conditions and government approvals. As of June 30, 2000, amounts paid to an investment banker related to the proposed merger of $2,000 have been expensed to Corporate Reorganization. 13. NOTE RECEIVABLE FROM ICO-TELEDESIC GLOBAL LIMITED On May 12, 2000, the LLC loaned $200,000 to ITGL. The loan bears interest at LIBOR plus 4.5% for the first six months and LIBOR plus 6% thereafter. The loan matures on August 1, 2001. If ITGL or one of its subsidiaries merges with the LLC by the maturity date, the loan and any unpaid accrued interest will be repaid in cash on the maturity date. If the companies do not merge, the LLC has the option to receive either Class A common stock of ITGL or quarterly cash payments by August 1, 2001 over ten years commencing January 1, 2002. F-112 266 APPENDIX A AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of August 11, 2000 between ICO-Teledesic Global Limited, a Delaware corporation ("ITGL") and New ICO Global Communications (Holdings) Limited, a Delaware corporation (the "Company"). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed in Section 8.3. RECITALS A. ITGL and Teledesic Corporation ("Teledesic") have entered into a definitive merger agreement pursuant to which Teledesic will become a wholly-owned subsidiary of ITGL (the "Teledesic Merger"). The respective Boards of Directors of ITGL and the Company have determined that a business combination between ITGL and the Company, to be consummated concurrently with and effective immediately prior to the consummation of the Teledesic Merger, on the terms described herein is in the best interests of their respective companies and stockholders and presents an opportunity to achieve long-term strategic and financial benefits. Accordingly, the respective Boards of Directors of ITGL and the Company have approved this Agreement and deem it advisable and in the best interests of their respective stockholders to consummate the merger of ITGL with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of ITGL's stock, consisting of Class A Common Stock ("ITGL Class A Common Stock"), par value $0.0001, Class B Common Stock ("ITGL Class B Common Stock"), par value $0.0001 (collectively the "ITGL Common Stock"), Series A 5% Cumulative Redeemable Preferred Stock ("ITGL Series A Preferred Stock"), par value $0.0001, and Series B 5% Cumulative Redeemable Preferred Stock ("ITGL Series B Preferred Stock"), par value $0.0001 (collectively the "ITGL Preferred Stock") (the ITGL Common Stock and ITGL Preferred Stock collectively referred to as the "ITGL Capital Stock") will be converted into the right to receive shares of Class A Common Stock of the Company ("Company Class A Common Stock"), par value $.01, Class B Common Stock of the Company ("Company Class B Common Stock"), par value $.01, Series A Preferred Stock of the Company ("Company Series A Preferred Stock"), par value $.01 or Series B Preferred Stock of the Company ("Company Series B Preferred Stock"), par value $.01 respectively (collectively the "Company Capital Stock") (the Company Series A Preferred Stock and the Company Series B Preferred Stock will collectively be referred to as the "Company Preferred Stock"). The Merger will result in the Company's assumption, by operation of law, of ITGL's rights and obligations pursuant to the Teledesic Merger Agreement. B. ITGL and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and to prescribe various conditions to the Merger. C. For federal income tax purposes, it is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder, and that this Agreement constitute a plan of reorganization. NOW, THEREFORE, the parties agree as follows: ARTICLE I. THE MERGER SECTION 1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), ITGL shall be merged with and into the Company at the Effective Time (as defined in Section 1.3). Following the Effective Time, the Company shall be the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of ITGL in accordance with the DGCL. A-1 267 SECTION 1.2 Closing. The closing of the Merger (the "Closing") will take place on a date and time to be specified by the parties (the "Closing Date"), which shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is agreed to by the parties hereto. The Closing will be held at the offices of Davis Wright Tremaine, LLP, 2600 Century Square, 1501 Fourth Avenue, Seattle, Washington, or at such other location as may be agreed to by the parties. SECTION 1.3 Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective at 6:01 p.m. EST on such date as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as ITGL and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective is hereinafter referred to as the "Effective Time"). SECTION 1.4 Effects of the Merger. The Merger shall have the effects set forth in Section 259 of the DGCL. SECTION 1.5 Certificate of Incorporation and Bylaws. (a) The Certificate of Incorporation and Certificate of Designation attached hereto as Exhibits C and D shall be the Certificate of Incorporation and Certificate of Designation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The Bylaws attached hereto as Exhibit E shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. SECTION 1.6 Board of Directors of the Surviving Corporation. The directors of ITGL immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. ARTICLE II. EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES SECTION 2.1 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any stockholder of the Company: (a) Conversion of Shares. Subject to Section 2.2(d), except for shares of ITGL Capital Stock for which dissenters' rights are perfected or as provided in Section 2.3, each issued and outstanding share of ITGL Capital Stock shall be converted into the right to receive from the Company 0.97 shares (the "Exchange Ratio") of Company Capital Stock as follows: (i) Shares of ITGL Class A Common Stock shall be converted into the right to receive from the Company shares of Company Class A Common Stock; (ii) Shares of ITGL Class B Stock shall be converted into the right to receive from the Company shares of Company Class B Common Stock; (iii) Shares of ITGL Series A Preferred Stock shall be converted into the right to receive from the Company shares of Company Series A Preferred Stock; and (iv) Shares of ITGL Series B Preferred Stock shall be converted into the right to receive from the Company shares of Company Series B Preferred Stock. A-2 268 The shares of Company Capital Stock so issued shall be referred to herein as the "Merger Consideration." The number of shares of Company Capital Stock to be issued to each shareholder of ITGL under this Section 2.1 shall be calculated by aggregating all shares of each class of ITGL Capital Stock held by each such shareholder, so that such number of shares of the corresponding class of Company Capital Stock to be issued shall be equal to the number of shares of such class of ITGL Capital Stock held by such shareholder multiplied by the Exchange Ratio, with fractional shares of Company Capital Stock being rounded to the nearest whole number, with 0.5 being rounded up. No fractional shares shall be issued as part of the Merger Consideration. As of and following the Effective Time, no shares of ITGL Capital Stock shall be outstanding and all shares of ITGL Capital Stock shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 2.2. The parties anticipate that in connection with the closing of the Teledesic Merger, and based on the Exchange Ratio and the exchange ratio identified in the Teledesic Merger Agreement, and subject to any adjustment contained herein or therein, each share of Teledesic Capital Stock shall be converted into the right to receive 0.80025 shares of Company Class A Common Stock, subject to the provisions contained in the Teledesic Merger Agreement. (b) Cancellation of ITGL-Owned Stock. Any and all shares of Company Capital Stock that are directly owned by ITGL shall automatically be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) New ICO Stock. Except as set forth in Section 2.1(b) above, all shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding as shares of capital stock of the Surviving Corporation as of and immediately following the Effective Time. (d) Options and Warrants. At the Effective Time, the Company shall assume the ITGL Stock Plans, and all stock options and all warrants to purchase ITGL Capital Stock, including but not limited to all ITGL Employee Options (all such options and warrants collectively referred to as the "ITGL Options") that are then outstanding shall be converted based on the Exchange Ratio into stock options and warrants, respectively, to purchase shares of the corresponding class of Company Capital Stock, and the obligations of ITGL with respect thereto shall be assumed by the Company in accordance with Section 5.3. (e) Anti-Dilution Provisions. In the event ITGL or the Company changes (or establishes a record date for changing) the number of shares of ITGL Capital Stock or Company Capital Stock, as applicable, issued and outstanding prior to the Effective Date as a result of a stock split, reverse stock split, stock dividend, recapitalization or other similar event ("Recapitalization Event") and the record date therefor shall be prior to the Effective Date, the Exchange Ratio shall be proportionately adjusted to reflect such Recapitalization Event. SECTION 2.2 Exchange of Certificates. (a) Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Company shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of ITGL Capital Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Company and shall be in such form and have such other provisions as the Company may reasonably specify), in a form reasonably acceptable to the parties, and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Merger Consideration. Upon surrender of a Certificate to the Company, duly endorsed for transfer or cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Company, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Company Capital Stock that such holder has the right to receive pursuant to the provisions of this Article II and certain dividends and A-3 269 other distributions in accordance with Section 2.2(b) and the Certificate so surrendered shall then immediately be canceled. In the event of a transfer of ownership of ITGL Capital Stock that is not registered in the transfer records of ITGL, a certificate representing the proper number of shares of Company Capital Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate has been properly endorsed and otherwise is in proper form for transfer, and if the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Company Capital Stock to a Person other than the registered holder of such Certificate (or shall establish to the satisfaction of the Company that such tax has been paid or is not applicable). Until surrender as contemplated by this Section 2.2(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. A lost stock certificate affidavit, together with either an insurance bond or indemnification agreement running to the benefit of the Company as determined by the Company in its sole discretion, may be submitted in lieu of a Certificate. (b) Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Company Capital Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Company Capital Stock represented thereby, until the holder of record of such Certificate shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Company Capital Stock issued in exchange therefor, without interest: (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Capital Stock; and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Company Capital Stock. (c) No Further Ownership Rights in ITGL Capital Stock. All shares of Company Capital Stock issued upon the exchange of Certificates in accordance with the terms of this Article II (including any cash paid pursuant to this Article II) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of ITGL Capital Stock previously represented by such Certificates, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of ITGL Capital Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law. (d) Termination. Any holders of the Certificates who have not complied with this Article II shall thereafter look only to the Company for payment of their claims for Merger Consideration and any dividends or distributions with respect to Company Capital Stock. (e) No Liability. Neither of ITGL nor the Company shall be liable to any Person in respect of any shares of Company Capital Stock, any dividends or distributions with respect thereto, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration, any dividends or distributions payable to the holder of such Certificate or any cash payable to the holder of such Certificate pursuant to this Article II, would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration, dividends or distributions in respect of such Certificate or such cash shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (f) Share Transfer Books. The share transfer books of ITGL shall be closed as of the Closing Date. After the Closing Date, there shall be no further registration of transfers on the share transfer books of the A-4 270 Surviving Corporation of shares of the ITGL Capital Stock which were outstanding immediately prior to the Merger. SECTION 2.3 Dissenting Shares. (a) Notwithstanding any provision of this Agreement the contrary, those shares of ITGL Capital Stock in which appraisal rights are perfected pursuant to the DGCL ("Dissenting Shares") shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.1, but the holder thereof shall be entitled to only such rights as are granted by the DGCL. (b) Notwithstanding the provisions of Section 2.3(a) above, if any shareholder who demands appraisal rights of such shareholder's shares of ITGL Capital Stock under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) his or her right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Shareholder's shares of ITGL Capital Stock shall automatically be converted into and represent only the right to receive Merger Consideration as provided in Section 2.1 hereof. (c) Each of ITGL and the Company shall give the other party prompt notice of any written demands for appraisal or payment of the fair value of any shares of ITGL Capital Stock or Company Capital Stock, withdrawals of such demands, and any other instruments served on ITGL or the Company pursuant to the DGCL. Except with the prior written consent of the other party, neither ITGL nor the Company shall voluntarily make any payment with respect to any demands for appraisal, settle or offer to settle any such demands. ARTICLE III. REPRESENTATIONS AND WARRANTIES SECTION 3.1 Representations and Warranties of the Company. Except as set forth on the disclosure schedule delivered by the Company to ITGL prior to the execution of this Agreement (the "Company Disclosure Schedule") and making reference to the particular subsection of this Agreement requiring such disclosure or to which exception is being taken, the Company represents and warrants to ITGL that the following statements are true and correct as of the date of this Agreement; provided, however, that notwithstanding anything to the contrary contained herein, no fact, event, circumstance or condition actually known to Craig O. McCaw, Dennis M. Weibling, W. Russell Daggatt, or Gardner Grant (which would otherwise constitute a breach of any of the representations or warranties contained in this Section 3.1) shall not give rise to or constitute a breach of this Section 3.1: (a) Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which it currently conducts its business, except for those jurisdictions in which the failure to be so qualified or in good standing would not have a Material Adverse Effect on the Company. The Company has delivered to ITGL prior to the execution of this Agreement complete and correct copies of its Certificate of Incorporation and Bylaws, as currently in effect. (b) Subsidiaries. Section 3.1(b) of the Company Disclosure Schedule sets forth the name, form of entity, and jurisdiction of formation of each of the Company's Subsidiaries. To the best of the Company's Knowledge: (i) each of the Company's Subsidiaries is duly organized and validly existing in the jurisdiction of its formation, (ii) each material Subsidiary of the Company has all requisite power and authority to own or lease and operate its assets and carry on its business as presently conducted or proposed to be conducted, (iii) each Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which it currently conducts its business, except for those jurisdictions in which the failure to be so qualified or in good standing would not have a Material A-5 271 Adverse Effect, and (iv) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been validly issued and are fully paid and nonassessable and, other than as shown in Section 3.1(b) of the Company Disclosure Schedule, are owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests. Except for the capital stock or other ownership interests of its Subsidiaries, the Company does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. (c) Capital Structure. (i) The authorized capital stock of the Company consists of 670,000,000 shares of capital stock consisting of: (A) 600,000,000 shares of Company Class A Common Stock, par value $.01, of which 160,000,222 shares are issued and outstanding; and (B) 60,000,000 shares of Company Class B Common Stock, par value $.01, of which 31,003,382 shares are issued and outstanding. (C) 10,000,000 shares of preferred stock, par value $.01, of which no shares are issued and outstanding. (ii) There were issued and outstanding: (A) warrants to purchase 50,000,004 shares of Company Class A Common Stock; (B) no Company Employee Options and (C) Company Options (other than Company Employee Options) to purchase 56,000,000 shares of Company Class A Common Stock (of which options to purchase 16,000,000 shares of Company Class A Common Stock are currently exercisable). All outstanding shares of the Company Capital Stock, and all shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights. (iii) Except as provided above in this Section 3.1(c) or the Company's Disclosure Schedule, there are (A) no other shares of capital stock, Company Options or other voting securities of the Company issued, reserved for issuance or outstanding, (B) no rights to receive shares of Company Capital Stock on a deferred basis granted under the Company Stock Plans or otherwise; (C) no stock appreciation rights; (D) no securities of the Company (or any of its Subsidiaries) convertible into or exchangeable or exercisable for shares of capital stock, ownership interests, or voting securities of the Company (or its Subsidiaries); (E) no warrants, calls, options or other rights to acquire from the Company (or its Subsidiaries), and no obligation of the Company or any Subsidiary to issue, capital stock, voting securities or other ownership interests in or any securities convertible into or exchangeable for capital stock or voting securities of the Company or any Subsidiary of the Company. (iv) The Company has delivered to ITGL a complete and correct list of the exercise price for each Company Option outstanding as of the date of this Agreement. (v) No bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote, are issued or outstanding. (vi) There are no outstanding obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any outstanding securities of the Company or its Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company is not a party to any voting agreement with respect to the voting of its securities, those of any Subsidiary of the Company, or any securities of any other Person. A-6 272 (d) Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of Company Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under: (i) the Certificate of Incorporation or Bylaws of the Company or the comparable organizational documents of any of its Subsidiaries; (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other Company Material Contract, permit, concession, franchise, license or similar authorization applicable to the Company or any of its Subsidiaries or their respective properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate are not reasonably likely to (x) have a Material Adverse Effect on the Company; (y) impair the Company's ability to perform its obligations under this Agreement; or (z) prevent or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any court, administrative, regulatory or other governmental agency, commission, authority or instrumentality, foreign or domestic, or any non-governmental self-regulatory agency, commission or authority, foreign or domestic (each a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and any applicable filings and approvals under similar foreign antitrust laws and regulations; (2) filings with the National Aeronautics and Space Administration and International Telecommunications Union as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws and federal securities laws; (4) filings with and approvals of any federal or state regulatory agency as required under the Communications Act, or similar state act, and any rules, regulations, practices and policies promulgated thereunder, and (5) such other consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate is not reasonably likely to (x) have a Material Adverse Effect on the Company and its Subsidiaries; (y) impair the Company's ability to perform its obligations hereunder; or (z) prevent or delay the consummation of any of the transactions contemplated by this Agreement. (e) Absence of Undisclosed Liabilities. The unaudited financial statements of the Company and its Subsidiaries as of and for the period ended June 30, 2000 have been delivered to ITGL, and all such financial statements (i) comply as to form, as of their respective dates, in all material respects with applicable accounting requirements of the Financial Accounting Standards Board with respect A-7 273 thereto; (ii) have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as to the absence of footnotes and except for normal and non-material year-end adjustments and other non-material adjustments permitted thereby) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); and (iii) fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of their respective operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). There are no liabilities or obligations of the Company or any of its Subsidiaries, of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could or reasonably expected to result in such liability or obligation other than: (x) liabilities or obligations disclosed and provided for in the consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2000 (the "Company Balance Sheet") and the notes thereto; (y) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the date of the Company Balance Sheet; and (z) liabilities or obligations that, individually or in the aggregate, have not and would not be reasonably expected to have a Material Adverse Effect on the Company. (f) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement and except as disclosed in the Company Disclosure Schedule, since the date of the Company Balance Sheet, the Company and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not been (1) any Material Adverse Change in the Company; (2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's Capital Stock; (3) any split, combination or reclassification of any of the Company's Capital Stock, or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's Capital Stock; (4)(A) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business or as required under any employment agreements in effect as of the date of the most recent audited financial statements; (B) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements; (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or employee; or (D) any amendment to, or modification of, any Company Options; (5) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the Company; (6) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company materially affecting its reported financial condition or results of operation; or (7) any tax election that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the tax liability or tax attributes of the Company or any of its Subsidiaries or any settlement or compromise of any material tax liability. (g) Litigation. There is no suit, action or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on the Company nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries having, or that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company. (h) Compliance with Applicable Laws. The Company Disclosure Schedule sets forth all material permits, licenses, variances, exemptions, orders, registrations, consents, franchises and A-8 274 approvals of all Governmental entities which are currently held by or have been applied for by the Company (collectively, the "Company Permits") which constitutes all of the permits, licenses, variances, exemptions, orders, registrations, consents, franchises and approvals of all Governmental Entities which are required for the operation of the businesses of the Company and its Subsidiaries, as presently conducted except for those which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company is not aware of any facts or circumstances currently existing which are likely to preclude the Company from securing any permits, licenses, variances, exemptions, orders, registrations, consents, franchises and approvals of any Governmental Entity which are required for the operation of the businesses of the Company and its Subsidiaries as planned to be conducted, including without limitation all regulatory licenses necessary to operate a constellation of medium-Earth-orbit satellites and a global ground telecommunications network for the purpose of providing fixed and mobile satellite service (collectively, the "Future Permits"), except where the failure to have any such Future Permits, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are in compliance with the terms of the Company Permits and all applicable statutes, laws, ordinances, rules and regulations of all applicable Governmental Entities, including but not limited to compliance with all foreign laws relating to securities and investments, and all other similar laws, rules and regulations, except where the failure so to comply individually or in the aggregate is not reasonably likely to have a Material Adverse Effect on the Company. Provided that the governmental approvals identified on the Company Disclosure Schedule and in Section 3.1(d) are obtained, the Merger, in and of itself, would not cause the revocation or cancellation of any Company Permits, or preclude or inhibit the ability to renew any Company Permit or secure any Future Permits. No action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any Person, in each case with respect to the Company or any of its Subsidiaries or any of their respective properties, is pending or, to the Knowledge of the Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate are not reasonably likely (i) to have a Material Adverse Effect on the Company; or (ii) to impair the ability of the Company to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (i) Contracts. Neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any loan or credit agreement, bond, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit or license to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate will not have a Material Adverse Effect on the Company. Section 3.1(i) of the Company Disclosure Schedule contains a complete list of each contract, agreement, obligation, commitment, arrangement or understanding, or any contract, agreement, obligation, commitment, arrangement or understanding of the Company or its Subsidiaries, involving actual or potential obligations or commitments whether liquidated or contingent, of US$1,000,000 or more that is currently in effect ("Company Material Contracts"). Each of the Material Contracts is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition agreement or any other similar agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, any portion of the business of the Company and its Subsidiaries, taken as a whole, is or may be conducted. To the Company's Knowledge, no party having a contractual relationship with the Company is in breach of, nor has any event or condition of default occurred, with respect to any agreement or arrangement necessary to the conduct of the Company's business as conducted and as proposed to be conducted, except for breaches, events or conditions which, individually or in the aggregate, will not have a Material Adverse Effect on the Company. (j) Employee Benefit Plans. Except as disclosed in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has established an "employee benefit plan" as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. A-9 275 (k) Taxes. (i) The Company, and, to the Company's Knowledge, each of its Subsidiaries, and each Company Consolidated Group has filed all material Returns required to be filed by it, or requests for extensions to file have been granted and have not expired, and all such Returns are complete and correct in all material respects. The Company, and, to the Knowledge of the Company, each Company Consolidated Group and each Company Subsidiary, has paid or caused to be paid (or the Company has paid on its behalf) all Taxes shown as due on such Returns or on subsequent assessments with respect thereto, and no other material Taxes are payable by the Company, or, to the Knowledge of the Company, its Subsidiaries or any Company Consolidated Group with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns) for which the applicable statute of limitations has not expired, except for Taxes for which an adequate reserve has been established therefor. Each of the Company, and, to the Knowledge of the Company, its Subsidiaries, and each Company Consolidated Group has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party, except for any failure that would not reasonably be expected to have a Material Adverse Effect on the Company. There are no Liens on any of the assets of the Company or, to the Company's Knowledge, its Subsidiaries, with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that the Company, or, to the Company's Knowledge, its Subsidiaries or any Company Consolidated Group is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established. (ii) No material Returns of the Company, or, to the Knowledge of the Company, no material Returns of the Company's Subsidiaries and each Company Consolidated Group are under audit by a government or taxing authority. No deficiencies for any Taxes have been proposed, asserted or assessed, in each case in writing, against the Company or to the Company's Knowledge, any Company Consolidated Group or, the Company's Subsidiaries that are not adequately reserved for, except for deficiencies that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on the Company. No waiver or extension of any statute of limitations is in effect with respect to material Taxes or Returns of the Company, or, to the Company's Knowledge, its Subsidiaries or any Company Consolidated Group. (iii) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has taken or agreed to take any action or has Knowledge of any fact, agreement or plan that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (iv) To the Company's Knowledge, neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement; or (y) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (l) Voting Requirements. The affirmative vote or consent of the holders of a majority of the voting power of all outstanding shares of the Company Capital Stock, voting as a single class, (the "Company Stockholder Approval") are the only votes or approvals of the holders of any class or series of the Company's Capital Stock necessary to approve and adopt this Agreement and the transactions contemplated hereby. (m) State Takeover Statutes. The board of directors of the Company (including the disinterested directors thereof) has unanimously (i) declared this Agreement to be advisable as contemplated under Section 251 of the DGCL and (ii) approved the terms of this Agreement and the A-10 276 consummation of the Merger and the other transactions contemplated by this Agreement. The Company has caused Section 203 of the DGCL not to be applicable to the Company by opting out of the provisions thereof in its Certificate of Incorporation in accordance with the provisions of the DGCL. To the Knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby. (n) Brokers; Professional Fees. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. (o) Labor and Employment Matters. (1) There are no controversies pending or, to the Knowledge of the Company, threatened, between the Company or any of its Subsidiaries and any of their respective employees; (2) neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or any of its Subsidiaries, nor, to the Knowledge of the Company, have any activities or proceedings of any labor union or group of employees to organize any such employees; (3) neither the Company nor any of its Subsidiaries has breached or failed to comply with any provision of any collective bargaining agreement or other labor union contract, and there are no grievances outstanding against the Company or any of its Subsidiaries under such agreement or contract; (4) there are no unfair labor practice complaints pending against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar foreign Governmental Entity, and to the Knowledge of the Company, there are no current union representation questions involving the employees of the Company or any of its Subsidiaries; (5) there currently exists no work slowdown, work stoppage or lockout, nor to the Knowledge of the Company is any such matter threatened, by or with respect to the employees of the Company or its Subsidiaries; and (6) there are no contracts or agreements of the Company which provide for or guaranty any employee of the Company a specific term of employment. (p) Real Property and Assets. The Company and its Subsidiaries have all necessary right, title and interest in and to all of their real and personal property, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $1,000,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property. All real property owned or leased by the Company is owned or leased free and clear of all Liens, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $1,000,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property, and no such property is subject to any governmental decree or order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Knowledge of the Company is any such proceeding threatened. (q) Foreign Corrupt Practices Act. To the best of the Company's Knowledge, neither the Company nor any of its Subsidiaries has taken any action that may constitute a violation of the Foreign Corrupt Practices Act of the United States of America (15 U.S.C. Section 78dd) and any successor legislation or statute thereto ("Foreign Corrupt Practices Act"). To the best of the Company's Knowledge, neither the Company, any its Subsidiaries, nor any of their respective officers, directors, employees, managers, shareholders, members, agents or representatives has offered, given, paid, authorized the payment of, or promised, directly or indirectly, any money, gift, promise or other thing of value to a Foreign Official (or to any other Person while knowing it will be offered, given or promised to a Foreign Official) for any unlawful or improper purpose including, by way of example but not limitation, influencing any act or decision of any such Person acting in his or her official capacity or inducing the Person to do or omit to do any action in violation of his or her lawful duty, or inducing such Person to use his or her influence with any government to affect or influence any act or decision of such government or instrumentality, in order to assist the Company to obtain or retain business for or with, or in directing business to, any Person. For the purposes of this Agreement, a A-11 277 "Foreign Official" shall be any officer or employee of any Governmental Entity, a member or official of a foreign political party or a candidate for political office in a foreign country. (r) Information Supplied by Company. The information to be supplied by the Company relating to the Company and its Subsidiaries and relating to ICO Global Communications (Holdings) Limited ("Old ICO") to be contained in (a) the registration statement ("Registration Statement") to be prepared and filed with the SEC by ITGL as described in Section 5.9, (b) any statement or filing required to be submitted by ITGL or the Company to any state or federal regulatory agency, and (c) the proxy statement to be distributed in connection with the meeting of the Company's stockholders (the "Company Stockholders' Meeting") to vote on this Agreement and the Merger (the "Proxy Statement") (which Proxy Statement may be included as part of the Registration Statement) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (s) Fairness Opinion. The Independent Advisory Committee of the Company's board of directors has received a written opinion from its financial advisor, Jefferies & Company, Inc., dated as of the date hereof, to the effect that the Exchange Ratio is fair to the Company from a financial point of view and such opinion has been delivered to ITGL. (t) New Subsidiary. As of the Closing, Company Merger Sub will be a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Company Merger Sub shall have been formed for the sole purpose of engaging in the transactions contemplated by this Agreement. As of the Effective Time, Company Merger Sub will not have engaged in any other business. As of the Closing, the Company will be the record and beneficial owner of 100% of the issued and outstanding capital stock of Company Merger Sub. SECTION 3.2 Representations and Warranties of ITGL. Except as set forth on the disclosure schedule delivered by ITGL to the Company prior to the execution of this Agreement (the "ITGL Disclosure Schedule") and making reference to the particular subsection of this Agreement requiring such disclosure or to which exception is being taken, ITGL represents and warrants to the Company that the following statements are true and correct as of the date of this Agreement: (a) Organization, Standing and Corporate Power. Each of ITGL and Teledesic is a corporation, duly organized, validly existing and in good standing under the laws of the state of Delaware, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of ITGL, and to ITGL's Knowledge, Teledesic is duly qualified or licensed to do business and is in good standing, as applicable, in each jurisdiction in which it currently conducts its business, except for those jurisdictions in which the failure to be so qualified or in good standing would not have a Material Adverse Effect on ITGL or Teledesic, as applicable. ITGL has delivered to the Company prior to the execution of this Agreement complete and correct copies of its Certificate of Incorporation and Bylaws, as currently in effect. (b) Subsidiaries. Section 3.2(b) of the ITGL Disclosure Schedule sets forth the name, form of entity, and jurisdiction of incorporation of each of ITGL's and Teledesic's Subsidiaries. To the best of ITGL's Knowledge: (i) each of ITGL's and Teledesic's Subsidiaries are duly organized and validly existing in the jurisdiction of its formation, (ii) each material Subsidiary of ITGL and Teledesic have all requisite power and authority to own or lease and operate its assets and carry on its business as presently conducted or proposed to be conducted, (iii) each Subsidiary of ITGL and Teledesic is duly qualified to do business and is in good standing in each jurisdiction in which it currently conducts its business, except for those jurisdictions in which the failure to be so qualified or in good standing would not have a Material Adverse Effect, and (iv) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of ITGL and Teledesic have been validly issued and are fully paid and nonassessable and, other than as shown in Section 3.2(b) of the ITGL Disclosure Schedule, are owned directly or indirectly by ITGL or Teledesic, as applicable, free and clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or A-12 278 other ownership interests. Except for the capital stock or other ownership interests of its Subsidiaries, the capital stock of Nextel Communications, Inc. and the capital stock of the Company held by ITGL, ITGL does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. (c) Capital Structure. (i) The authorized capital stock of ITGL consists of 1,125,000,000 shares of capital stock consisting of: (A) 900,000,000 shares of ITGL Class A Common Stock, par value $.0001 per share, of which 26,796,078 shares are issued and outstanding; (B) 150,000,000 shares of ITGL Class B Common Stock, par value $.0001 per share, of which 60,000,000 shares are issued and outstanding; and (C) 75,000,000 shares of ITGL Preferred Stock, par value $.0001 per share, with 12,000,000 shares designated as Series A Preferred Stock and 20,000,000 shares designated as Series B Preferred Stock, of which no shares are issued and outstanding. (ii) To ITGL's Knowledge, the authorized capital stock of Teledesic consists of 1,122,165,275 shares of capital stock ("Teledesic Capital Stock") consisting of: (A) 1,000,000,000 shares of Teledesic Class A common stock, par value $.001 ("Teledesic Class A Stock"), of which 7,480,671 shares are issued and outstanding; and (B) 75,675,275 shares of Teledesic Class B common stock, par value $.001 ("Teledesic Class B Stock"), of which 75,625,275 shares are issued and outstanding; and (C) 41,490,000 shares of Teledesic Class C common stock, par value $.001 ("Teledesic Class C Stock"), of which 50,000 shares are issued and outstanding; and (D) 5,000,000 shares of Teledesic preferred stock, par value $.001, of which none are issued and outstanding. (iii) Except as provided in this Section 3.2(c) or in the ITGL Disclosure Schedule, there are no other options, warrants, calls, rights or agreements obligating ITGL to issue, deliver, sell, or cause to be issued, delivered or sold, any shares of ITGL Class A Common Stock, ITGL Class B Common Stock or ITGL Preferred Stock or obligating ITGL to grant, extend or enter into any such options, warrants, calls, rights or agreements. Except as provided in the ITGL Disclosure Schedule, all outstanding shares of capital stock of ITGL are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. To the Knowledge of ITGL, there are issued and outstanding: (A) warrants or options to purchase 1,500,000 shares of Teledesic Class A Stock, warrants to purchase 3,500,000 shares of Teledesic Class C Stock, and options to purchase 10,000,000 shares of Teledesic Class C Stock (the "Teledesic Options"); (B) 13,986,285 options granted to employees of Teledesic to purchase shares of Teledesic Class A Stock pursuant to any plans and arrangements providing for the grant of options or warrants for the purchase of shares of Teledesic Capital Stock ("Teledesic Stock Plans") (of which options to purchase 10,967,650 shares of Teledesic Class A Stock were exercisable). To the Knowledge of ITGL, all outstanding shares of the Teledesic Capital Stock, and all shares that may be issued pursuant to any Teledesic Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of Teledesic is entitled to preemptive rights. (iv) Except as provided above in this Section 3.2(c) or in the ITGL Disclosure Schedule, there are (A) no other shares of capital stock, ITGL Options or other voting securities of ITGL issued, reserved for issuance or outstanding, (B) no rights to receive shares of ITGL Capital Stock on a deferred basis granted under ITGL Stock Plans or otherwise; (C) no stock A-13 279 appreciation rights; (D) no securities of ITGL (or any of its Subsidiaries) convertible into or exchangeable or exercisable for shares of capital stock, ownership interests, or voting securities of ITGL (or its Subsidiaries); (E) no warrants, calls, options or other rights to acquire from ITGL (or its Subsidiaries), and no obligation of ITGL or any Subsidiary to issue, capital stock, voting securities or other ownership interests in or any securities convertible into or exchangeable for capital stock or voting securities of ITGL or any Subsidiary of ITGL. Except as provided above in this Section 3.2(c), there are, to ITGL's Knowledge, (A) no other shares of Teledesic Capital Stock, Teledesic Options or other voting securities of Teledesic issued, reserved for issuance or outstanding, (B) no rights to receive shares of Teledesic Capital Stock on a deferred basis granted under the Teledesic Stock Plans or otherwise; (C) no stock appreciation rights; (D) no securities of Teledesic convertible into or exchangeable or exercisable for shares of Teledesic Capital Stock or voting securities of Teledesic; (E) no warrants, calls, options or other rights to acquire from Teledesic, and no obligation of Teledesic to issue, capital stock, voting securities or ownership interests in or any securities convertible into or exchangeable for Teledesic Capital Stock. (v) ITGL has delivered to the Company a complete and correct list of the exercise price for each ITGL Option and, to ITGL's Knowledge, a complete and correct list of the exercise price for each Teledesic Option, each outstanding as of the date of this Agreement. (vi) No bonds, debentures, notes or other indebtedness of ITGL, any of ITGL's Subsidiaries and, to ITGL's Knowledge, Teledesic having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of ITGL, any of ITGL's Subsidiaries or Teledesic may vote, are issued or outstanding. (vii) There are no outstanding obligations of ITGL, any Subsidiary of ITGL, or to ITGL's Knowledge, Teledesic to repurchase, redeem or otherwise acquire any outstanding securities of ITGL, its Subsidiaries or Teledesic, respectively, or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Neither ITGL, or, to ITGL's Knowledge, Teledesic is a party to any voting agreement with respect to the voting of its securities, those of any Subsidiary of ITGL, or any securities of any other Person. (d) Authority; Noncontravention. ITGL has all requisite corporate power and authority to enter into this Agreement and subject to receipt of ITGL Stockholder Approval (as defined in Section 3.2(g)) to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by ITGL and the consummation by ITGL of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of ITGL, subject to the ITGL Stockholder Approval. This Agreement has been duly executed and delivered by ITGL and, assuming the due authorization, execution and delivery by each of the parties hereto, constitutes a legal, valid and binding obligation of ITGL, enforceable against ITGL in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of ITGL or any of ITGL's Subsidiaries under: (i) the Certificate of Incorporation or Bylaws of ITGL or the comparable organizational documents of any of ITGL's Subsidiaries; (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other ITGL Material Contract, permit, concession, franchise, license or similar authorization applicable to ITGL or any of ITGL's Subsidiaries or their respective properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to ITGL or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate are not reasonably likely to (x) have a Material Adverse Effect on ITGL, (y) impair the A-14 280 ability of ITGL to perform its obligations under this Agreement, or (z) prevent or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to ITGL or any of ITGL's Subsidiaries in connection with the execution and delivery of this Agreement by ITGL or the consummation by ITGL of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by ITGL under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations; (2) filings with the National Aeronautics and Space Administration and International Telecommunications Union as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which ITGL is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws and federal securities laws; (4) filings with and approvals of any federal or state regulatory agency as required under the Communications Act, or similar state act, and any rules, regulations, practices and policies promulgated thereunder; and (5) such other consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate is not reasonably likely to (x) have a Material Adverse Effect on ITGL and its Subsidiaries; (y) impair ITGL's ability to perform its obligations hereunder; or (z) prevent or delay the consummation of any of the transactions contemplated by this Agreement. (e) Absence of Undisclosed Liabilities. The unaudited financial statements of ITGL and its Subsidiaries as of and for the period ended June 30, 2000 and the unaudited financial statements of Teledesic as of and for the period ended June 30, 2000, have been delivered to the Company, and all such financial statements (i) comply as to form, as of their respective dates, in all material respects with applicable accounting requirements of the Financial Accounting Standards Board with respect thereto; (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as to the absence of footnotes and except for normal and non-material year-end adjustments and other non-material adjustments permitted thereby) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); and (iii) fairly present in all material respects the consolidated financial position of ITGL and, to the Knowledge of ITGL, Teledesic, as applicable, as of the dates thereof and the consolidated results of their respective operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). There are no liabilities or obligations of ITGL or any of its Subsidiaries, or, to the Knowledge of ITGL and Teledesic, of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could or reasonably expected to result in such liability or obligation other than: (x) liabilities or obligations disclosed and provided for in the consolidated balance sheet of ITGL and its Subsidiaries as of June 30, 2000 (the "ITGL Balance Sheet") and Teledesic as of June 30, 2000 (the "Teledesic Balance Sheet"), and the notes thereto; (y) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the date of the ITGL Balance Sheet or the Teledesic Balance Sheet, as applicable; and (z) liabilities or obligations that, individually or in the aggregate, have not and would not be reasonably expected to have a Material Adverse Effect on ITGL or Teledesic, as applicable. (f) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement and except as disclosed in the ITGL Disclosure Schedule, since June 30, 2000, each of ITGL and its Subsidiaries and to the knowledge of ITGL, Teledesic has conducted their respective businesses only in the ordinary course, or, to the knowledge of ITGL and Teledesic consistent with past practice, and there has not been (1) any Material Adverse Change in ITGL; (2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of ITGL's, or to the knowledge of ITGL, Teledesic's Capital Stock; (3) any split, combination or reclassification of any of ITGL's, or to the knowledge of ITGL, Teledesic's Capital Stock, or any issuance or the authorization of any issuance of any other securities A-15 281 in respect of, in lieu of or in substitution for shares of ITGL's Capital Stock, or to the knowledge of ITGL, Teledesic's Capital Stock; (4) (A) any granting by ITGL or any of its Subsidiaries or, to the knowledge of ITGL, Teledesic or any of its Subsidiaries, to any current or former director, executive officer or other employee of ITGL or any of its Subsidiaries or, to the knowledge of ITGL, Teledesic or its Subsidiaries, of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business or as required under any employment agreements in effect as of the date of the most recent audited financial statements; (B) any granting by ITGL or any of its Subsidiaries or, to the knowledge of ITGL, Teledesic or its Subsidiaries, to any such current or former director, executive officer or employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements; (C) any entry by ITGL or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or employee; or (D) any amendment to, or modification of, any ITGL Options or, to the knowledge of ITGL, any Teledesic Options; (5) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on ITGL or Teledesic; (6) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by ITGL or Teledesic materially affecting its reported financial condition or results of operation; or (7) any tax election that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the tax liability or tax attributes of ITGL, Teledesic or any of their Subsidiaries or any settlement or compromise of any material tax liability. (g) Operations of ITGL. ITGL was formed for the purpose of acquiring a controlling interest in the businesses of Teledesic and the Company, and except as described in the ITGL Disclosure Schedule has not engaged in any material business operations or entered into any material contract, agreement, obligation, commitment, arrangement or understanding. (h) Compliance with Applicable Laws. The ITGL Disclosure Schedule sets forth all material permits, licenses, variances, exemptions, orders, registrations, consents, franchises and approvals of all Governmental entities which are currently held by or have been applied for by ITGL, and to the Knowledge of ITGL, Teledesic (collectively, the "ITGL Permits") which constitutes all of the permits, licenses, variances, exemptions, orders, registrations, consents, franchises and approvals of all Governmental Entities which are required for the operation of the businesses of ITGL, its Subsidiaries and, to the Knowledge of ITGL, Teledesic and its Subsidiaries, as presently conducted except for those which would not, individually or in the aggregate, have a Material Adverse Effect on ITGL or Teledesic, as applicable. ITGL is not aware of any facts or circumstances currently existing which are likely to preclude ITGL, or to the Knowledge of ITGL, Teledesic from securing any permits, licenses, variances, exemptions, orders, registrations, consents, franchises and approvals of any Governmental Entity which are required for the operation of the businesses of ITGL, Teledesic and their respective Subsidiaries as planned to be conducted, including without limitation all Future Permits, except where the failure to have any such Future Permits, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on ITGL or Teledesic, as applicable. ITGL and its Subsidiaries, and to the Knowledge of ITGL, Teledesic and its Subsidiaries are each in compliance with the terms of the ITGL Permits and all applicable statutes, laws, ordinances, rules and regulations of all applicable Governmental Entities, including but not limited to compliance with all foreign laws relating to securities and investments, and all other similar laws, rules and regulations, except where the failure so to comply individually or in the aggregate is not reasonably likely to have a Material Adverse Effect on ITGL or Teledesic, as applicable. Provided that the governmental approvals identified on the ITGL Disclosure Schedules and in Section 3.2(d) are obtained, the Merger, in and of itself, would not cause the revocation or cancellation of any ITGL Permits, or preclude or inhibit the ability to renew any ITGL Permit or secure any Future Permits. No action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any Person, in each case with respect to ITGL or any of its Subsidiaries or to the Knowledge of A-16 282 ITGL, Teledesic and its Subsidiaries, or any of their respective properties, or is pending or, to the Knowledge of ITGL, threatened, other than, in each case, those the outcome of which individually or in the aggregate are not reasonably likely (i) to have a Material Adverse Effect on ITGL or Teledesic, as applicable; or (ii) to impair the ability of ITGL to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (i) Litigation. There is no suit, action or proceeding pending or, to the Knowledge of ITGL, threatened against or affecting ITGL, any of its Subsidiaries, or to the Knowledge of ITGL, Teledesic that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on ITGL or Teledesic, respectively, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against ITGL, any of its Subsidiaries, or to the Knowledge of ITGL, Teledesic having, or that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on ITGL or Teledesic, respectively. (j) Contracts. Neither ITGL nor any of its Subsidiaries, nor to the Knowledge of ITGL, Teledesic nor any of its Subsidiaries, is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any loan or credit agreement, bond, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit or license to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate will not have a Material Adverse Effect on ITGL or, if applicable, Teledesic. Section 3.2(j)(A) of the ITGL Disclosure Schedule contains a complete list of each contract, agreement, obligation, commitment, arrangement or understanding, or any contract, agreement, obligation, commitment, arrangement or understanding of ITGL or its Subsidiaries and, to the Knowledge of ITGL, Teledesic nor its Subsidiaries, involving actual or potential obligations or commitments whether liquidated or contingent, of US$1,000,000 or more that is currently in effect ("ITGL Material Contracts"). To the Knowledge of ITGL, Section 3.2(j)(B) contains a complete list of each contract, agreement, obligation, commitment, arrangement or understanding of Teledesic involving actual or potential obligations or commitments whether liquidated or contingent of US$1,000,000 or more that is currently in effect ("Teledesic Material Contracts"). Each of the ITGL Material Contracts, and to the Knowledge of ITGL, the Teledesic Material Contracts, is valid, binding and in full force and effect. Neither ITGL nor any of its Subsidiaries, and to the Knowledge of ITGL, the Teledesic Material Contracts, is a party to or bound by any non-competition agreement or any other similar agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, any portion of the business either of ITGL and its Subsidiaries or Teledesic and its Subsidiaries, taken as a whole, taken as a whole, is or may be conducted. To ITGL's Knowledge, no party having a contractual relationship with ITGL or Teledesic, as applicable, is in breach of, nor has any event or condition of default occurred, with respect to any agreement or arrangement necessary to the conduct of ITGL's or Teledesic's business, as applicable, as conducted and as proposed to be conducted, except for breaches, events or conditions which, individually or in the aggregate, will not have a Material Adverse Effect on ITGL or Teledesic, as applicable. (k) Employee Benefit Plans. Except as disclosed in the ITGL Disclosure Schedule, neither ITGL nor any of its Subsidiaries has established an "employee benefit plan" as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. To the Knowledge of ITGL, Teledesic has established the "employee benefit plans" listed on the ITGL Disclosure Schedule. (l) Taxes. (i) ITGL, and, to ITGL's Knowledge, Teledesic, each have filed all material Returns required to be filed by it, or requests for extensions to file have been granted and have not expired, and all such Returns are complete and correct in all material respects. ITGL, and, to the A-17 283 Knowledge of ITGL, Teledesic, each has paid or caused to be paid (or ITGL or Teledesic has paid on its behalf) all Taxes shown as due on such Returns or on subsequent assessments with respect thereto, and no other material Taxes are payable by ITGL, or, to the Knowledge of ITGL, Teledesic, with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns) for which the applicable statute of limitations has not expired, except for Taxes for which an adequate reserve has been established therefor. Each of ITGL, and, to the Knowledge of ITGL, its Subsidiaries and Teledesic, has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party, except for any failure that would not reasonably be expected to have a Material Adverse Effect on ITGL or Teledesic, respectively. There are no Liens on any of the assets of ITGL or, to ITGL's Knowledge, its Subsidiaries and Teledesic, with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that ITGL, or, to ITGL's Knowledge, its Subsidiaries and Teledesic is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established. (ii) To the Knowledge of ITGL, no material Returns of ITGL, ITGL's Subsidiaries, and Teledesic are under audit by a government or taxing authority. No deficiencies for any Taxes have been proposed, asserted or assessed, in each case in writing, against ITGL or to ITGL's Knowledge, its Subsidiaries and Teledesic that are not adequately reserved for, except for deficiencies that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on ITGL or Teledesic, respectively. No waiver or extension of any statute of limitations is in effect with respect to material Taxes or Returns of ITGL, or, to ITGL's Knowledge, its Subsidiaries or Teledesic. (iii) To the Knowledge of ITGL, neither ITGL, its Subsidiaries, nor Teledesic has taken or agreed to take any action or has Knowledge of any fact, agreement or plan that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (iv) Neither ITGL nor, to ITGL's Knowledge, any of its Subsidiaries or Teledesic has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement; or (y) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (m) State Takeover Statutes. The board of directors of ITGL (including the disinterested directors thereof) has unanimously (i) declared this Agreement to be advisable as contemplated under Section 251 of the DGCL and (ii) approved the terms of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement. ITGL has caused Section 203 of the DGCL not to be applicable to ITGL by opting out of the provisions thereof in its Certificate of Incorporation in accordance with the provisions of the DGCL. To the Knowledge of ITGL, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby. (n) Labor and Employment Matters. (1) There are no controversies pending or, to the Knowledge of ITGL, threatened, between ITGL or any of its Subsidiaries, or, to the Knowledge of ITGL, Teledesic, and any of their respective employees; (2) neither ITGL nor any Subsidiary, nor to the Knowledge of ITGL, Teledesic, is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by ITGL, any of its Subsidiaries or Teledesic, nor, to the Knowledge of ITGL, have any activities or proceedings of any labor union or group of employees to organize any such employees; (3) neither ITGL, nor any of its Subsidiaries nor to the Knowledge of ITGL, Teledesic has breached or failed to comply with any provision of any collective bargaining A-18 284 agreement or other labor union contract, and there are no grievances outstanding against ITGL, any of its Subsidiaries or Teledesic under such agreement or contract; (4) there are no unfair labor practice complaints pending against ITGL, any of its Subsidiaries or to the Knowledge of ITGL, Teledesic before the National Labor Relations Board or any similar foreign Governmental Entity, and to the Knowledge of ITGL, there are no current union representation questions involving the employees of ITGL's or any Subsidiary; (5) there currently exists no work slowdown, work stoppage or lockout, nor to the Knowledge of ITGL is any such matter threatened, by or with respect to the employees of ITGL, its Subsidiaries, or to the Knowledge of ITGL, Teledesic; and (6) there are no contracts or agreements of ITGL which provide for or guaranty any employee of ITGL a specific term of employment. (o) Real Property and Assets. ITGL, its Subsidiaries, and to the Knowledge of ITGL, Teledesic have all necessary right, title and interest in and to all of their respective real and personal property, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $1,000,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property. All real property owned or leased by ITGL is owned or leased free and clear of all Liens, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $1,000,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property, and no such property is subject to any governmental decree or order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Knowledge of ITGL is any such proceeding threatened. To the Knowledge of ITGL, all real property owned or leased by Teledesic is owned or leased free and clear of all Liens, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $1,000,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property, and to the Knowledge of ITGL, no such property is subject to any governmental decree or order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Knowledge of ITGL is any such proceeding threatened. (p) Foreign Corrupt Practices Act. To the best of ITGL's Knowledge, neither ITGL, any of its Subsidiaries, nor Teledesic has taken any action that may constitute a violation of the Foreign Corrupt Practices Act. To the best of ITGL's Knowledge, neither ITGL, any of its Subsidiaries, Teledesic, nor any of their respective officers, directors, employees, managers, shareholders, members, agents or representatives has offered, given, paid, authorized the payment of, or promised, directly or indirectly, any money, gift, promise or other thing of value to a Foreign Official (or to any other Person while knowing it will be offered, given or promised to a Foreign Official) for any unlawful or improper purpose including, by way of example but not limitation, influencing any act or decision of any such Person acting in his or her official capacity or inducing the Person to do or omit to do any action in violation of his or her lawful duty, or inducing such Person to use his or her influence with any government to affect or influence any act or decision of such government or instrumentality, in order to assist ITGL or Teledesic, respectively, to obtain or retain business for or with, or in directing business to, any Person. (q) Brokers; Professional Fees. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of ITGL. (r) Information Supplied by ITGL. The information to be supplied by ITGL relating to ITGL and its Subsidiaries to be contained in (a) the Registration Statement to be prepared and filed with the SEC by ITGL as described in Section 5.9, (b) any statement or filing required to be submitted by ITGL or the Company to any state or federal regulatory agency, and (c) the Proxy Statement which will be distributed in connection with the meeting of ITGL's Stockholders (the "ITGL Stockholder Meeting") will not contain any untrue statement of a material fact or omit to state any A-19 285 material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (s) Voting Requirements. The affirmative vote or consent of the holders of a majority of the voting power of all outstanding shares of the ITGL Capital Stock, voting as a single class ("ITGL Stockholder Approval") are the only votes or approvals of the holders of any class or series of ITGL's Capital Stock necessary to approve and adopt this Agreement and the transactions contemplated hereby. ARTICLE IV. COVENANTS RELATING TO CONDUCT OF BUSINESS SECTION 4.1 Conduct of ITGL Business. Except as set forth in the ITGL Disclosure Schedule, as expressly contemplated by this Agreement, or as consented to by the Company, which consent shall not be unreasonably withheld, during the period from the date of this Agreement to the Effective Time, ITGL shall, and shall cause its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice, and in compliance with all applicable laws and regulation and, to the extent consistent therewith, use all reasonable best efforts to preserve and maintain existing relations and goodwill with employees, customers, brokers, suppliers and other Persons with which such party has significant business relations. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in the ITGL Disclosure Schedule or the ITGL business plan as consented to in writing by the Company, ITGL shall not, and shall not permit any of its Subsidiaries to: (a) declare or pay any dividend or other distribution with respect to any share of ITGL Capital Stock; (b) except as otherwise provided in this Agreement, amend or otherwise modify its Certificate of Incorporation, Bylaws or other comparable organizational documents, provided, however, that ITGL may amend its Certificate of Incorporation to change its name and to make any other changes that do not require the vote of such party's stockholders as provided by the DGCL; (c) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any Affiliate of ITGL or the business of any such Affiliate; (d) issue any ITGL Capital Stock for total cash and noncash consideration that is less than $10.14 per share (as adjusted for any Recapitalization Event); provided, however, that notwithstanding the foregoing ITGL may exchange shares of ITGL Series A Preferred Stock and ITGL Series B Preferred Stock for shares of Teledesic Holdings Limited Class B Stock pursuant to the terms of a purchase agreement substantially similar to the form of agreement previously delivered to the Company by ITGL. (e) redeem or repurchase any shares of ITGL Capital Stock at a price greater than $10.14 per share (as adjusted for any Recapitalization Event) provided, however, that this provision shall not apply to the repurchase or redemption of Dissenting Shares from a stockholder that has perfected appraisal rights pursuant to Section 2.3 and the DGCL; (f) adopt any change, other than as required by applicable generally accepted accounting principles, in its accounting policies, procedures or practices; or (g) authorize, or commit or agree to take, any of the foregoing actions. SECTION 4.2 Conduct of Company Business. Except as set forth in the Company Disclosure Schedule, as expressly approved by the Board of New ICO, as expressly contemplated by this Agreement, or as consented to by ITGL, which consent shall not be unreasonably withheld, during the period from the A-20 286 date of this Agreement to the Effective Time except as consented to in writing by ITGL or as set forth in the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to: (a) redeem or repurchase any shares of Company Capital Stock other than shares in which appraisal rights are perfected pursuant to the DGCL, subject to Section 2.3(c) above; (b) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets (including securitizations), other than in the ordinary course of business consistent with past practice; or (c) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities recognized or disclosed in the most recent consolidated financial statements, or waive the benefits of, or agree to modify in any manner, any standstill or similar agreement to which the Company or any of its Subsidiaries is a party. ARTICLE V. ADDITIONAL AGREEMENTS SECTION 5.1 Stockholders' Meeting. Unless this Agreement has been terminated pursuant to Article VII, the Company and ITGL shall, as soon as practicable following the date upon which the Registration Statement and Proxy Statement become effective with the SEC, either (i) obtain the written consent of its stockholders approving this Agreement, the Merger and the other transactions contemplated hereby; or (ii) establish a record date (which shall be as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold the Company Stockholders' Meeting or the ITGL Stockholders' Meeting, as applicable, for the purpose of obtaining Company Stockholder Approval and ITGL Stockholder Approval. SECTION 5.2 Reasonable Efforts. Unless this Agreement has been terminated pursuant to Article VII, upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, neither ITGL nor any of its Affiliates shall be required to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets or lines of business of ITGL, any of its Affiliates, or the Company, or the holding separate of the shares of the ITGL Capital Stock or imposing or seeking to impose any limitation on the ability of Company or its Subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of the ITGL Capital Stock. A-21 287 SECTION 5.3 Stock Options and Warrants. (a) As soon as practicable following the date of this Agreement, the board of directors of the Company shall adopt such resolutions or take such other actions as may be required to effect the following: (i) assume all outstanding ITGL Options, whether vested or unvested. Pursuant to the assumption of the ITGL Options, as of the Effective Time, each assumed ITGL Option shall be adjusted and converted into an option or warrant, respectively, to acquire, on substantially the same terms and conditions, a corresponding number of shares of the corresponding class of Company Capital Stock (rounded down to the nearest whole share). To determine the appropriate number of shares of Company Capital Stock subject to the assumed ITGL Options, the parties shall multiply the number of shares of ITGL Capital Stock subject to each ITGL Option by the Exchange Ratio. Similarly, each assumed ITGL Option shall have an adjusted exercise price for the acquisition of each share of Company Capital Stock, which price shall be calculated by dividing the exercise price per share of ITGL Capital Stock otherwise purchasable pursuant to such ITGL Option prior to its assumption by the Exchange Ratio, provided that such adjusted exercise price shall be rounded up to the nearest whole cent; and (ii) assume and make such changes to the ITGL Stock Plans as ITGL and the Company may agree are appropriate to give effect to the Merger. (b) To the extent requested by the Company, ITGL shall coordinate the assumption by the Company of the ITGL Stock Plans and ITGL Employee Options as contemplated by this Section 5.3. (c) The adjustments provided herein with respect to any ITGL Employee Options that are "incentive stock options" as defined in Section 422 of the Code shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (d) As soon as practicable after the Effective Time, the Company shall deliver to the holders of ITGL Options appropriate notices setting forth such holders' rights or such ITGL Options and the agreements evidencing the grants of such ITGL Options and that such ITGL Options and agreements shall be assumed by the Company and shall continue in effect on substantially the same terms and conditions (subject to the adjustments required by this Section 5.3 after giving effect to the Merger). (e) Except as otherwise contemplated by this Section 5.3 and except to the extent required under the respective terms of the ITGL Options, all restrictions or limitations on transfer and vesting with respect to ITGL Employee Options awarded under the ITGL Stock Plans or any other plan, program or arrangement of ITGL or any of its Subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Company as set forth above. SECTION 5.4 Indemnification, Exculpation and Insurance. (a) The Company shall indemnify and hold harmless for six years, to the fullest extent permitted under applicable law (and the Company shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director, officer and employee of the Company, ITGL, and their respective Subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' and experts' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, relating to any acts or omissions by such Persons in their capacities as directors, officers, or employees of ITGL, the Company and their respective its Subsidiaries and arising out of matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement. A-22 288 (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 5.4, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right to assume the defense thereof and it shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Surviving Corporation shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; and provided, further, that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. If such indemnity is not available with respect to any Indemnified Party, then the Surviving Corporation and the Indemnified Party shall contribute to the amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) In the event that after the Effective Time the Surviving Corporation or any its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person then, and in each such case, to the extent necessary and proper, provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations the Surviving Corporation, as set forth in this Section 5.4. (d) For a period of six (6) years after the Effective Time, the Company shall cause to be maintained in effect policies of directors' and officers' liability insurance providing coverage of not less than US $25,000,000.00 with respect to claims arising from or related to facts or events which occurred at or before the Effective Time. (e) The certificate of incorporation or by-laws of the Surviving Corporation, with respect to indemnification of all officers, directors, employees and agents, shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who at any time prior to the Effective Time were identified as prospective indemnities under the certificate of incorporation or by-laws of the Surviving Corporation in respect to actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby), unless such modification is required by law. (f) The provisions of this Section 5.4: (i) are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. SECTION 5.5 Fees and Expenses. Except as provided in this Section 5.5, all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated, except that each of ITGL and the Company shall bear and pay one-half of the filing fees for the premerger notification and report forms under the HSR Act. SECTION 5.6 Public Announcements. ITGL and the Company will consult with each other before issuing, and provide each other the opportunity to review, comment upon and concur with, any press release or other public statements with respect to the transactions contemplated by this Agreement, A-23 289 including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as either party may determine is required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national trading system. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. SECTION 5.7 HSR Act Filing. ITGL and the Company each will make or cause to be made an appropriate filing of a Notification and Report form pursuant to the HSR Act, and any applicable filings under any similar foreign antitrust laws and regulations, no later than fifteen (15) Business Days after the date of this Agreement. Each such filing will request early termination of the waiting period imposed by the HSR Act. The Company and ITGL each will use its best reasonable efforts to respond or cause a response to be made as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Entity in connection with antitrust matters; provided, however, that nothing contained herein will be deemed to preclude either the Company or ITGL from negotiating reasonably with any Governmental Entity regarding the scope and content of any such requested information and documentation. The Company and ITGL will each use their respective reasonable best efforts to overcome any objections that may be raised by the FTC, the Antitrust Division or any other Governmental Entity having jurisdiction over antitrust matters. Notwithstanding the foregoing or any other provision of this Agreement, neither ITGL, nor any of its Affiliates, shall be required to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets or lines of business of ITGL, any of its Affiliates, or the Company, or the holding separate of the shares of the Company Capital Stock or imposing or seeking to impose any limitation on the ability of ITGL or its Subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of the Company Capital Stock. SECTION 5.8 Tax Treatment. Each of ITGL and the Company shall use their respective best efforts to cause the Merger to qualify as a reorganization under the provisions of Section 368(a) of the Code and to obtain the opinions of counsel referred to in Sections 6.2(c) and 6.3(c), including the execution of the letters of representation referred to therein. SECTION 5.9 Registration Statement. (a) As promptly as practicable, ITGL and the Company shall prepare and file with the SEC the Registration Statement with respect to the shares of Company Capital Stock to be issued in the Merger and, if requested by ITGL, the shares of ITGL Capital Stock to be issued in the Teledesic Merger, and the parties shall use all commercially reasonable efforts to have such Registration Statement declared effective. A portion of the Registration Statement will also serve as the Proxy Statement with respect to the Company Stockholder Meeting, the ITGL Stockholder Meeting and the meeting of the stockholders of Teledesic in connection with the Teledesic Merger. ITGL and the Company will consult with and cooperate with each other in preparation of the Registration Statement. ITGL and the Company will each cause the Registration Statement and the Proxy Statement, respectively, to comply as to form with the requirements of the Securities Act, the Exchange Act and other applicable federal or state securities laws. All costs and filing fees associated with the Registration Statement and the Proxy Statement, including but not limited to printing and mailing costs and registration fees, will be paid by the Company. Each party shall pay its own attorneys fees incurred in connection with the Registration Statement and the Proxy Statement. (b) The Company shall furnish ITGL with all information concerning the Company, its Subsidiaries, Old ICO and the holders of Company's Capital Stock, and ITGL shall furnish the Company with all information concerning ITGL, as may be required to be disclosed in the Registration Statement and the A-24 290 Proxy Statement, respectively. Each party shall take such other action as the other party may reasonably request in connection with the Registration Statement and the Proxy Statement. (c) The information to be supplied by the Company relating to the Company, its Subsidiaries and Old ICO to be contained in the (i) Registration Statement, (ii) any statement or filing required to be submitted by ITGL or the Company to any state or federal regulatory agency, and (iii) the Proxy Statement will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make statements therein, in light of the circumstances which they were made, not misleading. (d) The information to be supplied by ITGL relating to ITGL and its Subsidiaries to be contained in the (i) Registration Statement, (ii) any statement or filing required to be submitted by ITGL or the Company to any state or federal regulatory agency, and (iii) the Proxy Statement will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which thy were made, not misleading. (e) The Company shall use all commercially reasonable efforts to take any action required to be taken by an issuer under state securities or blue sky laws in connection with the issuance of the shares of the Company Capital Stock pursuant hereto. SECTION 5.10 Teledesic Merger Agreement. (a) ITGL will notify the Company of any breach under the Agreement and Plan of Merger dated May 12, 2000 by and between ITGL, Teledesic and New Satco Holdings Merger Sub, Inc. ("Teledesic Merger Agreement") within ten (10) days after ITGL has Knowledge of such breach. (b) ITGL will not amend the Teledesic Merger Agreement with terms that are, in the aggregate, materially less favorable to ITGL than those currently contained in the Teledesic Merger Agreement, without obtaining the prior written consent of the Company to such amendment, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, ITGL shall notify the Company and the Independent Advisory Committee ten (10) days prior to effecting any amendment or waiver of any provision of the Teledesic Merger Agreement. Notwithstanding the foregoing, the parties acknowledge that ITGL intends to amend the Teledesic Merger Agreement for the sole purpose of providing for the concurrent closing of the Merger and the Teledesic Merger in accordance with Section 6.l(i). (c) ITGL will not waive the covenants or conditions contained in the following sections of the Teledesic Merger Agreement without obtaining the written consent of the Company, which consent will not be unreasonably withheld: (i) Sections 4.1(a), (b), (d), (f) and (k) to the extent that Section 4.1(k) relates to Sections 3.1(c), (e), (f) and (h); (ii) Section 4.1(l), as such section relates to clause (i) above; (iii) Section 5.8; (iv) Sections 6.1(a), (b), (c), (e), (n); (v) Section 6.2(a) as it relates to Sections 3.1(c), (e), (f) and (h); (vi) Section 6.2(b) as it relates to clauses (i) - (iii) above; and (vii) Section 6.2 (d), (e) and (f). SECTION 5.11 Voting Agreement of ITGL. ITGL agrees that it will vote all of Company Capital Stock held by ITGL in favor of the Merger at the Company Stockholders Meeting. SECTION 5.12 Independent Directors of ITGL. From and after the Effective Time and until the Company's Class A Common Stock is listed on any stock exchange or quoted on the NASDAQ National A-25 291 Market System, the board of directors of the Company shall include three (3) directors generally elected by the shareholders of the Company who shall not be Affiliates of Eagle River Investments, L.L.C. SECTION 5.13 Company Subsidiaries. (a) The parties acknowledge that as soon as practicable following the execution of this Agreement, the Company intends to form a wholly-owned subsidiary corporation pursuant to the DGCL ("Holding Sub") and intends to assign and transfer to Holding Sub all of its assets and liabilities other than this Agreement. Upon the formation and transfer of assets to Holding Sub, the Company intends to cause Holding Sub to accept and assume such assets and liabilities. The parties agree that the failure by the Company to take the actions described above with regard to Holding Sub shall not constitute a breach of this Agreement. (b) Prior to the Closing, the Company will form a wholly-owned subsidiary corporation pursuant to the DGCL ("Company Merger Sub"). Immediately prior to the Closing, ITGL will cause New Satco Holdings Merger Sub, Inc. to assign its rights and obligations in and to the Teledesic Merger Agreement to Company Merger Sub and the Company shall cause Company Merger Sub to accept such assignment and to assume such obligations. SECTION 5.14 Further Assurances. (a) Subject to the terms and conditions herein provided, Company and ITGL each agree to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including using all commercially reasonable efforts to obtain all necessary waivers, consents and approvals, and to effect all necessary registrations and filings. (b) Company and ITGL each shall execute and cause to be delivered to the other party such instruments and other documents, and shall take such other actions, as the other party may reasonably request (prior to, at or after the Closing Date) for the purpose of carrying out or evidencing any of the transactions contemplated hereby. ARTICLE VI. CONDITIONS PRECEDENT SECTION 6.1 Conditions to Each Party's Obligation To Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction, or waiver by each party, on or prior to the Closing Date of the following conditions: (a) Company Stockholder Approval. Company Stockholder Approval shall have been obtained. (b) HSR Act. The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired and all material foreign antitrust approvals required to be obtained prior to the Merger in connection with the transactions contemplated hereby shall have been obtained. (c) Governmental Approvals. All consents, approvals or orders of authorization of, or actions by any Governmental Entities shall have been obtained, and all registrations, declarations or filings with any Governmental Entities shall have been made, except in each case for those the failure of which to obtain or make, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company or ITGL. (d) Required Third-Party Consents. All necessary consents, approvals or waivers from third parties to the Merger or the transactions contemplated hereby shall have been obtained, except for those the failure of which to obtain, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company or ITGL. A-26 292 (e) No Litigation. No judgment, order, decree, statute, law, ordinance, rule or regulation entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, "Restraints") shall be in effect enjoining or otherwise prohibiting the consummation of the Merger or which otherwise is reasonably likely to have a Material Adverse Effect on the Company or ITGL. (f) Registration Statement. The Registration Statement and/or Proxy Statement shall have become effective with respect to the shares of Company Capital Stock to be issued in the Merger in accordance with the provisions of the Securities Act, and shall be effective at the Effective Time, no stop order suspending effectiveness of the Registration Statement or Proxy Statement shall have been issued, and no action, suit, proceedings or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing or, to the Knowledge of ITGL or Company, threatened. (g) Blue Sky Approvals. All necessary approvals under federal and state securities or blue sky laws and other authorizations relating to the issuance of the Company Capital Stock to be issued to ITGL stockholders in connection with the Merger shall have been received. (h) Appraisal Rights. The holders of no more than five percent (5%) of either the Company Capital Stock or ITGL Capital Stock shall have exercised statutory appraisal rights as set forth in the DGCL in connection with the Merger. (i) Teledesic Merger. The Teledesic Merger shall be consummated concurrently with the Closing, provided that the Certificate of Merger, which shall be effective at 6:01 p.m. EST on the date such certificate is filed, shall be filed simultaneously with the filing of the Certificate of Merger to be filed in connection with the Teledesic Merger, which will be effective at 6:02 p.m. EST on the date that such certificate is filed. SECTION 6.2 Conditions to Obligations of ITGL. The obligation of ITGL to effect the Merger is further subject to satisfaction or waiver of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company set forth herein qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). One (1) day prior to the Closing, the Company will provide to ITGL a written "bring-down" certificate ("Bring-Down Certificate") certifying the truth and accuracy of all of the Company's representations contained herein as of such date, and reflecting facts, circumstances or events that have arisen or occurred since the date of this Agreement which would cause such representations to be inaccurate as of such date. (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Tax Opinion. ITGL shall have received from Davis Wright Tremaine LLP, counsel to ITGL, on the date on which the Registration Statement is declared effective by the SEC and on the Closing Date, an opinion, in each case in a form and of the substance reasonably acceptable to the Board of Directors of ITGL and dated as of such respective date that the transactions contemplated hereby will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel will be entitled to rely upon representations of officers of ITGL and the Company, including representations in substantially the same form as Exhibits A and B. (d) No Material Adverse Changes. There shall have not been since the date of this Agreement, any Material Adverse Change with respect to the operations, financial condition, assets, liabilities, business or prospects of the Company and its business. A-27 293 (e) Stockholders Agreement. Each of the parties to the Stockholders Agreement dated April 29, 1999, as amended by and among Teledesic, Teledesic LLC, Teledesic Holdings Limited and other principal equity holders of Teledesic shall have, prior to Closing, signed the ITGL Stockholders' Agreement dated June 20, 2000 ("ITGL Stockholders Agreement") and all parties to the ITGL Stockholders Agreement shall have, immediately prior to Closing, acknowledged the application of the ITGL Stockholders Agreement to the Merger Consideration issued to such parties in accordance with Article II hereof. SECTION 6.3 Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is further subject to satisfaction or waiver by the Independent Advisory Committee of the following conditions: (a) Representations and Warranties. The representations and warranties of ITGL set forth herein qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date). One (1) day prior to the Closing, ITGL will provide to the Company a written Bring-Down Certificate certifying the truth and accuracy of all of ITGL's representations contained herein as of such date, and reflecting facts, circumstances or events that have arisen or occurred since the date of this Agreement which would cause such representations to be inaccurate as of such date. (b) Performance of Obligations of ITGL. ITGL shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. (c) Tax Opinions. The Company shall have received from Cadwalader, Wickersham & Taft, counsel to the Independent Advisory Committee of the Board of Directors of the Company, on the date on which the Registration Statement is declared effective by the SEC and on the Closing Date, an opinion, in each case in a form and of the substance reasonably acceptable to the Board of Directors of the Company and dated as of such respective date that the transactions contemplated hereby will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel will be entitled to rely upon representations of officers of ITGL and the Company, including representations of officers of ITGL and the Company in substantially the same form as Exhibits A and B. (d) No Material Adverse Changes. There shall have not been since the date of this Agreement, any Material Adverse Change with respect to the operations, financial condition, assets, liabilities, business or prospects of ITGL and its business. ARTICLE VII. TERMINATION, AMENDMENT AND WAIVER SECTION 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after Company Stockholder Approval: (a) by mutual written consent of ITGL and the Company. (b) by either ITGL or the Company: (i) if the Merger shall not have been consummated by June 30, 2001; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to any party whose failure to perform any of its obligations under this Agreement results in the failure of the Merger to be consummated by such time; (ii) if (A) there shall be any law or regulation that makes consummation of the Merger illegal or otherwise prohibited or (B) any judgment, injunction, order or decree of any court or other Governmental Entity having competent jurisdiction enjoining ITGL and the Company from A-28 294 consummating the Merger is entered and such judgment, injunction or order shall have become final and non-appealable; (iii) if the Company Stockholders' Meeting or ITGL Stockholders' Meeting is duly convened and finally adjourned without Company Stockholder Approval or ITGL Stockholder Approval being obtained, as applicable; (iv) if any Restraint having any of the effects set forth in Section 6.1(e) shall be in effect and shall have become final and nonappealable. (c) by ITGL, if the Company shall have misrepresented, breached or failed to perform in any material respect any of its representations, covenants or other agreements contained in this Agreement (a "Company Default"), which Company Default would give rise to the failure of a condition set forth in Section 6.2(a) or (b) at the time of such Company Default; provided that if such Company Default is curable by the Company through the exercise of commercially reasonable efforts, then ITGL may not terminate this Agreement under this Section 7.1(c) until twenty (20) days after delivery of written notice to the Company of the Company Default if such Company Default is then continuing, or prior to the end of such 20-day period if the Company fails to continuously exercise commercially reasonable efforts to cure the Company Default. Termination pursuant to this Section 7.1(c) shall be ITGL's sole remedy in the event of a material misrepresentation or breach of warranty made by the Company in this Agreement. (d) by the Company, if ITGL shall have misrepresented, breached or failed to perform in any material respect any of its representations, covenants or other agreements contained in this Agreement ("ITGL Default"), which ITGL Default would give rise to the failure of a condition set forth in Section 6.3(a) or (b) at the time of such ITGL Default; provided that if such ITGL Default is curable by ITGL through the exercise of commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 7.1(d) until twenty (20) days after delivery of written notice to ITGL of ITGL Default if such ITGL Default is then continuing, or prior to the end of such 20-day period if ITGL fails to continuously exercise commercially reasonable efforts to cure the ITGL Default. Termination pursuant to this Section 7.1(d) shall be the Company's sole remedy in the event of a material misrepresentation or breach of warranty made by ITGL in this Agreement. SECTION 7.2 Effect of Termination. In the event of termination of this Agreement by either the Company or ITGL as provided in Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of ITGL or the Company, other than the provisions of this Section 7.2 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the willful breach by a party of any of its representations, covenants or agreements set forth in this Agreement. No termination of this Agreement shall relieve any party from any liability arising from the willful breach by any party of any of its representations, covenants or agreements set forth in this Agreement. SECTION 7.3 Amendment. This Agreement may be amended by the parties at any time before or after Company Stockholder Approval or ITGL Stockholder Approval; provided, however, that after any such Company Stockholder Approval or ITGL Stockholder Approval, there shall not be made any amendment that by law requires further approval by the stockholders of the Company or of ITGL without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. This Agreement may not be amended by the Company except with consent of the Independent Advisory Committee. SECTION 7.4 Extension; Waiver. At any time prior to the Effective Time, a party may (a) extend the time for the performance of any of the obligations or other acts of the other parties; (b) waive any inaccuracies in the representations of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement; or (c) subject to the proviso of Section 7.3, waive compliance by the other party with any of the agreements or conditions contained in this Agreement; provided that any waiver by the Company shall require the consent of the Independent Advisory Committee. Any agreement A-29 295 on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. SECTION 7.5 Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.1, an amendment of this Agreement pursuant to Section 7.3 or an extension or waiver pursuant to Section 7.4 shall, in order to be effective, require, in the case of ITGL or the Company, action by its board of directors and in the case of the Company, the consent of the Independent Advisory Committee. ARTICLE VIII. GENERAL PROVISIONS SECTION 8.1 Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time. SECTION 8.2 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to ITGL, to: ICO-Teledesic Global Limited 2300 Carillon Point Kirkland, WA 98033 Telecopier: (425) 828-8060 Attn: C. James Judson, Esq. with a copy to: Davis Wright Tremaine LLP 2300 Wells Fargo Tower 1300 SW Fifth Avenue Portland, Oregon 97201 Telecopier: (503) 778-5299 Attn: Benjamin G. Wolff, Esq. if to the Company, to New ICO Global Communications (Holdings) Limited 2 Chalkhill Road London W6 8DW United Kingdom Telecopier: +44 20 8563 9415 Attn: Gardner L. Grant, Jr., Esq. with a copy to: Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, NY 10006-1470 Telecopy No.: (212) 225-3999 Attention: William Groll A-30 296 And If to the Independent Advisory Committee, to: Credit Suisse First Boston 11 Madison Avenue, New York, NY 10010-3629 Telecopy: 212-325-8290 Attention: Donna Alderman With a copy to: Cadwalader, Wickersham & Taft 100 Maiden lane New York, NY 10038 Telecopy No.: (212) 504-6666 Attention: Brian Hoffmann SECTION 8.3 Definitions. For purposes of this Agreement: (a) An "Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise; (b) "Agreement" means this Agreement and Plan of Merger and any and all exhibits and schedules and amendments hereto. (c) "Antitrust Division" shall have the meaning specified in Section 5.7. (d) "Bring-Down Certificate" shall have the meaning specified in Section 6.2(a). (e) "Business Day" means any day other than Saturday, Sunday or any other day on which banks are legally permitted to be closed in New York City. (f) "Business Plan" shall have the meaning specified in Section 4.1. (g) "Capital Structure" shall have the meaning specified in Section 6.2(e). (h) "Certificate of Merger" shall have the meaning specified in Section 1.3. (i) "Certificates" shall have the meaning specified in Section 2.2(a). (j) "Closing" shall have the meaning specified in Section 1.2. (k) "Closing Date" shall have the meaning specified in Section 1.2. (l) "Code" means the Internal Revenue Code of 1986, as amended. (m) "Communications Act" means the Communications Act of 1934, as amended. (n) "Company" means New ICO Global Communications (Holdings) Limited, a Delaware corporation. (o) "Company Balance Sheet" shall have the meaning specified in Section 3.1(e). (p) "Company Capital Stock" shall have the meaning specified in Recital A. (q) "Company Class A Common Stock" shall have the meaning specified in Recital A. (r) "Company Class B Common Stock" shall have the meaning specified in Recital A. (s) "Company Consolidated Group" means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or A-31 297 foreign law that the Company (or any Subsidiary of the Company) is or has ever been a member of or with which the Company files, has filed or is or was required to file an affiliated, consolidated, combined, unitary or aggregate Return. (t) "Company Default" shall have the meaning specified in Section 7.1(c). (u) "Company Disclosure Schedule" shall have the meaning specified in Section 3.1. (v) "Company Employee Options" means the options to purchase shares of Company Class A Common Stock granted or to be granted to current or former officers, directors, employees or consultants of the Company or its Subsidiaries under the Company Stock Plans. (w) "Company Material Contracts" shall have the meaning specified in Section 3.1(i). (x) "Company Merger Sub" shall have the meaning specified in Section 5.13(b). (y) "Company Options" shall have the meaning specified in Section 2.1(c). (z) "Company Preferred Stock" shall have the meaning specified in Recital A. (aa) "Company Permits" shall have the meaning specified in Section 3.1(h). (bb) "Company Series A Preferred Stock" shall have the meaning specified in Recital A. (cc) "Company Series B Preferred Stock" shall have the meaning specified in Recital A. (dd) "Company Stock Plans" means the plans and arrangements providing for the grant of options or warrants for the purchase of shares of Company Capital Stock. (ee) "Company Stockholder Approval" shall have the meaning specified in Section 3.1(l). (ff) "Company Stockholders' Meeting" shall have the meaning specified in Section 3.1(r). (gg) "Costs" shall have the meaning specified in Section 5.4(a). (hh) "DGCL" means the Delaware General Corporation Law. (ii) "Dissenting Shares" shall have the meaning specified in Section 2.3(a). (jj) "Effective Time" shall have the meaning specified in Section 1.3. (kk) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (ll) "Exchange Ratio" shall have the meaning specified in Section 2.1(a). (mm) "Foreign Corrupt Practices Act" shall have the meaning specified in Section 3.1(q). (nn) "Foreign Official" shall have the meaning specified in Section 3.1(q). (oo) "FTC" shall have the meaning specified in Section 5.7. (pp) "Future Permits" shall have the meaning specified in Section 3.1(h). (qq) "GAAP" shall have the meaning specified in Section 3.1(e). (rr) "Governmental Entity" shall have the meaning specified in Section 3.1(d). (ss) "Holding Sub" shall have the meaning specified in Section 5.13(a). (tt) "HSR Act" shall have the meaning specified in Section 3.1(d). (uu) "Independent Advisory Committee" means the Independent Advisory Committee established by the Company's Board of Directors at a meeting on May 18, 2000. (vv) "Indemnified Parties" shall have the meaning specified in Section 5.4(a). (ww) "ITGL" means ICO-Teledesic Global Limited, a Delaware corporation. A-32 298 (xx) "ITGL Balance Sheet" shall have the meaning specified in Section 3.2(e). (yy) "ITGL Capital Stock" shall have the meaning specified in Recital A. (zz) "ITGL Class A Common Stock" shall have the meaning specified Section 3.2(b). (aaa) "ITGL Class B Common Stock" shall have the meaning specified in Section 3.2(b). (bbb) "ITGL Common Stock" shall have the meaning specified in Recital A. (ccc) "ITGL Default" shall have the meaning specified in Section 7.1(d). (ddd) "ITGL Disclosure Schedule" shall have the meaning specified in Section 3.2. (eee) "ITGL Employee Options" means the options to purchase shares of ITGL Capital Stock granted or to be granted to current or former officers, directors, employees or consultants of ITGL or its Subsidiaries under the ITGL Stock Plans. (fff) "ITGL Material Contracts" shall have the meaning specified in Section 3.2(j). (ggg) "ITGL Permits" shall have the meaning specified in Section 3.2(h). (hhh) "ITGL Options" shall have the meaning specified in Section 2.1(c). (iii) "ITGL Preferred Stock" shall have the meaning specified in Section 3.2(b). (jjj) "ITGL Series A Preferred Stock" shall have the meaning specified in Recital A. (kkk) "ITGL Series B Preferred Stock" shall have the meaning specified in Recital A. (lll) "ITGL Stock Plans" means the plans and arrangements providing for the grant of options and warrants for the purchase of shares of ITGL Capital Stock. (mmm) "ITGL Stockholder Approval" shall have the meaning specified in Section 3.2(s). (nnn) "ITGL Stockholder Meeting" shall have the meaning specified in Section 3.2(r). (ooo) "Knowledge" of any Person that is not an individual means, with respect to any specific matter, the actual knowledge of such Person's executive officers and other officers having primary responsibility for such matter, together with such knowledge as would be obtained in the conduct of their duties in the ordinary course and in the exercise of reasonable inquiry under the circumstances. (ppp) "Liens" shall have the meaning specified in Section 3.1(b). (qqq) "Material Adverse Change" or "Material Adverse Effect" means, when used in connection with the Company or ITGL, any change, effect, event, occurrence or state of facts that is, or is reasonably likely to be, materially adverse to the business, financial condition, assets, results of operations or prospects of such party and its subsidiaries taken as a whole, other than any change, effect, event, occurrence or state of facts relating to the economy in general. (rrr) "Merger" shall have the meaning specified in Recital A. (sss) "Merger Consideration" shall have the meaning specified in Section 2.1(a). (ttt) "Old ICO" shall have the meaning specified in Section 3.1(r). (uuu) "Person" means an individual, corporation, partnership, limited liability Company, joint venture, association, trust, unincorporated organization or other entity; (vvv) "Proxy Statement" shall have the meaning specified in Section 3.1(r). (www) "Recapitalization Event" shall have the meaning specific in Section 2.1(d). (xxx) "Registration Statement" shall have the meaning specified in Section 3.1(r). (yyy) "Restraints" shall have the meaning specified in Section 6.1(e). A-33 299 (zzz) "Returns" means all Federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes. (aaaa) "SEC" means the Securities Exchange Commission. (bbbb) "Securities Act" means the Securities Act of 1933, as amended. (cccc) A "Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership, membership or partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person; provided, however, that for the purposes of this Agreement, the Company shall not be considered to be a Subsidiary of ITGL. (dddd) "Surviving Corporation" shall have the meaning specified in Section 1.1. (eeee) "Taxes" includes all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, Federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amount. (ffff) "Teledesic" shall mean Teledesic Corporation, a Delaware corporation. (gggg) "Teledesic Balance Sheet" shall have the meaning specified in Section 3.2(e). (hhhh) "Teledesic Capital Stock" shall have the meaning specified in Section 3.2(c)(ii). (iiii) "Teledesic Class A Stock" shall have the meaning specified in Section 3.2(c)(ii)(A). (jjjj) "Teledesic Class B Stock" shall have the meaning specified in Section 3.2(c)(ii)(B). (kkkk) "Teledesic Class C Stock" shall have the meaning specified in Section 3.2(c)(ii)(C). (llll) "Teledesic Material Contracts" shall have the meaning specified in Section 3.2(j). (mmmm) "Teledesic Merger" shall have the meaning specified in Recital A. (nnnn) "Teledesic Merger Agreement" shall have the meaning specified in Section 5.10. (oooo) "Teledesic Options" shall have the meaning specified in Section 3.2(c)(iii). (pppp) "Teledesic Stock Plans" shall have the meaning specified in Section 3.2(c)(iii). SECTION 8.4 Interpretation. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent; and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. A-34 300 SECTION 8.5 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. SECTION 8.6 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement; and (b) except for the provisions of Article II and Section 5.4, are not intended to confer upon any Person other than the parties any rights or remedies. SECTION 8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF. SECTION 8.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either of the parties hereto without the prior written consent of the other party. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. Section 8.9 Enforcement. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Federal court located in the State of Delaware or in Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a federal court sitting in the State of Delaware or a Delaware state court. SECTION 8.10 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 8.11 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. A-35 301 IN WITNESS WHEREOF, ITGL and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. ICO-TELEDESIC GLOBAL LIMITED By: /s/ DENNIS M. WEIBLING ------------------------------------ Dennis M. Weibling, President NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED By: /s/ W. RUSSELL DAGGATT ------------------------------------ W. Russell Daggatt, Chief Executive Officer A-36 302 APPENDIX B AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of May 12, 2000 among New Satco Holdings, Inc., a Delaware corporation ("Parent"), New Satco Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Teledesic Corporation, a Delaware corporation (the "Company"). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed in Section 8.3. RECITALS A. The respective Boards of Directors of Parent, Merger Sub and the Company have determined that a business combination between Parent and the Company on the terms described herein is in the best interests of their respective companies and stockholders and presents an opportunity to achieve long-term strategic and financial benefits. Accordingly, the respective Boards of Directors of Parent, Merger Sub and the Company have approved this Agreement and deem it advisable and in the best interests of their respective stockholders to consummate the merger of Merger Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of the Company's Common Stock, consisting of Company Class A Common Stock, par value $0.001, Company Class B Common Stock, par value $0.001, and Company Class C Common Stock, par value $0.001 (collectively the "Company Common Stock") will be converted into the right to receive shares of Parent Class A Stock (as defined below). B. Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and to prescribe various conditions to the Merger. C. For federal income tax purposes, it is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the rules and regulations promulgated thereunder, and that this Agreement constitute a plan of reorganization. NOW, THEREFORE, the parties agree as follows: ARTICLE I THE MERGER SECTION 1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), Merger Sub shall be merged with and into the Company at the Effective Time (as defined in Section 1.3). Following the Effective Time, the Company shall be the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Merger Sub in accordance with the DGCL. SECTION 1.2 Closing. The closing of the Merger (the "Closing") will take place on a date and time to be specified by the parties (the "Closing Date"), which shall be no later than the second Business Day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is agreed to by the parties hereto. The Closing will be held at the offices of Davis Wright Tremaine, LLP, 2600 Century Square, 1501 Fourth Avenue, Seattle, Washington, or at such other location as may be agreed to by the parties. SECTION 1.3 Effective Time. Subject to the provisions of this Agreement, as soon as practicable on or after the Closing Date, the parties shall file a certificate of merger or other appropriate documents (in any such case, the "Certificate of Merger") executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become B-1 303 effective on such date and at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as Parent and the Company shall agree and specify in the Certificate of Merger (the time the Merger becomes effective is hereinafter referred to as the "Effective Time"). SECTION 1.4 Effects of the Merger. The Merger shall have the effects set forth in Section 259 of the DGCL. SECTION 1.5 Certificate of Incorporation and Bylaws. (a) The Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. (b) The Bylaws of the Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law. SECTION 1.6 Board of Directors of the Surviving Corporation. The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES SECTION 2.1 Effect on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any stockholder of the Company or Merger Sub: (a) Subject to Section 2.2(d), each issued and outstanding share of Company Common Stock other than shares of Company Common Stock for which dissenters' rights are perfected or as provided in Section 2.3, shall be converted into the right to receive from Parent .825 shares (the "Exchange Ratio") of Parent Class A Common Stock. The shares of Parent Class A Common Stock so issued shall be referred to herein as the "Merger Consideration." The number of shares of Parent Class A Common Stock to be issued to each shareholder of the Company under this Section 2.1 shall be calculated by aggregating all shares of Company Common Stock held by each such shareholder, so that such number of shares of Parent Class A Common Stock to be issued shall be equal to the number of shares of Company Common Stock held by such shareholder multiplied by the Exchange Ratio, with fractional shares of Parent Class A Common Stock being rounded to the nearest whole number, with 0.5 being rounded up. No fractional shares shall be issued as part of the Merger Consideration. As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 2.2. (b) Capital Stock of Merger Sub. Following the application of Section 2.1(a), each issued and outstanding share of capital stock of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of Company Class A Common Stock. (c) Options and Warrants. At the Effective Time, Parent shall assume the Company Stock Plans and all stock options and warrants to purchase Company Common Stock (collectively the "Company Options") then outstanding shall be converted based on the Exchange Ratio into stock options and warrants, respectively, to purchase Parent Class A Common Stock, and the obligations of the Company with respect thereto shall be assumed by Parent in accordance with Section 5.3. B-2 304 (d) Anti-Dilution Provisions. In the event Parent or Company changes (or establishes a record date for changing) the number of shares of Parent Class A Common Stock or Company Common Stock, as applicable, issued and outstanding prior to the Effective Date as a result of a stock split, reverse stock split, stock dividend, recapitalization or other similar event ("Recapitalization Event") and the record date therefor shall be prior to the Effective Date, the Exchange Ratio shall be proportionately adjusted to reflect such Recapitalization Event. SECTION 2.2 Exchange of Certificates. (a) Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Parent and shall be in such form and have such other provisions as Parent may reasonably specify), in a form reasonably acceptable to the parties, and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Merger Consideration. Upon surrender of a Certificate to Parent, duly endorsed for transfer or cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Parent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Class A Common Stock that such holder has the right to receive pursuant to the provisions of this Article II and certain dividends and other distributions in accordance with Section 2.2(b) and the Certificate so surrendered shall then immediately be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Class A Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate has been properly endorsed and otherwise is in proper form for transfer, and if the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Class A Common Stock to a Person other than the registered holder of such Certificate (or shall establish to the satisfaction of Parent that such tax has been paid or is not applicable). Until surrender as contemplated by this Section 2.2(a), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. A lost stock certificate affidavit, together with either an insurance bond or indemnification agreement running to the benefit of Parent as determined by Parent in its sole discretion, may be submitted in lieu of a Certificate. (b) Distributions with Respect to Unexchanged Shares. No dividends or other distributions with respect to Parent Class A Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Class A Common Stock represented thereby, until the holder of record of such Certificate shall surrender such Certificate in accordance with this Article II. Subject to the effect of applicable escheat or similar laws, following surrender of any such Certificate there shall be paid to the holder of the certificate representing whole shares of Parent Class A Common Stock issued in exchange therefor, without interest: (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Class A Common Stock; and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class A Common Stock. (c) No Further Ownership Rights in Company Stock. All shares of Parent Class A Common Stock issued upon the exchange of Certificates in accordance with the terms of this Article II (including any cash paid pursuant to this Article II) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Stock previously represented by such Certificates, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any B-3 305 reason, they shall be canceled and exchanged as provided in this Article II, except as otherwise provided by law. (d) Termination. Any holders of the Certificates who have not complied with this Article II shall thereafter look only to Parent for payment of their claims for Merger Consideration and any dividends or distributions with respect to Parent Class A Common Stock. (e) No Liability. None of Parent, Merger Sub, or the Company shall be liable to any Person in respect of any shares of Parent Class A Common Stock, any dividends or distributions with respect thereto, in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificate shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration, any dividends or distributions payable to the holder of such Certificate or any cash payable to the holder of such Certificate pursuant to this Article II, would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration, dividends or distributions in respect of such Certificate or such cash shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (f) Share Transfer Books. The share transfer books of the Company shall be closed as of the close of business on the day that is two (2) days prior to the Effective Time. After the Effective Time, there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of shares of the Company Stock which were outstanding immediately prior to the Merger. SECTION 2.3 Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the Contrary, those shares of Company Stock in which dissenters' rights are perfected ("Dissenting Shares") shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.1, but the holder thereof shall be entitled to only such rights as are granted by the DGCL. (b) Notwithstanding the provisions of Section 2.3(a) above, if any shareholder who demands appraisal rights of such shareholder's shares of Company Common Stock under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) his or her right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Shareholder's shares of Company Common Stock shall automatically be converted into and represent only the right to receive Merger Consideration as provided in Section 2.1 hereof. (c) The Company shall give Parent prompt notice of any written demands for appraisal or payment of the fair value of any shares of the Company Common Stock, withdrawals of such demands, and any other instruments served on the Company pursuant to the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal, settle or offer to settle any such demands. ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.1 Representations and Warranties of the Company. Except as set forth on the disclosure schedule delivered by the Company to Parent prior to the execution of this Agreement (the "Company Disclosure Schedule") and making reference to the particular subsection of this Agreement requiring such disclosure or to which exception is being taken, the Company represents and warrants to Parent and Merger Sub that the following statements are true and correct as of the date of this Agreement and will be true and correct on the Closing Date as if made on such date: (a) Organization, Standing and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its B-4 306 business as now being conducted and as proposed to be conducted. The Company and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or in good standing would have a Material Adverse Effect. The Company has delivered to Parent prior to the execution of this Agreement complete and correct copies of its Certificate of Incorporation and Bylaws, as currently in effect. (b) Subsidiaries. Section 3.1(b) of the Company Disclosure Schedule sets forth the name, form of entity, and jurisdiction of incorporation of each of the Company's Subsidiaries as of the Effective Date. To the best of the Company's knowledge: (i) each of the Company's Subsidiaries is duly organized and validly existing in the jurisdiction of its formation, (ii) each material Subsidiary of the Company has all requisite power and authority to own or lease and operate its assets and carry on its business as presently conducted or proposed to be conducted, (iii) each Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified or in good standing would have a Material Adverse Effect, and (iv) all the outstanding shares of capital stock of, or other equity interests in, each Subsidiary have been validly issued and are fully paid and nonassessable and, other than as shown in Section 3.1(b) of the Company Disclosure Schedule, are owned directly or indirectly by the Company, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests, except for Holdings, LLC and certain foreign subsidiaries where less than 3% of the outstanding shares of such Subsidiary are not owned directly or indirectly by the Company. Except for the capital stock or other ownership interests of its Subsidiaries, the Company does not beneficially own directly or indirectly any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. Except for Holdings, LLC and certain foreign subsidiaries where less than 3% of the outstanding shares of such Subsidiary are not owned directly or indirectly by the Company, for each Subsidiary in which the Company does not own 100% of the capital stock or other ownership interest of the Subsidiary, the Company has the exclusive right to purchase or otherwise acquire all of the capital stock or other ownership interests of such Subsidiary held by other Persons. (c) Capital Structure. (i) The authorized capital stock of the Company consists of 1,122,165,275 shares of capital stock ("Company Stock") consisting of: (A) 5,000,000 shares of Company preferred stock, par value $.001, of which none are issued and outstanding; (B) 1,000,000,000 shares of Company Class A Common Stock, par value $.001, of which 7,427,546 shares are issued and outstanding; (C) 75,675,275 shares of Company Class B Common Stock, par value $.001, of which 75,675,275 shares are issued and outstanding; and (D) 41,490,000 shares of Company Class C Common Stock, par value $.001 of which 50,000 shares are issues and outstanding. (ii) The authorized capital stock of Holdings consists of US$500,000,000 consisting of: (A) 499,988,000 shares of Holdings Class A stock, par value US$1.00, of which 23,459,147 are issued and outstanding; and (B) 800 shares of Class B stock, par value US$15.00, all of which are issued and outstanding to the Company. B-5 307 (iii) The authorized and issued capital of LLC consists of 151,819,005 LLC units of which: (A) 23,459,947 LLC units are held by Holdings; (B) 100,419,058 LLC units are held by the Company; and (C) 27,940,000 LLC units are held by Motorola, Inc. (iv) As of the date of this Agreement, there were issued and outstanding: (A) warrants to purchase 1,500,000 shares of Company Class A Common Stock; (B) warrants to purchase 3,500,000 shares of Company Class C Common Stock; (C) options to purchase 10,000,000 shares of Company Class C Common Stock; and (D) Company Employee Options to purchase 14,391,160 shares of Company Class A Common Stock pursuant to the Company Stock Plans (of which options to purchase 10,545,121 shares of Company Class A Common Stock were exercisable). All outstanding shares and units of capital of the Company, Holdings and LLC have been, and all shares that may be issued pursuant to any Company Stock Plan will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable, and no class of capital stock of the Company is entitled to preemptive rights. (v) Except as provided above in this Section 3.1(c), as provided in the Teledesic Stockholders Agreement and for changes since the date of the Company Balance Sheet (as defined in Section 3.1(e)) resulting from the exercise of Company Options outstanding on such date (and the grant or award of Company Employee Options in the ordinary course of business and the exercise thereof), there are, and there will be on the Closing Date, (A) no other shares of capital stock, Company Options or other voting securities of the Company issued, reserved for issuance or outstanding except as authorized by Section 4.1(b), (B) no rights to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise; (C) no stock appreciation rights; (D) no securities of the Company (or any of its Subsidiaries) convertible into or exchangeable or exercisable for shares of capital stock, ownership interests, or voting securities of the Company (or its Subsidiaries); (E) no warrants, calls, option or other rights to acquire from the Company (or its Subsidiaries), and no obligation of the Company or any Subsidiary to issue, capital stock, voting securities or other ownership interests in or any securities convertible into or exchangeable for capital stock or voting securities of the Company or any Subsidiary of the Company. (vi) The Company has delivered to Parent a complete and correct list of the exercise price for each Company Option outstanding as of the date of this Agreement. (vii) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote, are issued or outstanding. (viii) As of the date of this Agreement, there were not any outstanding obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any outstanding securities of the Company or its Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. The Company is not a party to any voting agreement with respect to the voting of its securities, those of any Subsidiary of the Company, or any securities of any other Person. (d) Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of Company Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company, subject to receipt of Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes the legal, valid B-6 308 and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under: (i) the Certificate of Incorporation or Bylaws of the Company or the comparable organizational documents of any of its Subsidiaries; (ii) any material loan or credit agreement, note, bond, mortgage, indenture, lease or other Material Contracts applicable to the Company or any of its Subsidiaries or their respective properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate are not reasonably likely to (x) have a Material Adverse Effect on the Company; (y) impair the Company's ability to perform its obligations under this Agreement; or (z) prevent or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any court, administrative, regulatory or other governmental agency, commission, authority or instrumentality, foreign or domestic, or any non-governmental self-regulatory agency, commission or authority, foreign or domestic (each a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and any applicable filings and approvals under similar foreign antitrust laws and regulations; (2) filings with the Federal Communications Commission, Federal Trade Commission, National Aeronautics and Space Administration and International Telecommunication Union as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws and federal securities laws; and (4) such other consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate is not reasonably likely to (x) be material to the Company and its Subsidiaries; (y) impair in any material respect the Company's ability to perform its obligations hereunder; or (z) prevent or materially delay the consummation of any of the transactions contemplated hereby. (e) Absence of Undisclosed Liabilities. The audited financial statements of the Company as of and for the periods ended December 31, 1997 and 1998, and the unaudited financial statements of the Company as of and for the periods ended December 31, 1999 and March 31, 2000 have been delivered to Parent, and all such financial statements (i) comply as to form, as of their respective dates, in all material respects with applicable accounting requirements of the Financial Accounting Standards Board with respect thereto; (ii) have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as to the absence of footnotes and except for normal and non-material year-end adjustments and other non-material adjustments permitted thereby) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); and (iii) fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). There are no liabilities or obligations of the Company or any of its Subsidiaries, of any kind whatsoever, whether B-7 309 accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could or reasonably expected to result in such liability or obligation other than: (x) liabilities or obligations disclosed and provided for in the consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2000 (the "Company Balance Sheet") and the notes thereto; (y) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the date of the Company Balance Sheet; and (z) liabilities or obligations that, individually or in the aggregate, have not and would not be reasonably expected to have a Material Adverse Effect on the Company. (f) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement and except as disclosed in the Exhibits and Schedules included herein, since the date of the Company Balance Sheet, the Company and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not been (1) any Material Adverse Change in the Company; (2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of the Company's capital stock; (3) any split, combination or reclassification of any of the Company's capital stock, or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock; (4) (A) any granting by the Company or any of its Subsidiaries to any current or former director, executive officer or other employee of the Company or its Subsidiaries of any increase in compensation, bonus or other benefits other than option grants authorized by Section 4.1(b), except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements; (B) any granting by the Company or any of its Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements; (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or employee; or (D) any amendment to, or modification of, any Company Stock Option; (5) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the Company; (6) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Company materially affecting its reported financial condition or results of operation; or (7) any tax election that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the tax liability or tax attributes of the Company or any of its Subsidiaries or any settlement or compromise of any material tax liability. (g) Litigation. There is no suit, action or proceeding pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on the Company nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries having, or that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Company. (h) Compliance with Applicable Laws. The Company, its Subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations, consents, franchises and approvals of all Governmental Entities which are required for the operation of the businesses of the Company and its Subsidiaries, as presently conducted, including without limitation a license from the Federal Communications Commission to operate a constellation of non-geostationary space stations for the purpose of providing broadband fixed-satellite service (collectively, the "Company Permits"), except where the failure to have any such Company Permits, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are in compliance with the terms of the Company Permits and all applicable statutes, B-8 310 laws, ordinances, rules and regulations of any Governmental Entities, including but not limited to compliance with all foreign laws relating to securities and investments, and all other similar laws, rules and regulations, except where the failure so to comply individually or in the aggregate is not reasonably likely to have a Material Adverse Effect on the Company. Provided that the governmental approvals identified on the Company Schedule of Exceptions are obtained, the Merger, in and of itself, would not cause the revocation or cancellation of any Company Permits that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the Company. No action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any Person, in each case with respect to the Company or any of its Subsidiaries or any of their respective properties, is pending or, to the Knowledge of the Company, threatened, other than, in each case, those the outcome of which individually or in the aggregate are not reasonably likely (i) to have a Material Adverse Effect on the Company; or (ii) to impair the ability of the Company to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. (i) Contracts. Each material contract binding against the Company has been disclosed to Parent, and neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any loan or credit agreement, bond, note, mortgage, indenture, lease or other contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit or license to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate will not have a Material Adverse Effect on the Company. Section 3.1(i) of the Company Disclosure Schedule contains a complete list of each contract, agreement, obligation, commitment, arrangement or understanding, or any contract, agreement, obligation, commitment, arrangement or understanding between or among the Company or its Subsidiaries and any Affiliate of the Company, in either case, involving actual or potential obligations or commitments whether liquidated or contingent, of US$1,000,000 or more, that is currently in effect ("Material Contracts"). Each of the Material Contracts is valid, binding and in full force and effect. Neither the Company nor any of its Subsidiaries is a party to or bound by any non-competition agreement or any other similar agreement or obligation which purports to limit in any material respect the manner in which, or the localities in which, any portion of the business of the Company and its Subsidiaries, taken as a whole, is or may be conducted. To the Company's knowledge, no party having a contractual relationship with the Company is in breach of, nor has any event or condition of default occurred, with respect to any agreement or arrangement necessary to the conduct of the Company's business as conducted and as proposed to be conducted, except for breaches, events or conditions which, individually or in the aggregate, will not have a Material Adverse Effect on the Company. (j) Employee Benefit Plans. Except as disclosed in the Exhibits and Schedules included herein, neither the Company nor any of its Subsidiaries has established an "employee benefit plan" as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. (k) Taxes. (i) The Company, each Company Consolidated Group and, to the Company's Knowledge, each of its Subsidiaries, has filed all material Returns required to be filed by it, or requests for extensions to file have been granted and have not expired. All such Returns are complete and correct in all material respects. The Company, each Company Consolidated Group and, to the Knowledge of the Company, each of its Subsidiaries, has paid or caused to be paid (or the Company has paid on its behalf) all Taxes shown as due on such Returns or on subsequent assessments with respect thereto, and no other material Taxes are payable by the Company, its Subsidiaries or any Company Consolidated Group with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns) or with respect to any period prior to the date of this Agreement, except for Taxes for which an adequate reserve has been established therefor. Each of the Company, B-9 311 each Company Consolidated Group and, to the Knowledge of the Company, its Subsidiaries, has withheld and paid over all Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party. There are no Liens on any of the assets of the Company or, to the Company's Knowledge, its Subsidiaries with respect to Taxes, other than Liens for Taxes not yet due and payable or for Taxes that the Company, any Company Consolidated Group or, to the Company's Knowledge, its Subsidiaries is contesting in good faith through appropriate proceedings and for which appropriate reserves have been established. The most recent Company financial statements reflect an adequate reserve for all Taxes payable by the Company and its Subsidiaries and each Company Consolidated Group for all taxable periods and portions thereof accrued through the date of such financial statements. (ii) The Returns of the Company, its Subsidiaries and each Company Consolidated Group have never been audited by a government or taxing authority, nor to the Knowledge of the Company is any such audit pending. No deficiencies for any Taxes have been proposed, asserted or assessed in writing against the Company or any Company Consolidated Group or, to the Company's Knowledge, its Subsidiaries that are not adequately reserved for, except for deficiencies that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on the Company. None of the Company, its Subsidiaries, or any Company Consolidated Group has received written notice that it has not filed a Return or paid Taxes required to be paid by it. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of the Company, its Subsidiaries or any Company Consolidated Group. The Company, its Subsidiaries and each Company Consolidated Group have disclosed on its federal income Returns all positions taken therein that could give rise to a substantial understatement penalty within the meaning of Section 6662 of the Code. (iii) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has taken or agreed to take any action or has Knowledge of any fact, agreement or plan that would prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. (iv) Neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (x) in the two years prior to the date of this Agreement; or (y) in a distribution which could otherwise constitute part of a "plan" or "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the Merger. (l) Voting Requirements. The affirmative vote or consent of the (i) holders of a majority of the voting power of all outstanding shares of the Company Common Stock, and (ii) each holder of at least 20% of the outstanding shares of Company Class B Common Stock and shares of Company Class A Common Stock into which such shares Company Class B Common Stock have been converted voting at the Company Stockholders' Meeting to adopt this Agreement (collectively, the "Company Stockholder Approval") are the only votes or approvals of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby. (m) State Takeover Statutes. The Board of Directors of the Company (including the disinterested directors thereof) has unanimously (i) declared this Agreement to be advisable as contemplated under Section 251 of the DGCL and (ii) approved the terms of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement. Such approval constitutes approval of the Merger and the other transactions contemplated by this Agreement by the Company Board of Directors under the provisions of Section 203 of the DGCL and represents all the action necessary to ensure that such Section 203 does not apply to Parent in connection with the Merger and the other transactions contemplated by this Agreement. To the B-10 312 Knowledge of the Company, no other state takeover statute is applicable to the Merger or the other transactions contemplated hereby. (n) Brokers; Professional Fees. Except for fees owed to Lehman Brothers, which have been described to Parent, no broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. (o) Labor and Employment Matters. (1) There are no controversies pending or, to the Knowledge of the Company, threatened, between the Company or any Subsidiary and any of their respective employees; (2) neither the Company nor any Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to Persons employed by the Company or any Subsidiary, nor, to the Knowledge of the Company, have any activities or proceedings of any labor union or group of employees to organize any such employees; (3) neither the Company nor any Subsidiary has breached or failed to comply with any provision of any collective bargaining agreement or other labor union contract, and there are no grievances outstanding against the Company or any Subsidiary under such agreement or contract; (4) there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board, and to the Knowledge of the Company, there are no current union representation questions involving the employees of the Company or any Subsidiary; (5) there currently exists no work slowdown, work stoppage or lockout, nor to the Knowledge of the Company is any such matter threatened, by or with respect to the employees of the Company or its Subsidiaries; and (6) there are no contracts or agreements of the Company which provide for or guaranty any employee of the Company a specific term of employment. (p) Real Property and Assets. The Company and its Subsidiaries have all necessary right, title and interest in and to all of their real and personal property, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $1,000,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property. All real property owned or leased by the Company is owned or leased free and clear of all Liens, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $1,000,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property, and no such property is subject to any governmental decree or order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Knowledge of the Company is any such proceeding threatened. (q) Foreign Corrupt Practices Act. To the best of the Company's actual knowledge, without further inquiry, neither the Company nor any of its Subsidiaries has taken any action that is a violation of the Foreign Corrupt Practices Act of the United States of America (15 U.S.C. Section 78dd) and any successor legislation or statute thereto ("Foreign Corrupt Practices Act"). To the best of the Company's actual knowledge, without further inquiry, neither the Company, any its Subsidiaries, nor any of their respective officers, directors, employees, managers, shareholders, members, agents or representatives has offered, given, paid, authorized the payment of, or promised, directly or indirectly, any money, gift, promise or other thing of value to a Foreign Official (or to any other Person while knowing it will be offered, given or promised to a Foreign Official) for any unlawful or improper purpose including, by way of example but not limitation, influencing any act or decision of any such Person acting in his or her official capacity or inducing the Person to do or omit to do any action in violation of his or her lawful duty, or inducing such Person to use his or her influence with any government to affect or influence any act or decision of such government or instrumentality, in order to assist the Company to obtain or retain business for or with, or in directing business to, any Person. For the purposes of this Agreement, a "Foreign Official" shall be any officer or employee of any Governmental Entity, a member or official of a foreign political party or a candidate for political office in a foreign country. B-11 313 (r) Information Supplied by Company. The information to be supplied by the Company relating to the Company and its Subsidiaries to be contained in (a) the registration statement ("Registration Statement") to be prepared and filed with the SEC by Parent as described in Section 5.9, (b) any statement or filing required to be submitted by Parent or the Company to any state or federal regulatory agency, and (c) the proxy statement to be distributed in connection with the meeting of the Company's stockholders to vote on this Agreement and the Merger (the "Proxy Statement") (which Proxy Statement may be included as part of the Registration Statement) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (s) Fairness Opinion. The Independent Advisory Committee of the Company's board of directors has received a written opinion from its financial advisor, Lehman Brothers, dated as of the date hereof, to the effect that the consideration to be received by the Company's stockholders in connection with the Merger is fair to the Company's stockholders from a financial point of view and such opinion shall be delivered to Parent immediately following receipt of such opinion by the Company. SECTION 3.2 Representations and Warranties of Parent and Merger Sub. Except as set forth on the disclosure schedule delivered by Parent to the Company prior to the execution of this Agreement (the "Parent Disclosure Schedule") and making reference to the particular subsection of this Agreement to which exception is being taken, Parent and Merger Sub represent and warrant to the Company that the following statements are true and correct as of the date of this Agreement and (unless some other date is specified as of which the statement is made, in which case the statement is true and correct only as of such date) will be true and correct as of the Closing Date as if made on such date: (a) Organization, Standing and Corporate Power. Each of Parent, Merger Sub and Parent's other Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing, where applicable, under the laws of the jurisdiction in which it is organized and has all requisite corporate or other power, as the case may be, and authority to carry on its business as now being conducted, except for those jurisdictions where the failure to be so organized, existing or in good standing, where applicable, individually or in the aggregate is not reasonably likely to have a Material Adverse Effect on Parent. Each of Parent and Merger Sub is duly qualified or licensed to do business and is in good standing, where applicable, in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed or to be in good standing individually or in the aggregate is not reasonably likely to have a Material Adverse Effect on Parent. Parent has made available to the Company prior to the execution of this Agreement complete and correct copies of its Certificate of Incorporation and Bylaws, in each case as amended to date. (b) Capital Structure. (i) As of the date of this Agreement, the authorized capital stock of Parent consists of: (A) 900,000,000 shares of Parent Class A Common Stock, par value $.0001 per share ("Parent Class A Stock"), of which no shares are issued and outstanding; (B) 150,000,000 shares of Parent Class B Common Stock, par value $.0001 per share ("Parent Class B Stock"), of which 39,097,739 shares are issued and outstanding and subscriptions are outstanding for an additional 10,902,261 shares of Parent Class B Stock; and (C) 75,000,000 shares of Parent preferred stock, par value $.0001 per share ("Parent Preferred Stock"), of which no shares were issued and outstanding. (ii) As of the date of this Agreement, except as provided above or in Parent's Disclosure Schedule, there are no other options, warrants, calls, rights or agreements obligating the Parent to B-12 314 issue, deliver, sell, or cause to be issued, delivered or sold, any shares of Parent Class A Stock, Parent Class B Stock or Parent Preferred Stock or obligating Parent to grant, extend or enter into any such options, warrants, calls, rights or agreements. All outstanding shares of capital stock of Parent are, and all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. (iii) As of the date hereof, Parent is, and as of the Effective Time, will be, the record and beneficial owner of 100% of the issued and outstanding capital stock of Merger Sub. (c) Authority; Noncontravention. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, as applicable. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company and each of the other parties hereto, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against each of them in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub or any of Parent's other subsidiaries under: (i) the Certificate of Incorporation or Bylaws of Parent or Merger Sub or the comparable organizational documents of any of Parent's other Subsidiaries; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to Parent or Merger Sub or any of Parent's other Subsidiaries or their respective properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate are not (x) reasonably likely to have a Material Adverse Effect on Parent; or (y) reasonably likely to impair the ability of Parent or Merger Sub to perform its obligations under this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub or any of Parent's other Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations; (2) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws and federal securities laws; (3) filings with and approvals of any federal or other state regulatory agency as required under the Communications Act, or similar state act, and any rules, regulations, practices and policies promulgated thereunder; and (4) such other consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate is not reasonably likely to be material to Parent. (d) Operations of Parent. Parent was formed for the purpose of acquiring a controlling interest in the businesses of ICO Global Communications ("ICO") and the Company, and except as described in the Parent Disclosure Schedule, as of the date of this Agreement, has not engaged in any material business operations or entered into any material contract, agreement, obligation, commitment, arrangement or understanding. Except as set forth in Parent's Disclosure Schedule, as of the date of B-13 315 this Agreement, each of the contracts, agreements, obligations, commitments, arrangements and understandings of the Parent is valid and in full force and effect. (e) Operations of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and has, and as of the Effective Time, will have, engaged in no other business activities. (f) Litigation. As of the date of this Agreement, there is no suit, action or proceeding pending or, to the Knowledge of Parent, threatened against or affecting Parent or any of its Subsidiaries that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on Parent nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Parent or any of its Subsidiaries having, or which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. (g) Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent. (h) Information Supplied by Parent. The information to be supplied by Parent relating to Parent and its Subsidiaries to be contained in (a) the Registration Statement to be prepared and filed with the SEC by Parent as described in Section 5.9, (b) any statement or filing required to be submitted by Parent or the Company to any state or federal regulatory agency, and (c) the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (i) Absence of Undisclosed Liabilities. The unaudited financial statements of the Parent as of and for the period ended April 30, 2000, have been delivered to Company, and such financial statements (i) comply as to form, as of its date, in all material respects with applicable accounting requirements of the Financial Accounting Standards Board with respect thereto; (ii) have been prepared in accordance with GAAP (except as to the absence of footnotes and except for normal and non-material year-end adjustments and other non-material adjustments permitted thereby) applied on a consistent basis during the period involved (except as may be indicated in the notes thereto); and (iii) fairly present in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries, if any, as of the date thereof and the consolidated results of its operations and cash flows for the period then ended (subject to normal recurring year-end audit adjustments). Except as set forth in Parent's Disclosure Schedule, there are no liabilities or obligations of the Parent or any of its Subsidiaries, of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances that could or reasonably expect to result in such liability or obligations other than: (x) liabilities or obligation disclosed and provided for in the consolidated balance sheet of the Parent and its Subsidiaries as of April 30, 2000 (the "Parent Balance Sheet") and the notes thereto; (y) liabilities or obligations incurred in the ordinary course of business consistent with past practices since the date of the Parent Balance Sheet; and (z) liabilities or obligations that, individually or in the aggregate, have not and would not be reasonably expected to have a Material Adverse Effect on the Parent. (j) Absence of Certain Changes or Events. Except for liabilities incurred in connection with this Agreement and except as disclosed in the Exhibits and Schedules included herein, since the date of the Parent Balance Sheet, the Parent and its Subsidiaries have conducted their business only in the ordinary course consistent with past practice, and there has not been (1) any Material Adverse Change in the Parent; (2) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property ) with respect to any of the Parent's capital stock; (3) any split, combination or reclassification of any of the Parent's capital stock, or (4) (A) any granting by the Parent or any of its Subsidiaries to any current or former director, executive officer or other employee of the Parent or its Subsidiaries of any increase in compensation, bonus or other B-14 316 benefits, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent audited financial statements; (B) any granting by the Parent or any of its Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, except as was required under any employment, severance or termination agreements in effect as of the date of the most recent audited financial statements; (C) any entry by the Parent or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or employee; or (D) any amendment to, or modification of, any Parent Stock Plan; (5) any damage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the Parent; (6) except insofar as may have been required by a change in GAAP, any change in accounting methods, principles or practices by the Parent materially affecting its reported financial condition or results of operation; or (7) any tax election that individually or in the aggregate is reasonably likely to have a Material Adverse Effect on the tax liability or tax attributes of the Parent or any of its Subsidiaries or any settlement or compromise of any material tax liability. ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS SECTION 4.1 Conduct of Business by the Company. Except as set forth in Section 4.1(a) of the Company Disclosure Schedule, as otherwise expressly contemplated by this Agreement or as consented to by Parent, which consent shall not be unreasonably withheld, during the period from the date of this Agreement to the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and the Company's written business plan as approved by the Company's Board of Directors and Parent (the "Business Plan"), and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as set forth in Section 4.1(a) of the Company Disclosure Schedule, the Business Plan or as consented to in writing by Parent, the Company shall not, and shall not permit any of its Subsidiaries to: (a) other than (i) dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned Subsidiary of the Company to its Parent and (ii) the conversion of interests in one or more Subsidiaries for shares of the Company's common stock as expressly provided for in the Teledesic Stockholders Agreement: (x) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock; (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (z) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) issue, deliver, sell, grant, pledge or otherwise encumber or subject to any Lien any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than the issuance of shares of Company Common Stock upon the exercise of Company Options outstanding as of the date hereof in accordance with their terms on the date hereof); provided that the Company may, subject to approval by the Compensation Committee of the Company's Board of Directors, issue options to purchase Company Common Stock under the Company Stock Plans at an exercise price equal to or greater than $8.25 per share; B-15 317 (c) except as otherwise provided in this Agreement, amend or otherwise modify the Company's Certificate of Incorporation, Bylaws or other comparable organizational documents; (d) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Person, other than purchases in the ordinary course of business consistent with past practice; (e) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets (including securitizations), other than in the ordinary course of business consistent with past practice; (f) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business (or to refund existing or maturing indebtedness) consistent with past practice and except for intercompany indebtedness between the Company and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries; or make any loans, advances or capital contributions to, or investments in, any other Person; (g) make or agree to make any new capital expenditure or expenditures; (h) make any tax election that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on the tax liability or tax attributes of the Company or any of its Subsidiaries or settle or compromise any material tax liability; (i) pay, discharge, settle or satisfy any claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities recognized or disclosed in the most recent consolidated financial statements (or the notes thereto) of the Company or incurred since the date of such financial statements, or waive the benefits of, or agree to modify in any manner, any standstill or similar agreement to which the Company or any of its Subsidiaries is a party; (j) adopt or amend any Company Benefit Plan or Company Stock Plans, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable "at will"), pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants other than in the ordinary course of business, consistent with past practice, except as approved by the Compensation Committee of the Company's Board of Directors (which includes retention payments previously approved by the Compensation Committee); (k) take any action or fail to take any action that would cause the representations and warranties set forth in Section 3.1 no longer to be true and correct except as expressly permitted in this Section 4.1; or (l) authorize, or commit or agree to take, any of the foregoing actions. SECTION 4.2 Changes to Parent's Certificate of Incorporation. Until the Effective Time, except as consented to in writing by Company, Parent shall not amend or otherwise modify Parent's Certificate of Incorporation in any manner that increases the rights, preferences or privileges of the Parent Class B Stock relative to those of the Parent Class A Stock. SECTION 4.3 Advice of Changes. The Company and Parent shall promptly advise the other party orally and in writing to the extent it has Knowledge of (i) any representation or warranty made by it (and, B-16 318 in the case of Parent, made by Merger Sub) contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect; or (ii) the failure of it (and, in the case of Parent, of Merger Sub) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; and (iii) any change or event having, or which is reasonably likely to have, a Material Adverse Effect on such party or on the truth of its respective representations and warranties or the ability of the conditions set forth in Article VI to be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. ARTICLE V ADDITIONAL AGREEMENTS SECTION 5.1 Stockholders' Meeting. Unless this Agreement has been terminated pursuant to Article VII, the Company shall, as soon as practicable following the earlier of the date upon which the Registration Statement and Proxy Statement become effective with the SEC, either (i) obtain the written consent of its stockholders approving this Agreement, the Merger and the other transactions contemplated hereby; or (ii) establish a record date (which shall be as soon as practicable following the date of this Agreement) for, duly call, give notice of, convene and hold the Company Stockholders' Meeting for the purpose of obtaining Company Stockholder Approval. SECTION 5.2 Reasonable Efforts. Unless this Agreement has been terminated pursuant to Article VII, upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement including using reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions to Closing to be satisfied; (ii) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by any Governmental Entity; (iii) the obtaining of all necessary consents, approvals or waivers from third parties; and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, neither Parent nor any of its Affiliates shall be required to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets or lines of business of Parent, any of its Affiliates, or the Company, or the holding separate of the shares of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or its Subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of the Company. SECTION 5.3 Stock Options and Warrants. (a) As soon as practicable following the date of this Agreement, the Board of Directors of Parent shall adopt such resolutions or take such other actions as may be required to effect the following: (i) assume all outstanding Company Options, whether vested or unvested. Pursuant to the assumption of the Company Options, as of the Effective Time, each assumed Company Option shall be adjusted and converted into an option or warrant, respectively, to acquire, on substantially the same terms and conditions, a corresponding number of shares of Parent Class A Stock (rounded down to the nearest whole share). To determine the appropriate number of shares of Parent Class A Common B-17 319 Stock subject to the assumed Company Options, the parties shall multiply the number of shares of Company Common Stock subject to each Company Option by the Exchange Ratio. Similarly, each assumed Company Option shall have an adjusted exercise price for the acquisition of each share of Parent Class A Stock, which price shall be calculated by dividing the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Option prior to its assumption by the Exchange Ratio, provided that such adjusted exercise price shall be rounded up to the nearest whole cent; and (ii) assume and make such changes to the Company Stock Plans as Parent and the Company may agree are appropriate to give effect to the Merger. (b) To the extent requested by Parent, the Company shall coordinate the assumption by Parent of the Company Stock Plans and Company Employee Options as contemplated by this Section 5.3. (c) The adjustments provided herein with respect to any Company Employee Options that are "incentive stock options" as defined in Section 422 of the Code shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code. (d) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Stock Options appropriate notices setting forth such holders' rights or such Company Options and the agreements evidencing the grants of such Company Options and that such Company Options and agreements shall be assumed by Parent and shall continue in effect on substantially the same terms and conditions (subject to the adjustments required by this Section 5.3 after giving effect to the Merger). (e) Except as otherwise contemplated by this Section 5.3 and except to the extent required under the respective terms of the Company Options, all restrictions or limitations on transfer and vesting with respect to Company Employee Options awarded under the Company Stock Plans or any other plan, program or arrangement of the Company or any of its Subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by Parent as set forth above. SECTION 5.4 Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective Certificates of Incorporation or Bylaws (or comparable organizational documents) and any indemnification agreements of the Company, the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 5.4. (c) The provisions of this Section 5.4: are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives; and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. SECTION 5.5 Fees and Expenses. Except as provided in this Section 5.5, all fees and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated, except that each of Parent and the Company shall bear and pay one-half of the filing fees for the premerger notification and report forms under the HSR Act. B-18 320 SECTION 5.6 Public Announcements. Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review, comment upon and concur with, any press release or other public statements with respect to the transactions contemplated by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as either party may determine is required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national trading system. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. SECTION 5.7 HSR Act Filing. Parent and the Company each will make or cause to be made an appropriate filing of a Notification and Report form pursuant to the HSR Act, and any applicable filings under any similar foreign antitrust laws and regulations, no later than fifteen (15) Business Days after the date of this Agreement. Each such filing will request early termination of the waiting period imposed by the HSR Act. The Company and Parent each will use its best reasonable efforts to respond or cause a response to be made as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Entity in connection with antitrust matters; provided however, that nothing contained herein will be deemed to preclude either the Company or Parent from negotiating reasonably with any Governmental Entity regarding the scope and content of any such requested information and documentation. The Company and Parent will each use their respective reasonable best efforts to overcome any objections that may be raised by the FTC, the Antitrust Division or any other Governmental Entity having jurisdiction over antitrust matters. Notwithstanding the foregoing or any other provision of this Agreement, neither Parent, nor any of its Affiliates, shall be required to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets, categories of assets or lines of business of Parent, any of its Affiliates, or the Company, or the holding separate of the shares of the Company Common Stock or imposing or seeking to impose any limitation on the ability of Parent or its Subsidiaries or Affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of the Company. SECTION 5.8 Tax Treatment. Each of Parent and the Company shall use reasonable efforts to cause the Merger to qualify as a reorganization under the provisions of Section 368 of the Code and to obtain the opinions of counsel referred to in Sections 6.2(c) and 6.3(c), including the execution of the letters of representation referred to therein. SECTION 5.9 Registration Statement. (a) As promptly as practicable, Parent shall prepare and file with the SEC the Registration Statement with respect to the shares of Parent Class A Stock to be issued in the Merger, and Parent shall use all commercially reasonable efforts to have such Registration Statement declared effective with respect to such shares of Parent Class A Stock. A portion of the Registration Statement will also serve as the Proxy Statement with respect to the meeting of the Company stockholders in connection with the Merger. Parent and the Company will consult with and cooperate with each other in preparation of the Registration Statement. Parent and the Company will each cause the Registration Statement and the Proxy Statement, respectively, to comply as to form with the requirements of the Securities Act, the Exchange Act and other applicable federal or state securities laws. All costs and filing fees associated with the Registration Statement and the Proxy Statement, including but not limited to attorneys fees, printing and mailing costs, and registration fees, will be paid one-half by each of Parent and the Company. (b) The Company shall furnish Parent with all information concerning the Company and the holders of its capital stock, and Parent shall furnish the Company with all information concerning Parent and Merger Sub, as may be required to be disclosed in the Registration Statement and the Proxy Statement, respectively. The Company shall take such other action as Parent may reasonably request in connection B-19 321 with the Registration Statement and issuance of shares of Parent Class A Stock. Parent shall take such other action as the Company may reasonably request in connection with the Proxy Statement. (c) Parent shall use all commercially reasonable efforts to take any action required to be taken by an issuer under state securities or blue sky laws in connection with the issuance of the shares of Parent Class A Stock pursuant hereto. Section 5.10 Adoption of Severance Policy. As soon as practicable following the date of this agreement, the Board of Directors of Parent will adopt the Company's Layoff Benefit Policy as approved by the Compensation Committee of the Company's Board of Directors. Section 5.11 Further Assurances. The Company shall deliver, or shall cause to be delivered, in accordance with the terms of any note, indenture, credit agreement, warrant or other financing instrument or preferred stock, as promptly as possible after the date hereof but in no event less than fifteen (15) days prior to the Effective Time, any notice of the Merger or the transactions contemplated by this Agreement. Section 5.12 ICO Merger. Prior to the Effective Date, Parent will not enter into an agreement with the newly reorganized ICO providing for a merger of ICO with or into Parent or a Subsidiary of Parent, unless such agreement provides for a valuation of Parent of $9.50 per share or greater on a fully diluted basis; provided, however, that any such merger agreement may otherwise contain such terms as are acceptable to Parent in its sole discretion. ARTICLE VI CONDITIONS PRECEDENT Section 6.1 Conditions to Each Party's Obligation To Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction, or waiver by each party, on or prior to the Closing Date of the following conditions: (a) Company Stockholder Approval. Company Stockholder Approval shall have been obtained. (b) HSR Act. The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired and all material foreign antitrust approvals required to be obtained prior to the Merger in connection with the transactions contemplated hereby shall have been obtained. (c) Governmental Approvals. All consents, approvals or orders of authorization of, or actions by any Governmental Entities shall have been obtained, and all registrations, declarations or filings with any Governmental Entities shall have been made, except in each case for those the failure of which to obtain or make, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company or Parent. (d) Required Third-Party Consents. All necessary consents, approvals or waivers from third parties to the Merger or the transactions contemplated hereby shall have been obtained, except for those the failure of which to obtain, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect on the Company or Parent. (e) No Litigation. No judgment, order, decree, statute, law, ordinance, rule or regulation entered, enacted, promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction or other legal restraint or prohibition (collectively, "Restraints") shall be in effect enjoining or otherwise prohibiting the consummation of the Merger or which otherwise is reasonably likely to have a Material Adverse Effect on the Company or Parent. (f) ICO Bankruptcy. ICO shall have emerged from bankruptcy in the Bankruptcy Court for the District of Delaware pursuant to a court and creditor-approved plan of reorganization in which Parent or its affiliate, Eagle River Investments, L.L.C. ("Eagle River"), receives a majority of the voting power in the emerged ICO. B-20 322 (g) Registration Statement. The Registration Statement and/or Proxy Statement shall have become effective with respect to the shares of Parent Class A Common Stock to be issued in the Merger in accordance with the provisions of the Securities Act, and shall be effective at the Effective Time, no stop order suspending effectiveness of the Registration Statement or Proxy Statement shall have been issued, and no action, suit, proceedings or investigation by the SEC to suspend the effectiveness thereof shall have been initiated and be continuing or, to the knowledge of Parent or Company, threatened. (h) Blue Sky Approvals. All necessary approvals under federal and state securities or blue sky laws and other authorizations relating to the issuance of the Parent Class A Stock to be issued to the Company stockholders in connection with the Merger shall have been received. (i) Stockholders Agreements. Each of the parties to the Teledesic Stockholders Agreement (a) shall have signed the Parent Stockholders Agreement (provided that the foregoing condition shall not be a condition to the Company's obligation to close the Merger, and such condition may be waived solely by Parent); (b) shall have agreed to terminate the Teledesic Stockholders Agreement and release the Company (including its officers, directors, stockholders, managers, agents and representatives) from any claims that such parties may have against the Company; and (c) shall have irrevocably waived their rights under the Teledesic Stockholders Agreement to convert shares of Company Common Stock into shares of Holdings. (j) No Default Under Commitment Documents. Neither Parent nor Eagle River shall have materially defaulted in their funding obligations, and such default shall remain uncured, under: (a) the Credit Agreement, between ICO, Eagle River and the other lenders thereunder and Credit Suisse First Boston Management Corporation, as Agent, dated as of November 8, 1999, as amended to the date hereof, (b) the Definitive Agreement dated as of February 4, 2000 between Eagle River and ICO (the "Definitive Agreement") and (c) the Assumption Agreement dated as of February 9, 2000 between Parent and Eagle River. (k) Tranche II and Exit Financing. Parent and/or Eagle River shall have funded their respective obligations under the Definitive Agreement in connection with the Reorganization Plan (as that term is defined in the Definitive Agreement). (l) Bring-Down Capitalization Tables. No later than three days prior to Closing, the Company shall deliver to Parent an updated version of Schedule 3.1(c) ("Capital Structure") to the Company Disclosure Schedule, which shall be deemed an amendment to Schedule 3.1(c) thereto, and Parent shall deliver to the Company an updated version of Schedule 3.2(b) ("Capital Structure") to the Parent Disclosure Schedule, which shall be deemed an amendment to Schedule 3.2(b) thereto. (m) Appraisal Rights. The holders of no more than five percent (5%) of the Company Common Stock shall have exercised statutory appraisal rights as set forth in the DGCL in connection with the Merger. (n) Motorola Contracts and Waivers. The following agreements with Motorola shall have been terminated: (i) the Rights Agreement, dated July 15, 1998, between the Company, Holdings, and Motorola, (ii) the Exclusivity Agreement, dated as of July 15, 1998, among Motorola, the Company, LLC, Holdings and Eagle River, as amended and restated on June 30, 1999, and (iii) the Exchange Agreement, dated July 15, 1998, among the Company, LLC, Motorola and Motorola International Development Corporation, as amended and restated. In addition, Motorola shall have waived its special rights with respect to the allocation of items of income and loss in the Amended and Restated Limited Liability Company Agreement of LLC. (o) Assignment of Licenses. Motorola, and its applicable subsidiaries and affiliates, shall have assigned to the Company, without further consideration or condition, but subject to FCC approval, the Millennium License, the Celestri LEO application, the Celestri GEO application, and the M-Star application, as such terms are defined in the Combination Agreement dated July 15, 1998, between the Company, LLC and Motorola. B-21 323 SECTION 6.2 Conditions to Obligations of Parent and Merger Sub. The obligation of Parent and Merger Sub to effect the Merger is further subject to satisfaction or waiver of the following conditions: (a) Representations and Warranties. The representations and warranties of the Company set forth herein qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. (c) Tax Opinion. Parent shall have received an opinion of Davis Wright Tremaine LLP in form and substance reasonably satisfactory to Parent dated the Closing Date, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization described in Section 368(a) of the Code, and (ii) each of Parent, the Company, and Merger Sub will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel will be entitled to rely upon representations of officers of Parent and the Company, including representations in substantially the same form as Exhibits A and B. (d) Purchase of Holdings Shares. Each of the stockholders of Holdings, other than the Company, shall have effective as of the Closing, sold all of their interests in Holdings to Parent. (e) Conversion of LLC Interests. Motorola shall have converted all of its non-voting interest in LLC into Class C shares of the Company pursuant to the terms of the Exchange Agreement dated July 15, 1998 by and between the Company, LLC and Motorola. (f) No Material Adverse Changes. There shall have not been since the date of this Agreement, any Material Adverse Change with respect to the operations, financial condition, assets, liabilities, business or prospects of the Company and its business. SECTION 6.3 Conditions to Obligations of the Company. The obligation of the Company to effect the Merger is further subject to satisfaction or waiver of the following conditions: (a) Representations and Warranties. The representations and warranties of Parent and Merger Sub set forth herein qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the date hereof and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). (b) Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. (c) Tax Opinions. The Company shall have received an opinion of Jones, Day, Reavis & Pogue in form and substance reasonably satisfactory to the Company dated the Closing Date, to the effect that (i) the Merger will be treated for federal income tax purposes as a reorganization described in Section 368(a) of the Code, and (ii) each of Parent, the Company, and Merger Sub will be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, such counsel will be entitled to rely upon representations of officers of the Company and Parent, including representations of officers of the Company and Parent in substantially the same form as Exhibits A and B. (d) No Material Adverse Changes. There shall have not been since the date of this Agreement, any Material Adverse Change with respect to the operations, financial condition, assets, liabilities, business or prospects of the Parent and its business. B-22 324 (e) Capitalization of Parent and its Subsidiaries. The aggregate amount of equity capital ("Capital") raised by Parent from its inception, plus the sum of all Capital raised by New ICO pursuant to the Exit Financing (as that term is defined in the Definitive Agreement) from any source other than Parent and/or Eagle River, plus all Capital raised in any subsequent New ICO financings, shall be not less than US$1,000,000,000. The value of any shares of Holdings that may be acquired by Parent shall be zero for purposes of determining the amount of Capital raised by Parent. The value of any investment made by the Company in Parent shall also not be included in the amount of Capital raised by Parent and/or New ICO. The average price per share paid for shares of Parent capital stock sold by Parent between the date of this Agreement and the Closing shall be not less than US$9.50 per share, adjusted for stock splits, reverse stock splits, recapitalizations and other similar events (excluding all shares sold in connection with the exercise of options and warrants outstanding as of the date of this Agreement, and those which may be granted pursuant to Parent Stock Plans). The average price per share paid for shares of New ICO sold subsequent to the closing of the Exit Financing shall be not less than $19.85 per share, adjusted for stock splits, reverse stock splits, recapitalizations and other similar events (excluding shares that may be granted pursuant to stock option plans and all shares to be issued pursuant to the Plan of Reorganization). The average price per share will be based upon the cash price paid, plus the fair market value of any consideration other than cash as determined at the time of contribution of such consideration. ARTICLE VII TERMINATION, AMENDMENT AND WAIVER SECTION 7.1 Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after Company Stockholder Approval: (a) by mutual written consent of Parent, Merger Sub and the Company. (b) by either Parent or the Company: (i) if the Merger shall not have been consummated by March 31, 2001; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to any party whose failure to perform any of its obligations under this Agreement results in the failure of the Merger to be consummated by such time; (ii) if (A) there shall be any law or regulation that makes consummation of the Merger illegal or otherwise prohibited or (B) any judgment, injunction, order or decree of any court or other Governmental Entity having competent jurisdiction enjoining Parent and the Company from consummating the Merger is entered and such judgment, injunction or order shall have become final and non-appealable; (iii) if, a Company Stockholders' Meeting is duly convened and finally adjourned without Company Stockholder Approval being obtained; (iv) if any Restraint having any of the effects set forth in Section 6.1(e) shall be in effect and shall have become final and nonappealable. (c) by Parent, if the Company shall have misrepresented, breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement (a "Company Default"), which Company Default would give rise to the failure of a condition set forth in Section 6.2(a) or (b) at the time of such Company Default; provided that if such Company Default is curable by the Company through the exercise of commercially reasonable efforts, then Parent may not terminate this Agreement under this Section 7.1(c) until twenty (20) days after delivery of written notice to the Company of the Company Default if such Company Default is then continuing, or prior to the end of such 20-day period if the Company fails to continuously exercise commercially reasonable efforts to cure the Company Default. B-23 325 (d) by the Company, if (i) Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement ("Parent Default"), which Parent Default would give rise to the failure of a condition set forth in Section 6.3(a) or (b) at the time of such Parent Default; provided that if such Parent Default is curable by Parent through the exercise of commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 7.1(d) until twenty (20) days after delivery of written notice to Parent of the Parent Default if such Parent Default is then continuing, or prior to the end of such 20-day period if Parent fails to continuously exercise commercially reasonable efforts to cure the Parent Default or (ii) the Company receives a binding bona fide offer or proposal from a third party relating to an acquisition of the Company or the purchase of all or substantially all of the assets of the Company and the board of directors of the Company or the Independent Advisory Committee of the board of directors determines in good faith based on the advice of outside counsel that failure to so terminate would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law. SECTION 7.2 Effect of Termination. In the event of termination of this Agreement by either the Company or Parent as provided in Section 7.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent or the Company, other than the provisions of this Section 7.2 and Article VIII, which provisions survive such termination, and except to the extent that such termination results from the breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement. No termination of this Agreement shall relieve any party from any liability arising from the breach by any party of any of its representations, warranties, covenants or agreements set forth in this Agreement. SECTION 7.3 Amendment. This Agreement may be amended by the parties at any time before or after Company Stockholder Approval; provided, however, that after any such approval, there shall not be made any amendment that by law requires further approval by the stockholders of the Company or of Parent without such approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. SECTION 7.4 Extension; Waiver. At any time prior to the Effective Time, a party may (a) extend the time for the performance of any of the obligations or other acts of the other parties; (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement; or (c) subject to the proviso of Section 7.3, waive compliance by the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. SECTION 7.5 Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 7.1, an amendment of this Agreement pursuant to Section 7.3 or an extension or waiver pursuant to Section 7.4 shall, in order to be effective, require, in the case of Parent or the Company, action by its Board of Directors or, with respect to any amendment to this Agreement, the duly authorized committee of its Board of Directors to the extent permitted by law. ARTICLE VIII GENERAL PROVISIONS SECTION 8.1 Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time. This Section 8.1 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time. SECTION 8.2 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, telecopied (which is B-24 326 confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to Parent or Merger Sub, to: New Satco Holdings, Inc. 2300 Carillon Point Kirkland, WA 98033 Telecopier: (425) 828-8060 Attn: C. James Judson, Esq. With a copy to: Davis Wright Tremaine LLP 2300 Wells Fargo Tower 1300 SW Fifth Avenue Portland, Oregon 97201 Telecopier: (503) 778-5299 Attn: Benjamin G. Wolff, Esq. And if to the Company, to Teledesic Corporation 1445 120th Avenue N.E. Bellevue, WA 98005 Telecopy No.: (425) 602-6470 Attention: Dennis James, Esq. with a copy to: Perkins Coie, LLP 1201 Third Avenue, 40th Floor Seattle, WA 98101 Telecopy No.: (206) 583-8500 Attention: Linda Schoemaker, Esq. SECTION 8.3 Definitions. For purposes of this Agreement: (a) An "Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise; (b) "Agreement" shall mean this Agreement and Plan of Merger and any and all exhibits and schedules and amendments hereto. (c) "Antitrust Division" shall have the meaning specified in Section 5.7. (d) "Business Day" means any day other than Saturday, Sunday or any other day on which banks are legally permitted to be closed in New York City. (e) "Certificate of Merger" shall have the meaning specified in Section 1.3. (f) "Certificates" shall have the meaning specified in Section 2.2(a). (g) "Closing" shall have the meaning specified in Section 1.2. B-25 327 (h) "Closing Date" shall have the meaning specified in Section 1.2. (i) "Code" shall mean the Internal Revenue Code of 1986, as amended. (j) "Company" shall mean Teledesic Corporation, a Delaware corporation. (k) "Company Balance Sheet" shall have the meaning specified in Section 3.1(e). (l) "Company Common Stock" shall have the meaning specified in Recital A of this Agreement. (m) "Company Consolidated Group" means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law that the Company (or any Subsidiary of the Company) is or has ever been a member of with which the Company files, has filed or is or was required to file an affiliated, consolidated, combined, unitary or aggregate Return. (n) "Company Default" shall have the meaning specified in Section 7.2(c). (o) "Company Disclosure Schedule" shall have the meaning specified in Section 3.1. (p) "Company Employee Options" means the options to purchase shares of Company Class A Common Stock granted or to be granted to current or former officers, directors, employees or consultants of the Company or its Subsidiaries under the Company Stock Plans. (q) "Company Options" shall have the meaning specified in Section 2.1(c). (r) "Company Permits" shall have the meaning specified in Section 3.1(h). (s) "Company Stock" shall have the meaning specified in Section 3.1(c). (t) "Company Stock Plans" means the plans and arrangements providing for the grant of options or warrants for the purchase of shares of Company Stock including (i) the Restated 1994 Stock Option/Stock Issuance Plan, (ii) the Restated 1996 California Stock Option/Stock Issuance Plan, (iii) the 1990 Supplemental Stock Option Plan, (iv) the outstanding warrants dated December 6, 1996 for the purchase of an aggregate of 1,500,000 shares of Company Class A Common Stock, (v) the warrants dated June 30, 1999 for the purchase of an aggregate of 3,500,000 shares of Company Class C Common Stock and (vi) any new plan or arrangement adopted by the Compensation Committee of the Company's Board of Directors. (u) "Company Stockholder Approval" shall have the meaning specified in Section 3.1(l). (v) "DGCL" shall mean the Delaware General Corporation Law. (w) "Dissenting Shares" shall have the meaning specified in Section 2.3. (x) "Eagle River" shall have the meaning specified in Section 6(f). (y) "Effective Time" shall have the meaning specified in Section 1.3. (z) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (aa) "Exchange Ratio" shall have the meaning specified in Section 2.1(a). (bb) "Foreign Corrupt Practices Act" shall have the meaning specified in Section 3.1(q). (cc) "Foreign Official" shall have the meaning specified in Section 3.1(q). (dd) "FTC" shall have the meaning specified in Section 5.7. (ee) "GAAP" shall have the meaning specified in Section 3.1(e). (ff) "Governmental Entity" shall have the meaning specified in Section 3.1(d). (gg) "Holdings" shall mean Teledesic Holdings Limited, a Bermuda corporation. B-26 328 (hh) "HSR Act" shall have the meaning specified in Section 3.1(d). (ii) "ICO" shall have the meaning specified in Section 3.2(d). (jj) "Knowledge" of any Person that is not an individual means, with respect to any specific matter, the actual knowledge of such Person's executive officers and other officers having primary responsibility for such matter, together with such knowledge as would be obtained in the conduct of their duties in the ordinary course and in the exercise of reasonable inquiry under the circumstances; (kk) "Liens" shall have the meaning specified in Section 3.1(b). (ll) "LLC" shall mean Teledesic LLC, a Delaware limited liability company. (mm) "Material Adverse Change" or "Material Adverse Effect" means, when used in connection with the Company or Parent, any change, effect, event, occurrence or state of facts that is, or is reasonably likely to be, materially adverse to the business, financial condition, assets, results of operations or prospects of such party and its subsidiaries taken as a whole, other than any change, effect, event, occurrence or state of facts relating to the economy in general. (nn) "Material Contracts" shall have the meaning specified in Section 3.1(i) of this Agreement. (oo) "Merger" shall have the meaning specified in Recital A of this Agreement. (pp) "Merger Consideration" shall have the meaning specified in Section 2.1(a). (qq) "Merger Sub" shall mean New Satco Holdings Merger Sub, Inc., a Delaware corporation. (rr) "Motorola" shall mean Motorola, Inc., a Delaware corporation. (ss) "NASDAQ" shall mean the Nasdaq National Market. (tt) "Parent" shall mean New Satco Holdings, Inc., a Delaware corporation. (uu) "Parent Balance Sheet" shall have the meaning specified in Section 3.2(i). (vv) "Parent Class A Stock" shall have the meaning specified Section 3.2(b). (ww) "Parent Class B Stock" shall have the meaning specified in Section 3.2(b). (xx) "Parent Default" shall have the meaning specified in Section 7.1(d). (yy) "Parent Disclosure Schedule" shall have the meaning specified in Section 3.2. (zz) "Parent Preferred Stock" shall have the meaning specified in Section 3.2(b). (aaa) "Parent Stock Plans" shall have the meaning specified in Section 5.3(a). (bbb) "Person" means an individual, corporation, partnership, limited liability Company, joint venture, association, trust, unincorporated organization or other entity; (ccc) "Proxy Statement" shall have the meaning specified in Section 3.1(r). (ddd) "Recapitalization Event" shall have the meaning specific in Section 2.1(d). (eee) "Registration Statement" shall have the meaning specified in Section 3.1(r). (fff) "Restraints" shall have the meaning specified in Section 6.1(e). (ggg) "Returns" means all reports, estimates, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with, any Taxes, including information returns or reports with respect to backup withholding and other payments to third parties. (hhh) "Securities Act" shall mean the Securities Act of 1933, as amended. (iii) A "Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership, membership or partnership interests of which is sufficient to elect at least a B-27 329 majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. (jjj) "Surviving Corporation" shall have the meaning specified in Section 1.1. (kkk) "Taxes" shall mean all (x) taxes, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limitation, all income or profits taxes (including but not limited to federal and state income taxes), real property gains taxes, payroll and employee withholding taxes, unemployment insurance taxes, social security taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers' compensation, Pension Benefit Guaranty Corporation premiums, and other taxes or charges (y) liability for the payment of any amounts of the type described in (x) as a result of being a member of an affiliated, consolidated, combined or unitary group; and (z) liability for the payment of any amounts as a result of being party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (x) or (y). (lll) "Teledesic Stockholders Agreement" shall mean the Stockholders Agreement, dated April 29, 1999, as amended, by and among the Company, LLC, Holdings and their principal equity holders. SECTION 8.4 Interpretation. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent; and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. SECTION 8.5 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. SECTION 8.6 Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement; and (b) except for the provisions of Article II, are not intended to confer upon any Person other than the parties any rights or remedies. SECTION 8.7 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the laws that might otherwise govern under applicable principles of conflict of laws thereof. SECTION 8.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either of B-28 330 the parties hereto without the prior written consent of the other party. Any assignment in violation of the preceding sentence shall be void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. SECTION 8.9 Enforcement. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Federal court located in the State of Delaware or in Delaware state court, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the Personal jurisdiction of any Federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that it will not attempt to deny or defeat such Personal jurisdiction by motion or other request for leave from any such court; and (c) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Federal court sitting in the State of Delaware or a Delaware state court. SECTION 8.10 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 8.11 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. B-29 331 IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. New Satco Holdings, Inc. By: /s/ WILLIAM D. HOGLAND ----------------------------------------------------- Name: William D. Hogland ---------------------------------------------------- Title: President ---------------------------------------------------- New Satco Holdings Merger Sub, Inc. By: /s/ WILLIAM D. HOGLAND ----------------------------------------------------- Name: William D. Hogland ---------------------------------------------------- Title: President ---------------------------------------------------- Teledesic Corporation By: /s/ DENNIS JAMES ----------------------------------------------------- Name: Dennis James ---------------------------------------------------- Title: President ---------------------------------------------------- B-30 332 EXHIBIT A OFFICER'S CERTIFICATE -- PARENT NEW SATCO OFFICER'S CERTIFICATE The undersigned, New Satco Holdings, Inc., a Delaware corporation ("Parent"), in connection with the opinion as to certain tax matters to be delivered by Davis Wright Tremaine LLP pursuant to Section 6.2(c) and the opinion as to certain tax matters to be delivered by Jones, Day, Reavis & Pogue pursuant to Section 6.3(c) of the Agreement and Plan of Merger (the "Agreement")* dated as of May [ ], 2000 among Parent, New Satco Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Teledesic Corporation, a Delaware corporation ("Company"), recognizing that said law firms will rely on this Certificate in delivering said opinions, hereby certifies that the facts that relate to the Merger and related transactions, as set forth in the Agreement, including without limitation the facts set forth in the representations and warranties contained in Section 3.2 thereof, are true, correct, and complete in all material respects as of the date hereof, and the undersigned further certifies that: 1. At the Effective Time, all issued and outstanding shares of Company Common Stock, other than shares held in the treasury of the Company, will be exchanged solely for shares of Parent Class A Common Stock. 2. The fair market value of the Parent Class A Stock received by each Company stockholder will be approximately equal to the fair market value of the Company Common Stock surrendered in the exchange. 3. Neither Parent nor any person related to Parent will, in connection with or in contemplation of the Merger, repurchase or redeem Parent Class A Common Stock issued to shareholders of Company, and neither Parent nor any of its related parties has acquired or will acquire, in connection with or contemplation of the Merger, Company Common Stock for consideration other than Parent Class A Common Stock. Parent will not, in connection with or in contemplation of the Merger, cause an extraordinary distribution (i.e. a distribution other than a regular normal dividend consistent with historic dividend practice and policy) with respect to Parent's Common Stock to occur and Parent is not aware of any distribution with respect to Company Common Stock that has occurred or is intended. Parent also has not participated, and in connection with and in contemplation of the Merger, will not participate, in a redemption or acquisition of Company Common Stock made by Company or a person related to Company. For purposes of this representation, any reference to or Company includes a reference to any successor or predecessor of such corporation, except that Company is not treated as a predecessor of Parent and Parent is not treated as a successor of Company. A corporation will be treated as related to another corporation if they are both members of the same affiliated group within the meaning of Section 1504 (without regard to the exceptions in Section 1504(b)) or they are related as described in Section 304(a)(2)(disregarding Regulation sec. 1.1502-80(b)), in either case whether such relationship exists immediately before or immediately after the acquisition. Each partner of a partnership will be treated as owning or acquiring any stock owned or acquired, as the case may be, by the partnership (and as having paid any consideration paid by the partnership to acquire such stock) in accordance with that partner's interest in the partnership. 4. Assuming that immediately prior to the Effective Time Company holds at least 90 percent of the fair market value of its net assets and at least 70 percent of the fair market value of its gross assets then, following the Merger, the Surviving Corporation will hold at least 90 percent of the fair market value of Company's net assets and at least 70 percent of the fair market value of Company's gross assets and at - --------------- * Terms used but not defined herein have the meaning ascribed to them in the Agreement. Except as otherwise indicated, all "Section" references contained herein are to the Code. B-31 333 least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of the fair market value of Merger Sub's gross assets held immediately prior to the Merger. For purposes of this representation: (a) amounts, if any, paid by Company to dissenters, amounts paid by Company to stockholders who receive cash or other property, amounts used by Company to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by Company will be included as assets of Company immediately prior to the Merger; (b) amounts, if any, paid by Merger Sub to dissenters, and amounts used by Merger Sub to pay reorganization expenses will be included as assets of Merger Sub immediately prior to the Merger unless such amounts have been transferred by Parent to Merger Sub to be used for such purposes; and (c) shares of Parent Class A Common Stock issued in the Merger will not be so included. 5. Prior to the Merger, Parent will be in control of Merger Sub within the meaning of Section 368(c) and Merger Sub will have outstanding no option, warrant, or other agreement pursuant to which any person may acquire any shares of Merger Sub stock. Parent has no plan or intention to cause Company to issue additional shares of Company stock that would result in Parent losing control of Company within the meaning of Section 368(c). For purposes of this representation and the representations in paragraph 12, "control" means the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock of Company entitled to vote and at least 80 percent of the total number of shares of each other class of stock of Company. 6. Parent has no plan or intention to liquidate Company; to merge Company with or into another corporation; to sell or otherwise dispose of the stock of Company except for transfers described in Section 368(a)(2)(C) or Treasury Regulation Section 1.368-2(k)(2); or to cause Company to sell or otherwise dispose of any of its assets or of any of the assets acquired from Merger Sub, except for dispositions made in the ordinary course of business or transfers of assets to a corporation described in Section 368(a)(2)(C) or Treasury Regulation Section 1.368-2(k)(2). Parent has no plan or intention to reacquire any of its stock issued in the Merger. 7. Following the Merger, Parent, or a member of its qualified group of corporations (as defined in Treasury Regulation Section 1.368-1(d)(4)(ii)), will continue the historic business of Company or use a significant portion of Company's historic business assets in a business in accordance with Treasury Regulation Section 1.368-1(d). 8. No liabilities of Merger Sub will be assumed by Company in the Merger, and Merger Sub will not transfer to Company any assets subject to liabilities. 9. Subject to Section 5.5 of the Agreement, Parent, Merger Sub, Company, and the stockholders of Company will pay their respective expenses, if any, incurred in connection with the Merger. 10. There is no intercorporate indebtedness existing between Parent (or any of its subsidiaries) and Company (or its subsidiaries) nor will there be any such indebtedness at the Effective Time, with the exception of a loan in the principal amount of $200 million made by the Company to Parent. 11. None of Parent or its subsidiaries own, directly or indirectly, nor has Parent or any of its subsidiaries owned during the past five years, directly or indirectly, any shares of the stock of Company. 12. In the Merger, shares of Company Common Stock representing control of Company, as defined in Section 368(c), will be exchanged solely for voting stock of Parent. Such voting stock will be entitled to vote for directors of Parent and will be entitled to vote on all matters on which shareholders are entitled to vote under Delaware law. For purposes of this representation, shares of Company Common Stock exchanged for cash or other property originating with Parent will be treated as outstanding Company Common Stock on the date of the Merger. 13. Neither Parent nor Merger Sub is an investment Company as defined in Section 368(a)(2)(F)(iii) and (iv) or is under the jurisdiction of a court in a Title II or similar case within the meaning of Section 368(a)(3)(A). B-32 334 14. None of the shares of Parent Class A Common Stock received by any stockholder-employees of the Company will be separate consideration for, or allocable to, any employment agreement, and the compensation paid to any such stockholder-employees will be for services actually rendered or to be rendered and will be commensurate with amounts paid to third parties bargaining at arm's-length for similar services. 15. Parent Class A Common Stock will be the sole consideration furnished to the holders of Company Common Stock in the Merger. 16. Parent and the Surviving Corporation will remain United States corporations. 17. Immediately following the Merger, the fair market value of the assets of the Surviving Corporation will exceed the sum of the Surviving Corporation's liabilities, plus the amount of liabilities to which its assets are subject. 18. Dissenters to the Merger, if any, will be paid with cash or other property provided solely by the Company and not with any cash or property provided, directly or indirectly, by Parent, any person controlled by Parent (other than Company), or any person acting pursuant to an agreement or arrangement with Parent. Neither Parent nor any person controlled by Parent, nor any person acting pursuant to an agreement or arrangement with Parent, will reimburse the Company, directly or indirectly, for any cash or property provided by the Company to any dissenters to the Merger. IN WITNESS WHEREOF, Parent has caused this Officer's Certificate to be executed on its behalf on this day of 2000 by its officer hereunto duly authorized. NEW SATCO HOLDINGS, INC. By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- B-33 335 EXHIBIT B OFFICER'S CERTIFICATE -- COMPANY TELEDESIC OFFICER'S CERTIFICATE The undersigned, Teledesic Corporation, a Delaware corporation ("Company"), in connection with the opinion as to certain tax matters to be delivered by Davis Wright Tremaine LLP pursuant to Section 6.2(c) and the opinion as to certain tax matters to be delivered by Jones, Day, Reavis & Pogue pursuant to Section 6.3(c) of the Agreement and Plan of Merger (the "Agreement") dated as of , 2000 among New Satco Holdings, Inc., a Delaware corporation ("Parent"), New Satco Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Company, recognizing that said law firms will rely on this Certificate in delivering said opinions, hereby certifies that the facts that relate to the Merger and related transactions, as set forth in the Agreement, including without limitation the representations and warranties contained in Section 3.1 thereof, are true, correct, and complete in all material respects as of the date hereof and the undersigned further certifies that: 1. At the Effective Time, all issued and outstanding shares of Company Common Stock, other than shares held in the treasury of Company, will be exchanged solely for shares of Parent Class A Common Stock. 2. The fair market value of the Parent Class A Common Stock and other consideration received by each Company stockholder will be approximately equal to the fair market value of Company Common Stock surrendered in the exchange. 3. Neither Company nor any person related to Company has acquired or will acquire any Company stock in connection with or in contemplation of the Merger, and no extraordinary distribution (i.e., a distribution other than a regular normal dividend consistent with Company's historic dividend practice and policy) has been or will be made with respect to the Company Common Stock up to and including the Effective Time. Any reference to Company includes a reference to any successor or predecessor of such corporation, except that Company is not treated as a predecessor of Parent and Parent is not treated as a successor of Company. A corporation will be treated as related to another corporation if they are both members of the same affiliated group within the meaning of Section 1504 (without regard to the exceptions in Section 1504(b)) or they are related as described in Section 304(a)(2)(disregarding Treasury Regulation Section 1.1502-80(b)), in either case whether such relationship exists immediately before or immediately after the acquisition. Each partner of a partnership will be treated as owning or acquiring any stock owned or acquired, as the case may be, by the partnership (and as having paid any consideration paid by the partnership to acquire such stock) in accordance with that partner's interest in the partnership. 4. Assuming that, immediately prior to the Merger, Merger Sub will hold at least 90 percent of the fair market value of its gross assets and at least 70 percent of the fair market value of its net assets, then immediately following the Merger, the Surviving Corporation will hold at least 90 percent of the fair market value of Company's net assets and at least 70 percent of the fair market value of Company's gross assets and at least 90 percent of the fair market value of Merger Sub's net assets and at least 70 percent of the fair market value of Merger Sub's gross assets held immediately prior to the Merger. For purposes of this representation: (a) amounts, if any, paid by Company to dissenters, amounts paid by Company to stockholders who receive cash or other property, amounts used by Company to pay reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by Company will be included as assets of Company immediately - --------------- * Terms used but not defined herein have the meaning ascribed to them in the Agreement. Except as otherwise indicated, all "Section" references contained herein are to the Code. B-34 336 prior to the Merger; (b) amounts, if any, paid by Merger Sub to dissenters, and amounts used by Merger Sub to pay reorganization expenses will be included as assets of Merger Sub immediately prior to the Merger unless such amounts have been transferred by Parent to Merger Sub to be used for such purpose; and (c) shares of Parent Class A Common Stock issued in the Merger will not be so included. 5. Company has no plan or intention to issue additional shares of its stock that would result in Parent losing control of Company within the meaning of Section 368(c). For purposes of this representation and the representations in paragraphs 8 and 9, "control" means the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock of Company entitled to vote and at least 80 percent of the total number of shares of each other class of stock of Company. 6. Subject to Section 5.5 of the Agreement, Parent, Merger Sub, Company, and the stockholders of Company will pay their respective expenses, if any, incurred in connection with the Merger. 7. There is no intercorporate indebtedness existing between Parent (or its subsidiaries) and Company (or its subsidiaries), nor will there be any such indebtedness at the Effective Time, with the exception of a loan in the principal amount of $200 million made by the Company to Parent. 8. In the Merger, shares of Company Common Stock representing control of Company, as defined in Section 368(c), will be exchanged solely for voting stock of Parent. Such voting stock will be entitled to vote for directors of Parent and will be entitled to vote on all matters in which shareholders are entitled to vote under Delaware law. For purposes of this representation, shares of Company Common Stock exchanged for cash or other property originating with Parent will be treated as outstanding Company Common Stock on the date of the Merger. 9. At the Effective Time, Company will not have outstanding any warrants, options, convertible securities, or any other type of right pursuant to which any person could acquire stock in Company that, if exercised or converted, would affect Parent's acquisition or retention of control of Company, as defined in Section 368 (c). 10. None of the compensation received by any stockholder-employees of Company will be separate consideration for, or allocable to, any of their shares of Company Common Stock; none of the shares of Parent Class A Common Stock received by any such stockholder-employees will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to any such stockholder-employees will be for services actually rendered or to be rendered and will be commensurate with amounts paid to third parties bargaining at arm's-length for similar services. 11. Parent Class A Common Stock will be the sole consideration furnished to a holder of Company Common Stock in the Merger. 12. No liabilities of Company have been incurred by Company in anticipation of the Merger. 13. Company is not and at the Effective Time will not be under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A). 14. Company is not and at the Effective Time will not be an investment Company as defined in Section 368(a)(2)(F)(iii) and (iv). 15. Company has not sold, transferred, or otherwise disposed of assets in connection with or in contemplation of the Merger in a manner which would prevent Parent or other members of Parent's "qualified group" from continuing the "historic business" of Company or from using a "significant" portion of the "historic business assets" of Company in a business following the Merger (as those terms are defined or interpreted in Treasury Regulation Section 1.368-1(d)). 16. Pursuant to the Put Agreement dated April 12, 1999, as amended ("Put Agreement"), Oger Telecom Holdings Ltd., ("Oger"), a Bermuda corporation, exercised its Holdings Put Right (as B-35 337 defined in the Put Agreement) on April 12, 2000. Pursuant to the exercise of its Holdings Put Right, Oger surrendered all of its shares in Holdings to Holdings in exchange for the Put Right Amount (as defined in the Put Agreement). Immediately prior thereto, Holdings surrendered 18,167,500 units in Teledesic LLC in exchange for the Put Right Amount. This transaction resulted in a dollar for dollar decrease in Holdings' investment in Teledesic LLC. 17. Dissenters to the Merger, if any, will be paid with cash or other property provided solely by the Company and not with any cash or property provided, directly or indirectly, by Parent, any person controlled by Parent (other than Company), or any person acting pursuant to an agreement or arrangement with Parent. Neither Parent nor any person controlled by Parent, nor any person acting pursuant to an agreement or arrangement with Parent, will reimburse the Company, directly or indirectly, for any cash or property provided by the Company to any dissenters to the Merger. IN WITNESS WHEREOF, Company has caused this Officer's Certificate to be executed on its behalf on this day of , 2000 by its officer hereunto duly authorized. TELEDESIC CORPORATION By: -------------------------------------- Name: -------------------------------------- Title: -------------------------------------- B-36 338 APPENDIX C FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (the "First Amendment") dated as of August 15, 2000, among ICO-Teledesic Global Limited (formerly New Satco Holdings, Inc.), a Delaware corporation ("Parent"), New Satco Holdings Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Teledesic Corporation, a Delaware corporation (the "Company"), serves to amend the Agreement and Plan of Merger dated as of May 12, 2000, by and among the parties hereto (the "Merger Agreement") pursuant to Section 7.3 of the Merger Agreement as follows. RECITALS A. The Merger Agreement provided for the acquisition of the Company by Parent through a merger of Merger Sub with and into the Company (the "Teledesic Merger"), whereby each outstanding share of Company Common Stock would be exchanged for .825 shares of Parent Class A Common Stock. B. Subsequent to execution of the Merger Agreement, Parent commenced negotiations to merge with New ICO Global Communications (Holdings) Limited, a Delaware corporation ("New ICO"). As a result of these negotiations, Parent intends to enter into a definitive merger agreement with New ICO pursuant to which Parent would merge with and into New ICO and Parent would cease to exist (the "New ICO Merger"). In the New ICO Merger, each share of Parent capital stock will be exchanged for .97 shares of New ICO capital stock (the "ITGL/New ICO Exchange Ratio"). C. Parent, New ICO and the Company desire for the merger contemplated by the Merger Agreement to be consummated concurrently with, and to be effective immediately after the New ICO Merger. Accordingly, the Merger Agreement is being amended by this First Amendment to make appropriate provision for New ICO to succeed to Parent's rights and obligations under the Merger Agreement as a result of the New ICO Merger. D. Capitalized terms not otherwise defined herein shall have the meaning attributed to such terms in the Merger Agreement. Therefore, the parties agree to amend the Merger Agreement as follows: AMENDMENT 1. Amendment of Assignment Provision. Section 8.8 of the Teledesic Merger Agreement is hereby amended to add the following sentences at the end of such Section: "Notwithstanding the foregoing, the merger of Parent with and into New ICO Global Communications (Holdings) Limited ("New ICO") shall not be deemed to be an assignment of this Agreement to New ICO. As a result of such merger, New ICO will succeed to all of Parent's rights and obligations hereunder by operation of law." 2. Consent to Assignment by Merger Sub. The Company consents to the assignment by Merger Sub of its rights under the Merger Agreement to a wholly owned subsidiary of New ICO that is incorporated under the laws of the state of Delaware ("New ICO Merger Sub") and to New ICO Merger Sub's assumption of Merger Sub's obligations under the Merger Agreement. 3. Amendment of Section 3.2. Section 3.2 is hereby amended by striking the words "as of the Closing Date as if made on such date" and replacing them with "immediately prior to the Closing as if made at that time with respect to Parent, and as of the Closing Date as if made on such date with respect to Merger Sub". 4. Merger Consideration; Exchange Ratio. The definition of "Merger Consideration" as set forth in Section 2.1(a) is hereby amended to mean shares of New ICO Class A common stock, and the Exchange C-1 339 Ratio is hereby amended to reflect the New ICO Merger by multiplying the former Exchange Ratio of .825 shares by the ITGL/New ICO Exchange Ratio of .97, resulting in a new Exchange Ratio of .80025 shares. 5. Exhibits. Exhibits A and B to the Merger Agreement are hereby deleted and replaced with Exhibits A and B attached hereto. 6. New ICO Representations. The last sentence of each of Sections 6.2(c) and 6.3(c) are amended to include representations of officers of New ICO, including representations in substantially the same form as Exhibit C attached hereto. 7. Concurrent Consummation of New ICO Merger Condition to Closing. Section 6.1 is hereby amended to include an additional paragraph (p) as follows: "(p) The New ICO Merger shall be consummated concurrently with the Closing, provided that the Certificate of Merger, which shall be effective at 6:02 p.m. EST on the date such certificate is filed, shall be filed simultaneously with the filing of the Certificate of Merger to be filed in connection with the New ICO Merger, which will be effective at 6:01 p.m. EST on the date that such certificate is filed." 8. Effectiveness of First Amendment. This First Amendment shall be effective as of the date hereof. Except as expressly provided in this First Amendment, all other terms and conditions of the Merger Agreement remain in full force and effect and are not amended or modified in any respect. ICO-TELEDESIC GLOBAL LIMITED NEW SATCO HOLDINGS MERGER SUB, INC. By: /s/ DENNIS M. WEIBLING By: /s/ DENNIS M. WEIBLING - ----------------------------------------- ----------------------------------------- Dennis M. Weibling, President Dennis M. Weibling, President TELEDESIC CORPORATION By: /s/ DENNIS JAMES ----------------------------------------- Dennis James, President
C-2 340 APPENDIX D May 12, 2000 Board of Directors Teledesic Corporation Members of the Independent Committee of the Board of Directors: We understand that Teledesic Corporation ("Teledesic" or the "Company") and New Satco Holdings, Inc. ("New Satco"), an entity formed to acquire control of ICO Global Communications Holdings ("ICO") and through and after a series of steps described below, to merge ICO into a wholly owned subsidiary of New Satco as a result of which ICO would become a wholly owned subsidiary of New Satco and the shareholders would receive New Satco shares in exchange for their ICO shares, intend to enter into an agreement to merge pursuant to which New Satco (through a wholly-owned subsidiary) would acquire all outstanding shares of common stock of Teledesic and Teledesic Holdings Limited ("Holdings") through a stock-for-stock exchange (the "Proposed Transaction"). In the Proposed Transaction each share of Teledesic and Holdings common stock will be exchanged for 0.825 shares of New Satco class A common stock (the "Exchange Ratio"). In addition, (i) each share of Holdings common stock that is held by Abu Dhabi Investment Authority, Priestly Limited and Satellite Holdings Limited (collectively, the "Preferred A Stockholders") will be exchanged for one share of New Satco Series A 5% cumulative convertible preferred stock with a liquidation value of $20.00 (the "Series A Preferred") and convertible into 0.825 shares of New Satco class A common stock, and (ii) each share of Holdings common stock held by Kingdom 5-KR-77 (the "Preferred B Stockholder") will be exchanged for one share of New Satco Series B 5% cumulative convertible preferred stock with a liquidation value of $13.50 (the "Series B Preferred") and convertible into 0.825 shares of New Satco class A common stock. The terms and conditions of the Proposed Transaction are set forth in more detail in the Agreement and Plan of Merger dated as of May 12, 2000 (the "Agreement") by and among New Satco and the Company. We have been requested by the Independent Committee of the Board of Directors of the Company to render our opinion with respect to the fairness, from a financial point of view, to the stockholders of Teledesic and Holdings (collectively, the "Stockholders") of the Exchange Ratio to be received by such stockholders in the Proposed Transaction. We have not been requested to opine as to, and our opinion does not in any manner address, the Company's underlying business decision to proceed with or effect the Proposed Transaction. In evaluating the Proposed Transaction, we have assumed the satisfaction of all conditions precedent to the consummation of the Proposed Transaction as set forth in the Agreement, including (i) the successful restructuring (including the exit from Chapter 11 bankruptcy proceedings) of ICO (the "ICO Restructuring"), (ii) the successful funding by New Satco of all its obligations in connection with the ICO Restructuring (the "New Satco Private Placement") including satisfaction of the financing conditions to closing as set forth in the Agreement, which require an aggregate amount of equity raised by Satco from its inception of at least $1.0 billion as calculated according to paragraph 6.3(e) of the Agreement, and (iii) any subsequent merger of New Satco and ICO (the "New Satco Transaction") is based on a per share valuation of New Satco of $9.50 or higher. In arriving at our opinion, we reviewed and analyzed: (1) the Agreement, (2) unaudited financial statements of Teledesic dated February 29, 2000 including a Consolidated Balance Sheet, Consolidated Statements of Operations, Consolidated Statements of Comprehensive Loss, and Consolidated Statements of Changes in Stockholders' Equity (Deficit), (3) financial and operating information with respect to the business, operations and prospects of Teledesic including financial projections prepared by the Teledesic management and furnished to us by the Company, (4) a comparison of the historical financial results and present financial condition of the Company with those of other companies that we deemed relevant in a variety of related industries and sectors, (5) the materials dated March 24, 2000 prepared by New ICO's D-1 341 financial advisor, Wasserstein Perella, in connection with New ICO's Exit Financing, (6) the materials dated March 2000 provided to us by Teledesic and prepared by New Satco's financial advisor, Merrill Lynch, in connection with the New Satco Private Placement, (7) the key terms and conditions of the New Satco Transaction, (8) the pro forma cash and debt balances of New Satco following the New ICO Exit Financing, the New Satco Private Placement and the New Satco Transaction, (9) the potential pro forma financial statements of New Satco once it effects the Proposed Transaction,(10) financial and operating information with respect to the business, operations and prospects of New Satco including financial projections furnished to us by the Company, and (11) a comparison of the trading history of other companies that we deemed relevant in a variety of related industries and sectors. In addition, we have had discussions with the management of the Company, New ICO, and New Satco concerning their respective businesses, operations, assets, financial condition and prospects and have undertaken such other studies, analyses and investigations as we deemed appropriate. In arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information used by us without assuming any responsibility for independent verification of such information and have further relied upon the assurances of management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to all financial forecasts furnished to us by Teledesic including those of New Satco, upon advice of the Company we have assumed that such forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company and New Satco as to the future financial performance of the Company and New Satco. Although we have had the opportunity to discuss New Satco's business with New Satco's management, our opinion is primarily based on the indications from Teledesic management (i) that it was comfortable with the financial projections for New Satco that have been provided to us and (ii) that such projections are a reasonable basis upon which to evaluate and analyze the future financial performance of New Satco and that Lehman Brothers may use such projections and base our conclusions set forth in this opinion on such projections in rendering this opinion. In arriving at our opinion, we have not conducted a physical inspection of the properties and facilities of the Company or New Satco and have not made or obtained any evaluations or appraisals of the assets or liabilities of the Company or New Satco. In addition, you have not authorized us to solicit, and we have not solicited, any indications of interest from any third party with respect to the purchase of all or a part of the Company's business. Our opinion necessarily is based upon market, economic and other conditions as they exist on, and can be evaluated as of, the date of this letter. Based upon and subject to the foregoing, we are of the opinion as of the date hereof that, from a financial point of view, the Exchange Ratio to be received by the Stockholders in the Proposed Transaction is fair to such Stockholders. This opinion is for the use and benefit of the Independent Committee of the Board of Directors of the Company and the Board of Directors of the Company and is rendered to the Independent Committee and the Board of Directors in connection with their consideration of the Proposed Transaction. This opinion is not intended to be and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the Proposed Transaction. Very truly yours, LEHMAN BROTHERS D-2 342 August 15, 2000 Board of Directors Teledesic Corporation Members of the Independent Committee of the Board of Directors: On May 12, 2000 we delivered to you our opinion (the "Fairness Opinion") with respect to the fairness, from a financial point of view, to the stockholders of Teledesic and Holdings of the Exchange Ratio to be received by such stockholders in the Proposed Transaction (as such terms, and all other capitalized terms used but not otherwise defined herein, are defined in the Fairness Opinion). The terms and conditions of the Proposed Transaction were set forth in the Agreement and Plan of Merger dated as of May 12, 2000 (the "Teledesic Merger Agreement") by and among Teledesic, ICO-Teledesic Global Limited (formerly New Satco Holdings, Inc.) ("ITGL"), and a subsidiary of ITGL. The Teledesic Merger Agreement and our analysis conducted for purposes of rendering the Fairness Opinion contemplated that ITGL also intended to acquire control of New ICO. We understand that ITGL and New ICO have entered into an Agreement and Plan of Merger providing for the merger of ITGL into New ICO (the "ITGL/New ICO Merger"). In the ITGL/New ICO Merger, each share of ITGL capital stock will be exchanged for .97 shares of New ICO capital stock (the "ITGL/New ICO Exchange Ratio"). As a result of such merger, New ICO will succeed to ITGL's rights and obligations under the Teledesic Merger Agreement. Teledesic and ITGL intend, pursuant to the First Amendment to Agreement and Plan of Merger dated as of the date of this letter (the "First Amendment"), to amend the Teledesic Merger Agreement to reflect the pending ITGL/New ICO Merger. Among other matters, the First Amendment provides that the merger consideration to be received by the Teledesic stockholders will be shares of New ICO Class A common stock rather than ITGL Class A common stock and that the Exchange Ratio applicable to shares of Teledesic common stock will be adjusted by multiplying the former Exchange Ratio of .825 shares by the ITGL/New ICO Merger exchange ratio of .97, resulting in a new Exchange Ratio of .80025 shares, but the same post-transactions pro forma ownership interest of Teledesic and Holdings stockholders as would have resulted under the original structure had the ITGL/New ICO Merger taken place following the Teledesic/ITGL merger. Based upon and subject to the foregoing, we hereby confirm that New ICO's succession to ITGL's rights and obligations under the Merger Agreement and the adjustment to the Exchange Ratio, all as contemplated by the First Amendment, does not adversely affect our opinion rendered on May 12, 2000 that the Exchange Ratio is fair to the stockholders of Teledesic and Holdings from a financial point of view. Other than as stated herein, we have not updated our prior analysis or conducted any further analysis. This opinion is for the use and benefit of the Independent Committee of the Board of Directors of the Company and the Board of Directors of the Company and is rendered to the Independent Committee and the Board of Directors in connection with consideration of the proposed amendment to the Teledesic Merger Agreement. This opinion is not intended to be and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the Teledesic/New ICO Merger. Very truly yours, LEHMAN BROTHERS D-3 343 APPENDIX E August 9, 2000 SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED Broadband Center 1445 120th Avenue NE Bellevue, WA 98005 To the Members of the Special Committee of the Board of Directors: We understand that New ICO Global Communications (Holdings) Limited, a Delaware corporation (the "Company"), intends to enter into an Agreement and Plan of Merger (the "Merger Agreement") with ICO-Teledesic Global Limited, a Delaware corporation ("ITGL"), pursuant to which, subject to the terms and conditions set forth therein, ITGL will merge with and into the Company (the "Transaction"). The Merger Agreement provides, among other things, that the shareholders of ITGL will receive in exchange for each share of each class of capital stock of ITGL, 0.97 shares of the same class of the Company's capital stock with equivalent rights and preferences as the respective class of ITGL stock exchanged (the "Exchange Ratio"). We understand also that the proposed Transaction will be consummated simultaneously with the closing of the merger of Teledesic Corporation with a wholly owned subsidiary of the Company (the "Teledesic Merger" and together with the Transaction, the "Combination") pursuant to an Agreement and Plan of Merger dated as of May 12, 2000 (the 'Teledesic Merger Agreement'). All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Merger Agreement. You have asked us to render our opinion as to whether the Exchange Ratio, as of the date hereof, is fair, from a financial point of view, to the Company. Jefferies & Company, Inc. ("Jefferies"), as part of its investment banking business, is regularly engaged in the evaluation of capital structures and the valuations of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, financial restructurings and other financial services. We are not expressing any opinion as to the Exchange Ratio at any time (including at the time of the Transaction), other than the date hereof. Such ratios may be impacted by, among other things, prevailing interest rates, conditions in the financial markets, arbitrage activity, changes in circumstances with respect to the parties to the Merger Agreement or the Teledesic Merger Agreement and other factors that generally influence the Exchange Ratio. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to particular circumstances and, therefore, such an opinion is not readily susceptible to summary description. Furthermore, Jefferies did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. In conducting our analysis and arriving at the opinion expressed herein, we have reviewed a draft of the Merger Agreement, dated August [ ], 2000 as well as the Teledesic Merger Agreement (including any schedules and exhibits thereto which were provided by the Company, Teledesic or ITGL) and certain financial and other information that was publicly available or furnished to us by the Company, Teledesic or ITGL, including the financial terms of the Transaction, certain internal financial analyses, projections, budgets, reports and other information prepared by Teledesic's, ITGL's or the Company's management. We have also held discussions with various members of senior management of the Company, Teledesic and ITGL concerning their respective historical and current operations, financial condition and prospects, as well as the strategic and operating benefits anticipated from the Combination. We have also reviewed the draft of the Descriptive Memorandum, dated July 27, 2000 provided by Merrill Lynch in connection E-1 344 with a proposed offering of between 23.9 and 47.8 million shares of ITGL's Class A Common Stock at $10.45 per share ($250 million to $500 million in the aggregate), as well as other information and analyses provided by Merrill Lynch as ITGL's financial advisor. In addition, we have compared certain financial information for the Company, Teledesic and ITGL with similar information for companies that we considered relevant, and reviewed, to the extent publicly available, the financial terms of certain other business combinations that we considered relevant and conducted such other reviews, analyses and inquiries and considered such other financial, economic and market criteria as we considered appropriate in rendering this opinion. In the course of our review and analysis and in rendering this opinion, we have relied upon, but have not independently investigated or verified, the accuracy, completeness or fairness of the financial and other information that was provided to us by the Company, Teledesic or ITGL, or that was publicly available to us (including, without limitation, the financial projections, operating assumptions and other information regarding the expected future performance of the Company, Teledesic and ITGL). With respect to the financial projections provided to or obtained and examined by us, we note that projecting future results of any company is inherently subject to vast uncertainty. Although Jefferies considered other items in the formation of its opinion, changes to the financial projections could affect the opinion rendered herein. We have been advised by the managements of the Company, Teledesic and ITGL however, and we have assumed with your permission, that the projections and underlying projected operating assumptions, including with respect to the development and the viability of the respective technologies, were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the managements of the Company, Teledesic and ITGL as to the future performance of the Company, Teledesic and ITGL, and the strategic implications and operational benefits of the Combination. This opinion is expressly conditioned upon such information (whether written or oral) being complete, accurate and fair in all respects. We have not been requested to, and did not, solicit third party indications of interest in acquiring all or any part of the Company. We did not make any independent evaluation or appraisal of the assets or liabilities of the Company, Teledesic or ITGL, nor have we been furnished with any such appraisals. Our opinion is based on information made available to us, and economic, monetary, political, regulatory, market and other conditions existing and which can be evaluated, as of the date of this opinion; however, such conditions are subject to rapid and unpredictable change and such changes could affect the conclusions expressed herein. We undertake no obligation to update this opinion to reflect any developments occurring after the date hereof. We have made no independent investigation of any legal matters affecting the Company, Teledesic or ITGL, and we have assumed the correctness of all legal and accounting advice given to such parties and their respective boards of directors, including (without limitation) advice as to the accounting and tax consequences of the Transaction to the Company and its stockholders. In rendering this opinion we have also assumed, with your permission, that: (i) the terms and provisions contained in the Merger Agreement, or in the Teledesic Merger Agreement (including any schedules and exhibits thereto) will not differ from those contained in the drafts of those documents we have heretofore reviewed with respect to any matter material to our opinion expressed herein; (ii) the conditions to the consummation of the Transaction set forth in the Merger Agreement, will be satisfied without any waivers or material expense; (iii) the Company's 2-for-1 stock split, approved by the Company's Board of Directors, has been effected; and (iv) there is not now, and there will not as a result of the consummation of the transactions contemplated by the Merger Agreement or the Teledesic Merger Agreement be, any default, or event of default, under any indenture, credit agreement or other material agreement or instrument to which the Company, Teledesic or ITGL is a party. Moreover, in rendering the opinion set forth below we note that the consummation of the Transaction is conditioned upon the approval of the Company's shareholders, and we are not recommending that the Company, its Board of Directors, the Special Committee of the Board of Directors, any of its security holders or any other person should take any specific action or vote in any specific manner in connection with the Transaction. Our opinion does not constitute a recommendation of the Transaction over any E-2 345 alternative transactions that may be available to the Company, and does not address the Company's underlying business decision to effect the Transaction. In connection with its engagement, Jefferies will receive a fee from the Company upon the delivery of this opinion. It is understood and agreed that this opinion is provided for the use of the Special Committee of the Board of Directors of the Company as one element in the Committee's consideration of the Transaction, and may not be used for any other purpose, or otherwise referred to, relied upon or circulated, without our prior written consent. We expressly disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting this opinion of which we become aware after the date hereof. This opinion may be reproduced in full in any proxy statement mailed to the Company's shareholders in connection with their approval of the Transaction but may not otherwise be disclosed in any manner without our prior written approval. Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and upon such other matters as we consider relevant, we are of the opinion that, as of the date hereof, the Exchange Ratio is fair to the Company, from a financial point of view. Sincerely, JEFFERIES & COMPANY, INC. E-3 346 APPENDIX F DELAWARE GENERAL CORPORATION LAW Section 262 Appraisal Rights. -- (a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to ss. 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of his shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository. (b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to ss. 251 (other than a merger effected pursuant to subsection (g) of Section 251), ss. 252, ss. 254, ss. 257, ss. 258, ss. 263 or ss. 264 of this title: (1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of ss. 251 of this title. (2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to ss.ss. 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except: a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof; b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph. (3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under ss. 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation. F-1 347 (c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable. (d) Appraisal rights shall be perfected as follows: (1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsections (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or (2) If the merger or consolidation was approved pursuant to ss. 228 or ss. 253 of this title, each constituent corporation, either before the effective date of the merger or consolidation or within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section; provided that, if the notice is given on or after the effective date of the merger or consolidation, such notice shall be given by the surviving or resulting corporation to all such holders of any class or series of stock of a constituent corporation that are entitled to appraisal rights. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of the notice, demand in writing from the surviving or resulting corporation the appraisal of his shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of his shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given; provided that, if the notice is given on or after the effective date of the merger or consolidation, the F-2 348 record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next proceeding the day on which the notice is given. (e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) hereof and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) hereof, whichever is later. (f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall by borne by the surviving or resulting corporation. (g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder. (h) After determining the stockholders entitled to an appraisal, the Court shall appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. In determining the fair rate of interest, the Court may consider all relevant factors, including the rate of interest which the surviving or resulting corporation would have had to pay to borrow money during the pendency of the proceeding. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, permit discovery or other pretrial proceedings and may proceed to trial upon the appraisal prior to the final determination of the stockholder entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section. F-3 349 (i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state. (j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney's fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal. (k) From and after the effective date of the merger or consolidation, no stockholder who has demanded his appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just. (l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolation shall have the status of authorized and unissued shares of the surviving or resulting corporation. F-4 350 APPENDIX G CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF SERIES A 5% CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK AND SERIES B 5% CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF ------------------------ PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW ------------------------ August 7, 2000 ------------------------ ICO-Teledesic Global Limited (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that pursuant to the provisions of Section 151(g) of the Delaware General Corporation Law (the "DGCL"), its Board of Directors, by unanimous written consent, dated July 25, 2000 adopted the following resolution, which resolution remains in full force and effect as of the date hereof: WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Restated Certificate of Incorporation, to fix by resolution or resolutions the designation of preferred stock and the voting powers, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the DGCL; and WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority, to authorize and fix the terms of the preferred stock to be designated the Series A 5% Cumulative Convertible Redeemable Preferred Stock and the Series B 5% Cumulative Redeemable Convertible Preferred Stock and the number of shares constituting each such series of preferred stock; NOW, THEREFORE, IT IS RESOLVED, that there is hereby authorized the Series A 5% Cumulative Convertible Redeemable Preferred Stock and Series B 5% Cumulative Convertible Redeemable Preferred Stock on the terms and with the provisions herein set forth: (a) Designation. (i) Series A Preferred Stock. There is hereby created out of the authorized and unissued class of preferred stock of the Corporation a series of preferred stock, which consists of 12,000,000 shares, designated as the Series A 5% Cumulative Convertible Redeemable Preferred Stock (the "Series A Preferred Stock") and the stated value shall be $20.00 per share (the "Series A Share Value"); provided, however, the Board of Directors may decrease (but not increase) the number of shares in such series subsequent to the date of original issuance of shares in such series, but not below the number of shares of such series then outstanding. (ii) Series B Preferred Stock. There is hereby created out of the authorized and unissued class of preferred stock of the Corporation a series of preferred stock, which consists of 20,000,000 shares, designated as the Series B 5% Cumulative Convertible Redeemable Preferred Stock (the "Series B Preferred Stock") and the stated value shall be $13.50 per share (the "Series B Share Value"); G-1 351 provided, however, the Board of Directors may decrease (but not increase) the number of shares in such series subsequent to the date of original issuance of shares in such series, but not below the number of shares of such series then outstanding. (b) Ranking. (i) Except with respect to Preferential Dividends (as defined in paragraph (c) below), shares of Series A Preferred Stock and Series B Preferred Stock shall share ratably on an as-converted basis with each other and with shares of Class A Common Stock, $.0001 par value per share, and Class B Common Stock, $.0001 par value per share (collectively the "Common Stock" and together with the preferred stock, the "Capital Stock"), with respect to distributions of assets of the Corporation upon liquidation, winding-up and dissolution of the Corporation or otherwise. (ii) Unless otherwise expressly provided in any amendment to or restatement of the Corporation's Restated Certificate of Incorporation or this Certificate of Designation or in any subsequent Certificate of Designation, the Series A Preferred Stock and the Series B Preferred Stock shall rank on parity with each other and on an as converted basis with each other class or series of Capital Stock of the Corporation hereafter created with respect to distributions of assets of the Corporation upon liquidation, winding-up and dissolution of the Corporation or otherwise. (c) Dividends. (i) Beginning on the date of issuance of the Series A Preferred Stock and Series B Preferred Stock, as applicable, the holders of such shares of Series A Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receive, and the Corporation shall pay, preferential dividends annually on each share of Series A Preferred Stock and Series B Preferred Stock, in preference to any dividend paid to the holders of the Corporation's common stock (the "Preferential Dividend"). (ii) The Preferential Dividend shall be (x) equal to 5% per annum of the Series A Share Value or the Series B Share Value, as applicable (pro-rated for any partial year in the event of conversion or redemption as described below), (y) cumulative, whether or not earned or declared, and (z) payable to the holders of the shares of Series A Preferred Stock by issuing additional fully paid and nonassessable shares of Series A Preferred Stock and to the holders of Series B Preferred Stock by issuing additional fully paid and nonassessable shares of Series B Preferred Stock. No interest shall be payable in respect to any dividends that may be in arrears. Dividends shall cease to accumulate in respect to the Series A Preferred Stock and the Series B Preferred Stock as of the date of their redemption or conversion. (iii) To the extent the Corporation is precluded under applicable provisions of the DGCL from paying the Preferential Dividend in any year, the Preferential Dividend shall cumulate until such time as the Corporation may pay the Preferential Dividend under the DGCL. (iv) For purposes of this paragraph (c), the Series A Preferred Stock to be paid as the Preferential Dividend shall be valued at the Series A Share Value and the Series B Preferred Stock to be paid as the Preferential Dividend shall be valued at the Series B Share Value. (v) Once the Preferential Dividend, if any, is paid, holders of Series A Preferred Stock and Series B Preferred Stock shall not participate in any dividends paid to the holders of Common Stock or any other class or series of the Corporation's Capital Stock. (vi) To the extent the Corporation is authorized under the DGCL to pay only a portion of the Preferential Dividend in any year, the available Preferential Dividend shall be paid pro-rata among the holders of the Series A Preferred Stock and Series B Preferred Stock. (d) Liquidation. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of affairs of the Corporation, the holders of Series A Preferred Stock and Series B Preferred Stock then G-2 352 outstanding shall share ratably, on an as converted basis, with the holders of the Corporation's Common Stock in any distribution out of the assets of the Corporation available for distribution to its shareholders. (ii) For the purposes of this paragraph (d), neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or more entities shall be deemed to be a liquidation, dissolution or winding-up of the affairs of the Corporation. (e) Conversion. (i) Voluntary Conversion. At any time and from time to time prior to July 31, 2002 (the "Initial Conversion Date") each holder of Series A Preferred Stock and each holder of Series B Preferred Stock may convert all, but not less than all, of that holder's Series A Preferred Stock or Series B Preferred Stock, as the case may be, into shares of the Corporation's Class A Common Stock at the rate of .825 shares of the Corporation's Class A Common Stock for each share of Series A Preferred Stock or Series B Preferred Stock, as applicable (the "Voluntary Conversion Ratio"). (ii) Conversion at Election of the Corporation. At any time and from time to time on and after the Initial Conversion Date, at the election of the Corporation all, but not less than all, of the Series A Preferred Stock and Series B Preferred Stock shall be converted into shares of the Corporation's Class A Common Stock at the rate equal to, in the case of Series A Preferred Stock, the Series A Share Value and in the case of Series B Preferred Stock, the Series B Share Value, in both cases divided by the average trading price for the Corporation's Class A Common Stock (the "Current Value") for the twenty (20) trading days preceding the date of notice of conversion (the "Series A Conversion Ratio" and "Series B Conversion Ratio" respectively). If no average trading price exists for the Corporation's Class A Common Stock, the last price at which the Corporation sold its Class A Common Stock in an arm's length, third party transaction in which the gross proceeds to the Corporation were US$25,000,000 or more shall be the Current Value. (iii) Conversion upon Redemption Notice. Upon the delivery by the Corporation of the Redemption Notice (as defined below) pursuant to paragraph (f) below and for a period of thirty (30) days thereafter, each holder of the Series A Preferred Stock or Series B Preferred Stock may convert all, but not less than all, of such holder's Series A Preferred Stock or Series B Preferred Stock that are subject to the Redemption Notice into shares of the Corporation's Class A Common Stock pursuant to the terms of paragraph (e)(ii) above as if the Corporation had elected to convert such shares pursuant to paragraph (e)(ii). (iv) Automatic Conversion. Subject to the prior conversion in accordance with subparagraphs (i), (ii) and (iii) above and the prior redemption in accordance with paragraph (f) below, on August 1, 2005, all shares of Series A Preferred Stock and Series B Preferred Stock then outstanding shall be automatically converted into shares of the Corporation's Class A Common Stock at the Series A Conversion Ratio in the case of Series A Preferred Stock and the Series B Conversion Ratio in the case of Series B Preferred Stock. (v) Mechanics of Conversion. In connection with any conversion of Series A Preferred Stock or Series B Preferred Stock ("Converted Shares") pursuant to this Section (e), all accrued but unpaid Preferential Dividends on such Converted Shares shall be converted into shares of Class A Common Stock in accordance with the provisions of this Section (e) that govern the conversion of the Converted Shares. Before any holder of Series A Preferred Stock or Series B Preferred Stock shall be entitled to convert the same into shares of Class A Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at its principal corporate office of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued; provided, however, in the event G-3 353 of the Conversion at the Election of the Corporation pursuant to subparagraph (ii) above or the Automatic Conversion pursuant to subparagraph (iv) above, the outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be converted automatically without any further action by the Holders thereof and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent and provided further the Corporation shall not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable upon such conversion unless the certificates representing the respective shares of Series A Preferred Stock and Series B Preferred Stock are either delivered to the Corporation or its transfer agent as provided above or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares to be converted, or, in the case of Conversion at the election of the Corporation on the date set forth in the conversion notice from the Corporation as provided in paragraph (h)(i) below or in the case of an Automatic Conversion on August 1, 2005, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. (vi) Adjustment of Conversion Price. (A) If the Corporation should at any time or from time to time after the effective date hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Class A Common Stock or the determination of holders of Class A Common Stock entitled to receive a dividend or other distribution payable in additional shares of Class A Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Class A Common Stock (hereinafter referred to as "Class A Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Class A Common Stock or the Class A Common Stock Equivalents (including the additional shares of Class A Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Voluntary Conversion Ratio, Series A Conversion Ratio, and Series B Conversion Ratio shall be appropriately increased so that the number of shares of Class A Common Stock issuable on conversion of each share of Series A Preferred Stock or Series B Preferred Stock shall be increased in proportion to such increase of the aggregate of shares of Class A Common Stock outstanding and those issuable with respect to such Class A Common Stock Equivalents, but only if, in the case of the Series A Conversion Ratio and the Series B Conversion Ratio, the Current Value has not been adjusted at the time of conversion to give full proportional effect to such dividend, distribution, split or subdivision (for example, if a 2 to 1 stock split has occurred, only if the Current Value has not adjusted at such time to one-half of the Current Value that existed on the date that was immediately prior to the record date for the 2 to 1 stock split, assuming no other variation in the Current Value). (B) If the number of shares of Class A Common Stock outstanding at any time after the effective date hereof is decreased by a combination of the outstanding shares of Class A Common Stock or reverse stock split, then, following the record date of such combination or reverse stock split, the Voluntary Conversion Ratio, Series A Conversion Ratio and Series B Conversion Ratio shall be appropriately decreased so that the number of shares of Class A Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares, but only if, in the case of the Series A Conversion Ratio and the Series B Conversion Ratio, the Current Value has not been adjusted at the time of conversion to give full proportional effect to such combination or reverse stock split. G-4 354 (vii) Distribution of Class A Common Stock. If the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, or assets (excluding cash dividends) then, in each such case for the purpose of this paragraph (e)(vii), the holders of Series A Preferred Stock and Series B Preferred Stock, respectively, shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Class A Common Stock of the Corporation into which their shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Class A Common Stock of the Corporation entitled to receive such distribution. (viii) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Class A Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this paragraph (e)), provision shall be made so that the holders of the Series A Preferred Stock and Series B Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock and Series B Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Class A Common Stock deliverable upon conversion would have been entitled on such recapitalization, provided that in the case of the Series A Conversion Ratio and the Series B Conversion Ratio, Current Value has been adjusted as of the time of conversion to give full proportional effect to such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this paragraph (e) with respect to the rights of the holders of the Series A Preferred Stock and Series B Preferred Stock after the recapitalization to the end that the provisions of this paragraph (e) (including adjustment of the Series A Share Value and Series B Share Value then in effect and the number of shares purchasable upon conversion of the Series A Preferred Stock and Series B Preferred Stock ) shall be applicable after that event and be as nearly equivalent as practicable. (f) Redemption. (i) Subject to the prior exercise of a holder's voluntary conversion rights and further subject to the exercise of a holder's conversion rights upon delivery of a Redemption Notice (as defined below) described in paragraphs (e)(i) and (iii) above, anytime on or after the Initial Conversion Date, the Corporation may redeem all but not less than all of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock for cash at a price per share equal to the greater of (x) the average trading price for the Corporation's Class A Common Stock for the twenty (20) trading days preceding the date of notice of the redemption, or (y) the Series A Share Value in the case of the redemption of Series A Preferred Stock and the Series B Share Value in the case of the redemption of the Series B Preferred Stock, plus, in both cases, all accrued but unpaid dividends (the "Redemption Price"). For purposes of clause (x) above, if no average trading price exists for the Corporation's Class A Common Stock, the last price at which the Corporation sold its Class A Common Stock in an arm's length, third party sale of US$25,000,000 or more shall be used to calculate the respective Redemption Price. (ii) Procedures for Redemption. (A) At least (30) days and not more than sixty (60) days prior to the date fixed for any redemption (the "Redemption Date") of the Series A Preferred Stock and Series B Preferred Stock pursuant to paragraph (f)(i) hereof, written notice (each, a "Redemption Notice") shall be given by first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of the Series A Preferred Stock and Series B Preferred Stock at such holder's address as it appears on the stock books of the Corporation, provided that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Series A Preferred Stock and Series B Preferred Stock to be redeemed except as to the G-5 355 holder or holders to whom the Corporation has failed to give said notice or except as to the holder or holders whose notice was defective. The Redemption Notice shall state: (1) The Redemption Date; (2) That the holder is to surrender to the Corporation, in the manner, at the place or places and at the price designated, his certificate or certificates representing the Series A Preferred Stock and Series B Preferred Stock to be redeemed; (3) That the holder may exercise the conversion rights set forth in paragraph (e)(iii) above; and (4) That dividends on the Series A Preferred Stock and Series B Preferred Stock to be redeemed shall cease to accumulate on such Redemption Date unless the Corporation defaults in the payment of the Redemption Price. (B) Each holder of Series A Preferred Stock and Series B Preferred Stock not electing to exercise the conversion rights set forth in paragraph (e) (iii) above shall surrender the certificate or certificates representing shares of Series A Preferred Stock and Series B Preferred Stock to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation), in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the Redemption Price for such shares shall be payable in cash to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. (C) On and after the Redemption Date, unless the Corporation defaults in the payment in full of the Redemption Price, the Preferential Dividends on the Series A Preferred Stock and Series B Preferred Stock shall cease to accumulate, and all rights of the holders of redeemed shares shall terminate with respect thereto on the Redemption Date, other than the right to receive the Redemption Price, without interest; provided, however, that if a notice of redemption shall have been given as provided in paragraph (ii)(A) above and the funds necessary for redemption (including an amount in respect of all dividends that will accrue to the Redemption Date) shall have been irrevocably deposited in trust for the equal and ratable benefit for the holders of the shares called for redemption, then, at the close of business on the day that is the later of (x) the day on which such funds are segregated and set apart, and (y) the day following the date on which a holder's right to convert its shares pursuant to paragraph (e)(iii) above, if applicable, expires unexercised, the holders of the shares to be redeemed shall cease to be shareholders of the Corporation and shall be entitled only to receive the Redemption Price, without interest. (g) Voting. Except as otherwise expressly provided herein or by law, the holder of each share of Series A Preferred Stock and Series B Preferred Stock shall have the right to one vote for each share of Common Stock into which Series A Preferred Stock and Series B Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders' meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of the Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock and Series B Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). (h) Provisions Applicable to the Holders of Series A Preferred Stock and Series B Preferred Stock. (i) The Corporation shall give written notice to all holders of Series A Preferred Stock and Series B Preferred Stock at least thirty (30) days prior to the date on which the Corporation closes its books or takes a record (1) with respect to any dividend or distribution upon Class A or Class B G-6 356 Common Stock or Series A or Series B Preferred Stock, (2) with respect to any pro-rata subscription offer to holders of Class A or Class B Common Stock or Series A or Series B Preferred Stock, (3) for determining rights to vote with respect to any merger, consolidation, sale of assets, liquidation, dissolution or winding-up of the Corporation that requires approval of the stockholders or (4) the conversion or redemption of the Series A Preferred Stock and Series B Preferred Stock in accordance with the provisions set forth above. Each such written notice shall be delivered personally or given by first class mail or recognized overnight courier, postage prepaid, addressed to the holders of the Series A Preferred Stock and Series B Preferred Stock at the respective address for each holder as shown on the books of the Corporation, provided, that, such notice shall not be effective until notice is actually received by such holder. (ii) The Corporation shall not be required to issue fractional shares of Class A Common Stock upon conversion of shares of Series A or Series B Preferred Stock. If the holder of any shares of Series A Preferred Stock or Series B Preferred Stock would be entitled, upon conversion of any shares of such preferred stock, to receive a fraction of a share, the Corporation shall pay in lieu of such fractional interest an amount in cash equal to the applicable Series A Share Value or Series B Share Value, respectively. (iii) The Corporation will not, by amendment of its Restated Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions hereof and in the taking of all such action as may be necessary or appropriate in order to protect the respective rights of the holders of Series A Preferred Stock and Series B Preferred Stock against impairment. (iv) Upon the occurrence of each adjustment or readjustment of the Series A Shares Value or Series B Share Value pursuant to paragraphs (e)(vi) or (viii) above, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred Stock and Series B Preferred Stock, respectively, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock or Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Series A Share Value and Series B Share Value at the time in effect, and (C) the number of shares of Class A Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of the Series A Preferred Stock and Series B Preferred Stock. (v) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock and Series B Preferred Stock and all accrued but unpaid dividends thereon, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock and all accrued but unpaid dividends thereon. If at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred and Series B Preferred Stock and all accrued but unpaid dividends thereon, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock and Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Restated Certificate of Incorporation of the Corporation. G-7 357 (vi) The Corporation will at no time close its transfer books against the transfer of any shares of Series A Preferred Stock or Series B Preferred Stock or of any shares Class A Common Stock issued or issuable upon conversion of any shares of Series A Preferred Stock or Series B Preferred Stock in any manner which interferes with the timely conversion of such Series A Preferred Stock or Series B Preferred Stock, except as may otherwise be required to comply with applicable corporate or securities laws. (vii) The Corporation shall pay any and all issue and other taxes (excluding income or ad valorem taxes) that may be payable in respect of any issue or delivery of shares of Class A Common Stock on conversion of Series A Preferred Stock or Series B Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion. (i) Status of Converted Stock. In the event the shares of Series A Preferred Stock and Series B Preferred Stock are converted pursuant to the provisions set forth above, the shares so converted shall be cancelled. The Restated Certificate of Incorporation shall be appropriately amended to effect the corresponding reduction in the Corporation's authorized capital stock. (j) Restrictions on Transfer. Each certificate representing a share of Series A Preferred Stock and Series B Preferred Stock and each share of Class A Common Stock issued upon conversion thereof shall contain a legend substantially to the following: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or other applicable law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act or applicable securities laws covering any such transaction involving said securities, (ii) this corporation receives an opinion of legal counsel for the holder of these securities satisfactory to this corporation stating that such transaction is exempt from registration, or (iii) this corporation otherwise satisfies itself that such transaction is exempt from registration. IN WITNESS WHEREOF, ICO-Teledesic Global Limited has caused this Certificate of Designation to be signed by C. James Judson, its Secretary, as of the 7th day of August, 2000. ICO-TELEDESIC GLOBAL LIMITED By: ------------------------------------ C. James Judson, Secretary G-8 358 EXHIBIT D CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF SERIES A 5% CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK AND SERIES B 5% CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF ------------------------ PURSUANT TO SECTION 151(g) OF THE DELAWARE GENERAL CORPORATION LAW ------------------------ , 2000 ------------------------ [ICO-TELEDESIC GLOBAL LIMITED] (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that pursuant to the provisions of Section 151(g) of the Delaware General Corporation Law (the "DGCL"), its Board of Directors, by unanimous written consent, dated , 2000 adopted the following resolution, which resolution remains in full force and effect as of the date hereof: WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Restated Certificate of Incorporation, to fix by resolution or resolutions the designation of preferred stock and the voting powers, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions thereof, including, without limiting the generality of the foregoing, such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion or exchange, and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the DGCL; and WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority, to authorize and fix the terms of the preferred stock to be designated the Series A 5% Cumulative Convertible Redeemable Preferred Stock and the Series B 5% Cumulative Redeemable Convertible Preferred Stock and the number of shares constituting each such series of preferred stock; NOW, THEREFORE, IT IS RESOLVED, that there is hereby authorized the Series A 5% Cumulative Convertible Redeemable Preferred Stock and Series B 5% Cumulative Convertible Redeemable Preferred Stock on the terms and with the provisions herein set forth: (a) Designation. (i) Series A Preferred Stock. There is hereby created out of the authorized and unissued class of preferred stock of the Corporation a series of preferred stock, which consists of 12,000,000 shares, designated as the Series A 5% Cumulative Convertible Redeemable Preferred Stock (the "Series A Preferred Stock") and the stated value shall be $20.62 per share (the "Series A Share Value"); provided, however, the Board of Directors may decrease (but not increase) the number of shares in such series subsequent to the date of original issuance of shares in such series, but not below the number of shares of such series then outstanding. (ii) Series B Preferred Stock. There is hereby created out of the authorized and unissued class of preferred stock of the Corporation a series of preferred stock, which consists of 20,000,000 shares, designated as the Series B 5% Cumulative Convertible Redeemable Preferred Stock (the "Series B Preferred Stock") and the stated value shall be $13.92 per share (the "Series B Share Value"); provided, however, the Board of Directors may decrease (but not G-9 359 increase) the number of shares in such series subsequent to the date of original issuance of shares in such series, but not below the number of shares of such series then outstanding. (b) Ranking. (i) Except with respect to Preferential Dividends (as defined in paragraph (c) below), shares of Series A Preferred Stock and Series B Preferred Stock shall share ratably on an as-converted basis with each other and with shares of Class A Common Stock, $.0001 par value per share, and Class B Common Stock, $.0001 par value per share (collectively the "Common Stock" and together with the preferred stock, the "Capital Stock"), with respect to distributions of assets of the Corporation upon liquidation, winding-up and dissolution of the Corporation or otherwise. (ii) Unless otherwise expressly provided in any amendment to or restatement of the Corporation's Restated Certificate of Incorporation or this Certificate of Designation or in any subsequent Certificate of Designation, the Series A Preferred Stock and the Series B Preferred Stock shall rank on parity with each other and on an as converted basis with each other class or series of Capital Stock of the Corporation hereafter created with respect to distributions of assets of the Corporation upon liquidation, winding-up and dissolution of the Corporation or otherwise. (c) Dividends. (i) Beginning on the date of issuance of the Series A Preferred Stock and Series B Preferred Stock, as applicable, the holders of such shares of Series A Preferred Stock and Series B Preferred Stock then outstanding shall be entitled to receive, and the Corporation shall pay, preferential dividends annually on each share of Series A Preferred Stock and Series B Preferred Stock, in preference to any dividend paid to the holders of the Corporation's common stock (the "Preferential Dividend"). (ii) The Preferential Dividend shall be (x) equal to 5% per annum of the Series A Share Value or the Series B Share Value, as applicable (pro-rated for any partial year in the event of conversion or redemption as described below), (y) cumulative, whether or not earned or declared, and (z) payable to the holders of the shares of Series A Preferred Stock by issuing additional fully paid and nonassessable shares of Series A Preferred Stock and to the holders of Series B Preferred Stock by issuing additional fully paid and nonassessable shares of Series B Preferred Stock. No interest shall be payable in respect to any dividends that may be in arrears. Dividends shall cease to accumulate in respect to the Series A Preferred Stock and the Series B Preferred Stock as of the date of their redemption or conversion. (iii) To the extent the Corporation is precluded under applicable provisions of the DGCL from paying the Preferential Dividend in any year, the Preferential Dividend shall cumulate until such time as the Corporation may pay the Preferential Dividend under the DGCL. (iv) For purposes of this paragraph (c), the Series A Preferred Stock to be paid as the Preferential Dividend shall be valued at the Series A Share Value and the Series B Preferred Stock to be paid as the Preferential Dividend shall be valued at the Series B Share Value. (v) Once the Preferential Dividend, if any, is paid, holders of Series A Preferred Stock and Series B Preferred Stock shall not participate in any dividends paid to the holders of Common Stock or any other class or series of the Corporation's Capital Stock. (vi) To the extent the Corporation is authorized under the DGCL to pay only a portion of the Preferential Dividend in any year, the available Preferential Dividend shall be paid pro-rata among the holders of the Series A Preferred Stock and Series B Preferred Stock. (d) Liquidation. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of affairs of the Corporation, the holders of Series A Preferred Stock and Series B Preferred Stock G-10 360 then outstanding shall share ratably, on an as converted basis, with the holders of the Corporation's Common Stock in any distribution out of the assets of the Corporation available for distribution to its shareholders. (ii) For the purposes of this paragraph (d), neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with or into one or more entities shall be deemed to be a liquidation, dissolution or winding-up of the affairs of the Corporation. (e) Conversion. (i) Voluntary Conversion. At any time and from time to time prior to July 31, 2002 (the "Initial Conversion Date") each holder of Series A Preferred Stock and each holder of Series B Preferred Stock may convert all, but not less than all, of that holder's Series A Preferred Stock or Series B Preferred Stock, as the case may be, into shares of the Corporation's Class A Common Stock at the rate of .825 shares of the Corporation's Class A Common Stock for each share of Series A Preferred Stock or Series B Preferred Stock, as applicable (the "Voluntary Conversion Ratio"). (ii) Conversion at Election of the Corporation. At any time and from time to time on and after the Initial Conversion Date, at the election of the Corporation all, but not less than all, of the Series A Preferred Stock and Series B Preferred Stock shall be converted into shares of the Corporation's Class A Common Stock at the rate equal to, in the case of Series A Preferred Stock, the Series A Share Value and in the case of Series B Preferred Stock, the Series B Share Value, in both cases divided by the average trading price for the Corporation's Class A Common Stock (the "Current Value") for the twenty (20) trading days preceding the date of notice of conversion (the "Series A Conversion Ratio" and "Series B Conversion Ratio" respectively). If no average trading price exists for the Corporation's Class A Common Stock, the last price at which the Corporation sold its Class A Common Stock in an arm's length, third party transaction in which the gross proceeds to the Corporation were US$25,000,000 or more shall be the Current Value. (iii) Conversion upon Redemption Notice. Upon the delivery by the Corporation of the Redemption Notice (as defined below) pursuant to paragraph (f) below and for a period of thirty (30) days thereafter, each holder of the Series A Preferred Stock or Series B Preferred Stock may convert all, but not less than all, of such holder's Series A Preferred Stock or Series B Preferred Stock that are subject to the Redemption Notice into shares of the Corporation's Class A Common Stock pursuant to the terms of paragraph (e)(ii) above as if the Corporation had elected to convert such shares pursuant to paragraph (e)(ii). (iv) Automatic Conversion. Subject to the prior conversion in accordance with subparagraphs (i), (ii) and (iii) above and the prior redemption in accordance with paragraph (f) below, on August 1, 2005, all shares of Series A Preferred Stock and Series B Preferred Stock then outstanding shall be automatically converted into shares of the Corporation's Class A Common Stock at the Series A Conversion Ratio in the case of Series A Preferred Stock and the Series B Conversion Ratio in the case of Series B Preferred Stock. (v) Mechanics of Conversion. In connection with any conversion of Series A Preferred Stock or Series B Preferred Stock ("Converted Shares") pursuant to this Section (e), all accrued but unpaid Preferential Dividends on such Converted Shares shall be converted into shares of Class A Common Stock in accordance with the provisions of this Section (e) that govern the conversion of the Converted Shares. Before any holder of Series A Preferred Stock or Series B Preferred Stock shall be entitled to convert the same into shares of Class A Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to G-11 361 the Corporation at its principal corporate office of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued; provided, however, in the event of the Conversion at the Election of the Corporation pursuant to subparagraph (ii) above or the Automatic Conversion pursuant to subparagraph (iv) above, the outstanding shares of Series A Preferred Stock and Series B Preferred Stock shall be converted automatically without any further action by the Holders thereof and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent and provided further the Corporation shall not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable upon such conversion unless the certificates representing the respective shares of Series A Preferred Stock and Series B Preferred Stock are either delivered to the Corporation or its transfer agent as provided above or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares to be converted, or, in the case of Conversion at the election of the Corporation on the date set forth in the conversion notice from the Corporation as provided in paragraph (h)(i) below or in the case of an Automatic Conversion on August 1, 2005, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. (vi) Adjustment of Conversion Price. (A) If the Corporation should at any time or from time to time after the effective date hereof fix a record date for the effectuation of a split or subdivision of the outstanding shares of Class A Common Stock or the determination of holders of Class A Common Stock entitled to receive a dividend or other distribution payable in additional shares of Class A Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Class A Common Stock (hereinafter referred to as "Class A Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Class A Common Stock or the Class A Common Stock Equivalents (including the additional shares of Class A Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Voluntary Conversion Ratio, Series A Conversion Ratio, and Series B Conversion Ratio shall be appropriately increased so that the number of shares of Class A Common Stock issuable on conversion of each share of Series A Preferred Stock or Series B Preferred Stock shall be increased in proportion to such increase of the aggregate of shares of Class A Common Stock outstanding and those issuable with respect to such Class A Common Stock Equivalents, but only if, in the case of the Series A Conversion Ratio and the Series B Conversion Ratio, the Current Value has not been adjusted at the time of conversion to give full proportional effect to such dividend, distribution, split or subdivision (for example, if a 2 to 1 stock split has occurred, only if the Current Value has not adjusted at such time to one-half of the Current Value that existed on the date that was immediately prior to the record date for the 2 to 1 stock split, assuming no other variation in the Current Value). (B) If the number of shares of Class A Common Stock outstanding at any time after the effective date hereof is decreased by a combination of the outstanding shares of Class A Common Stock or reverse stock split, then, following the record date of such combination or reverse stock split, the Voluntary Conversion Ratio, Series A Conversion Ratio and Series B G-12 362 Conversion Ratio shall be appropriately decreased so that the number of shares of Class A Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares, but only if, in the case of the Series A Conversion Ratio and the Series B Conversion Ratio, the Current Value has not been adjusted at the time of conversion to give full proportional effect to such combination or reverse stock split. (vii) Distribution of Class A Common Stock. If the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, or assets (excluding cash dividends) then, in each such case for the purpose of this paragraph (e)(vii), the holders of Series A Preferred Stock and Series B Preferred Stock, respectively, shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Class A Common Stock of the Corporation into which their shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Class A Common Stock of the Corporation entitled to receive such distribution. (viii) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Class A Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this paragraph (e)), provision shall be made so that the holders of the Series A Preferred Stock and Series B Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock and Series B Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Class A Common Stock deliverable upon conversion would have been entitled on such recapitalization, provided that in the case of the Series A Conversion Ratio and the Series B Conversion Ratio, Current Value has been adjusted as of the time of conversion to give full proportional effect to such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this paragraph (e) with respect to the rights of the holders of the Series A Preferred Stock and Series B Preferred Stock after the recapitalization to the end that the provisions of this paragraph (e) (including adjustment of the Series A Share Value and Series B Share Value then in effect and the number of shares purchasable upon conversion of the Series A Preferred Stock and Series B Preferred Stock ) shall be applicable after that event and be as nearly equivalent as practicable. (f) Redemption. (i) Subject to the prior exercise of a holder's voluntary conversion rights and further subject to the exercise of a holder's conversion rights upon delivery of a Redemption Notice (as defined below) described in paragraphs (e)(i) and (iii) above, anytime on or after the Initial Conversion Date, the Corporation may redeem all but not less than all of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock for cash at a price per share equal to the greater of (x) the average trading price for the Corporation's Class A Common Stock for the twenty (20) trading days preceding the date of notice of the redemption, or (y) the Series A Share Value in the case of the redemption of Series A Preferred Stock and the Series B Share Value in the case of the redemption of the Series B Preferred Stock, plus, in both cases, all accrued but unpaid dividends (the "Redemption Price"). For purposes of clause (x) above, if no average trading price exists for the Corporation's Class A Common Stock, the last price at which the Corporation sold its Class A Common Stock in an arm's length, third party sale of US$25,000,000 or more shall be used to calculate the respective Redemption Price. (ii) Procedures for Redemption. (A) At least (30) days and not more than sixty (60) days prior to the date fixed for any redemption (the "Redemption Date") of the Series A Preferred Stock and Series B Preferred Stock pursuant to paragraph (f)(i) hereof, written notice (each, a "Redemption Notice") shall be given by first class mail, postage prepaid, to each holder of record on the G-13 363 record date fixed for such redemption of the Series A Preferred Stock and Series B Preferred Stock at such holder's address as it appears on the stock books of the Corporation, provided that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Series A Preferred Stock and Series B Preferred Stock to be redeemed except as to the holder or holders to whom the Corporation has failed to give said notice or except as to the holder or holders whose notice was defective. The Redemption Notice shall state: (1) The Redemption Date; (2) That the holder is to surrender to the Corporation, in the manner, at the place or places and at the price designated, his certificate or certificates representing the Series A Preferred Stock and Series B Preferred Stock to be redeemed; (3) That the holder may exercise the conversion rights set forth in paragraph (e)(iii) above; and (4) That dividends on the Series A Preferred Stock and Series B Preferred Stock to be redeemed shall cease to accumulate on such Redemption Date unless the Corporation defaults in the payment of the Redemption Price. (B) Each holder of Series A Preferred Stock and Series B Preferred Stock not electing to exercise the conversion rights set forth in paragraph (e) (iii) above shall surrender the certificate or certificates representing shares of Series A Preferred Stock and Series B Preferred Stock to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the Corporation), in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the Redemption Price for such shares shall be payable in cash to the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. (C) On and after the Redemption Date, unless the Corporation defaults in the payment in full of the Redemption Price, the Preferential Dividends on the Series A Preferred Stock and Series B Preferred Stock shall cease to accumulate, and all rights of the holders of redeemed shares shall terminate with respect thereto on the Redemption Date, other than the right to receive the Redemption Price, without interest; provided, however, that if a notice of redemption shall have been given as provided in paragraph (ii)(A) above and the funds necessary for redemption (including an amount in respect of all dividends that will accrue to the Redemption Date) shall have been irrevocably deposited in trust for the equal and ratable benefit for the holders of the shares called for redemption, then, at the close of business on the day that is the later of (x) the day on which such funds are segregated and set apart, and (y) the day following the date on which a holder's right to convert its shares pursuant to paragraph (e)(iii) above, if applicable, expires unexercised, the holders of the shares to be redeemed shall cease to be shareholders of the Corporation and shall be entitled only to receive the Redemption Price, without interest. (g) Voting. Except as otherwise expressly provided herein or by law, the holder of each share of Series A Preferred Stock and Series B Preferred Stock shall have the right to one vote for each share of Common Stock into which Series A Preferred Stock and Series B Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders' meeting in accordance with the bylaws of the Corporation, and shall be entitled to vote, together with holders of the Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock and Series B Preferred Stock G-14 364 held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). (h) Provisions Applicable to the Holders of Series A Preferred Stock and Series B Preferred Stock. (i) The Corporation shall give written notice to all holders of Series A Preferred Stock and Series B Preferred Stock at least thirty (30) days prior to the date on which the Corporation closes its books or takes a record (1) with respect to any dividend or distribution upon Class A or Class B Common Stock or Series A or Series B Preferred Stock, (2) with respect to any pro-rata subscription offer to holders of Class A or Class B Common Stock or Series A or Series B Preferred Stock, (3) for determining rights to vote with respect to any merger, consolidation, sale of assets, liquidation, dissolution or winding-up of the Corporation that requires approval of the stockholders or (4) the conversion or redemption of the Series A Preferred Stock and Series B Preferred Stock in accordance with the provisions set forth above. Each such written notice shall be delivered personally or given by first class mail or recognized overnight courier, postage prepaid, addressed to the holders of the Series A Preferred Stock and Series B Preferred Stock at the respective address for each holder as shown on the books of the Corporation, provided, that, such notice shall not be effective until notice is actually received by such holder. (ii) The Corporation shall not be required to issue fractional shares of Class A Common Stock upon conversion of shares of Series A or Series B Preferred Stock. If the holder of any shares of Series A Preferred Stock or Series B Preferred Stock would be entitled, upon conversion of any shares of such preferred stock, to receive a fraction of a share, the Corporation shall pay in lieu of such fractional interest an amount in cash equal to the applicable Series A Share Value or Series B Share Value, respectively. (iii) The Corporation will not, by amendment of its Restated Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions hereof and in the taking of all such action as may be necessary or appropriate in order to protect the respective rights of the holders of Series A Preferred Stock and Series B Preferred Stock against impairment. (iv) Upon the occurrence of each adjustment or readjustment of the Series A Shares Value or Series B Share Value pursuant to paragraphs (e)(vi) or (viii) above, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Series A Preferred Stock and Series B Preferred Stock, respectively, a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series A Preferred Stock or Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Series A Share Value and Series B Share Value at the time in effect, and (C) the number of shares of Class A Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of a share of the Series A Preferred Stock and Series B Preferred Stock. (v) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock and Series B Preferred Stock and all accrued but unpaid dividends thereon, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock and Series B Preferred Stock and all accrued but unpaid dividends thereon. If at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient G-15 365 to effect the conversion of all then outstanding shares of Series A Preferred and Series B Preferred Stock and all accrued but unpaid dividends thereon, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock and Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Restated Certificate of Incorporation of the Corporation. (vi) The Corporation will at no time close its transfer books against the transfer of any shares of Series A Preferred Stock or Series B Preferred Stock or of any shares Class A Common Stock issued or issuable upon conversion of any shares of Series A Preferred Stock or Series B Preferred Stock in any manner which interferes with the timely conversion of such Series A Preferred Stock or Series B Preferred Stock, except as may otherwise be required to comply with applicable corporate or securities laws. (vii) The Corporation shall pay any and all issue and other taxes (excluding income or ad valorem taxes) that may be payable in respect of any issue or delivery of shares of Class A Common Stock on conversion of Series A Preferred Stock or Series B Preferred Stock pursuant hereto; provided, however, that the Corporation shall not be obligated to pay any transfer taxes resulting from any transfer requested by any holder in connection with any such conversion. (i) Status of Converted Stock. In the event the shares of Series A Preferred Stock and Series B Preferred Stock are converted pursuant to the provisions set forth above, the shares so converted shall be cancelled. The Restated Certificate of Incorporation shall be appropriately amended to effect the corresponding reduction in the Corporation's authorized capital stock. (j) Restrictions on Transfer. Each certificate representing a share of Series A Preferred Stock and Series B Preferred Stock and each share of Class A Common Stock issued upon conversion thereof shall contain a legend substantially to the following: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or other applicable law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act or applicable securities laws covering any such transaction involving said securities, (ii) this corporation receives an opinion of legal counsel for the holder of these securities satisfactory to this corporation stating that such transaction is exempt from registration, or (iii) this corporation otherwise satisfies itself that such transaction is exempt from registration. IN WITNESS WHEREOF, ICO-Teledesic Global Limited has caused this Certificate of Designation to be signed by , its Secretary, as of the day of , 2000. [ICO-TELEDESIC GLOBAL LIMITED] By: ------------------------------------ ____________________, Secretary G-16 366 APPENDIX H EXHIBIT C RESTATED CERTIFICATE OF INCORPORATION OF NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED New ICO Global Communications (Holdings) Limited, a corporation duly organized and existing under the Delaware General Corporation Law (the "DGCL"), does hereby certify: 1. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 17, 2000. 2. The following Restated Certification of Incorporation was duly adopted by this corporation's stockholders pursuant to the applicable provisions of Section 242 and Section 245 of the DGCL. This Restated Certificate of Incorporation restates and amends the Certificate of Incorporation of this corporation. ARTICLE 1 NAME The name of the corporation shall be: [ICO-Teledesic Global Limited] ARTICLE 2 DURATION The period of its duration is perpetual. ARTICLE 3 PURPOSES The nature of the business or purpose to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. ARTICLE 4 REGISTERED AGENT The address of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle. The name of its registered agent at such address is Corporation Service Company. ARTICLE 5 SHARES A. Classes of Stock. The corporation shall have authority to issue three classes of stock to be designated, respectively, "Class A Common Stock," "Class B Common Stock" and "Preferred Stock." The Class A Common Stock and the Class B Common Stock are collectively referred to herein as the "Common Stock." The total number of shares that the corporation is authorized to issue is 1,125,000,000 shares, of which 900 million shares shall be Class A Common Stock, 150 million shares shall be Class B Common Stock and 75 million shares shall be Preferred Stock. Each share of Common Stock and H-1 367 Preferred Stock shall have a par value of one-hundredth of one cent ($.0001). Authority is hereby expressly granted to the Board of Directors (the "Board") to fix by resolution or resolutions any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions that are permitted by the DGCL in respect of any class or classes of Preferred Stock or any series of any class of Preferred Stock of the corporation. B. Class A Common Stock and Class B Common Stock. Except with regard to the differential voting power as described in Section B.4 of this Article 5 and the Conversion Rights described in Section B.7 of this Article 5, the Class A Common Stock and the Class B Common Stock shall have the same characteristics, rights, privileges, preferences and limitations and shall rank equally, share ratably and be identical in all respects as to all matters. 1. Dividend Rights. The holders of shares of Common Stock shall be entitled to receive ratably without regard to class such dividends as may from time to time be declared by the Board out of funds legally available therefor. Stock dividends on any class of Common Stock shall not be paid or issued unless paid or issued on all classes of Common Stock, in which case they shall be paid or issued only in shares of that class. 2. Distribution of Assets upon Liquidation. In the event that the corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for such parties the full amounts to which they are otherwise entitled under this Restated Certificate of Incorporation or by law, the net assets of the corporation remaining thereafter shall be divided ratably without regard to class among the holders of shares of Common Stock. 3. Redemption. Neither the corporation nor any holder of Class A Common Stock or Class B Common Stock shall have the right to require the redemption of Class A Common Stock or Class B Common Stock, except as otherwise may be mutually agreed in writing by the corporation and one or more holders of Class A Common Stock or Class B Common Stock with respect to such holder's or holders' shares of Common Stock. 4. Voting Rights. On all matters upon which holders of the Common Stock are entitled or permitted to vote, every holder of Class A Common Stock shall be entitled to one vote in person or by proxy for each share of Class A Common Stock standing in such holder's name on the transfer books of the corporation and every holder of Class B Common Stock shall be entitled to ten votes in person or by proxy for each share of Class B Common Stock standing in such holder's name on the transfer books of the corporation. Except as may be otherwise required by law, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class, and shall be entitled to notice of any stockholders' meeting in accordance with the Bylaws of the corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law. 5. Split, Subdivision or Combination. If the corporation shall in any manner split, subdivide or combine the outstanding shares of any class of Common Stock (or undertake any similar transaction), the outstanding shares of the other classes of Common Stock shall be proportionally split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the other classes of Common Stock have been split, subdivided or combined. Any decrease or increase in the number of shares of any class of Common Stock resulting from a split, subdivision, combination or consolidation of shares or other capital reclassification shall not be permitted unless parallel action is taken with respect to each other class of Common Stock, so that the number of shares of each class of Common Stock outstanding shall be impacted proportionately. 6. Merger or Consolidation. In the event of any consolidation, merger, division, share exchange, combination, sale of all or substantially all of the corporation's assets, or other transaction in which the shares of Class B Common Stock are exchanged for or changed into other securities, cash and/or any other property, then the holders of each class of Common Stock shall be entitled to receive the same per share consideration in such transaction; provided that if all or part of the consideration so received consists of common stock of the surviving or resulting entity, the common stock so issued may differ as to voting H-2 368 and conversion rights to the extent, but only to the extent, that the classes of Common Stock so differ as set forth herein. 7. Conversion. The holders of shares of Class B Common Stock shall have optional conversion rights, and be subject to automatic conversion, as follows (collectively, the "Conversion Rights"): (a) Optional Conversion. At any time, each share of Class B Common Stock shall be convertible at the option of the holder thereof into one fully paid and nonassessable share of Class A Common Stock. (b) Automatic Conversion. Shares of Class B Common Stock that are sold, assigned, pledged, encumbered or transferred on any basis, whether voluntary or involuntary (a "Transfer"), shall be automatically converted into shares of Class A Common Stock, whether or not the certificates representing such shares of Class B Common Stock have been surrendered for conversion, (i) upon such Transfer except for Transfers to a Permitted Transferee (as defined below) or (ii) following a Transfer to a Permitted Transferee, at the time, if any, that the Permitted Transferee ceases to qualify as a Permitted Transferee. (c) For purposes of this Section B.7, the following terms shall have the meanings set forth below: (i) "Affiliate" shall mean a party that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the stockholder specified. For purposes of this definition, an entity shall be deemed to be controlled by a stockholder if (and only for so long as) (x) such stockholder has the right to vote by ownership, proxy or otherwise securities constituting 5% or more of the voting power of such entity if such entity has equity securities registered and files reports under the United States Securities Exchange Act of 1934, as amended, or otherwise (if not reporting) securities constituting 50% or more of the voting power of such entity; (y) such stockholder possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise; or (z) with respect to a charitable trust, foundation or nonprofit corporation, such stockholder is the sole trustee or director or has the power to appoint a majority of the trustees or directors thereof. In addition, without limiting the generality of the foregoing, Teledesic Corporation, Teledesic LLC, Teledesic Holdings Limited, NEXTLINK Communications, Inc., Nextel Communications, Inc. and ICO-Teledesic Global Limited shall each be deemed an Affiliate of Craig O. McCaw and Eagle River Investments, LLC ("Eagle River"). (ii) "Permitted Transferee" shall mean any one of the following persons or entities: (a) Eagle River, Craig O. McCaw, William H. Gates III, any Affiliate of Eagle River and any person who or entity which has executed a valid irrevocable written voting proxy covering the transferred Class B Common Stock in favor of Eagle River for the period of time such person or entity owns such Class B Common Stock, which proxy contains an acknowledgment that it is coupled with an interest; or (b) in the event of any bona fide pledge by the holder of shares of Class B Common Stock, a financial institution or investment banking firm so long as the pledgee acknowledges in writing that the shares subject to such pledge are subject to automatic conversion as provided herein upon foreclosure or other action to take or sell such shares. (d) Mechanics of Conversion. In the event of optional conversion of Class B Common Stock pursuant to Section B.7(a) hereof, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the corporation or any transfer agent of such stock, and shall give written notice to the secretary of the corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class A Common Stock are to be issued. The corporation shall, as soon as practical H-3 369 thereafter, issue and deliver at such office to such holder or the nominee or nominees of such holder, certificate or certificates for the number of shares of Class A Common Stock to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on such date of such surrender of the shares to be converted and the person or persons entitled to receive the shares of Class A Common Stock issuable on the conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. In the event of the automatic conversion of shares of Class B Common Stock pursuant to Section B.7(b) hereof, the outstanding certificates representing the shares of Class B Common Stock so converted shall be deemed to represent, immediately upon such conversion and without further action, the appropriate number of shares of Class A Common Stock issuable upon such conversion; and, upon tender to the corporation of the original certificate(s) representing such converted shares of Class B Common Stock, the holder thereof shall be entitled to receive new certificate(s) representing the appropriate number of shares of Class A Common Stock issuable upon such conversion. Any shares of Class B Common Stock cancelled pursuant to this Section B.7 shall be restored to the status of authorized but unissued shares of Class B Common Stock. (e) Reservation of Class A Common Stock Issuable upon Conversion. The corporation shall at all times keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B Common Stock, such number of shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all of the outstanding shares of Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all of the then outstanding shares of Class B Common Stock, in addition to such other remedies as may be available to the holders of such shares, the corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate of Incorporation. 8. No Impairment. The corporation will not, (i) by amendment of this Restated Certificate of Incorporation or the corporation's Bylaws, (ii) by adopting any provision or entering into any agreement inconsistent therewith, or (iii) through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance of shares or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the corporation, but will at all times in good faith assist in the carrying out all of the provisions of this Article 5 and in taking all of such action as may be necessary or appropriate in order to protect the powers, preferences and rights, including the voting rights and any Conversion Rights of the holders of shares of Class A Common Stock and Class B Common Stock against impairment. ARTICLE 6 NO PREEMPTIVE RIGHTS Except as may be otherwise provided by the Board, no preemptive rights shall exist with respect to the shares of Common Stock or securities convertible into shares of Common Stock of this corporation. ARTICLE 7 BYLAWS The Board shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation. H-4 370 ARTICLE 8 DIRECTORS The number of directors of the corporation shall be determined in the manner specified in the Bylaws and may be increased or decreased from time to time in the manner provided therein. Elections of directors need not be by written ballot unless required by the corporation's Bylaws. ARTICLE 9 NO CUMULATIVE VOTING No cumulative voting for directors shall be permitted. ARTICLE 10 INDEMNIFICATION A. The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any all expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided herein shall not be deemed exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions in such person's official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. B. Expenses (including attorney's fees) incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the corporation) or may (in the case of any action, suit, or proceeding against an officer, trustee, employee or agent) be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification by the corporation as authorized in this Article 10. C. Neither the amendment or repeal of this Article 10, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article 10 shall eliminate or reduce the effect of this Article 10 in respect of any matters occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action, suit or claim relating to any such matter which would have given rise to a right of indemnification or right to receive expenses pursuant to this Article 10, if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted. D. If a claim under this Article 10 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the DGCL for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual H-5 371 determination by the corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. E. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. ARTICLE 11 LIMITATIONS OF DIRECTOR LIABILITY The personal liability of directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the DGCL, as the same may be amended and supplemented. A director of the corporation shall, to the fullest extent permitted by DGCL, as the same may be amended and supplemented, not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except as expressly provided in the DGCL. Neither any amendment nor repeal of this Article 11, nor adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article 11, shall eliminate or reduce the effect of this Article 11 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 11 would occur or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE 12 BUSINESS COMBINATIONS AND TRANSACTIONS WITH INTERESTED STOCKHOLDERS A. The corporation expressly elects not to be governed by Section 203(a) of Title 8 of the DGCL. B. In anticipation that (1) Craig O. McCaw, Eagle River and/or his or its Affiliates (as such terms are defined in this Restated Certificate of Incorporation and together with Mr. McCaw, the "McCaw Group") will remain, for some period of time, stockholders of the corporation and will have continued contractual, corporate and business relations with the corporation, and (2) the corporation may from time to time enter into contractual, corporate or business relations with one or more of its directors, or one or more corporations, partnerships, associations or other organizations in which one or more of its directors have a financial interest (collectively, "Related Entities"), the provisions Sections B through I of this Article 12 are set forth to regulate and guide such relations and the powers, rights, duties and liabilities of the corporation and its officers, directors and stockholders in connection therewith. C. Any contract or business relation that does not comply with procedures set forth in this Article 12 shall not by reason thereof be deemed void or voidable or be deemed to result in or constitute any breach of any fiduciary duty to, or duty of loyalty to, or failure to act in good faith or in the best interests of, the corporation, or the derivation of any improper personal benefit, but shall be governed by the remaining provisions of this Restated Certificate of Incorporation, the corporation's Bylaws, the DGCL and other applicable law. D. No contract, agreement, arrangement or transaction between the corporation and any member of the McCaw Group or any Related Entity, or between the corporation and one or more of the directors or officers of any member of the McCaw Group or any Related Entity, or any amendment, modification or termination thereof (a "Transaction"), shall be void or voidable solely for the reason that any member of the McCaw Group or any Related Entity, or any one or more of the directors or officers of any member of the McCaw Group or any Related Entity, are parties to the Transaction, or solely because any members of the McCaw Group or any Related Entity, or any one or more of the directors or officers of any member of the McCaw Group or any Related Entity, are present at or participate in the meeting of the Board that authorizes such Transaction, or solely because his or their votes are counted for such purpose. H-6 372 E. In each case, to the extent permitted by the DGCL and other applicable law, any member of the McCaw Group, any Related Entity and such officers and directors of any member of the McCaw Group or any Related Entity (1) shall have fully satisfied and fulfilled any fiduciary duties they may have to the corporation and its stockholders with respect to the Transaction, (2) shall not be liable to the corporation or its stockholders for any breach of any fiduciary duty they may have by reason of the entering into, performance or consummation of any such Transaction, (3) shall be deemed to have acted in good faith and in a manner such persons reasonably believed to be in or not opposed to the best interests of the corporation, to the extent such standard is applicable to such persons' conduct, and (4) shall be deemed not to have breached any duties of loyalty to the corporation or its stockholders and not to have derived an improper personal benefit therefrom, if: (a) the material facts as to the Transaction are disclosed or known to the Board or the committee thereof that authorizes the Transaction and the Board or such committee in good faith authorizes or approves the Transaction by the affirmative vote of a majority of the Disinterested Directors (as defined below) on the Board or such committee (provided that such committee may only so authorize or approve the Transaction if Disinterested Directors are on such committee); (b) the material facts as to the Transaction are disclosed or are known to the stockholders entitled to vote on the Transaction, and the Transaction is specifically approved by vote of the stockholders (other than, in connection with any Transaction between the corporation and any member of the McCaw Group, the members of the McCaw Group and, in connection with any Transaction between the corporation and any Related Entity, any Related Entity); or (c) the substantive terms and conditions of such Transaction are fair as to the corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders. F. Directors of the corporation who are also directors or officers of any member of the McCaw Group or any Related Entity may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes or approves any such Transaction and may vote at such meeting in accordance with the provisions of this Article 12. Common Stock or Preferred Stock having voting rights which are owned by any member of the McCaw Group and any Related Entity may be counted in determining the presence of a quorum at a meeting of stockholders that authorizes or approves any such Transaction and may be voted at such meeting in accordance with the provisions of this Article 12. G. No member of the McCaw Group or any Related Entity shall be liable to the corporation or its stockholders for breach of any fiduciary duty it may have by reason of the fact that any member of the McCaw Group or any Related Entity takes any action or exercises any rights or gives or withholds any consent in connection with any Transaction between any member of the McCaw Group or any Related Entity and the corporation. No vote cast or other action taken by any person who is an officer, director or other representative of any member of the McCaw Group or any Related Entity, which vote is cast or action is taken by such person in his capacity as a director of the corporation, shall constitute an action of, or the exercise of a right by, or a consent of, any member of the McCaw Group or any Related Entity for the purpose of any such Transaction. H. Notwithstanding anything in this Restated Certificate of Incorporation to the contrary, and in addition to any vote of the Board required by applicable law or this Restated Certificate of Incorporation, the affirmative vote of the holders of more than sixty-six and two-thirds percent (66 2/3%) of the voting power of the corporation's Common Stock then outstanding, voting together as a single class pursuant to the voting rights set forth in this Restated Certificate of Incorporation, shall be required to (1) alter, amend or repeal in a manner adverse to the interests of any member of the McCaw Group or any Related Entity (as determined in the McCaw Group's sole discretion), or (2) adopt any provision adverse to the interests of any member of the McCaw Group or any Related Entity and inconsistent with, any provision of this Article 12 (as determined in the McCaw Group's sole discretion). Neither the alteration, amendment or repeal of this Article 12 nor the adoption of any provision inconsistent with this Article 12 shall eliminate or reduce the effect of this Article 12 in respect of any matter occurring, or any cause of H-7 373 action, suit or claim that, but for this Article 12, would accrue or arise, prior to such alteration, amendment, repeal or adoption. I. For purposes of this Article 12, "Disinterested Director" shall mean (1) in connection with any Transaction between the corporation and any member of the McCaw Group, a director of the corporation who is not and has never been an officer, employee or paid consultant of any member of the McCaw Group (other than this corporation) and (2) in connection with any Transaction between the corporation and any Related Entity, a director of the corporation who is not and has never been an officer, employee or paid consultant of such Related Entity (other than this corporation). ARTICLE 13 AMENDMENTS The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereinafter prescribed by statutes, and all rights conferred upon the stockholders therein are granted subject to this reservation. IN WITNESS WHEREOF, the undersigned has executed this document and affirms, under the penalties of perjury, that the statements herein are true and that this instrument is the act and deed of New ICO Global Communications (Holdings) Limited as of , 2000. NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED By: ------------------------------------ , Secretary H-8 374 APPENDIX I EXHIBIT E ICO-TELEDESIC GLOBAL LIMITED A DELAWARE CORPORATION (THE "CORPORATION") RESTATED BYLAWS ARTICLE I STOCKHOLDERS SECTION 1.1 Annual Meeting. An annual meeting of stockholders for the purpose of electing directors and of transacting such other business as may come before it shall be held each year within 90 to 180 days after the Corporation's fiscal year end at a date, time and place, either within or without the State of Delaware, as may be specified by the Board of Directors (the "Board"). SECTION 1.2 Special Meetings. Special meetings of stockholders for any purpose or purposes may be held at any time upon call of the Chairman of the Board, the Chief Executive Officer or the President, at such time and place either within or without the State of Delaware as may be stated in the notice. Holders of not less than a majority of all the votes attributable to the issued and outstanding shares of the Corporation's stock taken together and not as separate classes may call special meetings of the stockholders for any purpose by giving notice to the Corporation as specified in Section 1.10(c). SECTION 1.3 Notice of Meetings. Written notice of duly called meetings of the stockholders, stating the place, date, and hour thereof shall be given by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, to each stockholder entitled to vote thereat at least ten days but not more than sixty days before the date of the meeting, unless a different period is prescribed by law. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall, if any other action which could be taken at a special meeting is to be taken at such annual meeting, state the nature of such action. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. Upon written request delivered to the Corporation in accordance with Section 1.10(c) hereof by the holders of shares representing not less than the number of votes specified in Section 1.2 hereof, the stockholders may request that the Corporation call a special meeting of stockholders. Within 30 days of such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. SECTION 1.4 Quorum. Except as otherwise provided by law or in the Certificate of Incorporation or these Restated Bylaws, at any meeting of stockholders, the holders of shares representing a majority of all of the votes assigned under the Certificate of Incorporation to the outstanding shares of the Corporation entitled to vote at the meeting shall be present in person or represented by proxy in order to constitute a quorum for the transaction of any business; provided, however, that where a separate vote by a class or classes is required, shares representing a majority of all the votes assigned under the Certificate of Incorporation to the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. In the absence of a quorum, a majority in voting interest of the stockholders present or the chairman of the meeting may I-1 375 adjourn the meeting from time to time in the manner provided in Section 1.5 of these Restated Bylaws until a quorum shall be present. SECTION 1.5 Adjournment. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 1.6 Organization. The Chairman of the Board, or in his or her absence, the Chief Executive Officer, the President, or a Vice President (in order of seniority), shall call to order meetings of stockholders, and shall act as chairman of such meetings. The Board or, if the Board fails to act, the stockholders, may appoint any stockholder, director, or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the Chief Executive Officer, the President, and all Vice Presidents. The Secretary of the Corporation shall act as secretary of all meetings of stockholders, but, in the absence of the Secretary, the chairman of the meeting may appoint any other person to act as secretary of the meeting. SECTION 1.7 Voting. Except as otherwise provided by law or in the Certificate of Incorporation or these Restated Bylaws, at any meeting duly called and held at which a quorum is present, corporate action to be taken by stockholder vote, other than the election of directors, shall be authorized by a majority of the votes (assigned under the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote) cast by the stockholders entitled to vote and present in person or represented by proxy at the meeting; provided, however, that where a separate vote of a class or classes is required, corporate action to be taken by such class or classes shall be authorized by a majority of the votes (assigned under the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote) cast by such class or classes. Directors shall be elected at each annual meeting of stockholders by a plurality of the votes (assigned under the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote) cast by the stockholders entitled to vote and present in person or represented by proxy at the meeting. SECTION 1.8 Action by Stockholders Without Meeting. Provided such action has been approved by the Board, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without a vote, if a consent in writing, setting forth the action so taken, shall (a) be signed by the holders of outstanding stock having not fewer than the minimum number of votes assigned under the Certificate of Incorporation to the shares of the Corporation that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting and (b) be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the records of proceedings of meetings of stockholders. Delivery made to the Corporation's registered office shall be by hand, by verified facsimile, by nationally recognized courier or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the Corporation, in the manner required by this Section 1.8, within 60 (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the Corporation in the manner required by this Section 1.8. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of I-2 376 electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Prompt notice of the effectiveness of such action shall also be given to those stockholders who did not consent in writing. SECTION 1.9 Proxy Representation. Each stockholder entitled to vote at any meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person to act for him, her or it by proxy. No proxy shall be valid after three years from its date, unless it provides otherwise. Such authorization may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent (a) executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature, or (b) transmitting or authorizing the transmission of a telegram, cablegram or other electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. SECTION 1.10 Business for Stockholders' Meetings. (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) pursuant to the Corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by a stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 1.10, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 1.10. For business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) above, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the anniversary of the preceding year's annual meeting; provided, however, that if the date of the meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received no later than the close of business on the earlier of the 7th day following the date on which notice of the date of the meeting was mailed or a public announcement of the meeting was made. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the Corporation's books of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (c) the class and number of shares of stock of the Corporation which are owned beneficially and of record by such stockholder of record and by the beneficial owner, if any, on whose behalf the proposal is made, and (d) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made, in such business. Notwithstanding anything in this Section 1.10 to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 1.10. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that (x) a proposal does not constitute proper business to be transacted at the meeting or (y) business was properly brought before the meeting in accordance with the procedures prescribed by these Restated Bylaws, and if (s)he should so determine, (s)he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.10, a stockholder also shall comply with all I-3 377 applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, with respect to the matters set forth in this Section 1.10. (b) At any special meeting of stockholders, only such business as is specified in the notice of such special meeting given by or at the direction of the person or persons calling such meeting, in accordance with Section 1.3 hereof, shall come before such meeting. (c) Any written notice required to be delivered by a stockholder to the Corporation pursuant to these Restated Bylaws must be given, either by personal delivery, by verified facsimile, by nationally recognized courier or by registered or certified mail, postage prepaid, to the Secretary at the Corporation's principal executive offices. Any such stockholder notice shall set forth (i) the name and address of the stockholder proposing such business; (ii) a representation that the stockholder is entitled to vote at such meeting and a statement of the number of shares of the Corporation that are beneficially owned by the stockholder; (iii) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business; and (iv) as to each matter the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, the language of the proposal (if appropriate), and any material interest of the stockholder in such business. ARTICLE II BOARD OF DIRECTORS SECTION 2.1 Number and Term of Office. The business, property, and affairs of the Corporation shall be managed by or under the direction of the Board of the Corporation. The number of directors constituting the entire Board shall be not less than one (1) nor more than twelve (12) as fixed from time to time by vote of a majority of the entire Board; provided, however, that no decrease in the number of directors may shorten the term of any incumbent director. Unless a director resigns or is removed, he or she shall hold office until the next annual meeting of stockholders or until his or her successor is elected, whichever is later. SECTION 2.2 Nomination and Election. (a) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations for the election of Directors may be made by the Board or by a nominating committee of the Board or by any stockholder of record entitled to vote for the election of directors at such meeting; provided, however, that a stockholder may nominate persons for election as directors only if written notice (in accordance with Section 1.10(c) hereof) of such stockholder's intention to make such nominations is received by the Secretary not later than (i) with respect to an election to be held at an annual meeting of the stockholders, 60 days prior to the date specified in Section 1.1 hereof for such annual meeting (or if less than 40 days' notice or prior public disclosure of the date of the annual meeting is given or made to the stockholders, not later than the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made) and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, the close of business on the seventh business day following the date on which notice of such meeting is first given to stockholders. Any such stockholder's notice shall set forth (a) the name and address of the stockholder who intends to make a nomination; (b) a representation that the stockholder is entitled to vote at such meeting and a statement of the number of shares of the corporation that are beneficially owned by the stockholder; (c) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) as to each person the stockholder proposes to nominate for election or re-election as a director, the name and address of such person and such other information regarding such nominee as would be required in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had such nominee been nominated by the Board, and a description of any arrangements or understandings between the stockholder and such nominee and any other persons (including their names) pursuant to which the nomination is to be made; I-4 378 and (e) the consent of each such nominee to serve as a director if elected. If the facts warrant, the Board, or the chairman of a stockholders' meeting at which directors are to be elected, shall determine and declare that a nomination was not made in accordance with the foregoing procedure and, if it is so determined, the defective nomination shall be disregarded. The right of stockholders to make nominations pursuant to the foregoing procedure is subject to the rights of the holders of any class or series of stock having a preference over the Corporation's common stock as to dividends or upon liquidation. The procedures set forth in this Section 2.2 for nomination for the election of directors by stockholders are in addition to, and not in limitation of, any procedures now in effect or hereafter adopted by or at the direction of the Board or any committee thereof. (b) At each election of directors, the persons receiving the greatest number of votes (as assigned under the Certificate of Incorporation to the shares of the Corporation represented in person or by proxy at the meeting and entitled to vote), up to the number of directors to be elected, shall be the directors. SECTION 2.3 Chairman and Vice Chairman of the Board. The directors may elect a Chairman and a Vice Chairman of the Board who shall be subject to the control of and may be removed by the Board. The Chairman shall be an executive officer as provided in Section 4.1; the Vice Chairman, if elected, shall have such powers and duties as the Board may assign to him or her. SECTION 2.4 Meetings. Regular meetings of the Board of Directors may be held with notice at such time and place as shall from time to time be determined by the Board. Special meetings of the Board shall be held at such time and place as shall be designated in the notice of the meeting whenever called by the Chairman, the Chief Executive Officer (if a director), the President (if a director) or by a majority of the directors then in office. SECTION 2.5 Notice of Meetings. The Secretary, or in his or her absence any other officer of the Corporation, shall give each director notice of the time and place of holding of meetings of the Board (i) in writing by mail at least seven days before the meeting, (ii) in writing by verified facsimile, nationally recognized courier or personal service at least one (1) day before the meeting, or (iii) verbally at least one (1) day before the meeting. Unless otherwise stated in the notice thereof, any and all business may be transacted at any meeting without specification of such business in the notice. SECTION 2.6 Quorum and Organization of Meetings. A majority of the total number of members of the Board as constituted from time to time shall constitute a quorum for the transaction of business or, if vacancies exist on the Board, a majority of the total number of directors then serving on the Board provided that such number may be not less than one-third of the total number of directors fixed in the manner provided by these Restated Bylaws. If at any meeting of the Board (whether or not adjourned from a previous meeting) there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time and place, and the meeting may be held as adjourned without further notice or waiver. Except as otherwise provided by law or in the Certificate of Incorporation or these Restated Bylaws, a majority of the directors present at any meeting at which a quorum is present may decide any question brought before such meeting. Meetings shall be presided over by the Chairman, or in his or her absence, by the Chief Executive Officer, the President, or such other person as the directors may select. The Secretary of the Corporation shall act as secretary of the meeting, but in his or her absence, the chairman of the meeting may appoint any person to act as secretary of the meeting. A director of the Corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment I-5 379 thereof, or forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not dissent. SECTION 2.7 Committees. The Board may by resolution designate one or more committees, each committee to consist of one or more of the directors of the Corporation; provided, however, that persons who are not directors of the Corporation may also be members of such committees to the extent provided in the resolution of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution approved by every member of the Board and permitted by law, shall have and may exercise all the powers and authority of the Board in the management of the business, property, and affairs of the Corporation. Each committee of the Board may fix its own rules and procedures. Notice of meetings of committees, other than of regular meetings provided for by the rules, shall be given to committee members in a manner prescribed by such committee's rules or, if not so prescribed, in a manner permitted for delivery of notices of meetings of the Board. All action taken by committees shall be recorded in minutes of the meetings. SECTION 2.8 Action Without Meeting. Nothing contained in these Restated Bylaws shall be deemed to restrict the right of members of the Board or any committee designated by the Board to take any action required or permitted to be taken by them without a meeting, if all the members of the Board or committee, as the case may be, consent in writing to the adoption, and the writing or writings are filed with the minutes of proceedings of the Board or committee. SECTION 2.9 Telephone Meetings. Nothing contained in these Restated Bylaws shall be deemed to restrict the power of members of the Board, or any committee designated by the Board, to participate in a meeting of the Board, or a committee thereof, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. ARTICLE III OFFICERS SECTION 3.1 Number, Election and Term. Officers of the Corporation shall be a President, Secretary and an Assistant Secretary. The Board shall elect Officers at its first meeting, and at each regular annual meeting of the Board thereafter. Each Officer shall hold office until the next succeeding annual meeting of the Directors and until his successor shall be elected and qualified. Any one person may hold more than one office if it is deemed advisable by the Board. SECTION 3.2 Additional Officers and Agents. The Board may elect or appoint such other officers (including a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, a Treasurer, Controller and one or more Assistant Treasurers and Assistant Secretaries) as it may deem necessary or desirable. Each officer shall hold office for such term as may be prescribed by the Board from time to time. I-6 380 ARTICLE IV DUTIES OF OFFICERS SECTION 4.1 Chairman of the Board. The Chairman of the Board shall be an officer of the corporation responsible for guiding the strategic development of the Corporation and shall perform such other duties as shall be assigned to him or her by the Board from time to time. The Chairman of the Board shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as chairman of such meeting. In the event of the death of the Chief Executive Officer or his or her inability to act, the Chairman of the Board shall perform the duties of the Chief Executive Officer, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions on the Chief Executive Officer. SECTION 4.2 Chief Executive Officer. The Chief Executive Officer of the Corporation shall have general supervision of the business, affairs and property of the Corporation, and over its several officers. In general, the Chief Executive Officer shall have all authority incident to the office of Chief Executive Officer and shall have such other authority and perform such other duties as may from time to time be assigned by the Board or by any duly authorized committee of directors. The Chief Executive Officer shall have the power to fix the compensation of elected officers whose compensation is not fixed by the Board or a committee thereof and also to engage, discharge, determine the duties and fix the compensation of all employees and agents of the Corporation necessary or proper for the transaction of the business of the Corporation. If the Chief Executive Officer is not also the Chairman of the Board, then the Chief Executive Officer shall report to the Chairman of the Board. The Chief Executive Officer shall, unless a Chairman of the Board has been elected and is present, preside at meetings of the stockholders and the Board. SECTION 4.3 President. The President shall have general supervision of the operations of the Corporation. In general, but subject to any contractual restriction, the President shall have all authority incident to the office of President and shall have such other authority and perform such other duties as may from time to time be assigned by the Board or by any duly authorized committee of directors or by the Chairman of the Board. The President shall, at the request or in the absence or disability of the Chairman of the Board, or the Chief Executive Officer, or if no Chairman of the Board or Chief Executive Officer has been appointed by the Board, perform the duties and exercise the powers of such officer or officers. SECTION 4.4 Vice Presidents. Each vice president shall have such powers and duties as the Board, the Chief Executive Officer or the President assigns to him or her. SECTION 4.5 Secretary. The Secretary shall be the secretary of, and keep the minutes of, all meetings of the Board and the stockholders, and shall have such other powers and duties as the Board or the President assigns to him or her. In the absence of the Secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the chairman of the meeting. SECTION 4.6 Treasurer. The Treasurer of the Corporation shall be in charge of the Corporation's books and accounts. Subject to the control of the Board, the Treasurer shall have such other powers and duties as the Board, the Chief Executive Officer or the President assigns to him or her. SECTION 4.7 General Counsel. The General Counsel of the Corporation shall act as the chief legal officer of the Corporation, and shall assist the Secretary in all duties of the office of Secretary. In the case of absence, disability or death I-7 381 of the Secretary, the General Counsel shall perform and be vested with all the duties and powers of the Secretary until the Secretary shall have resumed such duties or the Secretary's successor is elected. ARTICLE V RESIGNATIONS, REMOVALS, AND VACANCIES SECTION 5.1 Resignations. Any director or officer of the Corporation, or any member of any committee, may resign at any time by giving written notice to the Board, the Chairman of the Board, the Chief Executive Officer, the President, or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time be not specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective. SECTION 5.2 Removals. Any officer elected by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Board may remove with or without cause any member of any committee and may, with or without cause, disband any committee. Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the votes entitled at the time to vote at an election of directors. SECTION 5.3 Vacancies. Except as otherwise set forth in this paragraph, any vacancy in the office of any director or officer through death, resignation, removal, disqualification, or other cause, and any additional directorship resulting from increase in the number of directors, shall be filled at any time by a majority of the directors then in office (even though less than a quorum remains) and the person so chosen shall hold office until his or her successor shall have been elected and qualified; or, if the person so chosen is a director elected to fill a vacancy, such person shall hold office for the unexpired term of his or her predecessor. ARTICLE VI CAPITAL STOCK SECTION 6.1 Stock Certificates. The certificates for shares of the capital stock of the Corporation shall be in such form as shall be prescribed by law and approved, from time to time, by the Board. Each certificate shall be signed by the Chairman of the Board, the Chief Executive Officer or the President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Any and all signatures on any such certificates may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. SECTION 6.2 Transfer of Shares. Upon compliance with provisions restricting the transfer or registration of transfer of shares of capital stock, if any, shares of the capital stock of the Corporation may be transferred on the books of the Corporation only by the holder of such shares or by his or her duly authorized attorney, upon the surrender to the Corporation or its transfer agent of the certificate representing such stock properly endorsed and the payment of taxes due thereon. I-8 382 SECTION 6.3 Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which, unless otherwise provided by law, shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. SECTION 6.4 Lost Certificates. The Board or any transfer agent of the Corporation may direct one or more new certificate(s) representing stock of the Corporation to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board (or any transfer agent of the Corporation authorized to do so by a resolution of the Board) may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as the Board (or any transfer agent so authorized) shall direct to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificates, and such requirement may be general or confined to specific instances. SECTION 6.5 Regulations. The Board shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, registration, cancellation, and replacement of certificates representing stock of the Corporation. ARTICLE VII MISCELLANEOUS SECTION 7.1 Corporate Seal. There shall be no corporate seal. SECTION 7.2 Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board. SECTION 7.3 Notices and Waivers Thereof. Whenever any notice is required by law, the Certificate of Incorporation, or these Restated Bylaws to be given to any stockholder, director, or officer, such notice, except as otherwise provided by law, may be given personally or by mail, verified facsimile or nationally recognized courier, addressed to such address as appears on the books of the Corporation. Any notice given by verified facsimile or nationally recognized courier shall be deemed to have been given when it shall have been transmitted or delivered for transmission (with the delivery receipt or, with respect to a facsimile, the answer back being deemed conclusive, but not exclusive, evidence of such delivery) and any notice given by mail shall be deemed to have been given when it shall have been deposited in the United States mail with postage thereon prepaid. Whenever any notice is required to be given by law, the Certificate of Incorporation, or these Restated Bylaws, a written waiver thereof, signed by the person entitled to such notice, whether before or after the meeting or the time stated therein, shall be deemed equivalent in all respects to such notice to the full extent permitted by law. The attendance of a stockholder or a director at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder or a director attends a meeting I-9 383 for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and makes such objection known at the beginning of the meeting. SECTION 7.4 Stock of Other Corporations or Other Interests. Unless otherwise ordered by the Board, the Chairman of the Board, the Chief Executive Officer and the President, and such attorneys or agents of the Corporation as may from time to time be authorized by the Board, the Chairman of the Board, the Chief Executive Officer or the President shall have full power and authority on behalf of this Corporation to attend and to act and vote in person or by proxy at any meeting of the holders of securities of any corporation or other entity in which this Corporation may own or hold shares or other securities, and at such meetings shall possess and may exercise all the rights and powers incident to the ownership of such shares or other securities which this Corporation, as the owner or holder thereof, might have possessed and exercised if present. The Chairman of the Board, the Chief Executive Officer and President, or such authorized attorneys or agents, may also execute and deliver on behalf of this Corporation powers of attorney, proxies, consents, waivers, and other instruments relating to the shares or securities owned or held by this Corporation. SECTION 7.5 Access to Information. Notwithstanding any right to the contrary contained in any agreement between the Corporation and any stockholder of the Corporation, no stockholder of the Corporation will be entitled to access to any defense articles, technical data or defense services as defined in the International Traffic in Arms Regulations (22 CFR 120-130) unless written approval is first granted by the Office of Defense Trade Controls of the U.S. Department of State or to other information having distribution restrictions under other U.S. export laws, unless such access is first approved by the applicable government agency. ARTICLE VIII AMENDMENTS The Board shall have the power to adopt, amend, or repeal bylaws except as otherwise provided by law or the Certificate of Incorporation. I-10 384 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 10 of New ICO's Certificate of Incorporation, as amended, requires indemnification of current or former directors of New ICO to the fullest extent not prohibited by the Delaware General Corporation Law. The Delaware General Corporation Law permits or requires indemnification of directors and officers in certain circumstances. The effects of the indemnification provisions are as follows: (a) The indemnification provisions grant a right of indemnification in respect of any proceeding (other than an action by or in the right of New ICO), if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of New ICO, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction or plea of nolo contendere, or its equivalent, is not, of itself, determinative that the person did not meet the required standards of conduct. (b) The indemnification provisions grant a right of indemnification in respect of any proceeding by or in the right of New ICO against the expenses (including attorney fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of New ICO, expect that no right of indemnification will be granted if the person is adjudged to be liable to ITGL. (c) Every person who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because of the person's status as a director or officer is entitled to indemnification as a matter of right. (d) Because the limits of permissible indemnification under Delaware law are not clearly defined, the indemnification provisions may provide indemnification broader than that described in (a) and (b). (e) New ICO may advance to a director or officer the expenses incurred in defending any proceeding in advance of its final disposition if the director or officer affirms in writing in good faith that he or she has met the standard of conduct to be entitled to indemnification as described in (a) or (b) above and undertakes to repay any amount advanced if it is determined that the person did not meet the required standard of conduct. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 2.1 Agreement and Plan of Merger dated as of August 11, 2000 between ICO-Teledesic Global Limited and New ICO Global Communications (Holdings) Limited (included in the Joint Proxy Statement/Prospectus as Appendix A).+ 2.2 Agreement and Plan of Merger dated as of May 12, 2000 among New Satco Holdings, Inc., New Satco Holdings Merger Sub, Inc. and Teledesic Corporation (included in the Joint Proxy Statement/Prospectus as Appendix B).+ 2.3 First Amendment to Agreement and Plan of Merger dated as of August 11, 2000 among ICO-Teledesic Global Limited (formerly New Satco Holdings, Inc.), New Satco Holdings Merger Sub, Inc. and Teledesic Corporation (included in the Joint Proxy Statement/Prospectus as Appendix C).+ 3.1 Restated Certificate of Incorporation of New ICO Global Communications (Holdings) Limited (included in the Joint Proxy Statement/Prospectus as Appendix H).+ 3.3 Restated Bylaws of ICO-Teledesic Global Limited (included in the Joint Proxy Statement/Prospectus as Appendix I).+
II-1 385 4.1 Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of Series A 5% Cumulative Convertible Redeemable Preferred Stock and Series B 5% Cumulative Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions thereof (included in the Joint Proxy Statement/Prospectus as Appendix G).+ 4.2 Form of Warrant granted to William H. Gates III and Craig O. McCaw on December 6, 1996.+ 4.3 Warrant Certificate for Class C Common Stock issued to Motorola International Development Corporation on June 30, 1999.* 4.4 ICO-Teledesic Global Limited Stockholders Agreement as of June 19, 2000.+ 4.5 Specimen Stock Certificate of New ICO Class A Common Stock.* 4.6 Specimen Stock Certificate of New ICO Class B Common Stock.* 5.1 Opinion of Davis Wright Tremaine LLP as to the legality of the securities being registered.* 8.1 Form of Opinion of Davis Wright Tremaine LLP regarding tax consequences of the New ICO Merger.* 8.2 Form of Opinion of Cadwalader Wickersham & Taft regarding tax consequences of the New ICO Merger.* 8.3 Form of Opinion of Davis Wright Tremaine LLP regarding the tax consequences of the Teledesic Merger.* 8.4 Form of Opinion of Jones, Day, Reavis & Pogue regarding tax consequences of the Teledesic Merger.* 10.1 Amended and Restated Lease Agreement, dated as of July 1, 1998, between Principal Mutual Life Insurance Company and Teledesic LLC.+ 10.2 Business Loan Agreement, dated June 19, 1998, between Bank of America NT & SA dba Seafirst Bank and Teledesic LLC, as amended by First Amendment dated August 4, 1998 and Second Amendment, dated January 27, 1999.+ 10.3 Letter Agreement between Teledesic Corporation and William Owens.+ 10.4 Employee Agreement and Proprietary Information Agreement between W. Russell Daggatt and Calling Communications Corporation (predecessor corporation to Teledesic Corporation), dated as of October 29, 1993.+ 10.5 Form of Teledesic Corporation Team Member Agreement and Proprietary Information Agreement.+ 10.6 Contract between Eagle River Investments LLC and Russell Daggatt, dated as of October 31, 1999.+ 10.7 New ICO Global Communications (Holdings) Limited 2000 Stock Incentive Plan.+ 10.7.1 Form of Stock Option Agreement.+ 10.8 Teledesic Corporation Restated 1994 Stock Option/Stock Issuance Plan.+ 10.8.1 Form of Stock Option Agreement.+ 10.8.2 Form of Stock Purchase Agreement.+ 10.9 Teledesic Corporation Layoff Benefit Policy for Teledesic Employees.* 10.10 Credit Agreement dated May 12, 2000 between New Satco Holdings, Inc. and Teledesic LLC.+ 10.11 Composite and Compiled Amendment Number 7 to the Satellite Contract between Hughes Space and Communications, Inc. and ICO Global Communications (Operations) Limited, dated August 31, 2000;** 10.12 Launch Services Supply and Management Contract between ICO Global Communications (Operations) Limited and Hughes Space and Communications, Inc. dated December 7, 1995, as amended;** 10.13 Ground Segment Supply Contract between NEC Corporation and ICO Global Communications (Operations) Limited, dated March 3, 1997, as amended;**
II-2 386 10.14 Termination Agreement. 21.1 Subsidiaries of ICO-Teledesic Global Limited.+ 21.2 Subsidiaries of New ICO Global Communications (Holdings) Limited.+ 23.1 Consent of Davis Wright Tremaine LLP (included in Exhibit 5.1).+ 23.2 Consent of Lehman Brothers.* 23.3 Consent of Jefferies & Company, Inc.* 23.4 Consent of Cadwalader Wickersham & Taft.* 23.5 Consent of Jones, Day, Reavis & Pogue.* 23.6 Consent of Arthur Andersen LLP.+ 23.7 Consent of PriceWaterhouseCoopers, LLP.+ 24.1 Powers of Attorney (included on page II-5 of the Registration Statement).+ 99.1 Fairness Opinion of Lehman Brothers regarding the Teledesic Merger (included in the Joint Proxy Statement/Prospectus as Appendix D).+ 99.2 Fairness Opinion of Jefferies & Company, Inc. regarding the New ICO Merger (included in the Joint Proxy Statement/Prospectus as Appendix E).+ 99.3 Form of Proxy of ICO-Teledesic Global Limited.+ 99.4 Form of Proxy of New ICO Global Communications (Holdings) Limited.+ 99.5 Form of Proxy of Teledesic Corporation.+
- --------------- * to be filed by amendment. ** confidential treatment requested for portions thereof. + filed previously. ITEM 22. UNDERTAKINGS (a) The undersigned registrants hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 387 (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (e) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 388 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Seattle, Washington, on October 12, 2000. ICO-TELEDESIC GLOBAL LIMITED By: /s/ GREG CLARKE ------------------------------------ Greg Clarke Chief Executive Officer NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) INC. By: /s/ W. RUSSELL DAGGATT ------------------------------------ W. Russell Daggatt Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dennis M. Weibling, and C. James Judson his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sing any amendments (whether pre-effective or post-effective) to this registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, May do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 12, 2000. ICO-TELEDESIC GLOBAL LIMITED
SIGNATURE TITLE --------- ----- /s/ GREG CLARKE Chief Executive Officer (Principal - ----------------------------------------------------- Executive Officer) Greg Clarke /s/ LARRY FROEBER* Controller (Principal Financial and - ----------------------------------------------------- Accounting Officer) Larry Froeber /s/ CRAIG O. MCCAW* Chairman - ----------------------------------------------------- Craig O. McCaw
II-5 389
SIGNATURE TITLE --------- ----- /s/ GREG CLARKE Director - ----------------------------------------------------- Greg Clarke /s/ W. RUSSELL DAGGATT Director - ----------------------------------------------------- W. Russell Daggatt /s/ BRIAN FINN* Director - ----------------------------------------------------- Brian Finn /s/ SAM GINN* Director - ----------------------------------------------------- Sam Ginn /s/ MICHAEL LARSON* Director - ----------------------------------------------------- Michael Larson /s/ WILLIAM A. OWENS* Director - ----------------------------------------------------- William A. Owens /s/ GEORGE TAMKE* Director - ----------------------------------------------------- George Tamke /s/ DENNIS WEIBLING* Director - ----------------------------------------------------- Dennis Weibling
NEW ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
SIGNATURE TITLE --------- ----- /s/ W. RUSSELL DAGGATT Chief Executive Officer (Principal - ----------------------------------------------------- Executive Officer) W. Russell Daggatt /s/ LARRY FROEBER* Controller (Principal Financial and - ----------------------------------------------------- Accounting Officer) Larry Froeber /s/ CRAIG O. MCCAW* Chairman - ----------------------------------------------------- Craig O. McCaw /s/ W. RUSSELL DAGGATT Director - ----------------------------------------------------- W. Russell Daggatt /s/ STEVEN W. HOOPER* Director - ----------------------------------------------------- Steven W. Hooper /s/ NICOLAS KAUSER* Director - ----------------------------------------------------- Nicolas Kauser /s/ WAYNE PERRY* Director - ----------------------------------------------------- Wayne Perry /s/ DENNIS M. WEIBLING* Director - ----------------------------------------------------- Dennis M. Weibling /s/ C. SCOTT BARTLETT, JR.* Director - ----------------------------------------------------- C. Scott Bartlett, Jr. /s/ DONNA ALDERMAN* Director - ----------------------------------------------------- Donna Alderman /s/ CHARLES M. SKIBO* Director - ----------------------------------------------------- Charles M. Skibo *By: - ----------------------------------------------------- Power of Attorney
II-6 390 EXHIBIT INDEX 2.1 Agreement and Plan of Merger dated as of August 11, 2000 between ICO-Teledesic Global Limited and New ICO Global Communications (Holdings) Limited (included in the Joint Proxy Statement/Prospectus as Appendix A).+ 2.2 Agreement and Plan of Merger dated as of May 12, 2000 among New Satco Holdings, Inc., New Satco Holdings Merger Sub, Inc. and Teledesic Corporation (included in the Joint Proxy Statement/Prospectus as Appendix B).+ 2.3 First Amendment to Agreement and Plan of Merger dated as of August 11, 2000 among ICO-Teledesic Global Limited (formerly New Satco Holdings, Inc., New Satco Holdings Merger Sub, Inc. and Teledesic Corporation) (Included in the Joint Proxy Statement/ Prospectus as Appendix C).+ 3.1 Restated Certificate of Incorporation of New ICO Global Communications (Holdings) Limited (included in the Joint Proxy Statement/Prospectus as Appendix H).+ 3.3 Restated Bylaws of ICO-Teledesic Global Limited (included in the Joint Proxy Statement/Prospectus as Appendix I).+ 4.1 Certificate of Designation, Preferences and Relative, Participating, Optional and Other Special Rights of Series A 5% Cumulative Convertible Redeemable Preferred Stock and Series B 5% Cumulative Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions thereof (included in the Joint Proxy Statement/Prospectus as Appendix G).+ 4.2 Form of Warrant granted to William H. Gates III and Craig O. McCaw on December 6, 1996.+ 4.3 Warrant Certificate for Class C Common Stock issued to Motorola International Development Corporation on June 30, 1999.* 4.4 ICO-Teledesic Global Limited Stockholders Agreement as of June 19, 2000.+ 4.5 Specimen Stock Certificate of New ICO Class A Common Stock.* 4.6 Specimen Stock Certificate of New ICO Class B Common Stock.* 5.1 Opinion of Davis Wright Tremaine LLP as to the legality of the securities being registered.* 8.1 Form of Opinion of Davis Wright Tremaine LLP regarding tax consequences of the New ICO Merger.* 8.2 Form of Opinion of Cadwalader Wickersham & Taft regarding tax consequences of the New ICO Merger.* 8.3 Form of Opinion of Davis Wright Tremaine LLP regarding the tax consequences of the Teledesic Merger.* 8.4 Form of Opinion of Jones, Day, Reavis & Pogue regarding tax consequences of the Teledesic Merger.* 10.1 Amended and Restated Lease Agreement, dated as of July 1, 1998, between Principal Mutual Life Insurance Company and Teledesic LLC.+ 10.2 Business Loan Agreement, dated June 19, 1998, between Bank of America NT & SA dba Seafirst Bank and Teledesic LLC, as amended by First Amendment dated August 4, 1998 and Second Amendment, dated January 27, 1999.+ 10.3 Letter Agreement between Teledesic Corporation and William Owens.+ 10.4 Employee Agreement and Proprietary Information Agreement between W. Russell Daggatt and Calling Communications Corporation (predecessor corporation to Teledesic Corporation), dated as of October 29, 1993.+
391 10.5 Form of Teledesic Corporation Team Member Agreement and Proprietary Information Agreement.+ 10.6 Contract between Eagle River Investments LLC and Russell Daggatt, dated as of October 31, 1999.+ 10.7 New ICO Global Communications (Holdings) Limited 2000 Stock Incentive Plan.+ 10.7.1 Form of Stock Option Agreement.+ 10.8 Teledesic Corporation Restated 1994 Stock Option/Stock Issuance Plan.+ 10.8.1 Form of Stock Option Agreement.+ 10.8.2 Form of Stock Purchase Agreement.+ 10.9 Teledesic Corporation Layoff Benefit Policy for Teledesic Employees.+* 10.10 Credit Agreement dated May 12, 2000 between New Satco Holdings, Inc. and Teledesic LLC.+ 10.11 Composite and Compiled Amendment Number 7 to the Satellite Contract between Hughes Space and Communications, Inc. and ICO Global Communications (Operations) Limited, dated August 31, 2000;** 10.12 Launch Services Supply and Management Contract between ICO Global Communications (Operations) Limited and Hughes Space and Communications, Inc. dated December 7, 1995, as amended;** 10.13 Ground Segment Supply Contract between NEC Corporation and ICO Global Communications (Operations) Limited, dated March 3, 1997, as amended;** 21.1 Subsidiaries of ICO-Teledesic Global Limited.+ 21.2 Subsidiaries of New ICO Global Communications (Holdings) Limited.+ 23.1 Consent of Davis Wright Tremaine LLP (included in Exhibit 5.1).+ 23.2 Consent of Lehman Brothers.* 23.3 Consent of Jefferies & Company, Inc.* 23.4 Consent of Cadwalader Wickersham & Taft.* 23.5 Consent of Jones, Day, Reavis & Pogue.* 23.6 Consent of Arthur Andersen LLP.+ 23.7 Consent of PriceWaterhouseCoopers, LLP.+ 24.1 Powers of Attorney (included on page II-5 of the Registration Statement.+ 99.1 Fairness Opinion of Lehman Brothers regarding the Teledesic Merger (included in the Joint Proxy Statement/Prospectus as Appendix D).+ 99.2 Fairness Opinion of Jefferies & Company, Inc. regarding the New ICO Merger (included in the Joint Proxy Statement/Prospectus as Appendix E).+ 99.3 Form of Proxy of ICO-Teledesic Global Limited.+ 99.4 Form of Proxy of New ICO Global Communications (Holdings) Limited.+ 99.5 Form of Proxy of Teledesic Corporation.+
- --------------- * to be filed by amendment. ** confidential treatment requested for portions thereof. + filed previously. EX-10.11 2 v64075a1ex10-11.txt AMENDMENT NO. 7 TO THE SATELLITE CONTRACT 1 31 August 2000 - Amendment 7 Satellite Contract Contract Number: ICOO/95-1002/NR - -------------------------------------------------------------------------------- ================================================================================ COMPOSITE COMPILED SATELLITE CONTRACT BETWEEN HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. AND I-CO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED DATED AS OF 3 OCTOBER 1995 ================================================================================ CONTRACT NUMBER: ICOO/95-1002/NR Page 1 2 TABLE OF CONTENTS
Page No. ARTICLE 1 DEFINITION....................................................... 5 ARTICLE 2 SCOPE OF WORK.................................................... 12 ARTICLE 3 DELIVERY SCHEDULE................................................ 14 ARTICLE 4 CONTRACT PRICE, PAYMENT AND ADJUSTMENTS.......................... 17 ARTICLE 5 SATELLITE PERFORMANCE PAYMENTS; * INCENTIVES; * INCENTIVES....... 23 ARTICLE 6 RESERVED......................................................... 44 ARTICLE 7 PERMITS AND LICENSES: GOVERNMENT APPROVALS....................... 45 ARTICLE 8 ACCEPTANCE....................................................... 47 ARTICLE 9 TITLE AND RISK OF LOSS........................................... 54 ARTICLE 10 FORCE MAJEURE.................................................... 57 ARTICLE 11 CONSEQUENCES OF LATE DELIVERY.................................... 58 ARTICLE 12 ACCESS TO WORK IN PROGRESS AND DATA.............................. 64 ARTICLE 13 INDEMNIFICATION.................................................. 66 ARTICLE 14 WARRANTY......................................................... 68 ARTICLE 15 SATELLITE NOT LAUNCHED AFTER AVAILABLE FOR SHIPMENT DATE......... 70 ARTICLE 16 TAXES AND DUTIES................................................. 72 ARTICLE 17 TERMINATION...................................................... 74 ARTICLE 18 DATA RIGHTS...................................................... 85 ARTICLE 19 INTELLECTUAL PROPERTY INDEMNITY.................................. 87 ARTICLE 20 RIGHTS IN INVENTIONS............................................. 89 ARTICLE 21 CONFIDENTIALITY.................................................. 92 ARTICLE 22 INTERPRETATION................................................... 96 ARTICLE 23 PUBLICITY........................................................ 99 ARTICLE 24 NOTICES.......................................................... 100 ARTICLE 25 INTEGRATION...................................................... 102 ARTICLE 26 ASSIGNMENT....................................................... 103 ARTICLE 27 SEVERABILITY..................................................... 105 ARTICLE 28 CORRECTIVE MEASURES IN UNLAUNCHED SATELLITES..................... 106 ARTICLE 29 I-COGC'S RESPONSIBILITIES........................................ 107 ARTICLE 30 DISPUTES AND ARBITRATION......................................... 110 ARTICLE 31 MISSION OPERATIONS AND LAUNCH SUPPORT............................ 111 ARTICLE 32 STORAGE.......................................................... 112 ARTICLE 33 OPTIONS.......................................................... 113 ARTICLE 34 LIMITATION OF LIABILITY.......................................... 120 ARTICLE 35 MISCELLANEOUS.................................................... 122 ARTICLE 36 MAJOR SUBCONTRACTORS............................................. 126 ARTICLE 37 SPECIAL PROVISION APPLICABLE TO SATELLITE F15.................... 127 ARTICLE 38 ADDITIONAL SATELLITES OF THE SAME GENERATION AND DESIGN.......... 130 ARTICLE 39 FINALIZATION OF RADAR SPECIFICATION AND MODIFICATION............. 131
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 2 3 ARTICLE 40 RESERVED......................................................... 134 ARTICLE 41 SPACE SEGMENT SUPPORT TO SEIT.................................... 135
THIS COMPOSITE COMPILED CONTRACT is effective as of the third day of October, 1995, BETWEEN: I-CO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, a company incorporated in the Cayman Islands as an Exempted Company having its registered office at the Huntlaw Building, PO Box 1350, Fort Street, Georgetown, Grand Cayman, Cayman Islands (hereinafter referred to as "I-COGC") and HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware, USA, with a place of business in El Segundo, California, (hereinafter referred to as "Hughes"). WHEREAS, I-COGC desires to procure fifteen Satellites delivered on the ground to designated launch sites, together with delivery of an engineering model (EM) payload, an integrated TT&C ground segment and additional hardware and services for launch preparations, mission operations and post-launch commissioning and test as part of a fixed and mobile satellite communications system subject to the terms and conditions hereof; and WHEREAS, Hughes desires to supply the same in accordance with the terms and conditions hereof; and WHEREAS, the Parties to this Contract acknowledge that certain delivery requirements under this composite compiled contract have already been met. Page 3 4 WHEREAS, the Parties have entered into a separate but interrelated launch services supply and management contract ;and WHEREAS, this Contract has been amended by Amendment 1 dated 26 June 1996, Amendment 2 dated 9 September 1996, Amendment 3 dated 6 April 1998, Amendment 4 dated 21 January 1998, Satellite Variation Agreement to the Contract on 11 March 1998, Amendment 5 dated 7 August 1998, and Amendment 6 dated 7 August 1998, the terms and conditions of all such amendments having been incorporated in this composite compiled Contract. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, and intending to be legally bound hereby, the Parties hereto agree as follows: Page 4 5 ARTICLE 1 DEFINITIONS In this Contract, unless the context otherwise requires, the following terms shall have the meaning stated hereunder: A. "ACCEPTANCE TEST PLAN" means the test plan which is incorporated herein and made a part of this Contract and is EXHIBIT D to this Contract. B. "Affiliate" means, with respect to a Party, any subsidiary or holding company (as determined by the Companies Act 1985 of Great Britain) at any tier of such Party. C. "Associate" means any individuals or legal entities, organized under public or private law, who shall, directly or indirectly, on behalf of or at the direction of either Party to this Contract fulfill any of the obligations undertaken by such Party in this Contract including, but without limitation, the Affiliates, Subcontractors, Consultants, employees, officers, directors or agents of each of them and of each of the Parties. D. "ATP" means the contract made between the Parties as of 05 July 1995 entitled "Preparatory Phase of Inmarsat-P Space Segment". E. "Available for Shipment" means that the Satellite, Engineering Model Payload or Satellite Control Equipment and other relevant Work has successfully passed all in-plant acceptance tests, has undergone a Pre-Shipment Review (if applicable) and has been agreed ready to be shipped. F. "Business Day" means a day on which I-COGC or Hughes (as appropriate for affected Party) is open for business, excluding Saturdays, Sundays and public holidays. Page 5 6 G. "Consultant(s)" means a person or organization identified to Hughes, which person is retained by I-COGC to provide I-COGC with technical advice and/or management services. H. "Contract" means this written instrument embodying the agreement between Hughes and I-COGC, including the EXHIBITS annexed hereto and made a part of this Contract, as may be varied in accordance with the provisions of this Contract. I. "Contract Price" means the total amount expressed in this Contract ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, as may be varied in accordance with the provisions of this Contract. J. "Day" means a continuous 24-hour period commencing at 2400 Midnight (Greenwich Mean Time). K. "Delivery" shall have the meaning ascribed to it in ARTICLE 3, DELIVERY SCHEDULE. L. "Delivery Date" means in respect of a Satellite or GCE that Delivery date specified in ARTICLE 3, DELIVERY SCHEDULE, taking into account the number of Days of Excusable Delay, if any, within the meaning of ARTICLE 10, FORCE MAJEURE, or otherwise excused by the terms of this Contract M. "Delivery Schedule" means the timetable for Delivery set forth in ARTICLE 3, DELIVERY SCHEDULE. N. "Designated Launch Site" means the launch facility provided by the applicable Launch Services Provider. Page 6 7 0. "Documentation" means documentation to be delivered under this Contract, as more fully described in EXHIBIT A, STATEMENT OF WORK. P. "Effective Date of Contract (EDC)" means the last date that this Contract was duly signed by both Parties. P1. "Employment Cost Index" or "ECI" means the U.S. Department of Labor Employment Cost Index for wages & salaries - professional, specialty, and technical workers and is published by the U.S. Department of Labor, Bureau of Labor Statistics. P2. "Engineering Model Payload" means that which is defined in EXHIBIT A, STATEMENT OF WORK. Q. "Excusable Delay" shall have the meaning ascribed to it in ARTICLE 10, FORCE MAJEURE. R. "Ground Control Equipment (GCE)" means Ground TT&C hardware and software services to support telemetry, tracking, command and spacecraft control monitoring equipment being manufactured and delivered under this Contract as part of the Work, as more particularly described in EXHIBIT A, STATEMENT OF WORK. S. "I-CO Program" means the program to establish a system for fixed and mobile communications, data, and ancillary services using the Satellites and any earth stations operating at any time in conjunction therewith. The term "Inmarsat P" as used in the Exhibits and as applied to various elements of this program shall have the same meaning as "I-CO". Page 7 8 T. "I-COSL" means ICO Services Limited. I-COSL has been appointed a Consultant and has been given authority under an agreement with I-COGC to manage this Contract on behalf of I-COGC. All notices, instructions or consultations which are given or engaged in by I-COSL in the performance of its management and consultancy functions in relation to this Contract shall be deemed, pursuant to the aforesaid agreement, to have been given by I-COGC and shall be binding on I-COGC. Notwithstanding the foregoing, I-COSL is not authorized to vary the terms of this Contract in any manner whatsoever unless and to the extent that the I-COGC authorized representative referred to in ARTICLE 24, NOTICES, advises Hughes in writing to the contrary. U. "Intentional Ignition" means the intentional ignition of any first stage motor of the Launch Vehicle by the Launch Services Provider or, for Atlas Launch Services, the point in time during the launch countdown when initiation of the gas generator ignitors firing command and firing of any of the gas generator ignitors occurs. V. "Launch Attempt" or "Launch" means the point in time when there is Intentional Ignition. W. "Launch Operations Services for Satellites" means the services provided by Hughes in support of the launch mission as defined in EXHIBIT A, STATEMENT OF WORK. X. "Launch Readiness Review" shall have the meaning ascribed to it in ARTICLE 8.4. Y. "Launch Services" means the services which the applicable Launch Services Provider provides under its Launch Services agreement. Z. "Launch Services Provider" means the organization(s) which Hughes has contracted with under the proposed interrelated contract referred to in the Recitals to perform Launch Page 8 9 Services, including furnishing the Launch Vehicle, launch support, equipment and facilities for the purpose of launching the Satellites into orbit. AA. "Launch Vehicle" means a vehicle provided by the applicable Launch Services Provider by which a Satellite is to be launched into orbit. BB. "Less than Satisfactorily Operating Satellite" means a Satellite which exhibits Less than Satisfactory Operation CC. "Less than Satisfactory Operation" means that not all performance parameters for a Satellite meet the requirements of EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION. DD. "Major Subcontractor" shall have the meaning ascribed to it in ARTICLE 36, MAJOR SUBCONTRACTORS. EE. "Month" means a calendar month. FF. "Navigation Payload" means that element of the Satellite payload which provides navigation services in accordance with EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION, and which is separable from the Work as described in ARTICLE 6, NAVIGATION PAYLOAD. GG. "Operational Lifetime" means the twelve year (4383 Day) performance period of the Satellite. This performance period commences on the day when the Satellite is positioned at its Specified Orbit and completion of in-orbit testing, or forty-five (45) Days after Launch, whichever is earlier. The term "Service Life" shall have the same meaning. Page 9 10 HH. "Party" or "Parties" means an entity or all entities, according to the context, which has or have signed this Contract. II. "Payload Control System (PCS)" means the integrated suite of hardware, software, and operations products that collectively will be used to support normal, on-station, ICO payload traffic control operations. The PCS will provide data to assist in operations relating to satellite diagnostics, calibration, payload trending, and short-term storage. PCS will also assist IOT and satellite failure investigation efforts as required. JJ. "Performance Commencement Date (PCD)" means 05 July 1995 being the date of the signature of the ATP. KK. "Pre-Shipment Review" shall have the meaning ascribed to it in ARTICLE 8, ACCEPTANCE. LL. "PRODUCT ASSURANCE PLAN" means the PRODUCT ASSURANCE PLAN which is incorporated herein and made a part of this Contract and is EXHIBIT C to this Contract. MM. "PCS System Requirement Review (SRR)" shall have the meaning ascribed to it in Article 5.2.5 of EXHIBIT A, STATEMENT OF WORK. NN. "Satellite" means the satellite(s) to be provided to I-COGC as part of the Work as defined below (including the firm and exercised optional satellites). The term "Spacecraft" shall be interchangeable with the term "Satellite" and has the same meaning. OO. "Satisfactorily Operating Satellite" means a Satellite which exhibits Satisfactory Operation Page 10 11 PP. "Satisfactory Operation" means that all performance parameters for a Satellite meet the requirements of EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION. QQ. "Service Life" shall have the same meaning as "Operational Lifetime". RR. "Spacecraft Operating Procedures" means the written directives and instructions for operating the Satellite as described in EXHIBIT A, STATEMENT OF WORK. SS. "Specified Orbit"" means, with respect to a Satellite, the intermediate circular orbit plane and spacing specified in accordance with EXHIBIT B, TECHNICAL SPECIFICATION. TT. "STATEMENT OF WORK" or "SOW" means the STATEMENT OF WORK which is incorporated herein and made a part of this Contract and is EXHIBIT A to this Contract. UU. "Subcontractor" means a person, firm, corporation, consultant or business entity which has been awarded a subcontract by Hughes, to provide a portion of the Work covered by this Contract. VV. "Successfully Launched Satellite" means that the elements of the Specified Orbit established by the Launch Vehicle and the orientation and time of separation are within three (3) sigma limits of the Launch Vehicle performance as established in the interface control document or equivalent, and the Satellite has not suffered damage caused by any failure or malfunction of the Launch Vehicle. WW. "Work" means all labor, services, acts (including tests to be performed), items, materials, articles, data, documentation, equipment, matters and things to be furnished, and rights to be transferred under this Contract. Page 11 12 The ARTICLE and ARTICLE headings are for convenience of reference only and shall not be considered in interpreting this Contract. Where the context so requires, words importing the masculine gender include the feminine and neuter genders where the context so requires. The Recitals of this Contract are descriptive only and shall not create or affect obligations of the Parties. Page 12 13 ARTICLE 2 SCOPE OF WORK 2.1 In accordance with the terms and conditions of this Contract, Hughes shall sell, and I-COGC shall purchase the Work (including fifteen (15) Satellites) and Hughes shall furnish and perform all elements of the Work for the purposes of such sale. Hughes shall furnish and perform the Work in accordance with the provisions of this Contract and shall perform the Work to the extent and in the manner specified in the following documents, which are attached hereto and made a part of this Contract:
Document Date EXHIBIT A - STATEMENT OF WORK 24 Aug 2000 EXHIBIT B - SATELLITE TECHNICAL SPECIFICATION 25 Aug 2000 EXHIBIT C - PRODUCT ASSURANCE PLAN 25 Aug 2000 EXHIBIT D - ACCEPTANCE TEST PLAN 24 Aug 2000 EXHIBIT E - GCE IMPLEMENTATION AND TEST PLAN 3 Oct 1995 EXHIBIT F - GCE TECHNICAL SPECIFICATION 3 Oct 1995 EXHIBIT G - GCE PRODUCT ASSURANCE PLAN 3 Oct 1995 EXHIBIT H - MILESTONE PAYMENT PLAN 24 Aug 2000 EXHIBIT I - I-COGC GUARANTEE 3 Oct 1995 EXHIBIT J - HUGHES GUARANTEE 3 Oct 1995 EXHIBIT K - PCS TECHNICAL SPECIFICATION AND TEST PLAN 10 Dec 1997
2.2 In the event of any inconsistency among or between the parts of this Contract, such inconsistency shall be resolved by giving precedence in the order of the parts as set forth below: Page 13 14 Page 14 15 A. CONTRACT ARTICLES B. STATEMENT OF WORK (EXHIBIT A) C. SATELLITE TECHNICAL SPECIFICATION (EXHIBIT B) D. ACCEPTANCE TEST PLAN (EXHIBIT D) E. PRODUCT ASSURANCE PLAN (EXHIBIT C) F. GCE TECHNICAL SPECIFICATION (EXHIBIT F) G GCE IMPLEMENTATION AND TEST PLAN (EXHIBIT E) H. GCE PRODUCT ASSURANCE PLAN (EXHIBIT G) I. MILESTONE PAYMENT PLAN (EXHIBIT H) J. I-COGC GUARANTEE (EXHIBIT I) K. HUGHES GUARANTEE (EXHIBIT J) L. PCS TECHNICAL SPECIFICATION AND TEST PLAN (EXHIBIT K) 2.3 The ATP is hereby subsumed and incorporated into this Contract as if it had formed a part of this Contract ab initio. For the avoidance of doubt, monies paid by I-COGC under the ATP * are deemed to have been paid on account of the total Contract Price and Hughes' share of the cost of the ATP is included in the Contract Price. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 15 16 ARTICLE 3 DELIVERY SCHEDULE 3.1 The following goods and services forming part of the Work to be provided under this Contract shall be delivered on or before the dates specified below.
Item Delivery/Performance Date Place of Delivery - ------------------------------------------------------------------------------------ 1. Satellite F1 5 Oct 1998 Designated Launch Site 2. Satellite F2 18 Jan 2002 Designated Launch Site 3. Satellite F3 15 Feb 2002 Designated Launch Site 4. Satellite F4 15 Mar 2002 Designated Launch Site 5 Satellite F5 12 Apr 2002 Designated Launch Site 6. Satellite F6 17 May 2002 Designated Launch Site 7. Satellite F7 14 Jun 2002 Designated Launch Site 8. Satellite F8 12 Jul 2002 Designated Launch Site 9. Satellite F9 16 Aug 2002 Designated Launch Site 10. Satellite F10 13 Sep 2002 Designated Launch Site 11. Satellite F11 11 Oct 2002 Designated Launch Site 12. Satellite F12 8 Nov 2002 Designated Launch Site 13. Satellite F13 3 Jan 2003 Designated Launch Site 14. Satellite F14 16 Feb 2003 Designated Launch Site 15. Satellite F15 1 Apr 2003 Designated Launch Site 16. Ground Control 5 Jun 1998 per SOW Equipment (GCE) 17. Initial Satellite Per EXHIBIT A I-COGC Satellite Control Mission Operations Center and SAN Sites and In-Orbit Testing Services
Page 16 17 18. Launch Site Per EXHIBIT A Designated Launch Site Operations Services 19. Training Per EXHIBIT A EL Segundo, California and SCC 20. Documentation Per EXHIBIT A EL Segundo, California 21. Engineering Model 05 Jul 1997 El Segundo California* Payload 22. Payload Control 28 Nov 1998 El Segundo, California, SCC, System and SANs per SOW
Notes: * Hughes is acting as custodian of and will maintain and upgrade the Engineering Model Payload, as provided in the Statement of Work. 3.2 Delivery of a Satellite shall be deemed to have occurred upon arrival of the Satellite at the Designated Launch Site subject to a visual inspection by I-COGC to ensure that there is no apparent physical loss or damage in transit and that the Satellite is available for commencement of the launch campaign and subject also to the provisions of ARTICLE 8.6, and where applicable, ARTICLE 11.4. 3.3 Delivery of items 16 and 22 of ARTICLE 3.1 shall take place upon Final Acceptance pursuant to the provisions of ARTICLE 8, ACCEPTANCE. Deliverable Documentation which requires I-COGC approval shall not be deemed to be delivered and accepted until such approval is received from I-COGC. 3.4 Delivery of all other items of Work shall be deemed to have occurred upon arrival of the item at the place of delivery or upon completion of the service as the case may be. Page 17 18 3.5 For a Satellite having been determined Available for Shipment and placed into storage in accordance with ARTICLE 32, STORAGE, or ARTICLE 33, OPTIONS, Delivery shall be deemed to have occurred upon arrival of the Satellite at the storage location. Page 18 19 3.6 Packing and shipping will be in accordance with EXHIBIT A, STATEMENT OF WORK. Page 19 20 ARTICLE 4 CONTRACT PRICE, PAYMENT AND ADJUSTMENTS 4.1 CONTRACT PRICE AND PAYMENT The Contract Price for the construction portion of this Contract (totaling * ), together with the maximum potential incentives (Satellite Performance Incentives, * Incentives, * Incentives, * Incentives, and the * Incentive Payments) (totaling * ), is (US) two billion two hundred and thirteen million eight hundred and ninety-five thousand six hundred ninety dollars (US$2,213,895,690) as shown below. I-COGC shall pay the Contract Price to Hughes in accordance with the terms set forth below and in the Payment Schedule of EXHIBIT H, MILESTONE PAYMENT PLAN, and ARTICLE 5, SATELLITE PERFORMANCE PAYMENTS. Construction Portion
Item Price (US$) * * * * * * * * * * Subtotal Construction Price *
* Does not include Launch Operations or Mission Operations Services, the price of which is determined in accordance with Article 31. ** The Contract Price for F15 is subject to escalation if placed in call-up status as provided in Article 37. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 20 21 Incentives Portion * * * * * * * * * * * Subtotal Incentives Price * Contract Price (Construction + Incentives) 2,213,895,690
4.2 I-COGC shall pay each milestone amount identified in EXHIBIT H, MILESTONE PAYMENT PLAN by the end of the relevant Hughes fiscal quarter if the invoice and certification from Hughes for that particular milestone event has been completed and received at least fifteen (15) Days prior to the end of Hughes fiscal quarter. Hughes will identify on each invoice the specific day in March, June, September or December that coincides with the end of Hughes fiscal quarter. For the avoidance of doubt, no invoice may be submitted unless the relevant milestone has been completed. In the event I-COGC determines that the requirements for such milestone event have not been fulfilled, and if I-COGC gives notice to Hughes of such non-fulfillment within five (5) Business Days after receipt of Hughes' invoice and certification, the applicable payment may be delayed until fifteen (15) Days after I-COGC has determined that the * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 21 22 requirements for such milestone event have been fulfilled. For the purpose of this ARTICLE 4.2, receipt by I-COGC of an invoice and of Hughes' certification shall occur upon receipt of a copy thereof by the authorized on-site representative referred to in ARTICLE 4.3. 4.3 The invoices will separately identify any applicable taxes and duties and shall be addressed to I-COGC at the following address: Page 22 23 I-CO Global Communications (Operations) Limited Huntlaw Building P.O. Box 1350 Fort Street Georgetown, Grand Cayman Cayman Islands but submitted both via an internationally recognized air courier and via telefax to: I-CO Services Limited 1 Queen Caroline Street Hammersmith, London W6 9BN United Kingdom Attention: Contract Administrator (Space Segment) Fax #44-208-600-1199 and with a copy given by hand to an authorized on-site representative of I-COGC at the Hughes' facility. 4.4 Amounts payable are to be remitted by telegraphic transfer to a bank to be advised in writing by Hughes. 4.5 Should Hughes fulfill the requirements for a particular payment milestone prior to the date specified in EXHIBIT H, MILESTONE PAYMENT PLAN, Hughes shall have the right to invoice and receive payment early for that milestone provided that: 1. Hughes has not received a cumulative payment amount in excess of the total amount of the milestone payments scheduled for that calendar date, and Page 23 24 2. I-COGC agrees at its sole discretion that the early fulfillment of the milestone event significantly facilitates the timely performance of the Work under the Contract. 4.6 Hughes shall have no right to obtain partial payments for milestone events that are not completed but Hughes may, from time to time, request partial payment for a partially completed milestone, and if I-COGC (at I-COGC's sole discretion) determines such partial payment to be appropriate under the circumstances, then Hughes shall be entitled to submit an invoice. Such partial payment shall be made by I-COGC within fifteen (15) Days after the date of receipt of the invoice to which it relates. The remainder of the milestone payment shall be paid in accordance with ARTICLE 4.2. 4.7 With respect to any other amounts payable under the Contract, the Party entitled to payment shall make a written demand for, or shall submit an invoice if so requested by the payor, after such entitlement becomes established, and the payor shall make payment within thirty (30) Days after receipt of a valid written demand or valid invoice unless the Contract specifies to the contrary. 4.8 Within 15 Days of EDC, I-COGC shall provide a parent company guarantee of I-COGC's obligations substantially in the form set forth in EXHIBIT I, I-COGC GUARANTEE. 4.9 Within 15 Days of EDC, Hughes shall provide a parent company guarantee of Hughes' obligations substantially in the form set forth in EXHIBIT J, HUGHES GUARANTEE. 4.10 No dispute with respect to the payment of any amount under this Contract shall relieve the disputing Party of its obligation to pay all other amounts due and owing under this Contract. All disputed amounts, unless otherwise specified in the Contract, shall be paid Page 24 25 into an interest-bearing escrow account at Bank of America, Concord, California, Account No. (to be established later), within fifteen (15) Days after receipt of invoice. After the dispute is settled, the Party entitled to the amount or part thereof in escrow shall receive such amount together with all interest thereon and the costs and fees associated with such escrow account shall be paid by each Party in inverse proportion to the amounts received by each Party. 4.11 The Contract Price for Satellites F1-F12 includes all Launch Operations and Mission Operations Services. The Contract Price for F2-F12 Launch Operations and Mission Operations Services is based upon seven (7) Florida and four (4) Russia Launches (as shown in the table below). Should I-COGC direct a change(s) to this Launch site allocation, and such change is not the result of late Delivery of the Satellite(s), and such change has a material effect on the reasonably expected costs of such Launch Operations and Mission Operations Services, then the Contract Price will be adjusted (up or down) by the amount of such Launch Operations and Mission Operations Services increase or decrease in expected costs in accordance with ARTICLE 22.3.C. For reference purposes, the designated Launch sites and sequence are as follows:
Satellite Designated Launch Site --------- ---------------------- F2 Florida F3 Florida F4 Florida F5 Florida F6 Kazakhstan F7 Kazakhstan F8 Florida F9 Florida F10 Kazakhstan F11 Kazakhstan F12 Florida
Page 25 26 ARTICLE 5 SATELLITE PERFORMANCE PAYMENTS; * INCENTIVES; * INCENTIVES 5.1 For Satisfactory Operation of the F1-F12 Satellites delivered under this Contract over their Operational Lifetime, Hughes shall, in addition to the amounts paid as specified in EXHIBIT H, MILESTONE PAYMENT PLAN, be entitled to payments in the amount of * for each Satellite. For Satisfactory Operation of the F13-F15 Satellites delivered under this Contract over their Operational Lifetime, Hughes shall, in addition to the amounts paid as specified in Exhibit H, MILESTONE PAYMENT PLAN, be entitled to payments in the amount of * for each satellite. The foregoing incentives for F1-F15 are referred to herein as the "Satellite Performance Incentives." No Satellite Performance Incentives will be owing with respect to any Satellite that is terminated pursuant to ARTICLE 17. 5.2 The first (US) * of potential liquidated damages for late delivery pursuant to ARTICLE 11, CONSEQUENCES OF LATE DELIVERY which are not incurred, (or such lesser amount which is actually available), shall be used to establish a performance refund pool (the "Refund Pool"). This pool represents an amount of additional Hughes' liability which shall be treated as if I-COGC had elected payment refund and had paid the Refund Pool as part of the Satellite Performance Incentives at the time of Launch, save that for this amount the Operational Lifetime of the Satellite shall be deemed to be nine (9) Months and earned accordingly * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 26 27 on a linear basis over that period. This amount shall be apportioned equally over the 12 Satellites being delivered under this Contract. The foregoing amount is not an incentive that will be payable by I-COGC but instead is a Hughes liability that, if not extinguished by Satisfactory Operation of the 12 Satellites, will be paid by Hughes to I-COGC (or, at I-COGC's option, offset against any I-COGC payments to be made to Hughes). 5.3 Payment of these amounts shall be made on the basis of either payment refund or payment over time. Election of the basis of payment shall be made by I-COGC for each Satellite prior to the Available for Shipment date. Regardless of the manner of payment, incentives, or if applicable the balance of Satellite Performance Incentives not forfeited under ARTICLE 5.6 and/or 5.8 for each individual Satellite are earned linearly on a daily basis over the Operational Lifetime of the Satellite. Earned incentives are no longer subject to reduction for Less than Satisfactory Operation. A. If payment refund is selected, then the total amount of incentives due to Hughes on each Satellite as determined in ARTICLE 5.6 shall be invoiceable by I-COGC after successful completion of in-orbit tests or 45 Days after Launch, whichever is earlier. B. If payment over time is selected, then each Satellite shall start earning incentives commencing either forty five (45) Days after the launch date or upon successful completion of in-orbit tests, whichever is earlier. At the end of the first Month subsequent to such commencement date, Hughes shall invoice I-COGC for the partial Month's incentives earned during that Month. Thereafter, invoices shall be submitted at the end of each calendar Month for the next one hundred forty four (144) Months. The final invoice shall be for the outstanding balance of earned Satellite Performance Incentives for that Satellite which have not yet been paid. Page 27 28 The amount of each payment invoiced (save in respect of a partial Month) shall be one one-hundred-forty-fourth (1/144) of the total amount for each Satellite stated in ARTICLE 5.1, reduced by any percentage reduction calculated under this ARTICLE for Less than Satisfactory Operation, and increased by the compounded interest rate at a composite LIBOR + 3% starting from successful completion of in-orbit tests or forty-five (45) Days after Launch, whichever is earlier. When payments are being made on multiple Satellites, the invoices shall be aggregated and submitted for payment at the end of each calendar month. I-COGC shall pay each amount with fifteen (15) Days after receipt of the invoice. Whenever the term "interest" is used in this ARTICLE 5, the interest rate associated with said "interest" shall be LIBOR + 3%, compounded monthly, unless otherwise stated. 5.4 In the event that a Satellite is placed in storage, then the payment provisions of this ARTICLE shall be modified as follows: A. If the Satellite is stored for I-COGC convenience for a period exceeding 3 Months, then the Satellite Performance Incentive payments for that Satellite shall be handled as follows: 1. If payment refund is selected, then the full amount of the Satellite Performance Incentives for that Satellite is due and invoiceable in full 3 Months after the Delivery of the Satellite. 2. If payment over time is selected, then calculation of the compound interest rate applied to each payment (when finally made) shall start 3 Page 28 29 Months after Delivery of the Satellite, regardless of the time when the in-orbit tests are actually completed. 3. For avoidance of doubt, when such stored Satellite is removed from storage and launched, then the full amount of the Satellite Performance Incentives must still be earned (or forfeited) in accordance with the other provisions of this ARTICLE 5. B. In the event that the Satellite is placed into storage for reasons other than for I-COGC convenience (including but not limited to late Delivery of the Satellite or launch delays) then the provisions of ARTICLE 5.4.A shall not apply and no payment or escalation, as appropriate, shall be due or apply until completion of in-orbit tests or 45 Days after Launch, whichever is the earlier. C. Notwithstanding the above, if such stored Satellite is not removed from storage within five (5) years after entry into storage for purposes of Launch, then all Satellite Performance Incentives for said Satellite shall be deemed to have been earned in full. If payment over time was selected, then the full amount of the Satellite Performance Incentives shall be immediately due and payable together with escalation thereon provided that storage was for I-COGC's convenience as provided for in ARTICLE 5.4.A. 5.5 In the event that a Satellite is launched but is not a Successfully Launched Satellite, then the full amount of the incentives for that Satellite shall be immediately due and payable by I-COGC in full within 3 Business Days after receipt of the corresponding insurance proceeds but in no event later than 30 days after such launch. Page 29 30 A. Notwithstanding the above, if a failure to achieve the Specified Orbit can be remedied by utilization of the Satellite propulsion system such that the Satellite can be placed into the Specified Orbit, then the Satellite shall be treated as a Successfully Launched Satellite only for purposes of this ARTICLE with the proviso that the Operational Lifetime shall be recalculated based on the amount of propellants remaining at the beginning of the Operational Lifetime. Such Satellite Performance Incentives will be linearly earned over that resultant lifetime. B. If it is later proven that the Satellite failed to achieve the status of a Successfully Launched Satellite because the Launch Vehicle was destroyed or damaged by the Satellite, then the Satellite Performance Incentives payment on that Satellite will be refunded by Hughes, together with interest at LIBOR + 3%. 5.6 A Successfully Launched Satellite shall immediately be subjected to a series of in-orbit tests as specified in EXHIBIT D, ACCEPTANCE TEST PLAN. The results of these tests shall be used by I-COGC to determine the status of the Satellite as either exhibiting Satisfactory Operation, or Less than Satisfactory Operation. If election of the basis of Satellite Performance Incentive payments made by I-COGC pursuant to ARTICLE 5.3 was payment refund, then: A. If the Satellite was determined to be a Satisfactorily Operating Satellite, then I-COGC shall pay to Hughes under the terms of ARTICLE 5.3.A above, the full amount of Satellite Performance Incentives for the Satellite as stated in ARTICLE 5.1. Page 30 31 B. If the Satellite was determined to be a Less than Satisfactorily Operating Satellite, then I-COGC shall determine the amount of reduction in the Satellite Performance Incentives stated in ARTICLE 5.1 and ARTICLE 5.2 (if any) in accordance with the other provisions of ARTICLE 5.8. The balance of said Satellite Performance Incentives shall be deemed available to be earned as described in other sections of this ARTICLE. The resultant amounts shall be paid to Hughes by I-COGC in the case of Satellite Performance Incentives referred to in ARTICLE 5.1 under the terms of ARTICLE 5.3.A and by Hughes to I-COGC in the case of Satellite Performance Incentives referred to in ARTICLE 5.2. If Hughes disputes I-COGC's determination, then this dispute shall be resolved pursuant to ARTICLE 30, DISPUTES AND ARBITRATION. If election of the basis of performance payments made by I-COGC pursuant to ARTICLE 5.3 was payment over time, then: C. If the Satellite was determined to be a Satisfactorily Operating Satellite, then the full amount of Satellite Performance Incentives for the Satellite as stated in ARTICLE 5.1 shall be deemed available to be earned and paid as described in other sections of this ARTICLE. D. If the Satellite was determined to be a Less than Satisfactorily Operating Satellite, then I-COGC shall determine the amount of reduction in the Satellite Performance Incentives stated in ARTICLE 5.1, in accordance with the other provisions of ARTICLE 5.8. The balance of said Satellite Performance Incentives shall be deemed available to be earned and paid as described in other sections of this ARTICLE. If Hughes disputes I-COGC's determination, then this dispute shall be resolved pursuant to ARTICLE 30, DISPUTES AND ARBITRATION. Page 31 32 5.7 To the extent that any failure to maintain Satisfactory Operation is caused by 1) a failure of I-COGC to operate or have operated the Satellite in accordance with the written directives and instructions furnished to I-COGC in the Spacecraft Operating Procedures and any applicable service notes for the Satellites, such having been furnished under this Contract and not being such as to prevent I-COGC from achieving Satisfactory Operation, save that this exclusion shall not apply to operation by Hughes; or 2) radio interference by third parties (over and above that for which the Satellite is specified), then Hughes' entitlement to Satellite Performance Incentives shall not be affected, provided that Hughes shall have the burden of proving such causation. 5.8 During periods of time that a Satellite does not provide the performance specified in EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION but I-COGC elects to continue using the Satellite for communications services, a reduction in the Satellite Performance Incentives not previously forfeited under ARTICLE 5.6 or this ARTICLE will be calculated as set forth below in this ARTICLE 5.8 and in ARTICLE 5.9. If payment refund was elected, then the reduction in the incentive amount shall be due and payable by Hughes to I-COGC at such time as the amount of reduction is agreed between the Parties, save that if the reduction is determined at the time of the initial in-orbit tests, then said reduction shall be subtracted from the payment due Hughes at completion of said tests. If payment over time was elected, then the percentage reduction shall apply to all remaining Satellite Performance Incentive payments for that Satellite, and no reduction shall apply to payments already made. A. I-COGC will determine the effective loss of capacity (number of communications circuits) or availability (link margin available to initiate and maintain a communications circuit). Page 32 33 B. Capacity will be determined by inspecting the non-conforming specified parameter(s) and calculating the effective loss of S-band or C-band EIRP. If the Satellite continues to support the full design capacity, (assuming availability is unaffected) * of Satellite Performance Incentives will be earned. If the effective EIRP is reduced by 3 dB relative to that available from a Satellite which meets the performance in EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION, Satellite Performance Incentive earnings reduce to * . Partial Satellite Performance Incentives will be earned for effective degradations between 0 dB and -3 dB according to the following linear scale:
S-band or C-Band EIRP Degradation, dBW % Capacity Incentives Earned ------------------------------------------------------------ 0 * * -1 * * -2 * * -3 * *
C. Availability will be determined by inspecting the non-conforming specified parameter(s) and calculating the effective loss of S-band G/T. If the Satellite continues to support the full availability, (assuming capacity is unaffected), then * of Satellite Performance Incentives will be earned. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 33 34 If the effective S-band G/T is reduced by 3 dB relative to that available from a Satellite that meets the performance in EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION then Satellite Performance Incentive earnings reduce to * . Partial Satellite Performance Incentives will be earned for effective degradations between 0 dB and -3 dB according to the following scale:
S-Band G/T Degradation, dB Incentives Earned -------------------------- ----------------- 0 * -1 * -2 * -3 *
D. The Parties acknowledge that capacity or availability loss may also result from out-of-specification performance of other parameters due to loss of usable bandwidth, or inability to use EIRP or G/T at full efficiency. These effects are difficult to determine a priori. I-COGC will perform appropriate analyses to compute the impact on capacity or availability if and when such specific non-conformances occur. E. Earned incentives will be based on the lower of the degraded capacity as calculated per paragraph (B) above, or degraded availability as calculated per paragraph (C), taking into account the factors under paragraph (D) above. F. Where performance can be fully restored by a one time switch to redundant equipment, full Satellite Performance Incentive earnings apply. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 34 35 G. In the case of the S-band antennas, where antenna element redundancy is not required, a graceful performance loss is expected if individual element paths fail or do not perform to specification. If performance loss is solely due to loss of an element path, then full Satellite Performance Incentives will be earned provided seven (7) or less elements fail or cease to achieve specified performance. If more than seven (7) elements fail or cease to achieve specified performance, then the capacity and availability calculations discussed above shall be made. The reference for the EIRP and G/T reductions shall be the level of performance specified in EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION less the 0.7 dBW EIRP and 0.4 dB G/T reductions associated with loss of elements as permitted in EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION. H. I-COGC will determine the extent of non-conforming specification parameters for the purpose of incentive calculations based on a combination of: i. In-orbit performance measurements using the I-COGC in-orbit test facilities ii. The on-board self test facility iii. Antenna pattern computations based on element excitation coefficients. I-COGC will not seek to lower Satellite Performance Incentive payments for performance reduction resulting from a non-conformance with a specification, to the extent such non-conformance is within the measurement uncertainties of the in-orbit test results. Page 35 36 I-COGC will grant to Hughes access to all in-orbit performance and/or diagnostic data available to allow Hughes to perform an independent assessment of degraded performance. I. Notwithstanding the above determinations, if performance is degraded below 50% capacity or availability but I-COGC at its sole discretion elects to use the Satellite for revenue-bearing purposes, the Parties will negotiate an equitable incentive plan. 5.9 Outages due to intermittent equipment operation or faulty hardware/software design (for example, ESD induced switchoffs, passive intermodulation, attitude control loop failures) shall result in loss of Satellite Performance Incentives equated to disruption of services, not time to recover outage. For outages which are less than one day in duration, the loss of Satellite Performance Incentives for each such outage in a twelve month period beginning at the commencement or anniversary of Operational Lifetime ("Operational Year") shall be as follows, where the incentives lost will be that amount which would have been otherwise earned in the time period stated: Page 36 37
Outage Lost Incentives ------ --------------- First * Second * Third * Fourth * Fifth I-COGC may declare the Satellite a total loss per ARTICLE 5.10
For the first outage in an Operational Year which is longer than one day in duration, the loss of incentives shall be one calendar month for each week or fraction thereof that the Satellite is out of service during said outage. Upon occurrence of the second such outage in an Operational Year, or if any outage cannot be rectified within one Month, then I-COGC may declare the Satellite as a total loss pursuant to ARTICLE 5.10. For the purpose of this ARTICLE 5.9, outages will not result in a reduction in the Satellite Performance Incentives due Hughes if: 1) The outage(s) occurs on a spare Satellite, or 2) The outage(s) occurs on a Satellite prior to the commencement of commercial service on that Satellite and the outage(s) do not impact system test and/or pre-commercial service trials. 5.10 I-COGC shall have the right to claim a total loss if repeated outages result in the Satellite failing to offer a satisfactory service and results in I-COGC withdrawing the Satellite from operational service. If I-COGC uses said Satellite for experiments or testing in lieu of operational service, no Satellite Performance Incentives shall be due to Hughes for said usage. If I-COGC elects to use the Satellite for a degraded service a partial incentive payment shall be negotiated. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 37 38 5.11 If I-COGC has to make investment in additional ground segment staffing or facilities (hardware or software) to keep a Less than Satisfactorily Operating Satellite in operational service, the cost of the additional investment will be deducted from Hughes' unearned incentives for that Satellite if payment over time has been selected by I-COGC, or Hughes will pay I-COGC the corresponding cost (not to exceed the unearned incentives for that Satellite) if payment refund has been selected by I-COGC. 5.12 If at any time after Satellite Performance Incentives are reduced by this ARTICLE the performance of a Satellite improves, the incentives will be adjusted to the percentage applicable to the new performance level adjusted for the incentive provisions of ARTICLE 5.11, if applicable. I-COGC will test each Satellite placed out of service quarterly to determine if such Satellite's performance level has improved. 5.13 Hughes shall have the opportunity to re-earn all partial Satellite Performance Incentives lost, not to exceed * , during the first twelve (12) operational years of each Satellite, including any performance refund amounts paid by Hughes to I-COGC under ARTICLE 5.2, if a Satellite(s) is (are) providing revenue generating communications services in accordance with this ARTICLE during the 13th and 14th operational years. (For the purpose of this ARTICLE, in-orbit spares shall be considered to be providing revenue generating communication services.) However, if a Satellite is declared a total loss, then only the incentives lost prior to total loss declaration are re-earnable. The re-earnable amount will be the amount of incentives lost prorated by the number of operational days for that Satellite divided by four thousand three hundred and eighty (4,380). An extended life Satellite Performance Incentive pool will be established. At no time shall the extended life performance pool amount be less than zero. All re-earnable lost Satellite Performance Incentives will be added to this pool, it being understood that the said pool be notional only and shall not require I-COGC to segregate any monies for this purpose. The extended life Satellite Performance Incentive value for each Satellite * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 38 39 will be determined by dividing the total number of operational Satellites in their first twelve operational years (and still providing revenue generating communications services in accordance with this ARTICLE) into the total value of the extended life performance pool at that time. However, such extended life Satellite Performance Incentives shall not exceed * per year for each Satellite. The amount of each Satellite's extended life Satellite Performance Incentives will be determined at the completion of each Satellite's 12th operational year. No additional lost Satellite Performance Incentives will be added to, or deleted from, a Satellite's extended life performance pool once that Satellite is operating in its extended life period. The value of each Satellite's extended life Satellite Performance Incentive will be evaluated in accordance with this ARTICLE and earned linearly over the 13th and 14th operational years. All extended life Satellite Performance Incentives shall only be earned by Hughes if the Satellite(s) is providing revenue generating communications services in accordance with this ARTICLE which, for the avoidance of doubt, shall not include use for test or experimental purposes. Payment of these extended life Satellite Performance Incentive amounts shall be made on the basis of either payment refund or payment over time with interest in accordance with Article 5.3 of this Contract, except that the interest rate is calculated at LIBOR, at the time the incentives and any associated interest are lost. 5.14 In addition to the Satellite Performance Incentives specified in ARTICLE 5.1 above for Satisfactory Operation of the F13-F15 Satellites over their Operational Lifetime, Hughes shall, in addition to the amounts paid as specified in Exhibit H, MILESTONE PAYMENT PLAN, be entitled to payments in the amount of * for each Satellite (the * Incentive Payments") for the satisfactory operation of the * on board the F13-F15 Satellites. * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 39 40 * The amounts specified above are independent of one another and will only be paid if the * on board such Satellite operates satisfactorily. Determination of satisfactory operation of the * will be based upon the * performance verification procedure specified in ARTICLE 5.18 below. If any of the prior delivered Satellites (F2-F12) is not demonstrating on-orbit satisfactory operation of the * operation (up to a maximum of three complete failures of such Satellites, no * Incentive Payments being payable if such F2-F12 failures exceed three), then the maximum amount payable for each of the F13-F15 Satellites will be reduced by the such maximum amount multiplied by a fraction, the numerator of which is the number of such prior delivered Satellites not demonstrating on-orbit satisfactory operation and the denominator of which is 11. For the purposes of this paragraph, a "complete failure" shall be deemed to have occurred when the * the point at which the incentives earned will have reached zero percent (0%) under the table in Section 5.18. The * Incentive Payments will be payable six (6) months after Launch. If I-COGC directs that any of the F13-F15 Satellites be placed into storage and such storage continues for six or more months, the amount of the * Incentive Payments (reduced as described above in the event any of the F2-F12 Satellites are not demonstrating successful on-orbit * operation), will be payable six months after placement into storage. If, after successful launch of the previously stored (F13-F15) Satellite(s), the Satellite does not demonstrate successful * operation on-orbit, the * Incentive Payments received by * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 40 41 Hughes for that Satellite shall be immediately refunded to I-COGC with interest from the date of payment at LIBOR + 3%, compounded monthly. In the event that any of the F13-F15 Satellites is launched but is not a Successfully Launched Satellite, then the full amount of the * Incentive Payments for that Satellite(s) shall be due and payable by I-COGC six months after the launch. If any of the F13 through F14 Satellites are terminated for I-COGC's convenience as specified in ARTICLE 17 TERMINATION, then in addition to I-COGC's obligations under ARTICLE 17, the * Incentive Payments (reduced as described above in the event any of the F2-F12 Satellites are not demonstrating successful on-orbit * operation) for the terminated Satellite(s) shall be due and payable by I-COGC on the then current nominal Delivery Date for the F13 and/or F14 Satellite(s). In the event, that any of the eleven (11) F2-F12 Satellites were terminated for I-COGC's convenience prior to I-COGC's termination of F13 and/or F14, I-COGC's * Incentive Payment shall be reduced by 1/11th for each terminated F2-F12 Satellite. No interest is to accrue on the * Incentive Payments payable by I-COGC. 5.15 * incentives (the " * Incentives") totaling * will be paid by I-COGC to Hughes after completion of * events to be mutually agreed upon by the Parties no later than 30 Days after the completion of the System Preliminary Design Review (PDR). The target will be approximately 20%, 40% and 40% in 2001, 2002 and 2003, respectively. If Hughes and I-COGC have not mutually agreed upon the definition of * events within 30 Days after the completion of PDR as provided above, the dispute resolution process specified in ARTICLE 30, DISPUTES AND ARBITRATION, will apply. Notwithstanding any other provision in this Contract, the foregoing * Incentives will not be payable unless and until the corresponding * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 41 42 event has occurred (regardless of the reasons for any failure of such event to occur). * I-COGC will use its commercially best efforts to negotiate with each of its key suppliers system incentives generally tied to the same events and proportionately similar in amount as incentives for Hughes in order to maximize alignment of interest and avoid gaming by individual suppliers at the expense of other companies. No interest will accrue on the * Incentives payable by I-COGC. 5.16 Integrated * incentives (the " * Incentives") totaling * will be defined by the Parties and paid by I-COGC to Hughes in accordance with a performance formula and definition of * parameters to be mutually agreed upon by the Parties no later than 30 Days after the completion of the System Preliminary Design Review (PDR). Formula variables will include, for example, system capacity and quality of service parameters measured over applicable time periods * . The target appropriation for the integrated * incentives will be approximately 80% divided approximately equally for performance periods expected to occur in calendar years 2003, 2004, 2005, and 2006, with the remaining 20% divided approximately equally for performance periods events expected to occur in calendar years 2007 through 2014. Notwithstanding any other provision in this Contract, the * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 42 43 foregoing * Incentives will not be payable unless and until the corresponding * has occurred (regardless of the reasons for any failure of such performance to occur). No interest will accrue on the * Incentives payable by I-COGC. In the event that Hughes and I-COGC have not mutually agreed to the definition of * parameters within 30 Days after the completion of the PDR as provided above, the dispute resolution process specified in ARTICLE 30, DISPUTES AND ARBITRATION, will apply. 5.17 * incentives (the * Incentives") totaling * are included in the price specified in ARTICLE 4. * The incentive amounts specified above are independent of one another and will be paid in accordance with the following criteria. These incentives will be conditioned upon full demonstration of * performance on the first * Satellite (including all affected unit design and unit manufacturers) and will be payable within fifteen (15) Days after I-COGC's determination that the requirements for each of the following events has occurred: 25% on successful completion of unit test (including all affected unit designs and unit manufacturers); 25% on successful completion of spacecraft test (including all affected unit designs and unit manufacturers); and 50% on successful verification as set forth in ARTICLE 5.18 after six months on-orbit for the first in-orbit * Satellite (including all affected unit designs and unit manufacturers). No interest will accrue on these * incentives. 5.18 The Satellite * will be tested in accordance with the test methodology as described in Section 6.7 of EXHIBIT D. For purposes of accountability, Hughes will supply specific procedures to measure the performance described below. I- * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 43 44 COGC will be responsible for procuring and making available the `cooperative emitter', generating the operating plan, and obtaining the permits, licenses, and authority to operate the "cooperative emitter" used as a source for the test. In addition, I-COGC shall obtain and disclose calibration data for the source so that the validity of the test results can be established. If a calibrated, suitable source is not available to provide the ability to verify spacecraft performance in-orbit, then a modified test approach shall be mutually agreed between the Parties within six (6) Months after Launch of the first * Satellite. Based upon the results of the testing, the * Performance Incentives shall be paid in accordance with the following criteria: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 44 45 * Incentive Criteria Given a cooperative S-band interference source on the ground with an uplink EIRP of no more than * at the edge of coverage (no more than * incident flux density at the Satellite), within * and a signal bandwidth between *, partial * incentives shall be earned according to the following formula:
S-band G/T degradation relative to Exhibit B Table 3.4.3-1 Specification Incentives Earned ------------------------------------- ----------------- degradation (less than or equal to) 4 dB * degradation (greater than) 4 dB * degradation (greater than) 4.5 dB * degradation (greater than) 5 dB *
The intent of this formula is to devise a simple quantitative metric (averaged over at least 10 seconds of integration time) to capture the gross noise floor changes due to all * including spurious and harmonic products. * Incentive Criteria The * performance shall be measured in accordance with Section 6.7 of EXHIBIT D to verify that the * function properly executes and that the equivalent G/T disturbance duration (based on * plus measurement margin due to the in-orbit environment) is within 20% of the specified time in EXHIBIT B Table 3.5.14-1. Measurement margin shall be mutually agreed at the time of the * CDR. If * occurs and the disturbance duration is verified, then the * incentives will be paid to Hughes. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 45 46 If the in-orbit performance of a Satellite suggests that the * modifications are not operating correctly, and no * in-orbit testing has yet been performed on the Satellite, then Hughes agrees to perform appropriate in-orbit testing to verify the performance of the * modification. 5.19 Hughes agrees not to insure against the risk of losing (or, in the case of the Refund Pool, paying) any of the incentives (including, without limitation, the Satellite Performance Incentives, the Refund Pool, the * in this ARTICLE (including such incentives as may be applicable to F15 or any of the optional Satellites). * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 46 47 ARTICLE 6 RESERVED Page 47 48 ARTICLE 7 PERMITS AND LICENSES: GOVERNMENT APPROVALS 7.1 Hughes shall, at its own expense, secure all Government permits, licenses, approvals and consents as may be required for the performance of the Work under this Contract. Hughes shall perform the Work in accordance with the conditions thereof. I-COGC shall, make commercially reasonable efforts to provide to Hughes in a timely manner all applicable updating information related to the ownership and control of the "new" ICO to include foreign and domestic ownership, corporate structure, members of the board, and governance. Hughes and I-COGC agree to develop a process for working together to resolve all licensing issues in a manner and on a schedule that is consistent with the scheduled delivery dates. Such process will include periodic meetings to review program export status, consultation with I-COGC prior to submission of new or materially-amended export licenses, and, as applicable, provision to I-COGC of copies of export licenses and subsequent provisos. In addition, I-COGC will be responsible for the cost of any new license requirements that results from a change to the Contract requested or directed by I-COGC, whereas Hughes will be responsible for the cost of any license modifications/updates not resulting from a change to the Contract requested or directed by I-COGC. If I-COGC directs that Hughes relocate the Hughes-provided TT&C equipment currently at the I-COGC's SAN site in India to another location, I-COGC agrees to reimburse Hughes on a cost reimbursement basis for all reasonable costs incurred, including a ten percent (10%) fee. 7.2 Notwithstanding this or any other ARTICLE in this Contract, the Parties understand and agree that certain restrictions are placed on access to Hughes' plant and the use of technical data and hardware delivered under this Contract with relation to the approvals Page 48 49 Hughes must obtain from the U.S. Government. As a result, the Parties agree that such access and the actual delivery of any technical data will be under a separate agreement which shall require prior U.S. Government approval. Hughes shall prepare said agreement and, in consultation with I-COGC, shall request U.S. Government approval. Request for U.S. Government approvals shall be sufficiently comprehensive to allow Hughes to fulfill all of its obligations hereunder including but not limited to the rights of access and inspection granted to I-COGC and its Consultants under this Contract. 7.3 The hardware ("hardware products") furnished under this Contract will be authorized by the U.S. Government for export only to I-COGC or to the Designated Launch Site for Launch into space or in the case of GCE to the installation sites. The products may not be resold, diverted, transferred, trans-shipped or otherwise be disposed of in any other country, either in their original form or after being incorporated through an intermediate process into other end items without the prior written approval of the U.S. Government. Additionally, transferring registration or control to any other person or business entity of the products furnished under this Contract is considered an export and as such also requires prior written approval from the U.S. Government. I-COGC represents and warrants that the ultimate end use of the products is for telecommunications services. 7.4 I-COGC is responsible for obtaining all Governmental licenses and permits, approvals and consents as may be required for the importation of the Work (other than the Satellite(s)) to the applicable delivery location (including those which are required for GCE and PCS installation), or relating to the use or operation of the Work following delivery, including the Satellite(s), GCE, PCS and other related items. 7.5 The obligations contained in this ARTICLE 7 shall survive expiration or termination of this Contract for whatever cause. Page 49 50 ARTICLE 8 ACCEPTANCE 8.1 Final Acceptance of any Satellite shall only arise following the occurrence of each of the following events: A. Preliminary acceptance (following successful completion of the Pre-Shipment Review); and B. Successful completion of the Launch Readiness Review, following Delivery of the Satellite to the Designated Launch Site. 8.2 No Satellite shall be delivered either to a Designated Launch Site or into Storage until preliminary acceptance of that Satellite, whereupon the Satellite shall be Available for Shipment. 8.3 The procedure for effecting a Pre-Shipment Review shall be as follows: A. Hughes shall conduct a Pre-Shipment Review at its premises prior to dispatch of any Satellite from its premises; B. The Pre-Shipment Review shall verify that: 1. The Satellite protoflight or acceptance testing has been satisfactorily completed in accordance with EXHIBIT D, ACCEPTANCE TEST PLAN; 2. All discrepancies or non-conformances have been corrected or dispositioned; Page 50 51 3. The Satellite, ground support equipment, and supporting documentation as specified in EXHIBIT A, STATEMENT OF WORK, and EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION, are ready for shipment based on an inspection of the Satellite and examination of the data package. A Pre-Shipment Review cannot be deemed completed until all documentation relating to such review has been delivered. C. At least fifteen (15) Business Days written notice of the date of the Pre-Shipment Review shall be given by Hughes to I-COGC; D. I-COGC shall have the right to send representatives to attend the Pre-Shipment Review; E. Preliminary acceptance shall arise upon the occurrence of any of the following: 1. The Pre-Shipment Review complies in all respects with the provisions of ARTICLE 8.3.B, and I-COGC notifies Hughes of their acceptance of the Pre-Shipment Review within 5 Business Days following successful completion. Failure of I-COGC to so notify Hughes shall be deemed to constitute acceptance of said review; or 2. The Pre-Shipment Review complies in all respects with ARTICLE 8.3B save for minor non-conformances that have not been corrected or dispositioned which Hughes demonstrates at the review to I-COGC's reasonable satisfaction have no adverse affect upon the capability of the Satellite to perform its on-orbit mission throughout its Operational Lifetime, and I-COGC notifies Hughes of their acceptance of the Pre-Shipment Review within 5 Business Days following successful Page 51 52 completion. Failure of I-COGC to so notify Hughes shall be deemed to constitute acceptance of said review; or 3. If the Pre-Shipment Review contains non-conformances which require correction, within five (5) Business Days after the said review, I-COGC shall request correction of non-conforming conditions affecting the Satellite in writing ("PSR Correction Notice"). Hughes shall promptly correct the non-conforming conditions referred to therein and, promptly following such correction, shall notify I-COGC that the corrections have taken place and shall invite I-COGC to send representatives to attend an inspection at which they will be entitled to verify that such corrections have been satisfactorily made. The provisions of this ARTICLE 8.3 shall thereafter apply mutatis mutandis to that inspection as if that inspection was the original Pre-Shipment Review. 8.4 Prior to integration of any Satellite with the Launch Vehicle at the Designated Launch Site, a Launch Readiness Review (LRR) shall be jointly conducted by Hughes and I-COGC. Hughes shall give I-COGC 15 days notice of shipment of the Satellite to the Designated Launch Site and I-COGC shall have the right to send representatives to attend the LRR. The purpose of the LRR is to confirm: A. The Satellite is ready for Launch. Any defects or non-conformances as may remain from the Pre-Shipment Review (which I-COGC has agreed may be corrected at the Designated Launch Site), or resulting from shipment or otherwise discovered during Satellite launch preparations shall have been satisfactorily corrected or dispositioned in the reasonable opinion of I-COGC; B. The TT&C Ground Control is ready to support launch and in-orbit operations of the Satellite. Readiness consists of prior Final Acceptance of the GCE, and the Page 52 53 preparedness of the GCE and the mission operations team to support launch and in-orbit operations; and C. The Launch Vehicle is ready for Launch. Upon successful completion of the LRR, the Satellite shall be released by I-COGC for Launch Vehicle integration. 8.5 Final Acceptance shall arise upon the occurrence of any of the following: A. The LRR demonstrates compliance in all respects with the provisions of ARTICLE 8.4.A (and 8.4.B for Satellite F1), and I-COGC notifies Hughes of their acceptance of the LRR within 5 Business Days following its successful completion. Failure of I-COGC to notify Hughes shall be deemed to constitute acceptance of said review; or B. The LRR demonstrates compliance in all respects with ARTICLE 8.4A (and 8.4B for Satellite F1) save for minor non-conformances that have not been corrected or dispositioned which Hughes demonstrates at the review to I-COGC's reasonable satisfaction have no adverse affect upon the capability of the Satellite to perform its on-orbit mission throughout its Operational Lifetime, and I-COGC notifies Hughes of their acceptance of the LRR within 5 Business Days following its successful completion. Failure of I-COGC to notify Hughes shall be deemed to constitute acceptance of said review; or C. If the LRR contains non-conformances which require correction, within five (5) Business Days after the said review I-COGC shall request correction of non-conforming conditions affecting the Satellite in writing ("LRR Correction Notice"). Hughes shall promptly correct the non-conforming conditions referred to therein Page 53 54 and, promptly following such correction, shall notify I-COGC that the corrections have taken place and shall invite I-COGC to send representatives to attend an inspection at which they will be entitled to verify that such corrections have been satisfactorily made. The provisions of this ARTICLE 8.4 shall thereafter apply mutatis mutandis to that inspection as if that inspection was the original Launch Readiness Review. 8.6 For the purposes of ARTICLES 3.2 and 11, CONSEQUENCES OF LATE DELIVERY, in the event that I-COGC serve a valid LRR Correction Notice upon Hughes: A. Delivery of the relevant Satellite shall be deemed to have occurred only upon Final Acceptance; and B. for the purposes of calculating any amounts payable pursuant to ARTICLE 11, CONSEQUENCES OF LATE DELIVERY: 1. No account shall be taken of the period from actual physical arrival of the relevant Satellite at its Designated Launch Site, subject to a visual inspection by I-COGC to ensure that there is no apparent physical loss or damage and that the Satellite is available for commencement of the launch campaign, until (and including) the date of a valid LRR Correction Notice relating to that Satellite; and 2. the obligation to pay liquidated damages shall terminate on the Day that Final Acceptance of that Satellite occurs. 8.7 Prior to shipment of the GCE to the sites selected by I-COGC Hughes shall conduct a Pre-Shipment Review at the Hughes plant. The Pre-Shipment Review shall be Page 54 55 conducted in accordance with EXHIBIT A, STATEMENT OF WORK. Hughes shall provide I-COGC fifteen (15) Business Days notice of the Pre-Shipment Review. 8.7.1 I-COGC shall direct Hughes to ship the GCE to the selected site(s) upon successful completion of the Pre-Shipment Review. The Pre-Shipment Review shall be deemed complete and preliminary acceptance occurs when the Parties agree that: A. factory acceptance testing in accordance with EXHIBIT E, GCE IMPLEMENTATION AND TEST PLAN, is complete; B. all open actions have been closed or a closure plan agreed by I-COGC; C. all non-conformances have been corrected or dispositioned. 8.7.2 I-COGC shall not withhold its preliminary acceptance of the GCE for minor non-conformances which Hughes demonstrates to I-COGC's reasonable satisfaction have no adverse effect upon the operation of the GCE in accordance with EXHIBIT F, GCE TECHNICAL SPECIFICATION. 8.8 Final Acceptance of the GCE shall occur upon successful completion of installation and checkout of the SCC at its installation site, TT&C equipment at the SAN site, an acceptance test of the complete GCE system, and closure of all action items from the Pre-Shipment Review. Provided however if there is a delay in installation and checkout due to unavailability of hardware or facilities not the responsibility of Hughes, and in particular if the beneficial occupancy dates for the SCC and SAN in accordance with the table in ARTICLE 29.1.A are not met by I-COGC, then there shall be a day for day adjustment to the Delivery Date for the GCE and I-COGC shall be responsible for any reasonable costs directly related to the delay. Page 55 56 8.9 Final Acceptance of the Engineering Model Payload shall occur upon successful completion of the testing specified in the Engineering Model Payload Test Plan of EXHIBIT D, ACCEPTANCE TEST PLAN. 8.10 Final Acceptance of the Software Simulator (DSS) shall occur upon completion of the testing specified in EXHIBIT E, GCE IMPLEMENTATION AND TEST PLAN 8.11 No approvals given by I-COGC in respect of the Work, whether at any design review or other meetings or in respect of any testing or any documentation, or any concurrence with or acceptance of Hughes' actions in the performance of the Work, shall release or be deemed to release Hughes from its obligations to deliver Work in accordance with the requirements of the Contract. 8.12 If during any monitoring, review or inspection of Work in progress I-COGC discovers that any of the Work does not conform to the requirements of the Contract, then I-COGC shall so inform Hughes and Hughes will promptly respond with a corrective action plan to rectify or otherwise disposition said non-conformance. Hughes shall not be relieved from any contractual obligations should I-COGC fail to detect any such non-conformances. Should a dispute arise as to whether Work does or does not conform with the requirements of the Contract, or whether the plan for corrective action is adequate, then, unless otherwise agreed, the dispute shall be resolved in accordance with ARTICLE 30, DISPUTES AND ARBITRATION. 8.13 Final Acceptance of the Payload Control System shall occur upon successful completion of SAT as described in EXHIBIT K, PCS TECHNICAL SPECIFICATION AND TEST PLAN. I-COGC shall not withhold its acceptance of the PCS for minor Page 56 57 nonconformances which Hughes demonstrates to I-COGC's reasonable satisfaction to have no adverse effect upon the operation of the PCS in accordance with EXHIBIT K, PCS TECHNICAL SPECIFICATION AND TEST PLAN. Page 57 58 ARTICLE 9 TITLE AND RISK OF LOSS 9.1 Title and risk of loss or damage to the Satellites to be delivered under this Contract shall pass from Hughes to I-COGC at the time of Launch of that Satellite(s) or upon expiration of the warranty period, whichever occurs earlier. 9.2 Notwithstanding the above, in the event that there is a Launch Attempt by the Launch Services Provider for any Satellite(s) such that the Launch Vehicle is shut-down and the launch activity is thereby terminated prior to lift-off, Hughes agrees to re-acquire risk of loss or damage for the affected Satellite, until the Intentional Ignition of the Launch Vehicle for the re-launch of that Satellite, subject to the following conditions: A. Such transfer of risk of loss or damage back to Hughes from I-COGC shall not occur until the launch pad has been declared safe by the Launch Services Provider. B. Such risk of loss or damage coverage then assumed by Hughes shall cover ground risks only which occur after the launch pad has been declared safe and prior to Intentional Ignition of the Launch Vehicle used for the re-launch of the Satellite. I-COGC shall then re-acquire risk of loss or damage for the affected Satellite at Intentional Ignition of the Launch Vehicle used for the re-launch. C. Any damage sustained by the affected Satellite from the period of Intentional Ignition up to and including the point in time when the launch pad has been declared safe, shall be the sole responsibility of I-COGC. Page 58 59 D. Any and all additional costs and expenses necessarily incurred by Hughes associated with this re-acquiring of risk of loss or damage, including but not limited to de-mating the Satellite from the Launch Vehicle, defueling operations, inspection and testing, refurbishment, storage, transportation, and additional launch operations effort for the re-launch of the Satellite, shall be the sole responsibility of I-COGC. Hughes shall use its reasonable endeavors taking into account all the circumstances to mitigate any such additional costs and expenses. E. Additionally, in the event that Hughes' insurance capacity limit for the relevant launch site would be exceeded by the addition of an affected Satellite, I-COGC shall be responsible for Hughes' consequent additional insurance premium required to provide adequate coverage for that Satellite. 9.3 Not later than forty-five (45) Days before Launch of a Satellite, I-COGC shall request and Hughes shall provide a report within fifteen (15) Days of the insurance situation pertaining to the relevant Designated Launch Site. If such report indicates that Hughes believes that its insurance capacity limits will or may be exceeded for the relevant Designated Launch Site then the Parties will discuss the appropriate options. If requested by I-COGC, Hughes will use its reasonable efforts to obtain additional insurance capacity at I-COGC's cost. If Hughes cannot obtain the said additional coverage, then I-COGC will bear risk of loss or damage to the Satellite to the extent not covered by Hughes' existing insurance until and unless the Satellite is put into storage in accordance with ARTICLE 32, STORAGE or ARTICLE 33, OPTIONS. 9.4 In relation to that affected Satellite, in the event that the Launch Vehicle is shutdown again and the launch activities are thereby terminated prior to lift off, Hughes agrees to re-acquire risk for the affected Satellite, until the Intentional Ignition of the Launch Page 59 60 Vehicle for the re-launch of that Satellite, subject to the conditions set out in paragraphs A) to E) of ARTICLE 9.2 and also ARTICLE 9.3 (both of which shall apply mutatis mutandis to any subsequent attempted re-launch). 9.5 Title to and risk of loss or damage to all items to be delivered under this Contract other than Satellites and Documentation, shall pass from Hughes to I-COGC at the time of Final Acceptance by I-COGC in accordance with ARTICLE 8, ACCEPTANCE save for title to the GCE which shall pass from Hughes to ICO GLOBAL COMMUNICATIONS HOLDINGS B.V. at the time of Final Acceptance by I-COGC of the GCE in accordance with ARTICLE 8.8. 9.6 Title and risk of loss to all Documentation shall pass to I-COGC at the time of Delivery, save that intellectual property rights in Documentation shall be dealt with in accordance with the provisions of ARTICLE 18, DATA RIGHTS. Page 60 61 ARTICLE 10 FORCE MAJEURE Notwithstanding any other provisions of this Contract, in the event Hughes or its Associates performing Work under the Contract are delayed by act of God, or of the public enemy, fire, flood, epidemic, quarantine restriction, or lockout, strike, walkout, (other than those solely affecting Hughes' or its Associates' workforce) or freight embargo, acts of Government, including but not limited to the Government of the United States, (including the refusal, suspension, withdrawal, or non-renewal of export or import licenses essential to the performance of the Contract not caused by Hughes or its Associates) whether in its sovereign or contractual capacity, or any other event which is beyond the reasonable control and without the fault or negligence of Hughes and its Associates performing any part of the Work, then such event shall constitute an "Excusable Delay". In the event of an Excusable Delay, there shall be an equitable adjustment to the time for the performance of the affected obligations under this Contract provided that Hughes informs I-COGC immediately of the occurrence of the event giving rise to the Excusable Delay and provides I-COGC within seven (7) Business Days of the date of such notice with a detailed description of the performance affected by such event as well as such Hughes' plans for minimizing the effects of such event upon the performance of its obligations under the Contract. In all cases Hughes shall use reasonable efforts to avoid or minimize such delay. In the event the Excusable Delay condition continues beyond six (6) Months, I-COGC shall have the right to terminate the Contract in accordance with ARTICLE 17.1, TERMINATION FOR I-COGC'S CONVENIENCE, except that there shall be no payment to Hughes for lost profit on the uncompleted Work. Page 61 62 ARTICLE 11 CONSEQUENCES OF LATE DELIVERY 11.1 A. In the event that the second Satellite (F2) to be delivered for Launch or placement into storage hereunder is not delivered on or before its Delivery Date, then, on the * Day after such scheduled Delivery Date, Hughes shall pay I-COGC * . Starting with the * Day after such scheduled Delivery Date, for a period not to exceed * Days, Hughes shall pay I-COGC * for each Day the second Satellite (F2) is late, up to a maximum cumulative total for F2 of * . B. In the event the fifth Satellite (F5) to be delivered for Launch or placement into storage hereunder is not delivered on or before its Delivery Date, then, on the * Day after such scheduled Delivery Date, Hughes shall pay I-COGC * . Starting with the * Day after such scheduled Delivery, for a period not to exceed * Days, Hughes shall pay I-COGC * for each Day the fifth Satellite (F5) is late, up to a maximum cumulative total for F5 of * . C. In the event that the eighth through twelfth Satellites (F8 through F12) to be delivered for Launch or placement into storage hereunder are not delivered on or before their respective Delivery Dates, then, commencing on the Day after such scheduled Delivery Date, for a period not to exceed two hundred and seventy * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 62 63 (270) Days, Hughes shall pay * for each Day the eighth, ninth, tenth, eleventh, or twelfth Satellite (F8-F12) is late, up to a maximum amount of * each and a maximum cumulative total of * for all five (5) Satellites. D. If a * entered into by the Parties and Hughes is in the * , then system delivery liquidated damages in the amount of * will be allocated to events and criteria to be defined and mutually agreed to by the Parties by the execution of such * contract (and, if the Parties are unable to agree, the dispute resolution process specified in Article 30, Disputes an Arbitration will apply). If such * contract is entered into, liquidated damages provided in Article 11.1.B will be reduced proportionately from * to * . Notwithstanding any other provision in this Contract, the foregoing system delivery liquidated damages will be payable if the corresponding system delivery event has not occurred (regardless of the reasons for any failure of such event to occur). * E. In the event the thirteenth through fourteenth Satellites (F13-F14) to be delivered for Launch or placement into storage hereunder are not delivered on or before * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 63 64 their respective Delivery Dates, then, on the * Day after such scheduled Delivery Date, Hughes shall pay I-COGC * for each F13 through F14 Satellite that is late. Starting with the * Day after such scheduled Delivery, for a period not to exceed * , Hughes shall pay I-COGC * for each Day the F13 through F14 Satellites are late, up to a maximum amount of * each and a maximum cumulative total of * for both Satellites. F. In the event the F15 Satellite to be delivered for Launch or placement into storage hereunder is not delivered on or before its respective Delivery Date, then, commencing on the * Day after such scheduled Delivery Date, for a period not to exceed one hundred and fifty (150) Days, Hughes shall pay * for each Day the fifteen Satellite (F15) is late, up to a maximum amount of * . G. In the event that any of the F16 through F20 Satellites are procured under ARTICLE 33 OPTIONS by I-COGC to be delivered for Launch or placement into storage hereunder and is not delivered on or before its Delivery Date, then, commencing on the * Day after such scheduled Delivery Date, for a period not to exceed * Days, Hughes shall pay * for each Day that any of the F16 through F20 Satellites are late, up to a maximum amount of * per * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 64 65 Satellite and a cumulative maximum total of * for all five Satellites. Therefore, the maximum aggregate liquidated damages payments under this ARTICLE 11 shall never exceed * for the firm Satellites; and, an additional * if all OPTION Satellites are exercised, for a cumulative maximum aggregate total liquidated damages of ONE HUNDRED THIRTEEN MILLION FOUR HUNDRED THOUSAND US dollars (US$113,400,000). Notwithstanding the above, if such late Delivery of the eighth through twelfth Satellites (F8-F12) does not cause the relevant Launch to be later than 3.5 Months after the Delivery Date, then any amounts paid by Hughes to I-COGC in respect of the affected Satellite(s) shall be refunded to Hughes within fifteen (15) Days of Launch. If any of the eighth through twelfth Satellites (F8-F12) is delivered into storage for I-COGC's convenience on a date which is less than 2.5 Months after the Delivery Date, then any amounts paid by Hughes to I-COGC in respect of the affected Satellite(s) shall be refunded to Hughes within forty-five (45) Days of placement into storage. 11.2 As used in this Contract, the designations of Satellite F1 through F12 shall be considered for reference purposes only. For purposes of assessment of liquidated damages, each Satellite delivered shall be designated the numerical designation relative to the actual Delivery Date, i.e., if the Satellite F4 is actually the second Satellite * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 65 66 delivered to the Designated Launch Site or storage it would be deemed F2 even though its reference designation was F4. Hughes is entitled to Deliver any Satellite in any order regardless of reference designation provided that each Satellite complies with the applicable Delivery Date. If the Satellite designated for protoflight testing (nominally the first Satellite through environmental test) is not the first Satellite to be delivered, then such protoflight testing shall be successfully completed before any Satellite may be launched. 11.3 If a Satellite is put into storage because the Launch is delayed for other than I-COGC's convenience, then Hughes shall bear all related costs of such storage, including but not limited to actual storage costs, program stretch out costs, post-storage retest costs, and any costs relating to deployment of crews and/or Satellite shipment, until such time as the Satellite and Launch Vehicle are ready for a Launch. 11.4 Notwithstanding anything to the contrary, Delivery of the first Satellite will not be deemed to have occurred until Final Acceptance of the GCE has occurred. Additionally, Delivery of the second Satellite cannot occur prior to Delivery of the first Satellite. However, if payments for late delivery are incurred through this ARTICLE 11.4 solely due to late Final Acceptance of the GCE, then account shall be taken of any adjustments to the GCE Delivery Date. 11.5 The Parties agree and declare that any payments for late delivery payable in accordance with this ARTICLE 11 and where applicable subject to ARTICLE 8.6, shall constitute full and final settlement (and shall therefore be in lieu of all other claims for damages, actual or consequential or otherwise) for all claims howsoever arising resulting from the late delivery of any Satellite, other than as provided in ARTICLE 17, TERMINATION, and ARTICLE 11.3 and the amount payable in accordance with this ARTICLE 11 shall constitute liquidated damages which the Parties believe and declare, Page 66 67 represent a genuine pre-estimate of all losses suffered by reason of any such late delivery and are not, therefore, penalties. 11.6 I-COGC may elect to set off any amounts then due and payable by I-COGC under this Contract against any amounts payable by Hughes to I-COGC pursuant to this ARTICLE. In the event I-COGC alternatively elects to have Hughes make payment under this ARTICLE such payment shall be due within 30 Days of receipt by Hughes of a valid invoice from I-COGC. For billing purposes to Hughes, I-COGC shall aggregate amounts owed on a monthly basis. Page 67 68 ARTICLE 12 ACCESS TO WORK IN PROGRESS AND DATA 12.1 Hughes shall provide I-COGC and its Consultant(s) reasonable access to all Work, related data and documentation being performed under this Contract (including observation of tests in accordance with the requirements of EXHIBIT D, ACCEPTANCE TEST PLAN), such that I-COGC may fully and effectively monitor the progress of the Work and its compliance with the requirements of this Contract at Hughes' facilities provided that such access does not unreasonably interfere with such Work and access to Work is coordinated with the Hughes Program Manager or designated alternative(s). Hughes may, at its reasonable discretion, deny access to persons who are employed by or affiliated with a company manufacturing satellites or major subsystems for satellites. Such access shall be in compliance with Hughes' security requirements, and United States law. I-COGC and its Consultant(s) shall also be afforded such access to the Major Subcontractors' facilities pursuant to ARTICLE 36, MAJOR SUBCONTRACTORS and also Subcontractors' facilities to the extent that Hughes is permitted to provide such access, subject to I-COGC providing sufficient notice to Hughes so as to assure that if desired by the Hughes Program Manager, Hughes personnel can accompany I-COGC and its Consultant(s) on any such visit. 12.2 I-COGC and/or its Consultant(s) visiting Hughes facilities (a) will abide by Hughes' security regulations and applicable US Government regulations; and (b) will not use or disclose except as provided in ARTICLE 18, DATA RIGHTS, ARTICLE 20, RIGHTS IN INVENTIONS, and ARTICLE 21, CONFIDENTIALITY to a third party any information received in connection with the access provided hereunder. 12.3 For purposes of access, I-COSL and ICO-Teledesic Global Limited, their respective Affiliates and successors of the foregoing shall be considered the same as I-COGC. Page 68 69 12.4 I-COGC shall be provided adequate office space so as to accommodate the I-COGC on-site monitoring team (approximately ten people) as is more particularly described in EXHIBIT A, STATEMENT OF WORK. Page 69 70 ARTICLE 13 INDEMNIFICATION 13.1 Each Party shall indemnify and hold harmless the other Party and its Associates, (or any of them) from any loss, damage, liability or expense, resulting from damage to all property and personal injury, including death, arising out of or based upon any occurrence prior to arrival at the Designated Launch Site to the extent caused by a negligent act or omission of the indemnifying Party or its Associates in the performance of the Work and at the indemnifying Party's expense shall defend any suits or other proceedings brought against the indemnified Party and/or its Associates (or any of them) on account thereof, and satisfy all judgements which may be incurred by or rendered against them, or any of them, in connection therewith. 13.2 Notwithstanding the foregoing, each Party ("the Indemnifying Party") will indemnify the other Party for any loss or damage to the Indemnifying Party's property or death or personal injury to the Indemnifying Party's personnel whilst on the premises of either Party provided however that the first US$100,000 of any such loss, damage, death or personal injury shall be dealt with in accordance with ARTICLE 13.1. 13.3 Prior to the time that either Party or its Associates enter the Designated Launch Site, (and as a precondition of such entry) each Party shall ensure that they and their respective relevant Associates shall sign a no-fault, no-subrogation inter-party waiver of liability consistent with that between the Launch Services Provider and Hughes. 13.4 In the event that either I-COGC or Hughes fails to obtain the aforesaid inter-party waiver of liability from their respective Associates, then I-COGC and Hughes shall indemnify and hold each other harmless from claims brought by the other Party or its Associates for damage to any such persons' Page 70 71 property or injury to, or death of, any such persons' employees in connection with launch operations at the Designated Launch Site. For these purposes, Hughes or its Affiliates or any of its subcontractors or employees or agents performing work under the interelated contract for Launch Services referred to in the Recitals shall not be deemed to be an Associate of I-COGC for the purposes of this Contract. 13.5. Notwithstanding any other provision of this Contract, but without prejudice to any indemnities or insurance coverage as may be provided by Launch Services Providers under the interrelated contract for Launch Services referred to in the Recitals, I-COGC shall indemnify and hold harmless Hughes and its Associates from any liabilities, losses and damages including but not limited to those based on negligence, including any costs, expenses and damages whatsoever incurred by Hughes in defending, or assisting I-COGC in its defense, against any and all third party claims, including but not limited to, I-COGC's customer(s) or an agency of any Government with whom I-COGC shall have any obligation related to the Satellites, arising after Launch Attempt of a Satellite, and I-COGC shall obtain waivers of subrogation rights against Hughes and its Associates from I-COGC's insurers if any. This indemnity shall not apply to Hughes or its Associates to the extent that they make a claim against I-COGC as a direct or indirect customer of I-COGC and shall not apply to any intellectual property-related claims, which are instead intended to be the subject of Article 19, Intellectual property Indemnity. Page 71 72 ARTICLE 14 WARRANTY 14.1 Notwithstanding any prior inspection or acceptance, Hughes warrants in respect of the Work that all equipment (including, but not limited to, the Satellite) shall be free from defects in materials or workmanship and all services shall be performed in a professional and workmanlike manner consistent with generally accepted custom and practice in the industry and further that all equipment and services shall conform to the specifications and other technical requirements of the Contract. 14.2 I-COGC shall have the right at any time during the period of this warranty to require that any Work not conforming to the above warranty be promptly corrected or replaced (at Hughes' option after taking into account any of the representations by I-COGC and at Hughes' expense) with conforming Work. If Hughes fails to correct or replace such defective Work within a reasonable period after notification from I-COGC, I-COGC may elect, in lieu of its other rights and remedies, to require Hughes to repay such portion of the Contract Price and/or make such modifications to the performance incentive scheme as are equitable under the circumstances in lieu of repairing or replacing such defective Work. 14.3 This warranty with respect to a Satellite, (but excluding any Satellite batteries) shall begin upon Final Acceptance of the Satellite and shall run for a period of five (5) years, or until Launch, whichever is earlier. 14.4 The Satellite batteries are warranted for 36 Months after cell activation. This Satellite battery warranty may be extended to 54 Months by resetting the battery precharge, as long as direction is received from I-COGC to perform this reset no later than 30 Months after activation. Page 72 73 14.5 With respect to GCE, Software Simulator (DSS), and Engineering Model Payload, this warranty shall begin upon Final Acceptance and shall run for a period of two years therefrom. 14.6 For the avoidance of doubt, nothing herein shall limit Hughes' obligations as stated in ARTICLE 28, CORRECTIVE MEASURES IN UNLAUNCHED SATELLITES nor limit I-COGC's rights to be repaid monies pursuant to ARTICLE 5, SATELLITE PERFORMANCE PAYMENTS. 14.7 With respect to the PCS, this warranty shall begin upon Final Acceptance and shall run for a period of one year therefrom; except for the PCS baseband equipment which shall have a ten (10) month warranty period. Page 73 74 ARTICLE 15 SATELLITE NOT LAUNCHED AFTER AVAILABLE FOR SHIPMENT DATE 15.1 A Satellite which is not shipped to the Designated Launch Site following agreement that the Satellite is Available for Shipment shall be stored by Hughes pursuant to ARTICLE 32, STORAGE or ARTICLE 33, OPTIONS. Upon receipt by Hughes of a written request from I-COGC at least six (6) Months prior to the applicable rescheduled launch date, Hughes shall remove the Satellite from storage and based upon an on-site inspection, ship it to either the Designated Launch Site or the Hughes facility for inspection, test and refurbishment if required. If Hughes receives less than six Months notice of a re-scheduled launch date, it shall nevertheless use its commercially reasonable efforts to meet I-COGC's schedule requirements. The Parties will determine which destination is more appropriate under the then existing circumstances. All the costs of any such inspection, test and refurbishment shall be included in the prices for storage in ARTICLE 32, STORAGE or ARTICLE 33, OPTIONS. 15.2 If a Satellite has not been launched within five (5) years after its Available for Shipment date and Hughes is otherwise not in default, Hughes shall be entitled to receive all payments which are due and owing, any Satellite Performance Incentive payments not yet due shall be deemed earned and owed, and Hughes shall be entitled to retain without obligation all payments previously made with respect to that Satellite. Neither Party shall have any further obligations to the other Party under this Contract with respect to that Satellite, provided that I-COGC and Hughes have met their obligations under this Contract with respect to that Satellite, and I-COGC shall have title to the Satellite. Disposition of the Satellite shall be at the option of I-COGC, subject to U.S. Page 74 75 Government export controls, with such costs to be borne by I-COGC. Hughes shall have no liability in the event an export license is not issued for the benefit of I-COGC. In this event, Hughes shall assist I-COGC by using its reasonable endeavors in locating an alternative buyer for the affected Satellite for which an export license may be obtained. 15.3 If the Satellite is not launched within one hundred eighty (180) Days from its Available for Shipment date other than due to the fault of Hughes or due to Excusable Delay, Final Acceptance will be deemed to have occurred at such time. Page 75 76 ARTICLE 16 TAXES AND DUTIES 16.1 Hughes shall be responsible for all United States federal and state taxes which are levied upon Hughes or its Affiliates in connection with the Work, excluding any sales tax on property or services delivered to I-COGC. 16.2 Hughes shall also be responsible for all non-U.S. taxes assessed upon Hughes or its Affiliates except any future non-U.S. income tax, value added tax, sales tax, personal, withholding or business tax, or goods and services tax, duties, or other governmental assessments which are levied on Hughes or its Affiliates in connection with the Work related to the launching of the Satellite(s) from the Designated Launch Site(s) and except for all present and future taxes etc. as aforesaid for Work related to installation, checkout and testing of the GCE and PCS at the selected installation site(s). However, should any such taxes be the result of an incremental increase in any pre-existing Hughes tax obligation, I-COGC shall be responsible only for such incremental increase. Further, should Hughes utilize an Affiliate to perform Work at the Designated Launch Site or at the selected installation site, then I-COGC shall not be responsible for any taxes which would not have been levied on Hughes if Hughes had performed said Work. Should any taxes paid or reimbursed by I-COGC under the Contract eventually be subject to tax equalization by reimbursement to Hughes from a governmental entity or otherwise, Hughes shall repay I-COGC an equivalent amount. I-COGC shall not be liable for any personal taxation incurred by employees of Hughes or its Affiliates, but shall pay to Hughes an amount equal to the additional compensation Page 76 77 paid by Hughes or its Affiliates to such employees as compensation for such incremental taxes incurred by such employees as part of its normal compensation package for employees while performing Work at the Designated Launch Site or selected installation site. Provided further that I-COGC shall not be responsible for any element of said compensation package in respect of the Designated Launch Site, except to the extent it is increased to take account of future taxation. 16.3 Hughes shall consult with I-COGC or its designated Consultant(s) on any taxes or duties which may be the responsibility of and payable by I-COGC under ARTICLE 16.1 and 16.2 above. In the event any of the items in ARTICLE 16.1 and 16.2 above, for which I-COGC is responsible, are levied upon Hughes or its Affiliates, or employees, Hughes shall immediately notify I-COGC of such requirement. I-COGC, within fifteen (15) Business Days of receipt of such notification from Hughes, shall either have the charges waived or pay the charges to Hughes. For those items in ARTICLE 16.1 and 16.2 that Hughes is required by law to pay immediately, I-COGC shall reimburse Hughes the full amount of the charges in a manner which leaves Hughes net of all such charges within fifteen (15) Days of I-COGC's receipt of Hughes' valid invoice. The reimbursement request will be accompanied by evidence of the amount and purpose of such payments. In any event, provided Hughes or its Affiliates have appropriate legal standing, I-COGC may direct Hughes to file any appropriate protests or appeals with the applicable governmental agency. I-COGC agrees to reimburse Hughes for all costs incurred as a result of such protest or appeal and also for any resultant taxes that Hughes is required to pay. 16.4 For the avoidance of doubt, I-COGC is not responsible for any taxes, fees, or duties as they relate to any Work performed by Subcontractors of Hughes. Page 77 78 16.5 This ARTICLE shall survive the expiration, completion, or termination of this Contract. Page 78 79 ARTICLE 17 TERMINATION 17.1 Termination for I-COGC's Convenience A. I-COGC may, upon written notice to Hughes, at any time terminate in whole or in part the Work with respect to this Contract in accordance with the terms set forth below, and Hughes shall immediately cease Work in the manner and to the extent specified. Notwithstanding the foregoing, in no event shall there be a Termination for Convenience for a Satellite after said Satellite has been launched. B. Upon receipt of a notice of termination, as provided in ARTICLE 17.1.A above, Hughes shall take the following actions: 1. stop Work under this Contract on the date and to the extent specified in the notice of termination; 2. place no further orders, subcontracts for materials, services, or facilities, except as may be necessary for completion of such portion of the Work as is not terminated; 3. terminate orders and subcontracts to the extent that they relate to the performance of Work terminated by the notice of termination; 4. settle all outstanding liabilities and all claims arising out of such termination or orders, subcontracts for materials, services, or facilities; 5. take such action as may be necessary, or as I-COGC may direct, for the protection and preservation of the property related to this Contract which is in the possession of Hughes or any Subcontractor and in which I-COGC has or may acquire an interest. Page 79 80 C. Within ninety (90) Days or longer (as determined by Hughes) after determination by Hughes of the cost of all Work terminated, Hughes shall submit to I-COGC its termination claim consisting of the costs of all Work done up to the date of termination, including pre-payments which are non-refundable to Hughes, and including the settlement and other costs connected with the termination. Settlements with the Major Subcontractors identified in ARTICLE 36, MAJOR SUBCONTRACTORS and such other subcontractors having a subcontract hereunder with a value exceeding U.S.$30,000,000, shall be made with the approval of I-COGC with such approvals not to be unreasonably withheld or unduly delayed. The term "costs" as used herein includes but is not limited to direct costs and indirect costs (including general and administrative expense), which have been posted to Hughes' books of account in accordance with the standard accounting practice for commercial contracts, consistently applied. In addition to these incurred costs, such termination claim shall include, and I-COGC shall be obligated to pay, a profit of nine percent (9%) on such costs. I-COGC shall also pay 1.8% profit on the uncompleted Work which is terminated. The termination claim shall give credit for all amounts already paid by I-COGC to Hughes in respect of the terminated Work. In no event shall a termination settlement (including such credit for amounts already paid by I-COGC) exceed the Contract Price inclusive of performance incentives. D. Each termination claim shall be accompanied by a certificate signed by the Controller of Hughes stating that the claim properly includes the costs incurred by Hughes in connection with the Work terminated. In the event I-COGC desires independent verification of the claim, it may request to have Hughes' independent Certified Public Accountants (CPA) audit the costs incurred by Hughes and report to the Parties. Such audit shall be subject to ARTICLE 30, DISPUTES AND ARBITRATION, save that, if the costs determined by such report exceed the amount of Hughes' termination claim, I-COGC shall only be obliged to pay the amount of Hughes' termination claim. Page 80 81 E. I-COGC shall within thirty (30) Days pay to Hughes for any termination for convenience hereunder the amount claimed by Hughes unless I-COGC requests verification by Hughes' independent CPA. In the event verification is requested, I-COGC shall place the amount claimed by Hughes into an interest-bearing escrow account at Bank of America, Concord, California, within thirty (30) Days after receipt of a valid invoice. Within thirty (30) Days after an agreed resolution of the dispute or resolution in accordance with ARTICLE 30, DISPUTES AND ARBITRATION I-COGC shall cause to be released from such escrow account, such amount agreed due or determined due to Hughes in accordance with ARTICLE 30, DISPUTES AND ARBITRATION together with interest on such amount; and the costs and fees of such escrow account shall be borne by each Party in inverse proportion to the amounts received by each party. I-COGC shall be responsible for all non-Hughes costs associated with any audit of Hughes' termination claim, unless such audit determines a discrepancy in I-COGC's favor in excess of five (5) percent or more of the total claim value; in this latter case Hughes shall bear said audit costs. F. Title to all items of Work, which would have been incorporated into a deliverable item under this Contract, and which are in progress before the giving of notice under ARTICLE 17.1.A above, shall, upon payment in full of all amounts due hereunder, vest in I-COGC, and Hughes shall deliver, FOB Hughes plant El Segundo, California, subject to US Export Regulations for which Hughes has no liability in the event of failure to obtain stated export authorizations (other than due to Hughes' fault or negligence), all such items to I-COGC who shall remove such items. All such items of Work which are under the custody or control of Hughes shall until delivery to I-COGC be insured by Hughes at its cost and risk therein shall pass to I-COGC on such delivery. G. If in Hughes' sole judgment it is feasible for Hughes to utilize any items of terminated Work, it shall submit to I-COGC an offer to acquire such items. If such offer is accepted, Hughes' termination claim shall be credited with the agreed acquisition price. Hughes Page 81 82 shall have no obligation to use any of the Work in any other project or for any other customer and any decision to do so shall be made at Hughes' sole discretion. H. Hughes shall place subcontracts for Major Subcontractors, and shall use reasonable efforts for other Subcontractors, to place subcontracts on terms that will enable Hughes to terminate in a manner consistent with this ARTICLE. I. Upon a partial termination, Hughes may equitably reprice the Work not terminated and the Contract Price shall be adjusted accordingly. For purposes of this ARTICLE, the word "equitably" shall mean that the repricing must be based upon, and that Hughes can demonstrate to I-COGC, that the partial termination for convenience caused such price increase and that the repricing reflects the actual increased prices. Two examples, among many potential situations, where repricing would be deemed to be equitable under this ARTICLE are; (1) where certain non-recurring costs have been spread over a certain number of Satellites and that number had now been decreased through termination, the repricing would respread the non-recurring over the lesser number of Satellites remaining; and (2) the prices of certain Subcontractors' goods and services have been increased to Hughes on a per unit basis retroactively based on the decreased quantity buy. Page 82 83 17.2 Termination for Hughes' Default A. I-COGC may issue a written notice of default (the "Default Notice") to Hughes if: 1. Subject to the prior operation of the provisions of ARTICLE 11, CONSEQUENCES OF LATE DELIVERY as modified by ARTICLE 17.2.A(3), hereof, any of the following Satellite(s) is not delivered by a date which is nine (9) Months after the date specified in ARTICLE 3, DELIVERY SCHEDULE, as such date may be adjusted by ARTICLE 10, FORCE MAJEURE, or as otherwise mutually agreed for such Satellite(s): (a) F2 (b) F7 (c) F8, F9, F10, F11, F12, F13, F14, F15 and, if exercised, any of F16-F20; or 2. Hughes shall (A) commence a voluntary case under the US Bankruptcy Code (as now or hereafter in effect) (the "Code"); (B) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts; (C) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under the Code or other laws or such a case shall not have been dismissed or stayed within thirty (30) days of the filing of the petition commencing the same; (D) apply for, or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or of a substantial part of its assets, domestic or foreign; (E) admit in writing its inability to pay, or generally not be paying its debts (other than those that are the subject of a bona fide disputes) as they become due; (F) make a general assignment for the benefit of creditors; or (G) Hughes or the Hughes Parent Company sells, Page 83 84 transfers or otherwise disposes of all or substantially all of its assets (other than for full consideration) and as a result the Parent Company Guarantee provided by Hughes is prejudiced and adequate security, in a form reasonably acceptable to I-COGC, is not additionally provided; or (H) take any action for the purpose of effecting any of the foregoing; or (I) a case or other proceeding shall be commenced against Hughes in any court of competent jurisdiction seeking (i) relief under the Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of Hughes or of all or any substantial part of its assets, domestic or foreign and such case or proceeding shall continue undismissed or unstayed for a period of 30 days, or an order granting the relief request in such case or proceeding (including, but not limited to, an order for relief under the Code) shall be entered; 3. Notwithstanding the provisions of ARTICLE 11, CONSEQUENCES OF LATE DELIVERY, it is demonstrable by I-COGC that Hughes will be unable to deliver any of the following Satellites F2, F7, F8, F9, F10, F11, F12, F13, F14, or F15 or, if exercised, any of F16-F20 by a date which is nine Months after the relevant date specified in ARTICLE 3, DELIVERY SCHEDULE, as such date may be adjusted by ARTICLE 10, FORCE MAJEURE, or as otherwise agreed by the Parties. The determination of Hughes ability to deliver any Satellite within the applicable time period will be subject to dispute in accordance with ARTICLE 30, DISPUTE AND ARBITRATION. B. I-COGC's service of a Default Notice on Hughes shall operate to terminate this Contract forthwith in whole or in part with respect to the Work which is in default under ARTICLE 17.2.A, as I-COGC shall elect. In the event I-COGC terminates this Contract, or any part thereof, as provided in ARTICLE 17.2.A, then the Contract Price stated in ARTICLE 4.1 will be adjusted downward as follows: Page 84 85 1. If the Contract is terminated in whole, then all payments made to Hughes under this Contract are immediately refundable and no further payments will be due to Hughes. 2. If the Contract is terminated in part, then the total Contract Price shall be reduced by the price of the Work terminated. That price shall be (a) for all Work other than Satellites F8-F12, the price determined by I-COGC. Such determination shall be subject to dispute in accordance with ARTICLE 30, DISPUTES AND ARBITRATION; and (b) for any of Satellites F8-F12, as per the following tables:
Contract Price Reduction Item(s) Terminated Per Satellite -------------------------------------- Satellite F8 * Satellites F9-F12 *
Within 30 Days of receipt of the aformentioned termination notice, Hughes shall refund to I-COGC the difference, if any, between the revised total Contract Price and the total amount of the payments received by Hughes under the Contract. In addition to the Contract Price reduction and refund described above, I-COGC shall be entitled, at its option, to either: 1. receive a payment of its excess direct costs of reprocurement of the terminated Work to materially similar specifications up to a maximum amount of forty percent (40%) of the price of the terminated Work; or 2. receive, if I-COGC elects not to reprocure, payment of interest on the amount refunded at LIBOR. Under a full termination, interest shall be calculated on each payment made by I-COGC from the date of payment to the date of the termination. Under a partial termination, such interest * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 85 86 shall be calculated as if the amount refunded for each Satellite terminated hereunder had been paid to Hughes in a lump sum on a date sixteen (16) Months before the Delivery Date specified for that Satellite in ARTICLE 3, DELIVERY SCHEDULE, as such date may be adjusted by ARTICLE 10, FORCE MAJEURE, or as otherwise mutually agreed for such Satellite(s) provided always that interest shall not be payable in respect of the refund for of any launched Satellites which are terminated. C. In the event I-COGC terminates this Contract as provided in ARTICLE 17.2.B, then, with the exception of launched Satellites, Hughes shall be entitled to retain title to any and all terminated Work, work in progress, parts, material, or other items used in the performance of this Contract, together with any associated warranties, and any subcontracted items which Hughes has specifically produced or acquired or entered into in accordance with this Contract. D. If, after termination of this Contract under the provisions of this ARTICLE 17.2, it is determined by arbitration or admitted in writing by I-COGC that Hughes was not in default under the provisions of this ARTICLE, or that the default was excusable under the provision of ARTICLE 10, FORCE MAJEURE, such termination shall be considered a termination for convenience of I-COGC and Hughes shall be paid in accordance with the calculations set forth in ARTICLE 17.1 hereof. E. The rights and remedies provided to I-COGC under this ARTICLE 17.2 shall be exclusive and in lieu of any other rights and remedies under this Contract or otherwise provided by law or in equity in relation to the termination of this Contract for Hughes' default of its obligations to perform the Work. F. Should I-COGC terminate the Contract after one or more Satellite(s) have been launched, and notwithstanding that I-COGC is refunded monies paid for such Satellite(s), then I-COGC shall retain title to such launched Satellite(s) which have been Page 86 87 terminated provided always that any net profits derived by I-COGC from such Satellite(s) shall be shared between Hughes and I-COGC in proportion to the monies refunded by Hughes in respect of the Satellite(s) and the monies expended by I-COGC for launch and insurance costs (as adjusted to take account of interest at LIBOR from the date of payment by I-COGC to the date of termination) until such time as Hughes' refund of monies has been defrayed. G. Prior to Delivery of F7, I-COGC may terminate previously delivered Satellites under this ARTICLE 17.2B and be repaid monies in respect thereof, but after Delivery of F7, delivered Satellites may not be terminated, and I-COGC shall not be entitled to be repaid monies in respect thereof. H. Notwithstanding the other provisions of this ARTICLE, a termination for Hughes' default shall not relieve the Parties of their obligations with respect to previously delivered Satellites which have not been terminated. 17.3 Termination for Default of I-COGC A. Hughes may terminate this Contract in whole upon written notice to I-COGC at any time after the occurrence of any of the following: 1. Failure of I-COGC to make any payment validly due to Hughes hereunder when due, provided such failure is not cured within a period of thirty (30) Days following receipt of written notice thereof from Hughes. 2. I-COGC passes a resolution for winding-up or a petition is presented for I-COGC's winding-up (unless such resolution or petition for winding up is pursuant to a scheme of corporate reconstruction or amalgamation and there is no adverse effect on the payment obligations to Hughes hereunder) and, unless granted, is not dismissed within thirty (30) Days from presentation; or I-COGC Page 87 88 becomes unable to pay its debts as they become due; or a receiver is appointed over all or a substantial part of I-COGC's assets and the appointment is not discharged within thirty (30) Days; or I-COGC or I-COGC's Parent Company sells, transfers, or otherwise disposes of all or the greater part of its assets (other than for full consideration) and as a result the Parent Company Guarantee provided by I-COGC is prejudiced and adequate security in a form reasonably acceptable to Hughes is not additionally provided. B. If a termination occurs under ARTICLE 17.3.A above, the termination will be treated as if a Termination for I-COGC's Convenience (ARTICLE 17.1) except that Hughes shall have the following additional rights: 1. I-COGC shall pay to Hughes the amounts specified in ARTICLE 17.1.C, except that I-COGC shall pay three and six-tenths percent (3.6%) profit on the uncompleted Work. 2. Hughes shall have the right to immediately stop any Work, the delivery of which has not been completed. 3. For launched Satellites, all unpaid a) Satellite Performance Incentives Payments, b) * Incentive Payments, and c) Incentives * under ARTICLE 5, shall be deemed earned and immediately due and payable to Hughes. Such payments shall be calculated using the presumption that all Satellites would have continued to operate at the performance level in effect on the date preceding the date of termination, or if such termination occurred prior to establishing such level, then Satisfactory Operation shall be presumed. C. The rights and remedies provided to Hughes under this ARTICLE 17.3 shall be exclusive and in lieu of any other rights and remedies under this Contract or otherwise Page 88 89 provided by law or in equity in relation to the termination of this Contract for I-COGC's default of its obligations under this Contract. Page 89 90 ARTICLE 18 DATA RIGHTS 18.1 Subject to the provisions of ARTICLE 21, CONFIDENTIALITY and ARTICLE 7, PERMITS AND LICENSES: GOVERNMENT APPROVALS, I-COGC shall have the royalty-free, world-wide, non-exclusive right to use and to have used by others: A. the data delivered by Documentation under the Contract or data generated under the Contract for the I-CO Program; and B. any other data furnished under the Contract required for the purposes of using, maintaining, operating, modifying and repairing the Work. I-COGC shall also have the right to make copies of the Documentation for its own use or for third parties granted rights to use under this ARTICLE; provided, however, that if any of the written Documentation is copyrighted by Hughes, Hughes does hereby grant to I-COGC a royalty-free, non-exclusive right and license under Hughes' copyrights to make such copies for the I-CO Program. With respect to all written Documentation that is copyrighted, I-COGC shall apply the appropriate copyright notice to all copies made thereof. All rights to Documentation not owned by Hughes or to which Hughes has no transmissible right of use now or hereafter are limited to the extent of Hughes' rights and interests therein. Page 90 91 18.2 Notwithstanding any other provision hereof, the ownership and title to copyrights in computer programs, and their related Documentation, delivered to I-COGC by Hughes in accordance with this Contract shall remain in Hughes or its licensor. Hughes shall grant to I-COGC a paid-up non-exclusive non-transferable license solely for the I-CO Program to use and to have used by others and make additional copies of the deliverable computer programs and related documentation specified in the Contract and required for the I-CO Program. 18.3 Hughes agrees to grant to I-COGC, only for the subsequent generation follow-on programs for fixed and mobile communications, data, and ancillary services, a royalty-free license to make, have made, and use any component or invention developed primarily under this Contract. This license grant shall not apply to any component or invention developed before this Contract, or developed primarily with Hughes Internal Research and Development funds. Furthermore, this license does not include any rights to any drawings, schematics, manufacturing documentation or any other documentation of any kind, except that Hughes will provide a top level summary description which shall include the nature, purpose, operation and general physical characteristics of such component or invention. Page 91 92 ARTICLE 19 INTELLECTUAL PROPERTY INDEMNITY 19.1 Hughes agrees to indemnify and defend at its own expense any claims, actions, or proceedings or request for royalty payments or any claims for equitable relief or damages against I-COGC based on an allegation that the manufacture of the Work under this Contract or the use, lease, or sale thereof infringes any intellectual property rights including, but not limited to, Letters Patent or trade mark, or any copyright, in the U.S. or place of manufacture or delivery of the Work where such infringement directly results solely from the manufacture, use, lease, or sale of the Work. In such event, Hughes agrees to pay any royalties and other costs related to the settlement of such request and to pay the costs and damages, including reasonable legal fees, finally awarded as the result of any suit based on such claim, provided that Hughes is given prompt written notice of such request or claims by I-COGC and given authority and such assistance and information as is available to I-COGC for resisting such request or for the defense of such claim. Any such assistance or information which is furnished by I-COGC at the written request of Hughes is to be at Hughes' expense. In no event shall Hughes' entire liability under this ARTICLE exceed ONE HUNDRED MILLION US Dollars (US$100,000,000.00) and the existence of one or more claims or lawsuits shall not extend this amount. Nothing in this Contract shall be construed as requiring Hughes to defend a suit or pay royalties, costs or damages if the infringement claim is based upon the manufacture, use, lease, or sale of any Work that has been modified, altered or used in combination with other components or systems to the extent the infringement would not have occurred but for such modification, alteration or combined use. If the use of any Work is enjoined in said suit, Hughes shall at its option and with the limitation of liability for damages stated above use best efforts to procure for I-COGC the right to use the Work or modify (such modification to comply with the requirements of the Contract) the same to render them non-infringing. Hughes shall have no liability or responsibility for incidental, special, or Page 92 93 consequential damages incurred by I-COGC save and insofar they are included in any claim by a third party for which I-COGC is indemnified under this ARTICLE 19.1. 19.2 I-COGC agrees to indemnify and defend at its own expense any claims, actions, or proceedings or request for royalty payments or any claims for equitable relief or damages against Hughes based on an allegation that the Satellite(s) being a component of a larger system, mandated by I-COGC requirements such as, for example, a Satellite constellation or multiple Satellite configuration, or the use, lease, or sale thereof infringes any intellectual property rights including, but not limited to Letters Patent or trade mark, or any copyright in the U.S. or place of manufacture or delivery of the Work, and to pay any royalties and other costs related to the settlement of such request and to pay the costs and damages, including reasonable legal fees, finally awarded as the result of any suit based on such claim, provided that I-COGC is given prompt written notice of such request or claims by Hughes and given authority and such assistance and information as is available to Hughes for resisting such request or for the defense of such claim. Any such assistance or information which is furnished by Hughes at the written request of I-COGC is to be at I-COGC's expense. In no event shall I-COGC's entire liability under this ARTICLE exceed ONE HUNDRED MILLION US Dollars (US$100,000,000.00) and the existence of one or more claims or lawsuits shall not extend this amount, and in no event shall I-COGC be liable for incidental, special, or consequential damages incurred by Hughes save and insofar they are included in any claim by a third party for which Hughes is indemnified under this ARTICLE 19.2. 19.3 Hughes agrees to provide reasonable internal assistance to I-COGC regarding certain patent claims made by TRW. Should Hughes decide to solicit external assistance relative to these claims, Hughes shall notify I-COGC for purposes of reaching agreement on the expected budget and expenditures for the above stated external assistance. After the Page 93 94 notification and upon I-COGC agreement, I-COGC shall reimburse Hughes for such external costs. Page 94 95 ARTICLE 20 RIGHTS IN INVENTIONS 20.1 As used in this Contract, "Invention" shall mean any invention, discovery or improvement conceived in the performance of Work under this Contract. Information relating to Inventions shall be treated as confidential information in accordance with the provisions of this Contract. 20.2 In the case of joint Inventions, that is, Inventions conceived jointly by one or more employees of both Parties hereto, the following shall apply: A. Each Party shall have an equal, undivided one-half interest in and to such joint Inventions, as well as in and to patent applications and patents thereon in all countries. B. In the case of such joint Inventions, Hughes shall have the first right of election to file patent applications in any country, and I-COGC shall have a second right of election. Each Party in turn shall make its election at the earliest practicable time, and shall notify the other Party of its decision. All filings shall be in the joint names of both Parties. C. The expenses for preparing, filing and securing each joint Invention application, and for issuance of the respective patent shall be borne by the Party which prepares and files the application. The other Party shall furnish the filing Party with all documents or other assistance that may be necessary for the filing and prosecution of each application. Where such joint Invention application for a patent is filed by either Party in a country which requires the payment of taxes, annuities or maintenance fees on a pending application or on an issued patent, the Page 95 96 Party which files the application shall, prior to filing, request the other Party to indicate whether it will agree to pay one-half of such taxes, annuities or maintenance fees. If within sixty (60) Days of receiving such request, the non-filing Party fails to assume in writing the obligation to pay its proportionate share of such taxes, annuities or maintenance fees, or if either Party subsequently fails to continue such payments within sixty (60) Days of demand, it shall forthwith relinquish to the other Party, providing that said other Party continues such payments, its share of the title to such application and patent, subject, however, to retention of a paid-up, non-exclusive, non-assignable license in favor of the relinquishing Party, its parent, and any subsidiary thereof to make, use, lease and sell, apparatus and/or methods under said application and patent. 20.3 Each owner of a jointly-owned patent application or patent resulting therefrom shall, provided that it shall have fulfilled its obligation, if any, to pay its share of taxes, annuities or maintenance fees on such pending application or patent, have the right to grant non-exclusive licenses thereunder and to retain any consideration that it may receive therefor without obligation to account therefor to the other Party. In connection therewith, each of the Parties hereby consents to the granting of such non-exclusive licenses by the other Party and also agrees not to assert any claim with respect to the licensed application or patent against any licensee of the other Party thereunder during the term of any such license. 20.4 Sole inventions conceived of solely or jointly by one or more employees of Hughes shall be the exclusive property of Hughes and sole inventions conceived of solely or jointly by one or more employees of I-COGC shall be the exclusive property of I-COGC. 20.5 For the avoidance of doubt, nothing herein shall or be deemed to grant to either Party any license or right of use to intellectual property rights owned or created by third parties. Page 96 97 Without limiting the foregoing, the Parties recognize that no such rights as are owned or created by a customer for the navigation payload are intended to be included under this Article 20. Page 97 98 ARTICLE 21 CONFIDENTIALITY 21.1 The Parties may provide or exchange proprietary information during the performance of the Work, in oral or written form, which may include specifications, drawings, sketches, models, samples, computer programs, reports, data, techniques, designs, codes, documentation, and financial, statistical or other technical information ("proprietary information") essential to the objectives of this Contract. All disclosures will be treated as proprietary in accordance with this ARTICLE 21 if marked as "Proprietary" by the Party (or in accordance with ARTICLE 21.11, by the Hughes Subcontractor, if applicable) making the disclosure at the time of disclosure. 21.2 Subject to the provisions of ARTICLE 21.3 below, the Party receiving the proprietary information of the other Party shall maintain such information in confidence and shall not use such information except as expressly authorized by this Contract. Each Party agrees to use the same care and discretion to avoid unauthorized disclosure, publication or dissemination of the other's proprietary information and the unauthorized use thereof as the receiving Party uses with respect to similar information of its own, but in no event, less than reasonable care. Should it become legally necessary for either Party to disclose certain of the other's proprietary information to a third party (such as licensing or regulatory activities, or for filing with and reporting to government agencies, stock exchanges, securities market systems and similar bodies), it shall be disclosed only to the extent required by law and after a three (3) Business Day prior written notification to the other Party (or to Subcontractor, if applicable, in accordance with ARTICLE 21.11) of the requirement for disclosure. 21.3 The obligations of confidentiality and restrictions on use specified in this ARTICLE shall not apply to any information that: Page 98 99 A. is already in the possession of the receiving Party without obligation of confidentiality at the time of disclosure; B. is independently developed by the receiving Party or any of its Affiliates or subcontractors prior to disclosure as evidenced by appropriate documents; C. is or becomes publicly available without breach of this Contract and without the fault of the receiving Party; D. except as provided in ARTICLE 21.11, is lawfully and rightfully received by the receiving Party from a third party; or E. is released for public disclosure by the disclosing Party. Specific information shall not be deemed to be available to the public or in possession of the receiving Party merely because it is embraced by more general information so available or in the receiving Party's possession. 21.4 Hughes shall take best efforts necessary, including the appropriate contractual provisions in subcontracts, to ensure the confidentiality of all proprietary information of I-COGC which may be disclosed to Subcontractors. I-COGC shall take best efforts necessary, including the appropriate contractual provision in consulting agreements, to ensure the confidentiality of all proprietary information of Hughes which may be disclosed to Consultants. Page 99 100 21.5 Except as otherwise provided in this Contract including but not limited to ARTICLE 18, DATA RIGHTS herein, the receiving Party agrees that: (i) any proprietary information disclosed hereunder shall be used by the receiving Party solely for the purpose of performing its functions in connection with the Parties' relationship with respect to the Work; (ii) it will not use the proprietary information disclosed hereunder for any other purpose; and (iii) it will not distribute, disclose or disseminate to anyone such proprietary information of the disclosing Party, except that either Party may disclose to its own employees or subcontractors on a need-to-know basis, provided that such employees and subcontractors have agreed in advance and in writing to protect proprietary information in accordance with terms consistent with that provided herein; and further except that either Party may disclose proprietary information to a third party with the consent of the disclosing Party, which consent will not be given unless such third party executes a proprietary data protection agreement with terms consistent with the requirements herein prior to receiving such proprietary information. 21.6 The Parties will specify individuals in writing as the point for receiving proprietary information exchanged between the Parties pursuant to this Contract. 21.7 Hughes shall maintain EXHIBIT B, SATELLITE TECHNICAL SPECIFICATIONS in strict confidence in accordance with this ARTICLE 21 as if it is proprietary information. 21.8 The confidentiality obligations in this ARTICLE 21 shall survive expiration or termination of this Contract for whatever cause. 21.9 Nothing herein shall require a Party to disclose proprietary information to another. 21.10 The obligations imposed by this ARTICLE 21 shall be limited in time only by the events listed in ARTICLE 21.3, A through E. Page 100 101 21.11 I-COGC may, upon the request of I-COGC, have access to proprietary information of a Subcontractor with respect to its performance of the Work hereunder. Either Hughes may, at the request of I-COGC, disclose proprietary information of its Subcontractor to I-COGC or Hughes may request that its Subcontractor discloses its proprietary information directly to I-COGC. I-COGC agrees to treat such proprietary information of such Subcontractor, whether disclosed to I-COGC directly by such Subcontractor or indirectly by Hughes, in accordance with the terms of this ARTICLE 21 for the benefit of such Subcontractor. 21.12 Except as otherwise provided in ARTICLE 7, PERMITS AND LICENSES: GOVERNMENT APPROVALS, on a need-to-know basis: (i) each Party shall have the right to disclose proprietary information of the other, subject to non-disclosure agreements having terms and conditions comparable to those herein, to Teledesic and persons and entities under common control with Teledesic and to The Boeing Company and persons and entities under common control with Boeing; and (ii) I-COGC shall have the right to disclose the proprietary information of Contractor, subject to non-disclosure agreements having terms and conditions comparable to those herein, to actual and potential investors, service providers, lenders, insurers and other financing advisors and analysts; provided that the disclosed information is limited to top-level satellite information (e.g., block diagrams), status and schedule information, and performance information. Any other disclosures of proprietary information shall require the prior consent of Contractor (not to be unreasonably withheld), which, if not denied within two Business Days of notice to the designee identified in ARTICLE 24 NOTICES of a request to disclose such information, shall be deemed to have been granted. Page 101 102 ARTICLE 22 INTERPRETATION 22.1 Applicable Law This Contract, and any performance related thereto shall be interpreted and construed, governed and enforced in accordance with the Laws of England; it being understood that the UN Convention on the International Sale of Goods shall not be applicable. 22.2 Amendments The Contract may not be modified except by written amendment signed by duly authorized representatives of both Parties. For the purpose of administration of this Contract, including amendments, any communication between I-COGC and Hughes shall be enforceable and binding upon the Parties only if signed by the appropriate responsible authorized representatives. 22.3 Changes Requested by Hughes or I-COGC A. Any changes requested by Hughes during the performance of this Contract, within the general scope of this Contract, which will or may add or delete Work, affect the design of the Satellite, or place or time of delivery, or will affect or may affect any other requirement of this Contract, shall be submitted in writing to I-COGC within an acceptable time period prior to the proposed date of the change. Such submittal shall allow I-COGC a reasonable period of time to evaluate Hughes' requested change. If such Hughes' requested change causes an increase or decrease in the total Contract Price, Hughes shall submit a proposal to I-COGC. Page 102 103 B. I-COGC shall notify Hughes in writing within thirty (30) Days after receipt of the requested change and price adjustment, if any, whether or not it agrees with and accepts such change. If I-COGC agrees with and accepts the Hughes' requested change, Hughes shall proceed with the performance of the Contract as changed and an amendment to the Contract reflecting such change, and price adjustment, if any, shall be issued. If I-COGC does not agree with such Hughes' requested change, the Parties shall attempt to reach agreement on such change. In the event the Parties are unable to reach agreement on such change, or price adjustment, if any, or both, Hughes shall proceed with the performance of the Contract, as unchanged. C. For any changes requested by I-COGC during the performance of this Contract, within the general scope of the Contract, which will or may add or delete Work, affect the design of the Satellite, change the method of shipment or packing, or place or time of delivery, or will affect any other requirement of this Contract, Hughes shall respond to that request in writing to I-COGC within thirty (30) Days after such request. If such I-COGC requested change causes an increase or decrease in the total Contract Price, Hughes shall submit to I-COGC, at the time the response to the requested change is submitted, the details of such increase or decrease. I-COGC shall notify Hughes in writing, within a reasonable time after receipt of Hughes' response, whether or not it agrees with and accepts Hughes' response. If I-COGC agrees with and accepts Hughes' response, Hughes shall proceed with the performance of the Contract as changed and an amendment to the Contract reflecting such change, and price adjustment, if any, shall be incorporated into the Contract. In the event the Parties are unable to reach agreement on such change, or price adjustment, if any, or both, I-COGC may direct Hughes to perform the said change, pending resolution of such dispute Page 103 104 subject to I-COGC paying any undisputed amounts to Hughes and any disputed amounts into escrow at such time as they would have been paid under Hughes' response. The mechanism for escrow shall be as set forth in ARTICLE 4.11, save that in calculating amounts due from escrow, account shall be taken of the proposed milestones for payment of the disputed change. If I-COGC does not direct such change, then Hughes shall proceed with the performance of the Contract as unchanged. D. If requested, Hughes shall provide I-COGC with the basic rationale and methodology used in developing a proposal pursuant to this ARTICLE 22.3 to the same level of detail in respect of Hughes' costs for this change proposal as were granted to I-COGC in respect of the prices set forth in Hughes' original proposal for this Contract, so as to demonstrate that the prices of the proposal are fair and reasonable. Page 104 105 ARTICLE 23 PUBLICITY Each Party shall obtain the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed, concerning the content and timing of news releases, articles, brochures, advertisements, prepared speeches and other information releases concerning the Work performed or to be performed hereunder, within a reasonable time prior to the release of such information. For the avoidance of doubt, Hughes shall be allowed to publicize the award of the Contract and the general capabilities of the Satellites, subject to the approval process stated above. Page 105 106 ARTICLE 24 NOTICES All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid first class post, or by telex, telefax or cable addressed to the intended recipient thereof at its address set out below or to such other address or telex or telefax number as either Party may from time to time duly notify the others. A. In respect of I-COGC, to: ICO Global Communications (Operations) Ltd. c/o I-CO Services Limited 1 Queen Caroline Street Hammersmith, London W6 9BN United Kingdom Telephone: 44 (208) 600-1203 Facsimile: 44 (208) 600-0775 Attention: Paul Regulinski cc: Space Segment Contracts Administrator ICO Program Office Hughes Space and Communications MS: SC/S10/S354 PO Box 92919 Los Angeles, CA. 90009 Phone: (310) 364-9407 Facsimile: (310) 364-9495 B. In respect of Hughes, to: Hughes Space & Communications International, Inc. Bldg. S10, M/S S350, Post Office Box 92919 Airport Station Los Angeles, California 90009 Telephone: (310) 364-5729 Facsimile: (310) 364-7990 Attention: Dennis R. Beeson Manager, Contracts Page 106 107 Any notice or other document if served by post, shall be deemed to have been served at the expiration of 7 Days after the time when the letter containing the same was posted, and in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed, stamped and posted. A notice sent by telex, telefax or cable is deemed to have been served: (1) two hours after dispatch, if dispatched on a Business Day before 3:00 PM; or (2) in any other case, at 10:00 AM on the Business Day after the date of dispatch. Here a Business Day means a Business Day in the city or other location to which the notice is sent, and the times mentioned are those in that location. Page 107 108 ARTICLE 25 INTEGRATION This Contract, together with the EXHIBITS, contains the entire agreement between the Parties relating to the subject matter hereof. All prior understandings, representations and warranties (including those contained in sales, promotional and/or marketing materials) by and between the Parties, written or oral, which may be related to the subject matter hereof in any way, are superseded by this Contract. Page 108 109 ARTICLE 26 ASSIGNMENT 26.1 Hughes shall not assign, novate or transfer this Contract or any of its rights, duties or obligations thereunder to any person or entity, in whole or part without the prior written consent of I-COGC (which approval shall not be unreasonably withheld or unduly delayed) except that Hughes may assign or transfer this Contract, and its duties and obligations thereunder either in whole or in part, to any Hughes Affiliate which is not engaged in business competitive to I-COGC provided always that Hughes shall remain liable with respect to performance of all duties and obligations set forth in this Contract, including compliance with all applicable laws and regulations and provided further that the Parent Company Guarantee referred to in ARTICLE 4.10 hereof remains in full force and effect. 26.2 I-COGC has the right to assign, novate or transfer this Contract, or any of its rights, duties or obligations hereunder to any I-COGC Affilliate or to a third party financing the Satellites provided that no such assignment, novation or transfer shall have a material adverse effect on a material obligation of I-COGC including, but not limited to, payment obligations to Hughes under this Contract. In those cases where an assignment, novation or transfer of this Contract by I-COGC shall in I-COGC's reasonable opinion create a material adverse effect on a material obligation of I-COGC under this Contract, I-COGC shall obtain the prior written consent of Hughes, (which approval shall not be unreasonably withheld or unduly delayed) to any such assignment, novation or transfer providing that I-COGC can demonstrate to Hughes' reasonable satisfaction that: (1) its successor or assignee posesses the financial resources to fulfill all I-COGC's obligations under this Contract; and Page 109 110 (2) any such assignment, novation or transfer shall not jeopardize Hughes data rights or be in favor of a competing satellite manufacturer, or violate U.S. laws related to export or technology transfer. If I-COGC cannot so demonstrate, Hughes agrees to negotiate in good faith suitable modifications and new provisions to this Contract which would mitigate the above risks. 26.3 I-COGC shall give fifteen (15) Business Days prior notice to Hughes of any assignment, novation or transfer and brief details explaining the proposed transaction. 26.4 This Contract shall be binding upon the Parties hereto and their successors and permitted assigns. Page 110 111 ARTICLE 27 SEVERABILITY In the event any one or more of the provisions of this Contract shall, for any reason, be held to be invalid or unenforceable, the remaining provisions of this Contract shall be unimpaired, and the invalid or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid and enforceable, comes closest to the intention of the Parties underlying the invalid or unenforceable provision. Page 111 112 ARTICLE 28 CORRECTIVE MEASURES IN UNLAUNCHED SATELLITES 28.1 Without limiting the obligations of Hughes under other provisions of this Contract, if the data available from the Satellites delivered hereunder or any HS-601 satellite shows that there is a material deficiency in the design or manufacture of such satellite which, in the reasonable opinion of Hughes, based on the data available could adversely affect the Satellites produced under this Contract, Hughes shall notify I-COGC of any such material deficiency coming to Hughes' attention and shall, promptly upon written request of I-COGC, take appropriate corrective measures to the Work, at its own expense, with respect to all unlaunched Satellites so as to satisfactorily eliminate from each unlaunched Satellite all such material deficiencies discovered in such satellites. 28.2 In the event that corrective measures taken pursuant to this ARTICLE cause a delay, there shall be an equitable adjustment to the time for performance of the affected Work. 28.3 If Hughes, in accordance with this ARTICLE, replaces any equipment or any part which was determined to be deficient, such deficient equipment or part shall remain or become the property of Hughes. 28.4 Nothing in this ARTICLE requires Hughes to disclose in-orbit data from satellites owned by others. Page 112 113 ARTICLE 29 I-COGC'S RESPONSIBILITIES 29.1 The responsibilities of I-COGC, which will be discharged at no cost to Hughes are contained in or are to be identified in EXHIBIT A, STATEMENT OF WORK, and as set forth below: A. Beneficial access shall be furnished to all necessary facilities (buildings, power, phones, etc.), services, and interface hardware at the ground station sites so as to enable Hughes to install and test the deliverable equipment in accordance with EXHIBIT A, STATEMENT OF WORK, EXHIBIT E, GCE IMPLEMENTATION AND TEST PLAN, and EXHIBIT K, PCS TECHNICAL SPECIFICATION AND TEST PLAN. All installation and checkout of I-COGC-provided SCC, NMC, and SAN equipment which is necessary to allow completion of Hughes' tasks (which includes installation, local checkout and system checkout) shall also be completed by I-COGC prior to these dates. The schedule for this access is as follows: (For the PCS, I-COGC shall identify the SAN site locations by name at least sixty (60) days prior to the dates specified below.)
GCE* PCS* ---- ---- SCC Site 1 5 Dec 97 SCC Site 1 5 Aug 98 SCC Site 2 19 Jan 98 SCC Site 2 5 Aug 98 SAN Site 1 2 Jan 98 Brewster, WA., USA 1 July 98 SAN Site 2 16 Jan 98 SAN Site 2 17 July 98 SAN Site 3 13 Feb 98 SAN Site 3 5 Aug 98 SAN Site 4 27 Feb 98 SAN Site 4 17 Aug 98 SAN Site 5 13 Mar 98 SAN Site 5 31 Aug 98 SAN Site 6 27 Mar 98 SAN Site 6 14 Sep 98
* Access to the Chhattarpur, India, SAN site was previously granted. I- Page 113 114 COGC may designate another SAN site to be utilized in lieu of the Indian SAN site. At I-COGC's direction, and in compliance with any required US Government authorizations, Hughes will relocate and install the GCE at such new site. Hughes will be compensated for any such relocation pursuant to Article 7.1 herein. B. Pursuant to the Convention on Registration of Objects Launched into Outer Space (TIAS 8480), I-COGC shall be responsible for registration of any and all Satellites launched. In addition I-COGC shall be responsible for obtaining any license required for radio telecommunications with any and all Satellites after separation from the Launch Vehicle. C. I-COGC shall, if it obtains launch insurance, include within its policy terms waivers of subrogation rights against Hughes and its Associates. D. I-COGC shall provide the final ICDs which will describe all necessary information required for the PCS to function properly with external systems. The specifications in the PCS interface control documents shall be mutually agreed upon by I-COGC and Hughes by the time of the PCS CDR. 29.2 In the event that I-COGC procures the Launch Services for any of the Satellites delivered hereunder (other than those Launch Services procured through Hughes), then I-COGC and their Launch Service Provider(s) shall have the following additional responsibilities as applicable: A. Launch Vehicle(s) and Launch Services, together with standard support equipment and interface documentation for all Satellites. Page 114 115 B. Coupled loads and coupled thermal analyses data relating to the Launch Vehicle furnished to Hughes no later than twelve (12) Months after PCD or four (4) Months after receipt of coupled loads and thermal models from Hughes, whichever is later. C. All separation hardware and the flight adapter for a fit check of the flight adapter delivered to Hughes' plant in El Segundo within eighteen (18) Months after PCD. D. Beneficial access shall be furnished to all necessary facilities (buildings, power, phones, data lines, etc.), services (transportation, storage, fueling, photo, x-ray special test facility, etc.), and interface hardware at the Designated Launch Site. 29.3 In the event that the above I-COGC furnished facilities, equipment or services are not suitable for the intended purpose and/or are not timely provided, and Hughes is delayed as a result thereof, then Hughes shall be given an equitable adjustment to the delivery schedule for the affected Work and any reasonable costs directly resulting therefrom plus a reasonable profit. Page 115 116 ARTICLE 30 DISPUTES AND ARBITRATION 30.1 If, during the course of performance hereunder, a dispute arises between I-COGC and Hughes as to the rights or obligations of either Party under this Contract, either Party may give written notice of its objections and the reasons therefor ("Dispute Notice") and may recommend corrective action. Hughes' Program Manager shall consult with I-COGC's authorized senior program management representative in an effort to reach a mutual agreement to overcome such objections. In the event mutual agreement cannot be reached within five (5) Business Days of such notice, the respective positions of the Parties shall be forwarded to I-COGC's Chief Executive and Hughes' President, for discussion and an attempt to reach mutual agreement. 30.2 If mutual agreement cannot be reached within fifteen (15) Business Days of the Dispute Notice such dispute may be referred on the application of either Party for final determination to an arbitration tribunal convened by the London Court of International Arbitration which shall be conducted by three arbitrators in the English language. 30.3 The place of arbitration shall be London, England. 30.4 The award rendered by the arbitration tribunal shall be binding on both Parties, and shall be enforceable by any court of competent jurisdiction. The cost of arbitration, including the fees and expenses of the arbitrators, will be shared equally by the Parties, unless the award otherwise provides. Each Party shall bear the cost of preparing and presenting its own case, unless the award otherwise provides. 30.5 Notwithstanding anything else contained herein, the Parties agree that time is of the essence with regard to the time limits imposed by this ARTICLE 30 in resolving such dispute. Page 116 117 ARTICLE 31 MISSION OPERATIONS AND LAUNCH SUPPORT The Contract Price identified in ARTICLE 4 includes all required Satellite launch support and mission operations for the F1 through F12 Satellites. If requested by I-COGC, Hughes will provide the required Satellite launch support and mission operations for the F13 through F15 Satellites and for any of the optional F16 through F20 Satellites, if exercised by I-COGC. With respect to the F13 through F20 Satellites, if any of the Atlas IIAS, Delta III, Sea Launch Zenit 3SL, or Proton D-1e launchers is utilized and the mission operations are provided from the Backup Control Center (BCC) located in the El Segundo, California, area, the following firm fixed pricing shall apply in 2000 year dollars and subject to escalation from 1 January 2001 until the date of option exercise at an escalation amount equal to the greater of the * . Mission Operations: * Launch Support: * Launch Support: * The above pricing is based upon a nominal minimum separation of * between Launches (following the previous launched Satellite). In accordance with ARTICLE 22.3 "Changes Requested by Hughes or I-COGC", Hughes agrees to prepare a contract change proposal in response to a request by I-COGC to provide mission operations and launch support for a different launch vehicle other than the Atlas IIAS, Zenith 3SL, Delta III or Proton D-1e launch vehicles. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 117 118 Page 118 119 ARTICLE 32 STORAGE If I-COGC requests for its convenience that Hughes deliver a Satellite or Satellites into storage, Hughes agrees that it will store up to two (2) Satellites at any one time for up to a period of 6 Months for each Satellite. Such storage shall be at no additional cost to I-COGC if storage occurs at Hughes' premises in El Segundo, and Hughes will exercise reasonable efforts to effect storage on said premises. If storage occurs at a place other than Hughes premises, I-COGC's sole storage expense shall be the cost of transit to and from the storage location. Page 119 120 ARTICLE 33 OPTIONS 33.1 Hughes hereby grants to I-COGC the below listed options to be exercised at I-COGC's sole discretion in accordance with the terms specified for each option. A. Additional Satellites F16 through F20 I-COGC may direct Hughes via exercise of this option to manufacture, test, and deliver ("Build") Satellites F16 through F20 (i.e., from one to five additional Satellites) for the prices and on the Delivery Dates indicated below, which price(s) shall be in addition to the prices shown in ARTICLE 4.1 hereof. Delivery, for the purpose of this ARTICLE 33, shall mean Delivery at the Designated Launch Site. These Satellites shall be procured sequentially in order of option exercise (F16-F20). I-COGC will designate whether the Satellite is to undergo launch processing or be placed into storage no later than six months prior to scheduled Delivery. Unless otherwise indicated in this Contract, all other relevant ARTICLES and EXHIBITS of this Contract shall apply to the order of a 16th, 17th, 18th, 19th, and 20th Satellites, mutatis mutandis, including the * . Satellite Offer Terms: 1. I-COGC may exercise the following F16 Satellite option on or before 31 December 2004, and the specified firm fixed pricing and Delivery criteria will apply: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 120 121 F16: * * * * * * Construction pricing in 2000 year dollars and subject to escalation from 1 January 2001 until the date of option exercise at an escalation amount equal to the greater of the * F16 Delivery Date: 30 Months after option exercise In the event I-COGC elects to proceed with a long lead authorization for F16 (in lieu of a full option exercise), Delivery will occur within twenty-four Months after the F16 full-build authorization is received (assuming this full-build authorization is received six months or more after the long lead authorization is received, but in any event, no later than 31 December 2004). Long lead authorization is defined as the receipt by Hughes of I-COGC's payment for F16's long lead parts. The long lead price for F16 is * with such pricing in 2000 year dollars and subject to escalation from 1 January 2001 until the date of option exercise at an escalation amount equal to the greater of the *. 2. Should I-COGC proceed with the full-build authorization prior to 31 December 2004, then the long lead price will be credited against the F16 Satellite price. In the event that Hughes does not receive the full-build authorization prior to 31 December 2004 and Hughes subsequently elects to use any of the long lead parts on other programs, Hughes will reimburse I-COGC for the cost of such long lead parts. If I-COGC notifies Hughes * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 121 122 prior to 31 December 2004 that I-COGC desires to defer the continuation of the F16 full-build, Hughes will provide a proposal to I-COGC for such deferment under ARTICLE 22.3. The intent is to provide schedule and cost adjustments for completion of the Satellite, taking into account any useable residual material that may have been previously procured under the F16 long lead authorization. 3. In addition to the F16 Satellite option specified above, I-COGC may exercise options for up to four additional Satellites (F17-F20) any time prior to 31 December 2004. A firm fixed price of * for construction and * for Satellite Performance Incentives) each shall apply to these Satellites with such pricing in 2000 year dollars and subject to escalation from 1 January 2001 until the date of option exercise at an escalation amount equal to the greater of the * . Delivery will occur thirty (30) Months after I-COGC's option exercise is received. 4. The above F16-F20 Satellite option pricing includes the * as delineated in the EXHIBIT B SATELLITE TECHNICAL SPECIFICATION. 5. Deliveries are anticipated to be nominally no closer than * . 6. The payment schedule for the optional Satellites will be based upon mutually agreed to milestones and amounts to be determined by the Parties upon option exercise. Consequences for late Delivery of the F16-F20 optional Satellites are addressed in ARTICLE 11.1.G. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 122 123 7. I-COGC may procure the Launch Services for the optional Satellites independently from Hughes or under the interrelated Launch Services Contract between I-COGC and Hughes. B. Long Term Storage (F2 through F12 Satellites) In addition to the storage provisions of ARTICLE 32, STORAGE, if I-COGC requests for its convenience that Hughes deliver any of the F2 through F12 Satellites into storage at Hughes' facility, Hughes will provide long term storage (not to exceed 60 Months) for a price of * in accordance with the following pricing and terms: 1. Placement of Satellite into storage price: * . (Price includes but is not limited to the following non-deliverable items and services: storage tent, support cart, unique systems test support equipment and cables, Satellite disassembly and battery storage, Satellite transport to storage location and setup and use of remote telemetry, command and power checkout equipment.) 2. Monthly storage price: no charge 3. Post storage (removal) price: * . (Price includes but is not limited to the following non-deliverable items and services: removal of Satellite from storage tent, Satellite re-assembly, flight re-finalization, cleaning, post-storage testing (same as launch site functional tests) and subsystem tests and checkout, and also includes multiple transportation of Satellite, equipment and crew if required.) Long Term Storage Offer Terms (F2 through F12 Satellites): * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 123 124 1. The specified prices are in January 1995 U.S. dollars. Actual prices will be increased at an annual rate of five (5) per cent compounded monthly from 1 January 1995. 2. The placement into storage price shall be invoiced upon completion of placement into storage. The removal from storage price shall be invoiced upon completion of all activities and testing associated with removal from storage. The escalation referred to in term 1 above shall be applied individually to these invoices. C. Long Term Storage (F13 through F20 Satellites) In addition to the storage provisions of ARTICLE 32, STORAGE, if I-COGC directs Hughes to deliver any of the F13-F20 Satellites into storage at Hughes' facility, Hughes will provide long term storage (not to exceed 60 Months) in accordance with the following terms: 1. Placement of Satellite into storage price: * each, subject to escalation from 1 January 2001 until the date of placement into storage at an annual rate of five percent (5%) compounded monthly. Price includes the following non-deliverable items and services: storage location, support cart, unique systems test support equipment and cables, Satellite disassembly and battery storage, Satellite transport to storage location and setup and use of remote telemetry, command and power checkout equipment. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 124 125 2. Annual storage price: * per year, or amortized fraction thereof, for each stored Satellite. These prices are subject to escalation from 1 January 2001 at an annual rate of five percent (5%) compounded monthly. 3. Post storage (removal) price: * each. Price includes the following non-deliverable items and services: removal of Satellite from storage location, Satellite re-assembly, flight re-finalization, cleaning, post-storage testing (same as launch site functional tests), subsystem tests and checkout, and transportation of Satellite, equipment and crew if required. This price is subject to escalation from 1 January 2001 at an annual rate of five percent (5%) compounded monthly. This price does not include the post storage thermal stress test (TST). In the event I-COGC requests additional testing, Hughes agrees to provide a price proposal for such testing. D. Additional Satellite Batteries Relative to the F2 through F12 Satellites, I-COGC may direct Hughes at any time prior to 5 September 2005 to provide replacement Satellite batteries at a price of * each plus escalation from 5 September 2000 at an annual rate of 5%, compounded monthly. Delivery of the Satellite batteries shall be no later than 18 Months after receipt of order. In the event I-COGC requests replacement batteries for any of the F13 through F20 Satellites, Hughes agrees to provide a price proposal in accordance with ARTICLE 22.3 for such batteries. E. Battery Precharge Reset Should I-COGC desire to extend an F2-F12 Satellite's battery warranty beyond 36 Months after activation to a total battery warranty of 54 Months, I-COGC may direct Hughes at any time prior to thirty (30) Months after activation or six (6) Months prior to the Satellite's planned completion date, whichever is earlier, to reset the precharge on an F2-F12 * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 125 126 Satellite battery for * each. In addition, I-COGC may direct Hughes to reset the precharge on additional Satellite batteries (beyond F12) prior to thirty (30) Months after activation, but in any event no later than six (6) Months prior to the Satellite's planned completion date, for * each, subject to escalation from 1 January 2001 at an annual rate of five percent (5%) compounded monthly. 33.2 Any modifications, agreed subsequent to the date of this Contract, to any item above shall, upon written request of I-COGC, be incorporated subject to a mutually agreed adjustment to the price of the relevant item. 33.3 Exercise of any option in this ARTICLE 33 shall be accomplished in writing in accordance with ARTICLE 24, NOTICES. 33.4 Should I-COGC exercise any or all of the options described above, the Parties shall amend the Contract as soon as is reasonably possible after option exercise to incorporate the changes to the Contract which are made necessary by such exercise. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 126 127 ARTICLE 34 LIMITATION OF LIABILITY 34.1 Hughes makes no warranty, express or implied, to any person or entity other than I-COGC concerning the Satellites, the Ground TT&C Hardware or the performance of the I-CO Program, and I-COGC shall defend and indemnify the Hughes from any claims made by any third party against Hughes arising from any misrepresentation by I-COGC or any of its Affiliates to any third party in connection with this Contract. 34.2 The Parties to this Contract expressly recognize that the I-CO Program is a commercial space venture and as such, it involves substantial risks. Therefore, the Parties recognize the commercial need to define, apportion and limit contractually all of the risks associated with this commercial space venture. THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF HUGHES AND REMEDIES AGAINST HUGHES WHICH ARE EXPRESSLY SET OUT IN THIS CONTRACT ARE EXCLUSIVE. ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND ASSURANCES, EXPRESS OR IMPLIED, AND WHETHER STATUTORY OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED (SAVE FOR ANY LIABILITY FOR FRAUDULENT MISREPRESENTATION). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE ARE EXCLUDED IN PARTICULAR ANY OTHER WARRANTIES AND CONDITIONS AS TO SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR, PURPOSE AND AS TO DESCRIPTION AND/OR PERFORMANCE AS REGARDS THE I-CO PROGRAM INCLUDING, WITHOUT LIMITATION, THE SATELLITES AND GROUND TT&C HARDWARE TO BE PROVIDED BY HUGHES HEREUNDER. WITHOUT PREJUDICE TO THE FOREGOING, THE PROVISIONS OF THIS ARTICLE 34.2 SHALL APPLY WITH RESPECT TO ANY BREACH OF THIS CONTRACT FOR WHICH THERE IS A STATED REMEDY, INCLUDING DELAY OR DEFAULT, AND WITH RESPECT TO ANY DEFECT Page 127 128 NON-CONFORMANCE OR DEFICIENCY IN ANY PRODUCT DELIVERED UNDER THIS CONTRACT OR IN ANY INFORMATION, INSTRUCTIONS, SERVICES OR OTHER THINGS PROVIDED PURSUANT TO THIS CONTRACT. 34.3 Notwithstanding the foregoing, the Parties shall not have any liability to the other Party for any special, collateral, punitive, exemplary, consequential, indirect and/or incidental damages (including but not limited to, lost profit or revenues, loss of goodwill, loss of savings, loss of use, interruptions of business or for any other form of economic loss). 34.4 The provisions of this ARTICLE 34 shall survive the termination or expiration of this Contract for whatever reason or cause. Page 128 129 ARTICLE 35 MISCELLANEOUS 35.1 Regulatory Support Hughes agrees that it will, if so requested by I-COGC, render at Hughes' own cost reasonable assistance to I-COGC in relation to the obtaining of regulatory and governmental approvals for the successful implementation in the United States of America of mobile satellite communications services by I-COGC or its Affiliates or its or their major service providers. Such assistance shall normally be provided from the internal resources of Hughes Telecommunications and Space Company of which Hughes is a subsidiary and shall not, unless otherwise agreed, require Hughes to provide assistance of its external consultants or advisors. Hughes and I-COGC acknowledge that, for the avoidance of doubt, the provision of regulatory support by Hughes or its Affiliates to American Mobile Satellite Corporation and its subsidiaries shall not constitute a breach of Hughes' obligations under this ARTICLE 35.1. 35.2 Cancellation for Non-Allocation of Frequencies I-COGC may terminate the Contract for its convenience under ARTICLE 17, TERMINATION, if WRC 95 does not advance the availability of the 2GHz band, or does not allocate the feeder link for the space segment, or if as a result of WRC 95, it appears that the allocation of frequencies will be sufficiently delayed so as to jeopardize the I-CO Program provided however I-COGC may terminate the Contract for these reasons by written notice to Hughes between 1 December 1995 and 31 March 1996 as if for Force Majeure (ARTICLE 10), (except that the six (6) month duration requirement will be waived), if written notice is given to Hughes between 1 December 1995 and 31 March 1996. Page 129 130 35.3 Insurance Hughes agrees to provide All Risks Insurance for the Satellites (to their full replacement value) at no additional cost to I-COGC and will provide evidence of such insurance if so requested by I-COGC. With regard to risk insurance for damage caused by earthquake, Hughes will provide coverage up to the limits and premiums which are commercially feasible. 35.4 Excess Mass Should a Satellite(s) exceed the launch mass specified in EXHIBIT B, SATELLITE TECHNICAL SPECIFICATION, Hughes agrees to bear any resultant increased launch and other associated costs incurred by I-COGC ("Mass Cost Increase") resulting from such mass increase, provided that if I-COGC directs that Hughes utilize the services of a specific Launch Services Provider where Hughes is otherwise able to procure Launch Services which meet the mass capability requirements from an alternative Launch Services Provider at a lower Mass Cost Increase, and where such alternative Launch Services are of a comparable heritage and reliability and meet the key schedule and other requirements of (a) this Contract, (b) the interrelated Launch Services Contract referred to in the Recitals, and (c) the I-CO Program, then I-COGC shall bear the difference between the Mass Cost Increase with the said Hughes suggested alternative Launch Services Provider and the Mass Cost Increase with the Launch Services Provider directed by I-COGC. The Parties agree to consult with one another in order to minimize such costs, subject to schedule and other requirements of the I-CO Program. Page 130 131 35.5 Key Personnel Hughes agrees that the following individuals are necessary for the successful completion of the Work to be performed under this Contract and shall not be removed from the performance of the Work without the consent of I-COGC, which consent shall not be unreasonably withheld. In the event that these personnel become unavailable for any reason and consent is given, Hughes shall select suitable replacement personnel who possess comparable levels of experience, qualifications and ability. Notwithstanding its role in approving key personnel and their replacements, I-COGC shall have no supervisory control over their work, and nothing in this ARTICLE shall relieve Hughes of any of its obligations under this Contract, or of its responsibility for any acts or omissions of its personnel.
Name Title ---- ----- K. Reiley ICO Program Director T. Lamb ICO Space Segment Program Director W. Scanlon Tropo IPT Leader
35.6 Disclaimer of Agency None of the provisions of this Contract shall be construed to mean that either Party hereto is appointed or is in any way authorized to act as an agent of the other Party. This Contract does constitute, create, give effect to, or otherwise recognize a joint venture, partnership or formal business organization of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein. Page 131 132 35.7 Waiver of Breach of Contract A waiver of any breach of a provision hereof shall not be binding upon either Party unless the waiver is in writing and such waiver shall not affect the rights of the Party not in breach with respect to any other or future breach. No failure or delay by any Party or time or indulgence given by it in or before exercising any remedy or right under or in relation to this Contract shall operate as a waiver of the same nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other remedy or right. 35.8 Term of Contract This Contract shall be in full force and effect as long as either Party is or may be required to perform any obligation pursuant to this Contract. 35.9 Language With respect to all correspondence relating to this Contract and to all material, including labels and markings of equipment, submitted by Hughes hereunder, the English language shall be used. Controlling language for this Contract shall therefore be the English language. Page 132 133 ARTICLE 36 MAJOR SUBCONTRACTORS The following companies are identified as potential Major Subcontractors under this Contract: Saab Ericsson Space AB NEC Corporation Mitsubishi Electric Corporation In addition, any Subcontractor with a subcontract in excess of $US30,000,000 will be deemed to be a Major Subcontractor under this ARTICLE 36. Hughes shall incorporate the substance of ARTICLE 12, ACCESS TO WORK IN PROGRESS AND DATA and ARTICLE 18, DATA RIGHTS, into all subcontracts with Major Subcontractors, and shall use reasonable efforts to incorporate the same into all subcontracts between Hughes and any Subcontractor performing Work pursuant to this Contract. Page 133 134 ARTICLE 37 SPECIAL PROVISION APPLICABLE TO SATELLITE F15 The following special (additional) terms apply to the F15 Satellite: 37.1 Hughes agrees to defer all F15 invoices and I-COGC will not be required to make any F15 payments until 1 February 2002. 37.2 I-COGC may place the manufacture of F15 on hold in accordance with the following: A. Should I-COGC elect to place F15 on hold as of * , Hughes will store the F15 parts and material until 31 December * and invoice I-COGC for * in accordance with ARTICLE 37.1. Should I-COGC provide a restart notice directing Hughes to proceed with the manufacture of F15 prior to * , Hughes will complete and Deliver F15 within * of receiving I-COGC's F15 restart notice. Upon restart of F15, the Parties will agree on an equitable adjustment of billing milestones associated with F15 over the remaining Delivery schedule. The remaining * of the price of F15 will be subject to escalation during the hold period at an escalation amount equal to the greater of the * . B. Should I-COGC elect to place F15 on hold as of * , Hughes will store the F15 parts and material until * , and invoice I-COGC for * in accordance with ARTICLE 37.1, if applicable. Should I-COGC provide a restart notice directing Hughes to proceed with the manufacture of F15 prior to * , Hughes will complete and Deliver F15 within * of receiving I-COGC's F15 restart notice. Should I-COGC provide a restart notice directing Hughes to proceed with the manufacture of F15 after * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 134 135 * , but prior to * , Hughes will complete and Deliver F15 within * of receiving I-COGC's F15 restart notice. Upon restart of F15 the Parties will agree on an equitable adjustment of billing milestones associated with F15 over the remaining Delivery schedule. The remaining * of the price of F15 will be subject to escalation during the hold period at an escalation amount equal to the greater of the * . C. In the event I-COGC elects to terminate F15 for convenience prior to * , the provisions of ARTICLE 17.1 shall apply, except that (i) no F15 termination payment will be due to Hughes until * , and (ii) in no event will I-COGC's termination settlement exceed the following:
Termination Termination Liability Date (US$ Million) ------------------ --------------------- * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
D. Should I-COGC proceed with the full-build authorization prior to * , then the long lead price will be credited against the F15 Satellite price. In * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 135 136 the event that Hughes does not receive the full-build authorization prior to * and Hughes subsequently elects to use any of the long lead parts on other programs, Hughes will reimburse I-COGC for the cost of such long lead parts. If I-COGC notifies Hughes prior to * that I-COGC desires to defer the continuation of the F15 full-build, Hughes will provide a proposal to I-COGC for such deferment under ARTICLE 22.3. The intent is to provide schedule and cost adjustments for completion of the Satellite, taking into account any useable residual material that may have been previously procured under the F15 production authorization. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 136 137 ARTICLE 38 ADDITIONAL SATELLITES OF THE SAME GENERATION AND DESIGN I-COGC agrees that Hughes will be the sole source for any additional Satellites (including ground spares) procured by I-COGC, or any of its Affiliates, if such satellites are of both the same current generation and design as the Satellites delivered hereunder, but only if such additional satellites are ordered by I-COGC or any of its Affiliates prior to the earlier of (i) 1 January 2004 or (ii) the order of the F16 Satellite. Notwithstanding the foregoing, Hughes agrees that, prior to such date, any of I-COGC and its Affiliates is entitled to take delivery of any satellites that are either of a different generation or of a different design from the Satellites delivered hereunder, including any Satellite operating wholly or significantly in the Ka-Band. Page 137 138 ARTICLE 39 FINALIZATION OF RADAR SPECIFICATION AND MODIFICATION 39.1 Hughes and I-COGC acknowledge that radar systems exist in the I-COGC frequency allocation. Hughes' design approach, as defined under Exhibit B (the "Radar Design"), is intended to mitigate the impact of radar systems on the Satellites when illuminated by radar pulses having a radar pulse duration, magnitude, and repetition as defined by I-COGC. 39.2 The Parties agree to conduct further analysis to characterize the performance of the Radar Design. Therefore, the Parties agree to proceed as follows: 39.2.1 Hughes will perform an analysis (the "Hughes Study") to verify the disturbance duration of a satellite with the Radar Design that is illuminated by a radar pulse as defined by I-COGC. The analysis and results of the Hughes Study will be completed and presented to I-COGC on or before *. At the same time the analysis and results are presented to I-COGC, Hughes will provide a radar pulse disturbance duration commitment and, if accepted by I-COGC, the specification will be amended to incorporate the radar pulse disturbance duration commitment. If the analysis, results and radar pulse disturbance duration commitment are not presented to I-COGC on or before *, then Hughes shall continue to perform all its obligations under the Contract (including all work necessary to maintain the schedule), and * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 138 139 39.2.2 I-COGC shall conduct an analysis in parallel with the Hughes Study to characterize the system impacts of radar pulse disturbance duration. The results of such analysis shall be presented to Hughes no later than September 21, 2000. 39.3 Within seven (7) Days from the receipt of the analysis and results of the Hughes Study and commitment to a radar pulse disturbance duration, I-COGC will provide written notification directing Hughes to do one of the following: 39.3.1 Implement the specification (as amended to include the radar pulse disturbance duration commitment) resulting from the Hughes Study with no change to the Contract price, schedule, or terms; or 39.3.2 Prepare a contract change proposal in accordance with Article 22.3(B), Changes Requested by Hughes or I-COGC, to change the design approach to mitigation of radar pulses or to conduct further analysis and testing of the Radar Design. Such new design or further analysis and testing shall be completed and presented to I-COGC no later than forty-five (45) days after receiving such written notification from I-COGC. After receiving the results of such new design or further analysis and testing, I-COCG shall have the right to exercise the same options as set forth in this ARTICLE 39.3.1, 39.3.3, and 39.3.4, or the Parties will mutually agree on further studies or other actions; or, 39.3.3. Terminate the Contract for Convenience. Such termination shall be subject to Article 17.1, Termination for I-COGC's Convenience, * or, * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 139 140 39.3.4. Terminate * for Convenience. Such termination shall be subject to ARTICLE 17.1, TERMINATION FOR I-COGC'S CONVENIENCE, * and all termination liability under such article will in no event exceed * (the " * Termination Liability"). If * is terminated for convenience, the January 25th Memorandum of Agreement (as amended) between the Parties, the Stipulation and Agreement between the Parties dated 1 December 1999 (as amended), the Stipulation and Order regarding Cure Payment and Terms and Conditions of Assumption of Contract with Hughes Space and Communications International, Inc. dated 3 May 2000, and this Contract * will continue in full force and effect as if * had never been entered into. 39.4 In the event that I-COGC's written notification required under Article 39.3. above is received after the seven (7) Day requirement, the * Termination Liability shall increase as reasonably required to maintain the Delivery schedule. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 140 141 ARTICLE 40 RESERVED Page 141 142 ARTICLE 41 SPACE SEGMENT SUPPORT TO SEIT 41.1 This Article sets forth the terms under which Hughes, as the ICO Program Space Segment provider, will support the ICO Program System Engineering, Integration, and Test (SEIT) efforts. Hughes shall provide a nominal level of effort consisting of six (6) engineers for a period of three years commencing 25 August 2000 to provide Space Segment technical support to SEIT and assist in evaluating Space Segment impacts arising from the revision of the ICO Program Ground Segment. This effort will be supplemented, as required, by limited managerial and administrative support to assure that proper attention is applied to the SEIT support effort by the scientific support team. Hughes will consult with I-COGC concerning the assignment of key team members prior to being assigned to the space segment support to SEIT effort. The Hughes team may include selected vendor or subcontracted effort, as appropriate, to ensure timely completion of required tasks. Hughes will furnish to I-COGC on a quarterly basis a description of the work in process and a summary of Hughes' financial expenditures to date versus current I-COGC funding, including a budgetary forecast of anticipated expenditures for future work. Hughes and I-COGC will mutually agree on the planned tasking and estimated staffing levels on a quarterly basis. 41.2 Hughes will provide such support and perform such tasks as I-COGC may request from time to time. Without limiting the foregoing, Hughes support to the SEIT effort may include, without limitation, the following: (a) Performance of detailed system level integration planning and testing with the first and subsequent spacecraft launches. (b) Support to system level analyses, integration planning and testing for the spacecraft, PCS and GCE systems interface to the ICO system. Page 142 143 (c) Participation in trade-offs as the system gets further designed and integrated. (d) Support to system test bed changes and additions. (e) Review and provide assessment of new requirement flowdown. (f) Support of Operations. (g) Provide on the job training. 41.3 Estimated Support to SEIT Price The estimated funding required for the support to SEIT effort is ( * over three years). (b) All Hughes' support to SEIT effort will be performed on a cost reimbursement basis, to include a * fixed fee. 41.4 Invoices and Payment (a) Hughes will submit invoices to I-COGC on a quarterly basis. Each invoice will reflect the labor and non-labor costs incurred during the previous quarter. Hughes will make a good faith effort to notify I-COGC if Hughes expenditures appear to be materially inconsistent with the budgeted forecast. Labor and non-labor costs shall be invoiced at a price that includes applicable burden(s), plus * fixed fee. (b) I-COGC shall pay each invoice within fifteen (15) Days after receipt of invoice. Invoices shall include a certification from Hughes stating that the invoiced amount reflects an accurate account of the charges incurred while performing the support to SEIT effort under this Contract for the previous quarter. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 143 144 Page 144 145 24 August 2000- Amendment 7 CONTRACT NUMBER ICOO/95-1002/NR ----------------------------- EXHIBIT A STATEMENT OF WORK ----------------------------- 24 AUGUST 2000 146 Exhibit A Statement of Work 24 August 2000- Amendment 7 Satellite Contract Contract Number: ICOO/95-1002/NR - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. Summary................................................................................1 2. Deliverable Equipment, Documentation and Services......................................2 2.1 Flight Spacecraft.............................................................2 2.2 Ground Control Equipment (GCE) System.........................................2 2.3 Engineering Model Payload.....................................................5 2.4 Deliverable Documentation.....................................................7 2.4.1 General..............................................................7 2.4.2 Contract Documentation Requirements List (CDRL)......................8 2.4.3 CDRL "Information", "Review" and "Approval Definitions"..............8 2.5 Additional Deliverable Services and Equipment.................................8 2.5.1 LVI and Launch Support Activities....................................8 2.5.2 TT&C Compatibility Tests.............................................8 2.5.3 On-Orbit Commissioning and Testing...................................9 2.5.4 Mission Operations and Support.......................................9 2.5.5 Training............................................................10 2.5.6 Initial Operational and Maintenance Support.........................11 2.5.7 Communications Network Support......................................11 2.5.8 Spacecraft Shipment and Storage.....................................11 2.5.9 GCE Post Delivery Support and Spares................................13 2.5.10 Radar Emitter Study................................................14 2.5.11 Additional Racks for CFE Equipment.................................14 2.5.12 Remote IOT Operations..............................................14 2.5.13 PCS Modem Compatibility Test.......................................14 2.5.14 PCS Post Delivery Support and Spares...............................16 2.6 Payload Control System (PCS).................................................16 3. Program Management....................................................................18 3.1 Program Management Plan......................................................18 3.2 Documentation and Data Management............................................18
i 147 3.3 Progress and Technical Meetings..............................................18 3.3.1 Weekly Progress Meetings............................................18 3.3.2 Quarterly Progress Meetings.........................................19 3.4 Action Item Control..........................................................19 3.5 Progress Reports.............................................................19 3.6 Milestone and Invoice Payment Status and Forecast............................19 3.7 Customer Residents...........................................................20 3.7.1 Office Accommodations and Facilities................................20 3.7.2 Attendance at Technical Reviews and Tests...........................21 3.8 Spacecraft Scroll............................................................21 3.9 Program Planning Networks and Schedule Charts................................21 4. Product Assurance Activities..........................................................22 4.1 General......................................................................22 4.2 Qualification Matrix.........................................................22 4.3 Systems Safety...............................................................22 4.4 Requests for Deviation/Waiver................................................22 4.5 PA Documentation.............................................................23 5. Design, Manufacturing, and Test Reviews...............................................23 5.1 General......................................................................23 5.1.1 Conduct of Reviews..................................................24 5.1.2 Review Data Packages................................................25 5.1.3 Completion of Review................................................25 5.2 Spacecraft, Communications Payload and GCE Design Reviews....................25 5.2.1 General.............................................................25 5.2.2 Preliminary Design Reviews..........................................26 5.2.3 Critical Design Reviews.............................................26 5.2.4 System Final Design Review..........................................26 5.2.5 PCS System Requirement..............................................27
ii 148 5.3 Subsystem Level Design Reviews...............................................27 5.3.1 General.............................................................27 5.3.2 Preliminary.........................................................27 5.3.3 Critical............................................................28 5.4 Equipment Level Design Reviews...............................................28 5.4.1 General.............................................................28 5.4.2 Preliminary.........................................................29 5.4.3 Critical............................................................29 5.5 Flight Software Reviews......................................................29 5.5.1 General.............................................................29 5.5.2 Preliminary.........................................................29 5.5.3 Critical............................................................29 5.5.4 Code................................................................30 5.5.5 Flight PROM Burn-In.................................................31 5.6 Manufacturing Readiness Reviews..............................................31 5.7 Test Reviews.................................................................31 5.7.1 General.............................................................31 5.7.2 Test Readiness......................................................32 5.7.3 Test Review Board...................................................32 5.8 Pre-Shipment Review..........................................................32 5.9 Launch Readiness Review......................................................32 Appendix A: Contract Documents Requirements List (CDRL)
iii 149 EXHIBIT A: STATEMENT OF WORK 1. SUMMARY This Statement of Work (SOW) defines the work to be performed by Hughes Space and Communications, International, Inc. (HSCI), referred to hereafter as the Contractor, in implementation of the Space Segment under contract with ICO Global Communications (Operations) Limited, referred to hereafter as the Customer. The Contractor shall design, develop, manufacture, test and deliver the following equipment. a) Fifteen (15) Spacecraft delivered to Designated Launch Sites. The first spacecraft (ICO F1) delivered shall not include the Tropo/Radar modification. ICO F2 to F15 shall be configured to include the Tropo/Radar modification. b) A compatible, fully integrated and operational Spacecraft Ground Control Equipment (GCE) system delivered to facilities designated and provided by the Customer. The GCE includes central control computer systems located at a Customer provided primary satellite control center (SCC), a back-up satellite control center (BCC) located at Contractor's facility in El Segundo, California, and remotely located TT&C baseband and interface equipment installed at 6 Customer TT&C SAN sites. The GCE shall operate up to twelve (12) satellites (expansion of the design to 14 satellites shall also be possible). The deliverables also includes 2 dynamic software simulators (DSS) with host computer hardware located and interfaced at the SCC and BCC, and two in-orbit test (IOT) systems, one primary and one back-up spare, located in Chhattarpur, India and Brewster, Washington USA. Only one of the IOT systems can be operated at any one time. Contractor agrees to relocate the BCC to a site in Japan or other comparable location to be designated by Customer at a later date. c) An Engineering Model (EM) communications payload and associated support equipment as set forth in herein. d) A Payload Control System (PCS) to support traffic related configurations of the ICO payload. The PCS will be comprised of an integrated suite of hardware, software, and operations products that collectively will be used to support normal, on-station, ICO payload traffic control operations for up to twelve (12) satellites. It shall be possible to extend the number of supported satellites to 24 with additional hardware and software. The PCS will provide data to assist in operations relating to satellite diagnostics, calibration, payload trending, and short-term storage. PCS will also assist IOT and satellite failure investigation efforts as required. page 1 150 The above equipment shall be delivered by the dates defined in the Spacecraft Contract. The SOW also defines associated documentation and services including: training, launch vehicle interface and preparation, mission operations and post-launch commissioning, testing and support. page 2 151 2. DELIVERABLE EQUIPMENT, DOCUMENTATION AND SERVICES 2.1 FLIGHT SPACECRAFT The Contractor shall deliver fifteen (15) complete spacecraft fulfilling all requirements of the Contract, compatible with the required launch vehicles and including propellants, and airborne support equipment as applicable. The first spacecraft to be delivered, called the protoflight model, shall be subjected to a series of qualification tests using protoflight levels, as specified in Exhibit-D, entitled Acceptance Test Plan. The first spacecraft configured with the Tropo/Radar modification shall be subject to a series of protoflight tests as specified in Exhibit D, to validate the Tropo/Radar design and its consequences to the overall payload and spacecraft design. 2.2 GROUND CONTROL EQUIPMENT (GCE) SYSTEM The fully operational GCE system shall comprise: - Two (2) satellite control centers, comprising one primary center (SCC) and one backup center (BCC). The BCC will initially be located at Contractor's facility in El Segundo, California. At Customer's request, Contractor will relocate the BCC to a site in Japan or another comparable location selected by Customer. Interface equipment at the SCC and BCC will allow interfaces for communication with at least six (6) TT&C out-station facilities. The GCE shall operate up to twelve (12) satellites (expansion of the design to 14 satellites shall also be possible.) - Six (6) SAN sites equipped with TT&C equipment, switching, ranging and baseband equipment adequate to control three (3) satellites through five (5) antennas at each SAN site. - Two (2) Dynamic Software Simulators (DSS), one located at each of the satellite control centers. - Two (2) In-Orbit Test (IOT) systems, one primary and one back-up spare, located at two of the TT&C/SAN sites. One in Brewster, Washington USA, the other in Chhattarpur, India. To facilitate operator training, one satellite control center and it's associated DSS shall be installed and operational four months prior to overall GCE acceptance. The Customer shall provide: - Facilities for installation at the primary center as well as at the backup center in Japan or at another comparable location determined by Customer - SAN site availability at six (6) designated sites to allow installation of TT&C out-station equipment - Communications links - Six (6) SAN sites suitably located to support near continuous TC, ranging and TM control of at least 12 satellites during early launch operations of F1 onwards through to in-service operations of the complete constellation page 3 152 The Contractor shall ensure that the hardware and software deliverables are adequate to cover in-orbit operations, for example, normal in-service operations concurrent with a dual launch operations mission and intensive monitoring of at least one "anomalous" satellite. The Customer shall provide communication links between all facilities. The Contractor's equipment shall interface with these links for all necessary site to site communications. Interfaces with these links and with all other customer furnished equipment shall be defined in interface control specifications called up in the CDRL. Responsibility for control of these specifications (Items G1, G2, and G3 of the CDRL) was transferred to the Customer on 1 July 1996. In addition to the software required to control satellites, the Contractor shall supply a SAN antenna control facility (as part of an Automatic Planning and Control System) which, based on satellite measured ephemeris data, will manage and control SAN antenna/satellite link acquisitions at the six (6) TT&C SAN sites equipped with 5 antennas per site. (Note, this will take account of antennas removed from service for maintenance and will also assume that autonomous SAN antenna satellite autotracking will occur after satellite acquisition). Recovery algorithms for reacquisition if loss of levels occurs is also required. Coupled with this SAN antenna management, selection of TT&C sites for continuous real time telemetry collection and TC routing will be included. In-Orbit Test (IOT) hardware and software shall be delivered to two (2) of the TT&C SAN sites. This equipment shall be installed, commissioned and acceptance tested at the SAN site following facility pre-acceptance at the factory. The IOT equipment shall offer local and remote (from SCC and BCC) control capabilities and shall be capable of verifying correct satellite performance of all major communications, TT&C rf and SRMS rf unit parameters in accordance with Contract Exhibit F (GCE Technical Specifications). Two sets of DSS hardware and software shall be delivered, installed and acceptance tested, one at each SCC site in accordance with the specification. The DSS shall be interfaced with the SCC such that flight operations procedures and training can be performed at the SCC using the DSS to emulate the satellite. Correct operations of real time safety related procedures (e.g.: ACS normal and anomalous operations) is a paramount requirement. The spacecraft bus operation should be fully simulated. Payload redundancy management and processor configuration through the TT&C subsystem should be emulated. The simulator does not have to emulate Resource Management Operations. The Customer shall provide prepared facilities for the installation of the GCE at the satellite control centers and TT&C SAN sites. This includes all reasonable services necessary for installation, test and commissioning of the GCE. It shall include all interfaces to customer furnished equipment and suitable facilities for physical installation such as power, air conditioning, cable trays, and appropriate security provisions for encryption hardware. Specific details shall be defined in CDRL interface control and facility documents to be jointly agreed. page 4 153 Details of the GCE system implementation and test are defined in Exhibit E of the Contract. Specific test plans for DSS and IOT equipment subsystems shall be jointly agreed. During spacecraft upgrade for the Tropo/Radar modification, the BCC, located at the Contractor's facility in El Segundo, California shall be maintained. Periodic maintenance by Contractor's system administrators shall be conducted to insure equipment health. 2.3 ENGINEERING MODEL PAYLOAD The Engineering Model Communications Payload (EM Payload) shall be a deliverable item. Contractor will act as custodian of the EM Payload for Customer and will maintain the EM Payload to ensure that it is at all times in "operational condition" at Contractor's facilities in El Segundo, CA until one year after delivery of the F12 spacecraft (at which time Customer will either take custody of the EM Payload subject to US Government approval, or will mutually agree with Contractor on such other disposition of the EM Payload). "Operational condition" is defined as ready for use by Customer or its designee within two weeks notification. Only one configuration of the EM Payload will be maintained by Contractor, and such configuration will be updated to reflect any changes from tropo/radar or other satellite modifications. The Contractor is permitted to store the EM Payload in appropriate facilities provided the EM Payload can be assembled and ready for use within two weeks. Basic control and support equipment for the EM Payload shall be provided by the Contractor. Interface and test equipment for the EM Payload to be used in "Ground System Trials" with development SAN and User Terminal (UT) equipment shall be the responsibility of the Customer. The precise definition of interfaces shall be mutually agreed and documented in an interface control document. The Contractor, upon Customer request, shall also provide options for these "Ground Systems Trials" to be conducted at the Contractors facilities and to provide appropriate Contractor support. The Customer plans to use the EM Payload for network and traffic development trials including development of the Resource Management and HPSMS operations. The EM Payload shall incorporate at least the following hardware: - Full S-band forward and return antennas including all radiating elements and filters - S-band and IF electronics for 32 forward and return chains - One forward (internally complete) payload processor, (processing half the antenna elements) and one equivalent return processor - Two chains (one for each polarization) of C-band feeder electronics using commercial equivalent construction - Brassboard payload control processor (not built to EQM standards) - Non-flight mounting and support page 5 154 - Frequency reference generator/distribution - Test emulators, which shall be delivered with the payload, will be used for the following: - Spacecraft telemetry and command interfaces - Spacecraft control processors interface with payload control processor - Power supplies The EM Payload shall provide a fully functional path, forward and return, between C-band feeder test couplers and S-band antenna aperture. Low gain commercial construction C-band antennas (e.g.: C-band horn) shall be provided for radiated coupling to SAN antennas. All equipment on the EM Payload shall be built to an Engineering Qualification Model standard (EQM), unless otherwise stated. EQM unit equipment shall be designed and fabricated with the objective of being identical in electrical and mechanical design, physical layout and construction to a flight model unit, including any functional redundancy within the unit, but generic equivalents to flight standard parts may be used and, where applicable, non-flight materials. An exception to this is the C-band feeder equipment which may be commercial equivalent construction. EQM equipment shall be tested to full qualification levels in the case of first article units, and to flight acceptance procedures for later units in the EM program. In the case of new equipment produced in relatively large quantities, testing on later units shall be performed with the objective of verifying the flight production test equipment hardware, procedures, and software. Where possible, the subsystem panel level testing shall be performed with the intended flight procedures, but with additional performance testing to verify the payload design. The EM Payload shall undergo a complete set of performance tests as described in Exhibit D, Acceptance Test Plan As well as verifying the basic proof of design of the payload, the EM Payload shall also verify the proof of concept of the S-band antenna calibration and diagnostic facility. The EM Payload shall be upgraded to verify proof of design of the Tropo/Radar modification. The Tropo/Radar upgrade shall incorporate at least: - S-band return path, 8 element chains, configured for the Tropo/Radar modification. - One return processor configured for the Tropo/Radar modification. page 6 155 - One return BCA element slice configured for the Tropo/Radar modification. - Frequency reference generator/distribution configured for the Tropo/Radar modification. - All remaining, non-redundant hardware incorporated on the payload as a consequence of the Tropo/Radar modification. All new EM Payload equipment shall be EQM or flight quality to satisfy payload development objectives. If mutually agreed to by the Customer and Contractor, the use of brass-board equipment may be authorized. 2.4 DELIVERABLE DOCUMENTATION 2.4.1 GENERAL All deliverable documentation shall be written in the English language, and all deliverable top level and operational documentation and drawings dealing with interfaces shall use the international system of units (SI). Drawings for fabrication of equipment except for interfaces are exempt from using SI units. Documentation shall be delivered to the office or the Customer's resident manager unless specified otherwise. 2.4.2 CONTRACT DOCUMENTATION REQUIREMENTS LIST (CDRL) The documents which require submittal to the Customer are listed in the CDRL in Appendix A. Items G1, G2, and G3 are no longer the Contractor's responsibility but the Contractor will review changes to those documents as required. As required, the Contractor shall update relevant documents to reflect changes to engineering design and analyses due to the Tropo/Radar modification. 2.4.3 CDRL "INFORMATION", "REVIEW" AND "APPROVAL" DEFINITIONS Documents supplied for "Information" require no responding action by the Customer. Documents supplied for "Review" require a Customer response on their acceptability in a timely manner as required to permit continuous program progress. Lack of Customer response shall be deemed as acceptance. Documents supplied for "Approval" must be explicitly approved by the Customer. This shall normally take the form of a Customer signature on the document approval page. This approval shall be determined by the Customer as required to permit continuous program progress. page 7 156 2.5 ADDITIONAL DELIVERABLE SERVICES AND EQUIPMENT The Contractor shall supply the following additional services and equipment: 2.5.1 LAUNCH VEHICLE INTERFACES AND LAUNCH SUPPORT ACTIVITIES The Contractor shall perform all the launch vehicle technical interface design and interface activities required by the launch service agencies and all other activities required to ensure compatibility with the launch vehicles in this Contract. The Contractor shall also be responsible for transportation of the spacecraft to the launch sites. The Contractor shall perform all launch site operations required for post shipment checkout and launch preparations. The integration and test activities at the launch site shall be as described in Exhibit D Acceptance Test Plan. 2.5.2 TT&C COMPATIBILITY TESTS During the system level test program, the Contractor shall link the PF1 spacecraft to the BCC and a suitable set of TT&C commands and telemetry parameters agreed to by the Customer shall be exercised to verify compatibility. If significant design changes occur after F1 spacecraft launch, the next spacecraft implementing the changes shall undergo a "delta" compatibility test. The Tropo/Radar modification does not involve any changes to the TT&C subsystem or GCE and, consequently, a "delta" compatibility test shall not be required for the Tropo/Radar test program. 2.5.3 ON-ORBIT COMMISSIONING AND TESTING The Contractor shall perform the on-orbit post launch operations, through the completion of in-orbit test activities for each spacecraft on behalf of the Customer. The commissioning and test activities are described in the Acceptance Test Plan (Exhibit D). The IOT program shall enable spacecraft to be tested ready for service within 6 weeks after arrival on station in the case of the first two successful launches, and within 1 month after arrival on station for the remainder of the spacecraft. 2.5.4 MISSION OPERATIONS AND SUPPORT The Contractor shall perform the following mission and support activities for the Customer: - Preparation of the Operations and Mission Manuals. - Satellite Recommended Operating Procedures (ROPs). This document shall contain detailed recommended operating procedures, operating constraints, a mission description, and satellite operating configurations for prelaunch, page 8 157 launch, deployments and on-station operations. Command callouts and expected telemetry responses shall be included. - Preparation, including validation, of Flight Operating Procedures and appropriate GCE automated procedures. - Preparation and performance of mission operations during launch, early orbit operations, initial commissioning and all activities leading up to and including in-orbit acceptance testing of each spacecraft. As needed, manuals and procedures regarding mission operations and support will be updated or developed to support operations of spacecraft configured with the Tropo/Radar modifications. Hand-over of the spacecraft to Customer operations staff shall occur after successful completion of the in-orbit test program. 2.5.5 TRAINING The Contractor shall develop and conduct a training program that shall provide customer personnel the knowledge and skills necessary to operate the spacecraft independently throughout its on-station lifetime. The training program shall include classroom and structured on-the-job (OJT) training, and training will be conducted at the BCC located at the Contractor's facility. If updated training is required due to changes in satellite operations, the Contractor shall provide such training at the Customer's SCC. A complete training program, appropriate for initial training, training of replacement staff, and on-going replacement training, shall be provided, including student guides, transparencies, instructor notes and training video tapes (of the Spacecraft Subsystem course). The Dynamic Satellite Simulator (DSS) shall be used extensively throughout the training program to provide realistic experience in routine and contingency spacecraft operations. The training shall utilize appropriate spacecraft and GCE operating instructions (OIs) and procedures (PROCs) to be provided by the Contractor. The training program, combined with the Contractor's initial operations support program, shall ensure that the Customer staff achieve a safe, efficient transition to independent operations. Individualized training program tracks shall be provided for satellite engineers; orbital analysts; satellite controllers; and ground equipment and software specialists and technicians. The Contractor shall prepare and deliver, at the time of the PDR, a detailed training plan for Customer approval. This plan shall describe the specific content of courses and other training activities, as well as the schedule, the facilities required for each activity, and other details of the training program. The training program shall cover the spacecraft and all Contractor furnished equipment and software including the DSS, IOT equipment system, SCC and SAN GCE. page 9 158 The Contractor shall also supply appropriate training and associated operations and maintenance procedures for the EM Payload upon delivery. The Contractor shall supply appropriate training for the PCS at the Hughes Facilities in El Segundo, California and/or other Subcontractor facilities as needed. The training will be limited to two classes with up to 10 students for each class. Each class will not exceed 15 days. 2.5.6 INITIAL OPERATIONAL AND MAINTENANCE SUPPORT For a twelve (12) month period after the first successful launch, the Contractor shall supply 24 hour operational support with Contractor staff present at the SCC, and/or on immediate local on-call support. The local support shall be supported by 24 hour telephone on-call detailed operational support from the Contractor's satellite manufacturer's facility. The Contractor shall also supply: - On-call technical support to the spacecraft control center for satellite operations through the entire life of the spacecraft constellation. - On-call technical support and maintenance of the GCE through the entire life of the spacecraft constellation, per section 2.5.9. - On-call technical support and maintenance of the PCS through the entire life of the spacecraft constellation, per section 2.5.14. - The contractor shall supply operational support plans or these activities. 2.5.7 COMMUNICATIONS NETWORK SUPPORT The Contractor shall support development and validation of the overall communications system. This support shall be provided by attending appropriate technical interface meetings and by working with SANs and handset providers under the Customer's guidance and direction, to help assure the integrity and satisfactory operation of the integrated system. 2.5.8 SPACECRAFT SHIPMENT AND STORAGE The Contractor shall be responsible for shipping the spacecraft to the launch sites. The Contractor shall provide short and long term storage as stipulated in the basic Contract. The Contractor shall provide detailed shipment and storage plans for customer approval. The Contractor shall provide storage for partially integrated spacecraft during the period of the Tropo/Radar modifications. page 10 159 2.5.9 GCE POST DELIVERY SUPPORT AND SPARES In accordance with a ground control operating philosophy approved by the Customer, the Contractor shall recommend GCE system sparing ground rules and a specific recommended spares list. Spares will be procured separately. Post warranty maintenance support shall be provided on a time and materials cost basis. 2.5.10 RADAR EMITTER STUDY The Contractor shall perform a radar emitter study consisting of the following tasks:
Task Description Due Date ---- ----------- -------- 1. a. Update prior environmental analysis over 1900 to 2100 MHz using template of S-band receive payload characteristics. 12/20/96 b. Evaluate data bases and incorporate all potential radar down to the equivalent of 1 W at passband for all frequencies (peacetime scenario). c. Create cumulative vs. orbit time graph. d. Identify other hot spots. e. Identify which part of frequency band (lower or higher) has worse interference 2. Re-evaluate S-band utilization factors for non-peacetime scenario and incorporate into simulation model. 2/15/97 3. Assuming the availability of appropriate data: 5/15/97 a. Redo Task 1 adding communications systems for EIRPs greater than 10 dBW (equivalent at passband). b. Find maximum aggregate levels for each 5 MHz segment of 1965-2035 MHz. c. Identify troposcatter fixed station locations, power, directivity in the 100 MHz passband.
2.5.11 ADDITIONAL RACKS FOR CFE EQUIPMENT The Contractor shall provide a spare rack for CFE equipment at the SCC, BCC, and the six (6) TT&C SAN sites (a total of eight spare racks). 2.5.12 REMOTE IOT OPERATIONS The Contractor shall provide for the dedicated capability for remote IOT operations at both the BCC and the SCC. page 11 160 2.5.13 PCS MODEM COMPATIBILITY TEST The Contractor shall perform a PCS modem to payload modem check via system test equipment. The Contractor is not required to include the PCS L-band IF up and down converters or Customer equipment from the SANs. Successful completion of PCS modem compatibility test will be limited to what is required to confirm the compatibility of the modems and the correctness of the command and TM structure. 2.5.14 PCS POST DELIVERY SUPPORT AND SPARES In accordance with a ground control operating philosophy approved by the Customer, the Contractor shall recommend PCS system sparing ground rules and a specific recommended spares list. Spares will be procured separately. Post warranty maintenance support shall be provided on a time and materials cost basis. The Contractor shall provide one PCS engineer to participate in the ICONET system integration activity for a six (6) month period to be completed no later than 1 December 2002. 2.6 PAYLOAD CONTROL SYSTEM (PCS) The PCS equipment will consist of the following: - Six (6) sets of Remote PCS elements, one (1) element installed at the following six (6) ICO PCS SANs: - Brewster, Washington, USA - Chhattarpur, India - Brisbane, Australia - Longovillo, Chile - Usingen, Germany - Hartebeesthoek, South Africa - One (1) redundant Central PCS element installed at the Backup SCC in El Segundo, CA. - One (1) redundant Central PCS element installed at the Primary SCC in London, England. - One (1) non-redundant Display PCS element installed at the Primary SCC in London, England. - One (1) non-redundant Display PCS element installed at the Backup SCC in El Segundo, CA. The Customer shall provide: - Facilities for installation at the two SCCs - SAN site availability at six (6) designated sites to allow installation of PCS equipment - Communication links page 12 161 - Six (6) SAN sites suitably located to support near continuous telemetry and command of 12 satellites during early launch operations of F1 onwards through to in-service operations of the complete constellation. The Customer shall provide communications links between all facilities. The Contractor's equipment shall interface with these links for all necessary site to site communications. Interfaces with these links and with all other Customer furnished equipment shall be defined in the interface control document described in the Contract's General Provisions, Article 29.1 paragraph D. The Customer shall provide prepared facilities for the installation of the PCS at the satellite control centers, and the PCS SAN sites (the same sites used for the TT&C GCE equipment). This includes all reasonable services necessary for installation, test and commissioning of the PCS. It shall include all interfaces to Customer furnished equipment and suitable facilities for physical installation such as power, air conditioning, and cable trays. ICO shall make available integration support personnel to the Contractor for the purpose of PCS installation and test. Post installation, proper maintenance, security, and operation will be provided by the Customer. Specific details shall be defined in the interface control document described in the Contract's General Provisions, Article 29.1 paragraph D. The PCS shall support traffic related configurations of the ICO payload. The PCS will be comprised of an integrated suite of hardware, software, and operations products that collectively will be used to support normal, on-station, ICO payload traffic control operations. The PCS will provide data to assist in operations relating to satellite diagnostics, calibration, payload trending, and short-term storage. PCS will also assist IOT and satellite failure investigation efforts as required. It is assumed that the PCS system will not interface to the GCE system except for a network connection. It is also assumed that the PCS system will not perform HPN commanding or interface to the HPN system. Relocation services for the PCS elements shall be provided by Contractor on a time and materials cost basis, except that costs associated with the transportation of the Backup SCC PCS equipment from El Segundo, CA. to Japan or to another comparable location selected by Customer shall be borne by Contractor. page 13 162 3. PROGRAM MANAGEMENT This section defines the program management and reporting activities to be performed by the Contractor in execution of the Contract. Central to definition of these activities is the assumption that the Customer will have an on-site resident team co-located with the Contractor program office. This team should be given full program visibility and accessibility; and have a highly interactive and largely informal real time interface with the Contractor. 3.1 PROGRAM MANAGEMENT PLAN The Contractor's management of the program shall comply with the requirements defined in the Program Management Plan to be agreed with the Customer as required by the CDRL in Appendix A. 3.2 DOCUMENTATION AND DATA MANAGEMENT The Contractor shall establish and maintain a centralized documentation system to facilitate reduction in delivered paperwork, and implement a method of configuration management and control which provides ready access of documentation to the resident Customer team. The Contractor shall implement, on the Program, automated processes wherever available as part of the Hughes IT systems subject to the Corporate security guidelines. The system shall provide to the Customer the same access and up-to-date Program information provided to the Contractor's program staff subject to the Corporate security guidelines. Full documentation access shall be provided to the Customer resident team up to and including in-orbit commissioning of the last delivered satellite. After departure of the Customer resident team, the Contractor shall continue to provide reasonable access to all documentation and data which may be needed for in-orbit operations of the spacecraft, including detailed anomaly investigation and recovery. 3.3 PROGRESS AND TECHNICAL MEETINGS 3.3.1 WEEKLY PROGRESS MEETINGS The resident team shall be invited to the project's regular (weekly) progress and technical meetings. These meetings should follow normal Contractor practices, but allow Customer participation. This shall include subcontractor meetings where applicable, and shall include subcontractor progress or technical status page 14 163 reviews requested by the Customer. The frequency of progress meetings shall be adjusted as necessary. 3.3.2 QUARTERLY PROGRESS MEETINGS Progress meetings shall be held by Customer request at approximately quarterly intervals and will consist of plenary sessions, which will afford Customer non- resident staff a periodic review of the complete status of the program. The Quarterly Progress Meeting can be in lieu of any weekly progress meeting and can be combined with major design reviews. 3.4 ACTION ITEM CONTROL To facilitate closure of action items raised at major design reviews or similar meetings, an action item status list shall be maintained and reviewed at regular intervals in weekly meetings with the objective of ensuring closure dates are achieved. 3.5 PROGRESS REPORTS A weekly progress report (one or two pages suitable for transmission to the Customer's offices in London) shall be provided to the Customer resident office. This summary shall highlight schedule status and significant issues or achievements in the past week. The frequency of this report will be reviewed and adjusted, as appropriate, through the course of the program. A detailed monthly progress report shall also be provided to the Customer resident office. The format of the report shall be jointly agreed between the Contractor and Customer and shall be adjusted over the life of the program to appropriately emphasize the evolution of the program from design through manufacture, test, delivery and commissioning. In preparing these reports, it is intended that maximum use be made of the Contractor's format for internal status reporting to senior management. 3.6 MILESTONE AND INVOICE PAYMENT STATUS AND FORECAST - The Contractor shall present one copy of the monthly status of invoices and payments relating to the Contract. The status of invoices and payments may be combined in one report, but should contain: - milestone identification number and description; - nominal milestone due date; - milestone amount in US dollars; - invoice date and invoice number; - amount of approved payment; - cumulative payment up to the month of issue of the report; page 15 164 - a monthly forecast of anticipated milestone accomplishments for a period of one year form the month of issue of the report; and - the forecast shall include the anticipated completion dates of future milestones, as well as of late milestones, if applicable. 3.7 CUSTOMER RESIDENTS 3.7.1 OFFICE ACCOMMODATIONS AND FACILITIES The Contractor will provide office space for up to ten Customer residents at the spacecraft contractors facility. This includes furnished walled offices for three senior managers and up to seven individual furnished module offices for other Customer residents. These offices will be co-located in the same facility with the Contractor Program team. On-site open parking will also be provided. The Customer residents will have available a turnaround office for visiting team members, a conference room, fax, reproduction machine, refrigerator, microwave, coffee and documentation storage facilities. The Contractor shall provide access to bulk printing facilities if required. All offices and modules will be wired for PC (personal computer) hookup, connected to the on-site local server and able to transmit over the international network. The on-site senior staff will be connected to the phone intercom system. All phones shall have direct dial long distance calling capability. All facility security services, cleaning and maintenance will be provided by the Contractor. All Customer residents will be covered by the Contractor liability insurance policy. The Customer will provide its own on-site secretarial support. The Contractor offers to the Customer's residents the same information systems service used by the Contractor, assessed on a pro rata cost basis. This service includes all necessary client (PC) hardware, software, maintenance; and all information system infrastructure capabilities, including communications, server disc storage and back-up and network printing. The information system services provided by the Contractor shall be compliant with the International Traffic in Arms Regulations (ITAR). If the Customer chooses to purchase their own PCs, the Contractor will connect the PC to the network as long as the purchased hardware and software is compatible with the existing information system infrastructure. The required compatibility will be defined by the Contractor. The Customer will then be responsible for their own PC maintenance, and will be required to upgrade their hardware and software as necessary to maintain compatibility with the Contractor information system infrastructure. The Customer will also be charged for their pro rata costs of the information systems infrastructure. The Contractor will invoice the Customer monthly for their prior month's long distance calls and information systems and data processing service costs. Payments will be due and payable to the Contractor within 30 days of the invoice date. page 16 165 The Contractor shall, upon customer request, also provide options for suitable office accommodation and facilities for Customer residents at Major Subcontractors, and at the Contractors GCE facility. The Contractor shall arrange and provide access passes for the Customer resident team, for the program duration, which enables free access to all relevant areas. 3.7.2 ATTENDANCE AT TECHNICAL REVIEWS AND TESTS Customer resident representatives shall be afforded the opportunity to participate in regular progress meetings between the Contractor and his subcontractors, as well as other meetings on technical and schedule matters. Customer resident staff or visiting representatives may witness development, qualification and acceptance tests at unit, panel or subsystem level and at system level at the Contractor's and subcontractors' premises; they shall have access to all test results and shall be free to participate in the preparations for tests and the test evaluation. The tests which are of interest to the Customer are essentially those which verify performance requirement and those development tests which are used to demonstrate qualification validity at equipment, panel, subsystem and system level. 3.8 SPACECRAFT SCROLL A hardware matrix shall be prepared for all spacecraft control items showing designation, quantities, and utilization. 3.9 PROGRAM PLANNING NETWORKS AND SCHEDULE CHARTS The Contractor shall provide appropriate planning networks, summary and detailed schedule charts to assist in the planning and preparation of critical program events and for progress evaluation. page 17 166 4. PRODUCT ASSURANCE ACTIVITIES 4.1 GENERAL The Contractor shall establish and implement a Product Assurance (PA) program in accordance with the requirements defined in Exhibit C for Spacecraft related work and Exhibit G for GCE related work. The Product Assurance Plans describe the tasks, policies, controls and procedures which will be implemented at Contractor, subcontractor and supplier levels to ensure that program objectives are successfully met. These Plans, together with the Statement of Work, identify the principal areas of Customer involvement in the product assurance program. 4.2 QUALIFICATION MATRIX The Contractor shall prepare a document that summarizes, for each control item, the test requirements, and the manner by which a qualified status compliant with the program requirements is achieved. The report shall provide references to the appropriate build specifications and test data packages. It shall also include information for all equipment already qualified on other programs including evidence of heritage, qualification tests performed, summary test results and a summary comparison with the Contract requirements. The report will be maintained current until the completion of all unit, and subsystem qualification tests. The report shall be updated to reflect the qualification status of hardware designed or upgraded for the Tropo/Radar modification. 4.3 SYSTEMS SAFETY The Contractor shall demonstrate compliance with the safety requirements of the agencies responsible for the designated launch vehicles by implementing the required design controls and test programs which will be followed throughout the Contract. System safety and hazard analyses and compliance data which demonstrate compliance with the requirements of the applicable launch agency shall be provided in support of each spacecraft. System safety activities, analyses and reviews shall comply with the requirements of Exhibit C Section 7 of the Product Assurance Plan. A specific Launch Site Safety Plan and associated documentation shall be prepared to meet Launch site and range safety requirements and constraints of the launch agency. As needed, system safety plans and documentation shall be updated to reflect design changes due to the Tropo/Radar modification. 4.4 REQUESTS FOR DEVIATION/WAIVER Requests for Deviation/Waiver shall be promptly submitted to the Customer for approval whenever a departure from requirements is preplanned or whenever a non-conformance to Customer controlled requirements is recommended for acceptance without rectification. page 18 167 4.5 PRODUCT ASSURANCE DOCUMENTATION The Contractor shall prepare the Product Assurance documents and analyses which are identified in the Contract Data Requirements List, Appendix-A of this SOW, and detailed in the Product Assurance Plan. page 19 168 5. DESIGN, MANUFACTURING AND TEST REVIEWS 5.1 GENERAL The Contractor shall conduct or support a series of reviews to be performed during the program concerning the status of the development of the spacecraft hardware, software, ground support equipment and services; the reviews are occasions where the responsible parties for each item under review formally concur about its status. The following reviews shall be conducted by the Contractor.
- ------------------------------------------------------------------------------------------------------------------------- Manufact- Launch Prelimin- Critical Final uring Test Read- Test Pre Read- ary Design Design Design Readiness iness Review Ship iness Review Review Review Review Review Board Review Review (PDR) (CDR) (FDR) (MRR) (TRR) (TRB) (PSR) (LRR) - ------------------------------------------------------------------------------------------------------------------------- SPACECRAFT - Equipment (Unit) Level [X] [X] [X]1,2 [X]2 [X]2 - Bus Subsystem level [X] [X] [X]2 [X]2 - Flight Software [X] [X] [X]3 [X]3 - Communications Payload [X] [X] - Spacecraft [X] [X] [X] [X] [X] [X] System TROPO/RADAR MODIFICATION - - Equipment (Unit) Level [X]4 [X]4 [X]1,2 [X]2 [X]2 - - Communications Payload [X]4 [X]4 [X]2 - - Spacecraft System [X]4 [X]4 [X]2 [X] [X] [X] GCE SYSTEM [X] [X] - Equipment [X] [X] - Subsystem [X] [X] [X] - System [X] [X] [X] [X] [X] PCS SYSTEM [X] [X] [X]2 [X] - -------------------------------------------------------------------------------------------------------------------------
1 First article only 2 Informal review except for key equipment 3 Based on Software Qualification Test (SQT) 4 Delta review only for tropo/radar impacts 5.1.1 CONDUCT OF REVIEWS Equipment and subsystem level design reviews may be "informal" using working documentation in place of presentation documentation or other material page 20 169 specifically prepared for the review. Equipment reviews may be merged with subsystem reviews, particularly for "heritage" equipment. Similarly, bus subsystem reviews may be merged with the spacecraft system reviews. In general, the Preliminary Design Reviews are reviews to determine the flow-down of specification requirements, hence, the System Review should precede the Subsystem and Equipment Reviews. The Critical Design Reviews are intended to verify designs meet requirements, hence, the Equipment and Subsystem Reviews should precede the Communications Payload and Spacecraft System Reviews. The Communications Payload and Spacecraft System Reviews represent major program milestones and hence, require a more formal presentation approach. These reviews will be arranged by the Contractor, co-chaired by the Contractor and Customer representatives and the outcome of the review will be in the form of a summary report prepared by the Customer and agreed by the Contractor. 5.1.2 REVIEW DATA PACKAGES The typical documentation required to support design reviews is listed in the CDRL in Appendix-A. A specific list of analyses and supporting documentation shall be jointly agreed 1 month in advance of each review. For equipment and subsystem and software reviews, data packages shall be delivered two (2) weeks prior to the review. For the Communications Payload, Spacecraft System and GCE Reviews, data packages shall be delivered four (4) weeks prior to the review. The Customer and his consultants will review the data packages and prepare action items to be presented prior to or at the review. 5.1.3 COMPLETION OF A REVIEW A review shall be considered complete when an Action Item Closure Plan is agreed between the Contractor and the Customer. In very exceptional circumstances, a review may be sufficiently incomplete to warrant, in the opinion of the Customer, a reconvening of the review at a later date. The review shall only be considered complete after the follow up review is successfully held and completed with an Action Item Closure Plan. At the completion of each critical design review, the appropriate design shall be frozen and placed under formal change control. 5.2 SPACECRAFT SYSTEM, COMMUNICATIONS PAYLOAD, PCS, AND GCE DESIGN REVIEWS 5.2.1 GENERAL The Contractor shall be responsible for arranging and conducting preliminary and critical design reviews at these levels. page 21 170 Except for the System Preliminary Design Review, the Contractor shall not hold a system design review until the corresponding design reviews for all subsystems have been completed. 5.2.2 PRELIMINARY DESIGN REVIEWS The purpose of Preliminary Design Reviews (PDR) is to allow the Contractor to satisfy the Customer formally on the baseline concept, configuration and design of the spacecraft. They shall include a Specification Requirements Review where the Contractor's system level specifications shall be reviewed by the Customer; subsequent changes to these specifications shall be subject to Customer approval, in those cases where Contract requirements are affected. PDRs shall establish the compatibility of external and internal interfaces and the compliance of the design with Contract requirements. The Spacecraft System PDR shall establish the compatibility of the spacecraft with the launch vehicles, as specified in Exhibit B, and with the GCE System. All system level budgets shall be reviewed at PDRs. The selected design concept and its feasibility shall be presented, together with the trade-off analyses performed in the design selection process. Partitioning of system requirements into subsystem and equipment requirements must be provided at the reviews. Completion of these PDRs shall establish the initial design baseline and permits the detailed design to proceed with minimum risk of major changes being required later. 5.2.3 CRITICAL DESIGN REVIEWS At Critical Design Reviews (CDR), the Contractor shall formally satisfy the Customer on the final design of the spacecraft when the detail design is complete. These CDRs shall verify the compatibility of subsystem/system interfaces and the compliance of the final spacecraft design with the design and performance established at the equivalent PDRs, based on available engineering model tests, design studies and analyses. The reviews further establish the adequacy of plans and preparations for integration, test and operation of the system. 5.2.4 SYSTEM FINAL DESIGN REVIEW At the System Final Design Review (FDR), the Contractor shall formally satisfy the Customer on the readiness of the Protoflight Model Spacecraft for system level testing. The System FDR shall verify conformance of the spacecraft system to Contract requirements, based on design studies and analyses, and based on the results of all qualification or protoflight tests at equipment and subsystem levels, including failure reports and their analyses. The System FDR shall establish the completeness and adequacy of the flight model acceptance test plan, procedures and operations documentation. Any differences between the "as-built" status of the spacecraft at FDR and the "as-designed" status page 22 171 declared at the CDR shall be explained and justified. All analyses shall be updated to reflect the "as-built" design. The system FDR shall precede protoflight testing of the first spacecraft. 5.2.5 PCS SYSTEM REQUIREMENT REVIEW The purpose of the PCS System Requirement Review (SRR) is to review the final requirements for the Payload Control System with the Customer. The SRR will address the technical specifications, architecture, and external interfaces for the PCS. The focus of the SRR will be to review the functional requirements and interfaces and not the detailed design of the PCS. At the conclusion of the SRR, the PCS requirements and functional requirements for external interfaces shall be considered final. The SRR shall be conducted at the Hughes Facilities in El Segundo, California. 5.3 SUBSYSTEM LEVEL DESIGN REVIEWS 5.3.1 GENERAL The Contractor shall be responsible for arranging and conducting Preliminary and Critical Design Reviews at subsystem level. Each design review held for a particular subsystem shall represent the completion of a stage in the overall development and qualification process of that subsystem and shall act as decision milestone before proceeding to the next phase. The Contractor shall not hold a critical design review for a subsystem until its preliminary design review has been completed and all actions have been closed. With the exception of the PDR, subsystem design review shall not be considered completed until all equipment in that subsystem have completed their corresponding design review. This exception shall also apply to equipment level reviews of subcontractor "plug compatible" designs to be used in later flight spacecraft. 5.3.2 SUBSYSTEM PRELIMINARY DESIGN REVIEWS At Subsystem Preliminary Design Reviews (PDR), the Contractor shall satisfy the Customer on the baseline concept, configuration, specification and design of that item. At the PDR, all subsystem level specifications shall be reviewed by the Customer and placed under formal configuration control. The credibility of the proposed design concept and its ability to satisfy the requirements placed on it shall also be formally reviewed. Completion of the PDR shall permit the detailed design to proceed with a minimum risk of major changes being required later. 5.3.3 SUBSYSTEM CRITICAL DESIGN REVIEWS At Subsystem Critical Design Reviews (CDR), the Contractor shall satisfy the Customer on the adequacy of the subsystem design and performance based on page 23 172 available engineering model tests, design studies and analyses, and on the adequacy of the subsystems qualification and acceptance test plans. Unless otherwise agreed by the Customer, the qualification tests of any subsystem shall not start before completion of the corresponding CDR. 5.4 EQUIPMENT LEVEL DESIGN REVIEWS 5.4.1 GENERAL The Contractor shall be responsible for arranging and conducting preliminary and critical design reviews at equipment level. Design reviews at equipment level may be conducted as working reviews in which the Contractor's staff and Customer's representatives together with the equipment manufacturer's staff work jointly on the review material until it is in a satisfactory state and it becomes the formally accepted review package. 5.4.2 EQUIPMENT PRELIMINARY DESIGN REVIEWS The purpose of an Equipment Preliminary Design Reviews (PDR) shall be to allow the supplier responsible for the item under review formally to satisfy the Customer on the baseline concept, configuration, specification and design of that item. The PDR shall include a Specifications Requirement Review, at which specifications for the equipment and in particular the "flow-down" of higher level requirements shall be reviewed. The credibility of the proposed design concept and its ability to satisfy the requirements placed on it shall also be reviewed. Equipment PDR's shall not be held until the corresponding Subsystem PDR has been completed. Completion of the PDR shall permit the detailed design to proceed with a minimum risk of major changes being required later. 5.4.3 EQUIPMENT CRITICAL DESIGN REVIEWS At Equipment Critical Design Reviews (CDR) the supplier shall satisfy the Customer on the adequacy of the item's design and performance based on engineering model tests, design studies and analyses and on the item's qualification and acceptance test plans. The Contractor shall not hold a Critical Design Review for equipment until its Preliminary Design Review has been completed, and all actions have been closed. Unless otherwise agreed by the Customer, the assembly of flight equipment shall not start before completion of the corresponding CDR. 5.5 FLIGHT SOFTWARE REVIEWS 5.5.1 GENERAL The Flight Software Reviews shall conform with the requirements of the Software Development Plan (SDP) and shall be agreed with the Customer. page 24 173 The overall review criteria which apply to any subsystem as defined in this document shall apply to all software reviews, in addition to the specific requirements defined in the MIL-STD documents. At the Flight Software Reviews, the Contractor shall demonstrate that all requirements, including development, testing and documentation requirements, have been met for all parts of the software, including third party software (e.g., operating systems) and software already developed by the Contractor on other programs. 5.5.2 FLIGHT SOFTWARE PRELIMINARY DESIGN REVIEW The purpose of the Flight Software Preliminary Design Reviews (PDR) shall be to allow the Contractor to satisfy the Customer on the baseline concept, configuration, specification and design of the flight software The PDR shall include a Specifications Requirement Review, at which specifications for the Flight Software and in particular the "flow-down" of higher level requirements shall be reviewed in detail. The credibility of the proposed design concept and its ability to satisfy the requirements placed on it shall also be formally reviewed. Completion of the PDR shall permit the detailed design of the Flight Software to proceed with a minimum risk of major changes being required later. 5.5.3 FLIGHT SOFTWARE CRITICAL DESIGN REVIEW At the Flight Software Critical Design Reviews (CDR) the Contractor shall satisfy the Customer on the adequacy of the software design and performance based on development tests, design studies and analyses. At the Flight Software CDR the Contractor shall formally satisfy the Prime Contractor and Customer on the adequacy of the item's qualification and acceptance test plans. The Contractor shall not hold a Critical Design Review for the Flight Software until its Preliminary Design Review has been completed and all actions have been closed. The CDR shall precede release of requirements for code generation. At the completion of the Flight Software CDR, the baseline design shall be frozen and the data package updated to reflect all agreed changes; subsequent changes to the design and/or documents included in the CDR data package shall be subject to the Customer approval. page 25 174 For the purpose of configuration management flight software design reviews may be held on a computer software unit (CSU) basis. 5.5.4 SOFTWARE CODE REVIEWS At the Software Code Reviews, the Contractor shall "walk through" the code in order to allow the Customer to ascertain that the code as designed will meet all the specified requirements. 5.5.5 FLIGHT PROM BURN-IN Burn-in of software into flight PROM's shall not proceed without Customer approval. Sufficient flight software qualification testing (FQT), shall be completed prior to burn-in to minimize the risk of flight RAM patches being required. 5.6 MANUFACTURING READINESS REVIEWS A working level Manufacturing Readiness Review (MRR) shall be held for units to be mutually agreed with the Customer. These shall normally only be held for first article builds. The MRR shall address the following: - confirmation that all development work has been completed; - confirmation that all parts, materials and processes have been approved; - readiness of formally released drawing sets including workmanship standards and procedures; - confirmation that all manufacturing facilities have been identified and approved; and - acceptibility of manufacturing flow documentation, which shall show all activities in their proper call-up procedures and processes as required and shall identify critical operations and all mandarory and key inspection points in which the customer may elect to participate, on a non interference basis. - The Contractor shall ensure that all subsequent changes to the manufacturing documentation are reviewed and controlled in compliance with the Contractor's documentation control procedure described in the Program Management Plan. 5.7 TEST REVIEWS 5.7.1 GENERAL In general, working level test reviews shall be organized by the Contractor before and after each test. Exceptions may be agreed with the Customer for large volume equipments, where alternative review approaches may be substituted. page 26 175 It is intended that these reviews be conducted in the normal course of work, making use of the Contractor's standard processes, procedures, and data display to the maximum extent practicable. 5.7.2 TEST READINESS REVIEWS The purpose of the Test Readiness Reviews is to assess the readiness of the spacecraft panel, subsystem or equipment to be tested, as well as the readiness of the test environment to support the testing. This applies to acceptance, protoflight or qualification tests. For the protoflight spacecraft, the TRR shall not to be held before the system Final Design Review. 5.7.3 TEST REVIEW BOARD A more formal Test Review Board (TRB) shall convene following major test phases of key equipment, panel, subsystem and system level testing for the purpose of examining the adequacy of the test results, and to define the actions required in response to any discrepancies encountered during the test. 5.8 PRE-SHIPMENT REVIEW Each spacecraft shall undergo a pre-shipment review (PSR) in accordance with Article 8 of the Contract. A pre-shipment review shall also be held for the GCE following FAT. An End Item Data Package (EIDP) consisting of the following data shall be provided for the review: - "As-built" configuration - Reconciliation of "as-built" vs "as designed" configuration - Summary of "open items" - Copies of Non-conformance Reports, Failure Reports, Waivers and deviations available on request - Mate/Demate logs and Installation/Removal logs available for review - Test data compliance matrix 5.9 LAUNCH READINESS REVIEW Prior to integration of the spacecraft to the Launch Vehicle, a Launch Readiness Review (LRR) shall be held in accordance with Article 8 of the Contract. The LRR shall also address the readiness of the GCE system to support launch and subsequent operations. page 27 176 Exhibit A Statement of Work 24 August 2000 - Amendment 7 Satellite Contract Contract Number: ICOO/95-1002/NR APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) MANAGEMENT DOCUMENTS
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS - ------------------------------------------------------------------------------------------------------------------------------------ M1 Program Management Plan At EDC, and whenever updated Approved at EDC 10 Including organizational charts (PMP) and IPT structure M2 Spares Plan System PDR Approval 10 Update to PMP M3 Shipping, Transportation System PDR Approval 10 Included in PMP and Storage Plan M4 Review Action Item Within one week of review Approval 10 Closure Plan meeting M5 Action Item Responses In accordance with action Review or approval, as 10 due date applicable M6 Weekly Progress Report Weekly Information 10 M7 Monthly Program Progress Monthly, each progress Information 15 Including: Reports report, or on request Action Item Status List Summary Program Schedule Critical Equipment Schedule Analysis Milestone and Invoice Payment Status Milestone Payment Forecast M8 Contract Change Notice As required, or within 30 Approval 3 (CCN) days of receipt of a Change Request (CR) M9 Spacecraft Scroll At EDC Approved at EDC 10 Included in PMP M10 Training Plan PDR and whenever updated Approval M11 Mission Operations Plan Preliminary at EDC and Approved at CDR 25 whenever updated M12 Detailed Program Schedules Upon request Information -- M13 System Interface Schedules Upon request Information -- Includes Customer/Contractor key interface schedule milestone
1 177 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) MANAGEMENT DOCUMENTS (CONTD.)
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS - ------------------------------------------------------------------------------------------------------------------------------------ M14 Communication Network At PDR Approval 10 Support Plan M15 Life Time Support Plan At EDC,and whenever updated Review 10
2 178 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) ENGINEERING DOCUMENTS
SUBMISSION NO OF NO. ITEM REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ E1 Subsystem Specifications Appropriate design Review 10 review data packages and whenever updated E2 Equipment Specifications Appropriate design Review 10 review data packages and whenever updated E3 Design Review Data Package Appropriate design Review 10 review data packages and whenever updated E4 Stress, Fracture and Dynamic Appropriate design Review 10 Analysis review data packages and whenever updated E5 Antenna Pointing Error Analysis Appropriate design Review 10 review data packages and whenever updated E6 Antenna Pointing Error Budget Appropriate design Review 10 Summary in MPR review data packages and whenever updated E7 Propellant Budget Analysis Appropriate design Review 10 Summary in MPR review data packages and whenever updated E8 Mass Properties Analysis Appropriate design Review 10 Summary in MPR review data packages and whenever updated E9 DC Power Budget Analysis Appropriate design Review 10 Summary in MPR review data packages and whenever updated E10 Mission Analysis Appropriate design Review 10 review data packages and whenever updated
3 179 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) ENGINEERING DOCUMENTS (CONTD.)
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ E11 Electromagnetic Appropriate design Review 10 Compatibility (EMC) review data packages Analyses and whenever updated E12 Radiation Effect Analyses Appropriate design Review 10 review data packages and whenever updated E13 Spacecraft Charging Appropriate design Review 10 Analysis review data packages and whenever updated E14 Spacecraft Contamination Appropriate design Review 10 Analysis review data packages and whenever updated E15 Spacecraft Venting Appropriate design Review 10 Analysis review data packages and whenever updated E16 Communications Subsystem Appropriate design Review 10 Analyses review data packages and whenever updated E17 Telemetry, Telecommand Appropriate design Review 10 and Ranging Subsystem review data packages Analyses and whenever updated E18 Thermal Control Subsystem Appropriate design Review 10 Analyses review data packages and whenever updated E19 Structure Subsystem Appropriate design Review 10 Analysis review data packages and whenever updated E20 Electrical Power Appropriate design Review 10 Subsystem Analysis review data packages and whenever updated
4 180 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) ENGINEERING DOCUMENTS (CONTD.)
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ E21 Attitude Determination & Appropriate design Review 10 Control Subsystem Analysis review data packages and whenever updated E22 Propulsion Subsystem Appropriate design Review 10 Analysis review data packages and whenever updated E23 Mechanisms Analysis Appropriate design Review 10 review data packages and whenever updated E24 EGSE and MGSE Analyses Appropriate design Review 10 review data packages and whenever updated E25 Worst Case Analysis Appropriate design Review 10 review data packages and whenever updated E26 System Summary Preliminary at EDC, Review 25 Spacecraft including GCE System Review design interfaces reviews and whenever updated E27 Recommended Operating Outline at PDR, first Review 25 Including mission and Procedures issue at CDR, final at on-station operations FDR E28a Spacecraft-Ground Appropriate design Draft at EDC + 2 mos 25 Interface Control review data packages Preliminary at PDR Document: TT&C and whenever updated Final at CDR Interfaces E28b Spacecraft-Ground Appropriate design Draft at EDC + 2 mos 25 Interface Control review data packages Preliminary at PDR Document: Payload and whenever updated Final at CDR Control Interfaces
5 181 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) ENGINEERING DOCUMENTS (CONTD.)
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ E29 Fracture Control Plan Appropriate design Review 5 review data packages and whenever updated E30 Spacecraft Interface Appropriate design Review 25 Parfitt type diagrams Schematics review data packages and whenever updated E31 Detailed unit level Appropriate design Review 10 design description review data packages and whenever updated E32 Training Course for 1 month before course Review 25 Spacecraft Operations Personnel E33 EM Payload O&M Manual At EM payload delivery Review 3 E34 EM Payload ICD At spacecraft PDR Approval 10 E35 Spacecraft On-station Draft at FDR Review 15 Including associated and Mission Procedures First issue at PSR automated GCE based Final at LRR procedures and software E36 Operating Instructions First issue at SAT Review 15 Including nominal and (OIs) Final at S/C handover contingency E37 Operating Procedures First issue at SAT Review 15 Including nominal and (PROCs) Final at S/C handover contingency E38 Satellite Data Book First issue at PSR Review 15 One for each spacecraft Final at S/C handover E39 Satellite Telemetry, Draft at PDR Review 15 Command Lists First issue at CDR Updates as needed E40 Design Verification Draft at System PDR Review 10 Matrix First issue at System CDR
6 182 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) SPACECRAFT TEST DOCUMENTS
SUBMISSION NO OF NO. ITEM SUBMISSION REQUIREMENT CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ T1 Equipment and Subsystem 2 weeks before start of Review 2 Test Procedures testing T2 Equipment Test At working reviews Review 2 Customer will have Data/Reports access to all testing in progress and real time test results T3 Panel and Subsystem Test At test review boards Review 5 Customer will have Data/Reports access to all testing in progress and real time test results T4 Spacecraft Test Procedures Preliminary 30 days before Review CDR Final 30 days before FDR T5 Spacecraft Test At test review boards Review 5 Data/Reports T6 EGSE/MGSE Design Appropriate design review Review 5 Descriptions data packages and whenever updated T7 Launch Operation and Detailed report, within 1 Review 5 Deployment and IOT Report month Summary report within 1 week T8 System/Bus IOT Test First issue, 1 month before Review 5 Procedures rehearsals Review Final, 1 month before launch T9 Spacecraft Payload IOT Initial at IOT system Review -- Procedures installation Including associated Update at launch - 1 month applications software Final at completion of IOT
7 183 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) - GCE SYSTEM SPECIFIC DOCUMENTS
NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA NO OF COPIES COMMENTS --------------------------------------------------------------------------------------------------------------------------- G1 Facilities Requirements N/A N/A 10 Document* G2 TT&C Ground to NMC N/A N/A 10 Interface Control Document (ICD)* G3 TT&C Ground to SAN N/A N/A 10 Interface Control Document* G4 Ground System Design PDR, CDR Approval 10 Final at CDR Specification G5 In-Orbit Test Subsystem PDR, CDR Approval 10 Design Specification G6 PDR and CDR Data Packages PDR, CDR Review 10 G7 PDR and CDR Minutes PDR, CDR Review 10 G8 FAT and SAT Test 1 month before test Review 10 Procedures G9 FAT and SAT Test Reports Summary report, 1 week after test Review 10 Detailed report, 1 month after test G10 Site Installation Plan 2 months before installation Approval 10 G11 Interconnect Drawings PDR, CDR, FAT Review 10 G12 As-Built Drawings FAT Review 10 G13 Ground Software Manuals CDR, SAT Review 10 Outline at CDR G14 COTS Software Vendor CDR, FAT Review 10 Supplied Manuals G15 Ground Equipment Vendor CDR, FAT Review 10 Supplied Manuals G16 Hughes Ground Equipment CDR, SAT Review 10 Outline at CDR O&M Manuals
* No longer a Contract Deliverable Document (Customer has assumed responsiblility for these Documents) 8 184 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) GCE SYSTEM SPECIFIC DOCUMENTS (CONTD.)
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS - ------------------------------------------------------------------------------------------------------------------------------ G17 System O&M Manuals CDR, SAT Review 10 Outline at CDR G18 Ground System Training 1 month before course Review 25 Includes all equipment Course hardware and software G19 Recommend GCE Spares List PDR Review 10 G20 Operations Concept PDR Information 10 G21 DSS Test Plan Draft PDR Approval 5 Final at CDR G22 IOT Subsystem Test Plan Draft PDR Approval 5 Final at CDR
9 185 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) PRODUCT ASSURANCE
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ P1 Product Assurance Plan By CCN, as required Approval 10 Basic document approved at EDC P2 Audit Results Upon request Information 1 Available on request P3 Subcontractor 30 days EDC Review 2 Resubmit as revised Requirements Matrix P4 Subtier PA Plans As received Review 1 Provide to on-site Customer Office P5 Failure Status Monthly Information -- Included in progress reports P6 PA Status Reports Monthly Information -- Included in progress reports P7 Key Inspection Points At MRR Review 1 Provide to on-site Customer Office P8 Non-conformance Reports As issued Review 1 Provide to on-site Customer Office P9 Software Quality Plan 60 days EDC Approval 10 P10 Reliability Analysis 30 days before design review Review 10 Include in design review Package P11 Failure Rate Data 30 days prior to design Review 1 Customer concurrence review P12 Parts Derating Analysis 30 days before CDR/FDR Review 10 Include in design review Package P13 Parts Derating Exceptions As issued to PMPCB Approval 1 Provide to on-site Customer Office P14 Derating Exceptions List 30 days prior to CDR/FDR Review 10 Include in design review Package P15 FMECA 30 days prior to design Review 10 Include in design review review Package P16 Single Point Failure List 30 days prior to design Approval 10 Include in design review review Package
10 186 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) PRODUCT ASSURANCE (CONTD.)
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ P17 Wearout Analysis 30 days prior to design Review 10 Include in design review review Package P18 Critical Items List 30 days prior to design Review 10 Include in design review review Package P19 Failure Notification Within 24 hours of reported Information 1 E-Mail or hard copy to failure on-site Customer Office P20 Failure Reports As issued; within 7 days of Review 1 Provide to on-site notification Customer Office P21 Failure Analysis Reports As issued; within 7 days Review 2 Provide to on-site completion Customer Office P22 Failure Review Board As issued Information 1 Provide to on-site Minutes Customer Office P23 Authorized Parts Lists As issued Review 5 Provide to on-site Customer Office P24 Summary Parts Lists As issued Information 1 Available for design review P25 Authorized Materials & As issued Review 5 Provide to on-site Processes List Customer Office P26 Parts & Materials As issued Review 1 Concurrence at PMPCB Approval Requests P27 System Safety Program 30 days prior to PDR Information 5 Provide as revised Tasks P28 System Safety Compliance 30 days prior to Safety Review 5 Data and Hazard Analysis Reviews P29 Launch Site Safety Plan 6 months prior to launch Review 5 P30 Qualification Status Draft at PDR Review 10 Resubmit as revised Reports P31 Flight Hardware IT As hardware is delivered Information 10 Contains hardware summary Delivery Notices data
11 187 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) PRODUCT ASSURANCE (CONTD.)
NO OF NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA COPIES COMMENTS REFERENCE - ------------------------------------------------------------------------------------------------------------------------------------ P32 Requests for As issued Approval 2 Deviation/Waiver P33 Eng Change Notices As issued Information 1 Review at program level CRB P34 Specification Tree As issued Information 5
DRL Notes 1) The number of copies to be supplied may be reduced if electronic document transfers are used. 12 188 APPENDIX A: CONTRACT DOCUMENTATION REQUIREMENT LIST (CDRL) PCS SYSTEM SPECIFIC DOCUMENTS
NO. ITEM SUBMISSION REQUIREMENT SUBMISSION CRITERIA NO OF COPIES COMMENTS -------------------------------------------------------------------------------------------------------------------------- PCS 1 PDR and CDR Data Packages PDR, CDR Review 10 PCS 2 PDR and CDR Minutes PDR, CDR Review 10 PCS 3 Detailed PCS Equipment Scroll CDR Review 10 PCS 4 Interconnect Drawings Preliminary: CDR Review 10 Final: FAT PCS 5 Recommend PCS Spares List CDR Information 10 PCS 6 PCS Test Plan CDR Review 10 PCS 7 FAT and SAT Test Procedures 1 month before test Review 10 PCS 8 FAT and SAT Test Reports Summary report, 1 week after Review 10 test Detailed report, 1 month after test PCS 9 COTS Software Vendor SAT Information 10 Supplied Manuals PCS 10 Ground Equipment vendor Preliminary: SAT Information 10 and/or O&M Manuals Final: SAT + 40 WD PCS 11 PCS User Manual Preliminary: SAT Information 10 Final: SAT + 40 WD PCS 12 PCS Training Materials At training class Information 20
13 189 Exhibit B Satellite Technical Specification 25 August 2000 - Amendment 7 Satellite Contract Contract Number: ICOO/95-1002/NR CONTRACT NUMBER ICOO/95-1002/NR ------------------------------------------------------------------------ EXHIBIT B SATELLITE TECHNICAL SPECIFICATION ------------------------------------------------------------------------ 25 AUGUST 2000 190 TABLE OF CONTENTS ACRONYMS XV 1. INTRODUCTION 1 2. SPACECRAFT SYSTEM REQUIREMENTS 1 2.1 General 1 2.2 Orbital Requirements 1 2.2.1 Orbit Definition 1 2.2.2 Orbital Life 2 2.2.3 Orbit Acquisition and Reconfiguration 2 2.3 Launch Requirements 3 2.3.1 Launch Vehicles 3 2.3.2 Launch Vehicle Users' Manual 3 2.3.3 Launch Mass 3 2.3.4 Airborne Support Equipment 3 2.3.5 Launch Windows 3 2.4 Definition of Coordinate Axes, Attitude Angles and Torques 4 2.4.1 Spacecraft Axes 4 2.4.2 Attitude Angles 4 2.4.3 Torques 4 2.5 Antenna Beam Pointing Accuracy 5 2.5.1 Functional Requirements 5 2.5.2 Design Requirements 5 2.6 Spacecraft Reliability Requirements 6 2.6.1 General 6 2.6.2 Spacecraft Services 6 2.6.3 Reliability 6 2.6.4 Outages 6 2.6.5 Single Point Failures 7 2.6.6 Safe Modes 7 2.6.7 Software Reliability 8 2.6.8 Safe Disposal 8 2.6.9 Space Debris 8 2.7 Radiation Environment 8 2.8 Operational Requirements 8 2.8.1 Spacecraft Autonomy 8 2.8.2 Automatic Functions 9 3. COMMUNICATIONS SUBSYSTEM 10 3.1 General 10 3.2 Overall Communications Payload Characteristics 11 3.2.1 General 11
ii 191 3.2.2 Transponder Characteristics 11 3.2.3 Frequency Bands 12 3.3 Antenna Coverage 14 3.3.1 S-band Coverage 14 3.3.2 S-band Beam Congruence 15 3.3.3 S-band Beam Polarisation Axial Ratio 15 3.3.4 S-band Beam Isolation 16 3.3.5 C-band Coverage 17 3.3.6 C-band Polarisation Axial Ratio 17 3.4 EIRP and G/T Performance 18 3.4.1 S-band EIRP Requirements 18 3.4.2 S-band EIRP Flexibility 20 3.4.3 S-band G/T Requirements 20 3.4.4 C-band EIRP Requirements 21 3.4.5 C-band G/T Requirements 22 3.5 Payload Performance 23 3.5.1 Intermodulation Product 23 3.5.2 Transponder Channelisation 24 3.5.3 C-to-C Transponder Channelisation 28 3.5.4 HP-SMS Transponder Channelisation 28 3.5.5 Signal Dynamics 29 3.5.6 Transmission Channel Gain Requirements 32 3.5.7 Frequency Accuracy 34 3.5.8 Phase Linearity 34 3.5.9 Phase Noise 35 3.5.10 In-band and Close-to-Band Spurious Emissions 36 3.5.11 Self Interference Criterion 36 3.5.12 Out-of-Band Emissions 36 3.5.13 Out-of-Band Response 37 3.5.14 Overload Capability 38 3.5.15 Multi-Carrier Operational and Test Condition 41 3.6 Payload Resource Management System 41 3.6.1 Resource Management Functions 41 3.6.2 Resource Management System Communications Links 45 3.7 HP-SMS Management System 46 3.7.1 HP-SMS Management Functions 46 3.7.2 HP-SMS Management System Command Link 49 3.8 On-board Test and Correction 49 3.8.1 DRA Chain Autonomous Calibration 49 3.8.2 DRA Chain Diagnostics 50 3.8.3 Channeliser/Beamforming Diagnostics 50 3.8.4 Health and Status Information 50 3.9 Interface Requirements 50 3.9.1 Main Power Bus 50 3.9.2 Telecommand Requirements 50
iii 192 3.9.3 Telemetry Requirements 51 3.10 Reliability Requirements 51 3.10.1 Reliability Approach 51 4. TELEMETRY, TRACKING AND COMMAND SUBSYSTEM 52 4.1 Functional Description 52 4.2 Radio Frequency Requirements 52 4.2.1 General Requirements 52 4.2.2 Downlink 52 4.2.3 Uplink 54 4.2.4 Antenna Requirements 55 4.3 Telemetry Subsystem 56 4.3.1 General Requirements 56 4.3.2 Telemetry Baseband Requirements 57 4.3.3 Telemetry Format - General Requirements 57 4.3.4 "Normal Mode" Telemetry Format 58 4.3.5 "Dwell Mode" Telemetry Format 58 4.3.6 Spare Capacity 59 4.4 Command Subsystem 59 4.4.1 General Requirements 59 4.4.2 Telecommand Baseband Parameters 61 4.4.3 Command Link Performance 61 4.4.4 Command Security 61 4.4.5 Command Message Format 62 4.4.6 Command Execution 62 4.4.7 Time-tagged Command Facility 62 4.4.8 Spare Capacity 63 4.5 Ranging 63 4.5.1 Functional Requirements 63 4.5.2 Performance Requirements 64 4.6 Interface Requirements 64 4.6.1 General 64 4.6.2 Main Power Bus 64 4.6.3 Telecommand Requirements 64 4.6.4 Telemetry Requirements 64 4.6.5 TT&C Ground-to-Spacecraft Interface 65 5. ATTITUDE AND ORBIT CONTROL SUBSYSTEM (AOCS) 67 5.1 Functional Description 67 5.2 Attitude Determination 67 5.2.1 General 67 5.2.2 Operational Orbit 67 5.3 Attitude and Orbit Control 67 5.3.1 General 67
iv 193 5.3.2 Operational Orbit 67 5.3.3 Design Margins 68 5.3.4 Control Bias Capability 68 5.3.5 Unit and Reference Switching 68 5.4 Fault Protection 69 5.4.1 Redundancy 69 5.4.2 Automatic Failure Detection & Switching 69 5.4.3 Safe Modes 70 5.4.4 Reacquisition 71 5.5 Interface Requirements 71 5.5.1 Propulsion Interfaces 71 5.5.2 Main Power Bus 71 5.5.3 Telecommand Requirements 71 5.5.4 Telemetry Requirements 72 5.5.5 Mechanical 73 6. PROPULSION SUBSYSTEM 74 6.1 Functional Description 74 6.2 Functional Requirements 74 6.2.1 Liquid Propellant Subsystems 74 6.2.2 Liquid Propellant Storage & Feed Components 75 6.2.3 Liquid Propellant Thrusters 76 6.2.4 Redundancy 77 6.3 Propellant Budgets 78 6.3.1 General 78 6.3.2 Liquid Propellants 78 6.3.3 Budgeting Methodology 78 6.4 Subsystem Interfaces 80 6.4.1 AOCS 80 6.4.2 Main Power Bus 80 6.4.3 Telemetry Requirements 80 6.4.4 Telecommand Requirements 81 6.4.5 Thermal 81 7. ELECTRICAL POWER SUBSYSTEM 82 7.1 Functional Description 82 7.2 Functional Requirements 82 7.2.1 Power Budget 82 7.3 Solar Array 83 7.3.1 Array Capability 83 7.3.2 Array Drive and Power Transfer Assembly 83 7.4 Battery 84 7.4.1 Battery Configuration 84 7.4.2 Battery Capacity 84
v 194 7.4.3 Battery Charge Management 84 7.4.4 Battery Storage 85 7.5 Power Conditioning 85 7.5.1 General 85 7.5.2 Main Bus Ripple 85 7.6 Power Distribution and Protection 86 7.6.1 General 86 7.6.2 Automatic Loadshed Facility 86 7.7 Interface Requirements 87 7.7.1 Telecommand Requirements 87 7.7.2 Telemetry Requirements 87 8. THERMAL CONTROL SUBSYSTEM 88 8.1 Functional Description 88 8.2 Subsystem Performance Requirements 88 8.2.1 General 88 8.2.2 Analytical Margins 89 8.3 Subsystem Design Requirements 89 8.3.1 General 89 8.3.2 Analysis 90 8.3.3 Implementation 90 8.4 Interface Requirements 90 8.4.1 Main Power Bus 90 8.4.2 Telecommand Requirements 90 8.4.3 Telemetry Requirements 90 9. STRUCTURE SUBSYSTEM 92 9.1 Functional Description 92 9.2 Subsystem Performance Requirements 92 9.3 Subsystem Design Requirements 92 9.3.1 Load Conditions 92 9.3.2 Load Factors and Safety Margins 92 9.3.3 Composites and Bonded Structures 94 9.3.4 Fracture Control 94 9.3.5 Materials 94 10. MECHANISMS 95 10.1 Functional Description 95 10.2 Design Requirements 95 10.2.1 General 95 10.2.2 Design Margins 95 10.2.3 Lifetime 95 10.2.4 Deployment Mechanisms 96
vi 195 10.2.5 Bearings 96 10.3 Interface Requirements 96 10.3.1 Main Power Bus 96 10.3.2 Telecommand Requirements 96 10.3.3 Telemetry Requirements 97 11. PYROTECHNIC SUBSYSTEM 98 11.1 Functional Description 98 11.2 Design Requirements 98 11.2.1 Redundancy 98 11.2.2 Initiators 98 11.2.3 Actuators 98 11.2.4 Firing Circuits 98 11.3 Interface Requirements 99 11.3.1 Main Power Bus 99 11.3.2 Telecommand Requirements 99 11.3.3 Telemetry Requirements 99 12. SPACECRAFT DESIGN REQUIREMENTS 100 12.1 General 100 12.1.1 Configuration 100 12.1.2 Maintainability, Interchangeability and Accessibility 100 12.1.3 Zero-g Testing 101 12.1.4 Contamination Control 101 12.1.5 Operation Following Storage 102 12.2 Reliability Design 102 12.2.1 General 102 12.2.2 Reliability Analysis 102 12.2.3 Failure Mode, Effects and Criticality Analysis (FMECA) 103 12.2.4 Contingency Analysis 103 12.2.5 Software & Firmware Reliability 103 12.2.6 Reliability Modelling 104 12.2.7 Redundancy 104 12.3 Mechanical Design Requirements 105 12.3.1 Requirements for Units and Assemblies 105 12.4 Thermal Design Requirements 105 12.4.1 Requirements for Units and Assemblies 105 12.5 General Electrical Design Requirements 106 12.5.1 Worst Case Analysis 106 12.5.2 Electrical Grounding Scheme 106 12.5.3 Main Bus Power Interfaces 107 12.5.4 Secondary Power Distribution 107 12.5.5 Signal Interfaces 107 12.5.6 Testability 108
vii 196 12.5.7 Use of Connectors 108 12.5.8 Harness Design 109 12.5.9 Spacecraft-Level Test Connections 109 12.6 Design Criteria for Microprocessor Systems 110 12.6.1 Software Design Requirements 110 12.6.2 Software Telemetry 111 12.6.3 Hardware 111 12.6.4 Fault Management 112 12.6.5 Self-Test Mode 112 12.7 Radiation Design Requirements 112 12.7.1 Total Dose 112 12.7.2 Single Event Phenomena - Single and Multiple Upsets 113 12.7.3 Electrostatic Charging 113 12.8 General Telecommand and Telemetry Requirements 114 12.8.1 Telecommand 115 12.8.2 Telemetry 115 13. QUALITY ASSURANCE PROVISIONS 118 13.1 Quality Assurance Requirements 118 13.1.1 General 118 13.1.2 Quality Systems 118 13.2 Component Parts 118 13.2.1 General 118 13.2.2 Radiation Sensitivity 118 13.2.3 Custom Devices 118 13.2.4 Travelling Wave Tube Amplifiers 119 13.3 Materials and Processes 119 13.3.1 General 119 13.3.2 Materials 119 13.3.3 Processes 120 13.4 Limited-life Items 120 13.5 Producibility 121 A. APPENDICES A-1 1. APPENDIX 1 RESERVED A-2 2. APPENDIX 2 -RADIATION ENVIRONMENT SPECIFICATION A-3 2.1 ICO Orbit Radiation Environment A-3 2.1.1 Geomagnetically Trapped Radiation A-3 2.1.2 Energetic Solar Particles A-4 2.1.3 Environment Interactions A-5 2.1.4 Transient Environments A-8 2.1.5 Single Event Effects Radiation Environment A-8 2.1.6 Solar Spectral Irradiance A-17
viii 197 2.1.7 Spacecraft Charging A-18 3. APPENDIX 3 -DYNAMIC SPACECRAFT SIMULATOR SPECIFICATION A-20 3.1 Functional Description A-20 3.2 Functional Requirements A-20 3.2.1 General A-20 3.2.2 Scope of Simulation A-21 3.2.3 Performance Requirements A-21 3.3 Design Requirements A-22 3.3.1 Language A-22 3.3.2 User Interface A-22 3.3.3 Maintainability A-22 3.4 Environment Model Requirements A-23 3.4.1 Rotational Dynamics A-23 3.4.2 Translational Dynamics A-23 3.4.3 Models of Elements Sensed by the Spacecraft A-24 3.4.4 Models Affecting Spacecraft Behaviour A-24 3.5 Satellite Model Requirements A-24 3.5.1 Electrical Power Subsystem (EPS) A-24 3.5.2 AOCS A-25 3.5.3 Telemetry, Tracking and Command Subsystem A-26 3.5.4 Thermal Control Subsystem (TCS) A-27 3.5.5 Communications Subsystem A-27 3.5.6 Pyrotechnic Subsystem Model A-28 3.5.7 Flight Software Subsystem Model A-28 3.6 Simulator Control A-28 3.6.1 General A-28 3.6.2 Initialisation A-28 3.6.3 Run Mode A-29 3.6.4 Pausing the Simulation A-30 3.6.5 Exiting the Simulation A-30 3.7 Simulator Monitoring A-30 3.7.1 Trace Groups A-30 3.7.2 Diagnostics A-31 3.7.3 Simulation Log A-31 3.7.4 Other Printouts A-31 4. APPENDIX 4 -RADIATION DOSE MONITOR A-32 4.1 Functional Description A-32 4.2 Functional Requirements A-32 4.2.1 General A-32 4.2.2 Main Power Bus A-32 4.2.3 Telecommand Requirements A-32 4.2.4 Telemetry Requirements A-32
ix 198 4.2.5 Redundancy A-33 4.2.6 Quality Assurance A-33 4.3 Performance Requirements A-33 4.3.1 General A-33
x 199 Exhibit C Product Assurance Plan 25 August 2000 - Amendment 7 Satellite Contract Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- - ---------------------------------------------------------- TITLE NUMBER REV ICO Product Assurance Plan A [HUGHES LOGO] Exhibit C CAGE CODE TOTAL PAGES 9E831 61 - -------------------------------------------------------------------------------- HUGHES PROPRIETARY INFORMATION Source: Hughes Space and Communications Company This document contains proprietary information and, except with written permission of Hughes Space and Communications Company, such information shall not be published or disclosed to others, or used for any purpose and the document shall not be copied in whole or in part. COPYRIGHT (C) 1999 - HUGHES ELECTRONICS CORPORATION - UNPUBLISHED WORK - ALL RIGHTS RESERVED - -------------------------------------------------------------------------------- APPROVALS - -------------------------------------------------------------------------------- DATE DATE S. Merrell S. Schmidt Revised by Payload System Engineering - -------------------------------------------------------------------------------- T. Lamb Product Manager - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 200 TABLE OF CONTENTS
PAGE 1. BASIC PROVISIONS............................................................................................1-1 1.1 Basic Provisions.....................................................................................1-1 1.1.1 Program Content......................................................................1-1 1.2 Program Functions....................................................................................1-1 1.3 Applicable Documents and Guidelines..................................................................1-1 2. ORGANIZATION AND MANAGEMENT.................................................................................2-1 2.1 Basic Provisions.....................................................................................2-1 2.2 Management Responsibility............................................................................2-1 2.2.1 Reliability Engineering..............................................................2-1 2.2.2 Parts, Materials, and Processes......................................................2-1 2.2.3 Quality Assurance....................................................................2-2 2.2.4 Subcontractor PA Program Control.....................................................2-2 2.3 Reviews..............................................................................................2-2 2.4 Audits...............................................................................................2-3 2.5 Documentation........................................................................................2-3 2.6 Subcontractor/Supplier PA Programs...................................................................2-3 2.6.1 Basic Provisions.....................................................................2-3 2.6.2 High Reliability Parts Suppliers.....................................................2-4 2.6.3 Materials and Fabricated Item Suppliers..............................................2-4 2.6.4 Major Subcontractors.................................................................2-4 2.7 Progress Reporting...................................................................................2-4 2.8 Customer Interface...................................................................................2-5 2.8.1 Involvement in and Access to Program Activities......................................2-5 2.8.2 Involvement in Review Board Proceedings..............................................2-5 3. QUALITY ASSURANCE...........................................................................................3-1 3.1 Basic Provisions.....................................................................................3-1 3.2 Function Administration..............................................................................3-1 3.2.1 Responsibilities.....................................................................3-1 3.2.2 Tasks................................................................................3-2 3.2.3 Audits...............................................................................3-2 3.3 Procurement Controls.................................................................................3-2 3.3.1 Responsibility.......................................................................3-2 3.3.2 Subcontractor/Supplier Evaluation....................................................3-3 3.3.3 Procurement Document Requirements....................................................3-3 3.3.4 Source Surveillance/Inspection.......................................................3-3 3.3.5 Receiving Inspection.................................................................3-3 3.4 Manufacturing Controls...............................................................................3-3 3.4.1 Fabrication and Assembly Operations..................................................3-3 3.4.2 Stores Control.......................................................................3-4 3.4.3 Process Control......................................................................3-4 3.4.4 Process and Personnel Certification..................................................3-4 3.4.5 Workmanship Standards................................................................3-4 3.4.6 Cleanliness and Contamination Control................................................3-5 3.4.7 Configuration Control................................................................3-5 3.4.8 Electrostatic Discharge Control......................................................3-5 3.5 Testing and Inspection...............................................................................3-5 3.5.1 In-Process Inspections...............................................................3-5 3.5.2 Final Test and Inspection............................................................3-6 3.5.3 Subsystem/Vehicle Assembly Inspection and Records....................................3-6 3.5.4 Test Participation...................................................................3-6 3.6 Nonconforming Article and Material Control...........................................................3-7
i 201
PAGE 3.6.1 Material Review Action and Control...................................................3-7 3.6.2 Nonconformance Definitions and Classifications.......................................3-8 3.6.3 Corrective Action....................................................................3-8 3.6.4 Subcontractor Material Review........................................................3-9 3.6.5 Database.............................................................................3-9 3.7 Measurement Processes and Calibration................................................................3-9 3.7.1 Basic System.........................................................................3-9 3.7.2 Calibration Controls.................................................................3-9 3.7.3 Remedial and Preventive Action......................................................3-10 3.7.4 Subcontractor Controls..............................................................3-10 3.8 History Records and Traceability....................................................................3-10 3.8.1 History Records.....................................................................3-10 3.8.2 Photographs.........................................................................3-10 3.8.3 Traceability........................................................................3-11 3.9 Stamp Controls......................................................................................3-11 3.10 Sampling Plans, Statistical Planning, and Analysis..................................................3-11 3.11 Handling and Shipping...............................................................................3-11 3.11.1 Handling............................................................................3-11 3.11.2 Shipping............................................................................3-12 3.11.3 Transportation......................................................................3-12 3.12 Software Quality Assurance..........................................................................3-12 3.13 Launch Site Activities..............................................................................3-13 4. RELIABILITY ENGINEERING....................................................................................4-1 4.1 Basic Provisions....................................................................................4-1 4.2 Function Administration.............................................................................4-1 4.2.1 Responsibilities....................................................................4-1 4.2.2 Tasks...............................................................................4-1 4.3 Reliability Assessments.............................................................................4-2 4.3.1 Spacecraft Design Reliability.......................................................4-2 4.3.2 Analyses............................................................................4-2 4.3.3 Part Application Derating...........................................................4-3 4.3.4 Failure Modes, Effects, and Criticality Analysis....................................4-4 4.3.5 Single Point Failures...............................................................4-4 4.3.6 Wearout Analysis....................................................................4-4 4.3.7 Worst Case Analysis.................................................................4-5 4.3.8 Critical Items List.................................................................4-5 4.4 Failure Reporting and Corrective Action.............................................................4-5 4.4.1 Basic Provisions....................................................................4-5 4.4.2 Failure Definition and Documentation................................................4-6 4.4.3 Failure Analysis....................................................................4-6 4.4.4 Failure Review Board................................................................4-7 4.4.5 Subcontractor Failure Reporting.....................................................4-7 5. PARTS, MATERIALS, AND PROCESSES CONTROL....................................................................5-1 5.1 Basic Provisions....................................................................................5-1 5.2 Function Administration.............................................................................5-1 5.3 Program Requirements................................................................................5-1 5.3.1 Authorized Lists....................................................................5-1 5.3.2 Selection...........................................................................5-1 5.3.3 Parts and Materials Application Review..............................................5-3 5.3.4 Materials and Processes Specifications..............................................5-3 5.3.5 Parts Specifications................................................................5-4 5.3.6 Parts and Materials Qualification...................................................5-4 5.3.7 Parts and Materials Transfer........................................................5-4 5.4 Parts Screening and Acceptance......................................................................5-5 5.4.1 Basic Provisions....................................................................5-5
ii 202
PAGE 5.4.2 Internal Visual Inspection..........................................................5-5 5.4.3 Environmental Screening and Conditioning............................................5-5 5.4.4 Burn-in.............................................................................5-6 5.4.5 Destructive Physical Analysis.......................................................5-6 5.4.6 Radiation...........................................................................5-7 5.5 PM&P Qualification Status List......................................................................5-7 5.6 Parts and Materials Handling and Storage............................................................5-7 5.7 Part Quality Levels for Qualification Hardware......................................................5-7 5.8 Subcontractor PMP Program Control...................................................................5-7 6. CONFIGURATION MANAGEMENT...................................................................................6-1 6.1 Basic Provisions....................................................................................6-1 6.2 Function Administration.............................................................................6-1 6.2.1 Responsibilities....................................................................6-1 6.2.2 Tasks...............................................................................6-2 6.3 Activities..........................................................................................6-2 6.3.1 Configuration Identification........................................................6-2 6.3.2 Configuration Control...............................................................6-3 6.3.3 Configuration Status Accounting.....................................................6-4 6.3.4 Subcontractor Configuration Management..............................................6-5 6.3.5 Engineering Documentation Control...................................................6-5 7. SYSTEM SAFETY PROGRAM PLAN.................................................................................7-1 7.1 Basic Provisions....................................................................................7-1 7.2 Responsibilities....................................................................................7-1 7.2.1 Program Manager.....................................................................7-1 7.2.2 System Safety Engineer..............................................................7-1 7.2.3 External System Safety Interfaces...................................................7-1 7.3 System Safety Tasks.................................................................................7-2 7.4 Organizational Roles................................................................................7-2 7.4.1 Engineering.........................................................................7-2 7.4.2 System Operations...................................................................7-2 7.4.3 Safety, Health and Environmental Affairs (SHEA......................................7-3 7.4.4 Product Assurance...................................................................7-3 7.4.5 Quality Assurance...................................................................7-3 7.5 Scope of System Safety Program......................................................................7-3 7.6 Applicable Documents................................................................................7-3 7.7 Integration and Coordination of Delegated Activities................................................7-4 7.8 Hazard Control Order of Precedence..................................................................7-4 7.9 Hazard Analysis.....................................................................................7-4 7.9.1 Preliminary Hazard Analysis (PHA)...................................................7-4 7.9.2 Subsystem and System Hazard Analysis (S&SHA)........................................7-5 7.10 Verification and Documentation of Requirements Compliance...........................................7-5 7.11 Deliverable Documentation...........................................................................7-5 7.12 Non-Deliverable Data................................................................................7-5 7.13 Procedure Review and Approval.......................................................................7-5 7.14 Test and Operational Safety.........................................................................7-5 7.15 Training............................................................................................7-6 7.16 Audit Program.......................................................................................7-6
iii 203 LIST OF FIGURES
PAGE FIGURE 2-1. PROGRAM PRODUCT ASSURANCE MANAGEMENT REPORTING......................................2-7 FIGURE 2-2. PROGRAM PRODUCT ASSURANCE MANAGER'S STAFF...........................................2-7 FIGURE 3-1. QUALITY ASSURANCE INTERFACES.......................................................3-13 FIGURE 4-1. FAILURE MANAGEMENT SYSTEM...........................................................4-8 FIGURE 6-1. PROGRAM CONFIGURATION AND DATA MANAGEMENT OPERATIONS................................6-6 FIGURE 6-2. CUSTOMER/HUGHES/SUBCONTRACTOR INTERFACES............................................6-6 FIGURE 6-3. PROGRAM CMO FUNCTIONAL RESPONSIBILITIES.............................................6-7
iv 204 LIST OF TABLES
PAGE TABLE 1-1 APPLICABLE DOCUMENTS..................................................................1-2 TABLE 1-2 APPLICABLE HUGHES MANUALS AND PROCEDURES..............................................1-3 TABLE 2-1 REVIEW BOARDS.........................................................................2-6 TABLE 2-2. CUSTOMER INVOLVEMENT IN REVIEW BOARD PROCEEDINGS.....................................2-7 TABLE 3-1, FLIGHT HARDWARE MATERIAL REVIEW AUTHORITY...........................................3-14 TABLE 4-1. RELIABILITY ENGINEERING TASK RESPONSIBILITIES........................................4-8 TABLE 5-1. HIGH RELIABILITY PARTS SCREENING MATRIX1 (PAGE 1 OF 2)...............................5-8 TABLE 5-1. HIGH RELIABILITY PARTS SCREENING MATRIX (Page 2 of 2)................................5-9
v 205 1. BASIC PROVISIONS 1.1 BASIC PROVISIONS 1.1.1 PROGRAM CONTENT Hughes shall conduct, from program inception to delivery of each spacecraft, a product assurance effort compliant with the provisions of this plan, which shall constitute the master planning and requirements document for the spacecraft product assurance program. This effort shall comprise, in addition to a program of quality assurance activities that includes software control activities, programs of reliability engineering; parts, materials, and processes control; configuration management; and system safety assurance activities. Responsibility within Hughes for ensuring the application of these disciplines shall be assigned as prescribed by Hughes' management directives. 1.2 PROGRAM FUNCTIONS The primary functions of the spacecraft product assurance program shall be to: 1. Ensure the effective and timely implementation (one consistent with the program master phasing schedule) of the tasks prescribed by this plan. 2. Define and implement the product assurance tasks and controls required in the design, manufacture, testing, storage, delivery, and launch of the spacecraft to ensure accomplishment of the mission objectives. 3. Ensure the implementation of a reliable design based upon proven design practices. 4. Ensure proper selection, application, evaluation, and control of parts, materials, and processes. 5. Provide full integration of product assurance requirements and controls throughout the program and ensure continuous compliance by conducting appropriate audits and inspections. 6. Ensure early and prompt detection and reporting of actual or potential deficiencies, marginal quality, and trends or conditions that could result in unsatisfactory performance, and ensure that prompt and effective action is taken to correct such conditions. 7. Provide regular program status reports to program management. 1.3 APPLICABLE DOCUMENTS AND GUIDELINES Existing product line documents and guidelines shall be used to the maximum extent possible to preclude duplication of effort and ensure consistent application of sound practices. The documents listed in Table 1-1 shall be considered a part of this plan to the extent described. Unless otherwise noted, the latest issues of the documents cited in Table 1-1 shall be the applicable documents. The guidelines cited in Table 1-2 shall govern the implementation of the provisions of this plan. These guidelines shall be periodically revised to the extent necessary to reflect the latest Hughes practices and shall be available for review upon customer request. 1-1 206 TABLE 1-1 APPLICABLE DOCUMENTS
- ------------------------------------------------------------------------------------------------------------------------------- Document No. Title Contents - ------------------------------------------------------------------------------------------------------------------------------- Hughes SCG PS 22010 Protection of Electrostatic Discharge (ESD) Established requirements for processing of Sensitive Devices and Assemblies static sensitive devices and assemblies SCG PS 32023 Space Equipment Electrical Assembly and Establishes workmanship standards for Soldering soldering APL ICO 1 Approved Parts List for the ICO Program Documents the list of parts approved by the program PMPCB AMPL Approved Materials and Processes List for Documents the list of materials and the ICO Program processes approved by the PMPCB PA9000 Product Assurance Requirements Specifies product assurance requirements Specification for subcontactors Standards ANSI/ASQC Z1.4 Sampling Procedures and Tables for Prescribes procedures for statistical Inspection Attributes sampling of materials to specified levels of quality ANSI/ASTM Total Mass Loss of Collected Volatile Provides testing requirements of materials E 595-84 Condensable Materials from Outgassing in vacuum environment in a Vacuum Environment ANSI/NCSL Z540-1 Calibration Laboratories and Measuring and Provides general requirements for Test Equipment - General Requirements calibration activities MIL-HDBK-217 Reliability Predictions of Electronic Provides failure rate data and Equipment methodology for performing reliability predictions MIL-M-38510 Microcircuits, General Specification for Provides general technical requirements for microcircuits (heritage parts) MIL-PRF-38534 Hybrid Microcircuits, General Specification for Provides general technical requirements for hybrids MIL-PRF-38535 Integrated Circuits (Microcircuits) Provides general requirements for Manufacturing, General Specification for microcircuits MIL-PRF-19500 Semiconductor Devices, General Provides general technical requirements Specification for for semiconductors MIL-S-19500 Semiconductor Devices, General Provides general technical requirements Specification for for semiconductors (heritage parts) MIL-STD-1547 Electronic Parts & Materials Requirements for Establishes requirements for electronics Space and Launch Vehicles parts and materials MFSC-SPEC-522 Design Criteria for Controlling Establishes design requirements for stress Stress Corrosion Cracking corrosion cracking - -------------------------------------------------------------------------------------------------------------------------------
1-2 207 TABLE 1-2 APPLICABLE HUGHES MANUALS AND PROCEDURES
- ---------------------------------------------------------------------------------------------------------------------- Guideline Contents - ---------------------------------------------------------------------------------------------------------------------- Engineering Worst Case Circuit Analysis Establishes minimum worst case circuit analysis requirements Stress Derating Analysis Establishes minimum electronic component electrical derating analysis requirements Numerical Reliability Analysis Establishes minimum reliability analysis requirements and approved failure rates Failure Mode and Effects Analysis Establishes procedures for conducting failure modes and effects analysis Component Data Book Presents part stress derating, radiation design criteria, and part degradation data for designers Drafting Standards Manual Establishes engineering requirements for drawings Shelf Life Manual Establishes shelf life and recertification requirements for life limited materials Product Assurance Subcontractor Requirements Defines requirements that selectively apply to subcontractors Program Authorized Parts List Lists program authorized parts and requirements Program Authorized Materials Lists program authorized materials and processes and Processes List Program Quality Requirements Designates applicable program quality requirements Failure Reporting and Corrective Describes requirements and responsibilities for reporting analysis, Action corrective action, closeout of problems, and failures occurring during test of equipment Hughes Quality Manual Documents quality practices and procedures implemented by major organizations through quality instructions - ----------------------------------------------------------------------------------------------------------------------
1-3 208 2. ORGANIZATION AND MANAGEMENT 2.1 BASIC PROVISIONS The satellite product assurance program prescribed by this plan shall be managed, and responsibilities for implementing its various elements shall be distributed, as described herein. 2.2 MANAGEMENT RESPONSIBILITY A program product assurance manager vested with the authority delegated that office by the Hughes Space and Communications Company (HSC) Product Assurance support staff shall be assigned to the HSC program office and report directly to the program manager. As an integral member of both the program management team and the Product Assurance support staff, he shall have the direct, independent, and unimpeded access to top HSC management shown in Figure 2-1. It shall be his responsibility to implement management procedures and establish command media requirements that ensure that product assurance disciplines are effectively utilized in the design, procurement, manufacturing, and test activities. His authority shall derive from Hughes management directives that establish responsibilities and guidelines for implementation of the product assurance discipline. The program product assurance manager is a designated key person who shall be dedicated full-time to the program. The program product assurance manager's staff shall include the specialist personnel identified in Figure 2-2, as required to ensure that program product assurance requirements are appropriately implemented. The program product assurance manager shall participate in program engineering and management meetings and reviews to the extent required to maintain cognizance of the overall progress of the program. He shall be responsible for ensuring immediate attention to and resolution of any situation that appears to jeopardize the achievement of product assurance objectives or fulfillment of the requirements of this plan, and shall have the authority to suspend, until a satisfactory resolution is achieved, any activities related to such a situation. Product assurance program tasks shall be functionally distributed. Personnel skilled in the appropriate product assurance disciplines (hardware/software quality assurance, reliability, parts/materials/processes, etc.) are assigned to program tasks. Program product assurance requirements shall be communicated to performing organizations through the issuance of command media and statements of work. Compliance with the requirements of this plan shall be ensured by maintaining a comprehensive program of regularly scheduled program product assurance coordination meetings, ongoing task reviews, audits, and program control board activities. Personnel assignments shall be tailored to ensure achievement of the program milestones and satisfactory completion of each product assurance program task. The program PA functions shall have the responsibilities and interfaces with other organizations described below. 2.2.1 RELIABILITY ENGINEERING Reliability disciplines shall be used in the design, procurement, manufacturing, and test activities. The reliability engineering function shall report to the program product assurance manager. Reliability assessment tasks shall be performed jointly by systems engineering, design engineering, and staff reliability specialists. Staff specialists shall assist the design activities in the evaluation and documentation of the design reliability assessments required by this plan. Reliability assessment results shall be presented at design reviews. The failure reporting system shall be managed by the program product assurance manager. Specialists in failure reporting shall be assigned to implement the failure reporting requirements. 2.2.2 PARTS, MATERIALS, AND PROCESSES 2-1 209 Program product assurance and engineering personnel shall be jointly responsible for managing parts, materials, and processes activities. The design engineer shall bear primary responsibility for the selection, application, specification, and qualification of parts, materials, and processes. Specialists with expertise in the application, specification, and qualification of parts, materials, and processes shall provide support as required. The performing organizations shall ensure that the program PA manager is cognizant of the status of these activities. A program Parts, Materials, and Processes Control Board shall review all requests for new parts, materials, and processes to be used on the program and issue the program authorized parts and materials lists. A senior specialist representing the program product assurance manager shall schedule PMPCB meetings and follow action items to completion. His responsibility shall include monitoring and auditing parts operations to ensure continued compliance with program parts requirements. 2.2.3 QUALITY ASSURANCE The program PA manager shall be responsible for communicating program quality requirements to performing organizations and for ensuring compliance. QA personnel in each performing operations shall implement the QA requirements of this plan using appropriate quality practices, instructions, and procedures. Responsibility for product conformance to drawings and standards shall be delegated to the cognizant product operations QA organizations. A product assurance engineer reporting to the program product assurance manager shall act as the principal interface with the performing quality assurance organizations. It shall be the responsibility of the product assurance engineer to monitor and audit the quality operations in sufficient depth to ensure continued compliance with program requirements. 2.2.4 SUBCONTRACTOR PA PROGRAM CONTROL The program product assurance manager shall review subcontractor specifications and statements of work for communication of appropriate requirements. Subcontractor documents shall be reviewed to ensure that contractual and performance commitments are met. Quality assurance surveillance personnel shall support this activity by performing audits and inspections to ensure compliance with requirements. Subcontractor evaluation and approval shall be performed as a coordinated effort between subcontract product assurance and the responsible product operations quality organization. The practices of any subcontractor or supplier who is a new source of procurement shall be audited. Hughes shall perform on-site audits, upon award of contract to major subcontractors and critical item suppliers. Audits shall be conducted for any subcontractor or supplier who is a new source of procurement or who has not been surveyed or audited within twelve months of the date of contract award. Supplier and subcontractor survey and audit results shall be available, on site, for review by the Customer representative. The customer product assurance representative shall be invited to participate in scheduled audits. Post award audits by the customer product assurance representative will be scheduled and conducted when requested. 2.3 REVIEWS The program product assurance manager shall recommend procedural changes that facilitate the implementation of the product assurance program wherever, in his judgement, objectives are in danger of not being met. He shall take prompt action to alert responsible task managers of deficiencies detected and follow through as necessary to ensure corrective measures are implemented. Program product assurance personnel shall participate in program reviews as noted in Table 2-1 and as described throughout this plan. 2-2 210 2.4 AUDITS Systematic audits of systems, procedures, and operations designed to implement Hughes practices and program requirements shall be conducted in accordance with Hughes' command media. Product assurance personnel assigned to the program shall ensure that program PA requirements are being met by regularly reviewing and auditing hardware and associated documentation to verify compliance with QA and engineering requirements. Performing operations shall be audited to establish compliance with command media and contractual requirements. The results of audits shall be documented and reported to higher management, together with recommendations for correction of noted deficiencies. Management action shall be taken, and follow-up reviews shall be held, to ensure that adequate corrections are implemented. Hughes audit results shall be made available to the customer for review, on site, upon request. The customer may independently audit the effectiveness and implementation of Hughes' product assurance program in the event of persistent problems. All such audits shall be coordinated with Hughes' program product assurance manager for purposes of scheduling and coordination. The results of Customer audits shall be documented and made available to program product assurance management for corrective action. The customer shall be notified of any corrective actions taken. Audits at subcontractor or vendor facilities shall include Hughes product assurance representatives as observers. The customer shall notify Hughes at least 7 working days in advance of a planned visit to a subcontractor facility. 2.5 DOCUMENTATION Program Control Documentation shall be an integral part of the activities and tasks performed under this plan. It shall be prepared throughout the program and made available for approval, review, or information in accordance with contract requirements. Product assurance documentation generated under the contract shall be identified as being program unique and shall be maintained in and retrievable from the program data bank system. All program related documentation shall be subject to on site review by the customer representative. Documents at the manufacturing level not normally submitted through program management review process shall be subject to review under the cognizant quality operation to assure appropriate incorporation of program quality requirements. 2.6 SUBCONTRACTOR/SUPPLIER PA PROGRAMS 2.6.1 BASIC PROVISIONS The program product assurance manager shall ensure that program procurement documentation includes applicable program product assurance requirements. He shall accomplish this objective by issuing command media that communicate program product assurance requirements and by reviewing, and exercising approval authority over the release of, specifications and statements of work issued to major subcontractors. Subcontractor and major supplier requirements shall include the provision for prime customer access and participation in progress reviews, review boards, and control boards. Work in progress, data, and documentation generated for the program, including design, manufacturing, test, and quality assurance documentation, shall be subject to examination, evaluation, and inspection by Hughes and Customer representatives. This shall include the right to monitor compliance to the provisions of the approved plans and procurement specifications, and to perform hardware inspections/audits. Subcontractors and major suppliers of spacecraft equipments shall be required to meet the requirements of PA9000, Product Assurance Requirements Specification. Hughes product assurance shall prepare a Requirements Matrix which stipulates the flowdown of all product assurance requirements to all suppliers and subcontractors of spacecraft equipments. The Requirements Matrix shall be subject to formal review by the customer to assure conformance to customer requirements. 2-3 211 The product assurance requirements to be imposed on vendors and suppliers shall be communicated to each responsible quality assurance organization, and each such organization shall be directly responsible for ensuring compliance of delivered articles to applicable procurement requirements. 2.6.2 HIGH RELIABILITY PARTS SUPPLIERS The PMPCB shall be responsible for ensuring that high reliability parts meet the requirements of this plan and shall interface directly with the responsible operationS to establish appropriate requirements for source surveillance and receiving inspection and test. The responsible quality assurance organization shall make assignments to perform inspections and monitor supplier activities to ensure compliance. The PMPCB shall be responsible for final resolution of problems which involve conformance of high reliability parts to program requirements. 2.6.3 MATERIALS AND FABRICATED ITEM SUPPLIERS Each product operation shall be responsible for ensuring that procured materials and fabricated items receive adequate quality assurance support to allow implementation of applicable program requirements. Supplier performance shall be audited to establish and maintain an acceptable vendor quality rating for the item procured. Source inspections and/or receiving inspections shall be performed to the degree necessary to ensure that critical drawing and specification requirements are met. 2.6.4 MAJOR SUBCONTRACTORS Each major subcontractor shall be required to maintain a well defined program of product assurance controls during the design, development, procurement, fabrication, inspection, testing, handling, storage, and shipment of spacecraft hardware. Major subcontractors shall be required to implement program plans consistent with the basic requirements of this plan. Requirements appropriate to the item being procured shall be defined jointly by the program product assurance manager, the responsible engineering activity, and the responsible quality assurance manager. Each subcontractor plan shall be reviewed and approved by the cognizant quality assurance manager and the program product assurance manager to ensure compliance with program requirements. Source engineers shall perform surveillance of subcontractor operations to identify potential problems for resolution and report status to the program office. Documentation requirements shall be controlled by specific subcontractor data requirements lists (SCDRLs). Survey results shall be evaluated and, where appropriate, used during follow-up audits of subcontractors to ensure proper action. Major subcontractors shall be required to make their plans available to Hughes personnel on-site for review. Subcontractor and major supplier plans shall be made available, on site, for review by customer representatives through the Hughes program product assurance manager. 2.7 PROGRESS REPORTING Product assurance program status shall be regularly reported to program management. Reports shall include status of reliability assessments; failure reports filed and corrective actions taken; the status of parts, materials, and processes activities; problems; and any other significant information regarding the progress of the product assurance program and its implementation. Product assurance status shall be reported to the customer. The Hughes program product assurance manager shall conduct regular product assurance reviews of internal, major supplier, and subcontractor operations to monitor and document progress of the product assurance program. Product assurance program status reviews, as a minimum, shall be held monthly. Meeting frequency shall be subject to change by mutual agreement of the customer representative and the Hughes program product assurance manager consistent with task progress. An agenda shall be issued prior to each meeting and minutes 2-4 212 issued with assigned action items and expected completion dates. The customer product assurance representative shall be invited to participate in these reviews. 2.8 CUSTOMER INTERFACE 2.8.1 INVOLVEMENT IN AND ACCESS TO PROGRAM ACTIVITIES Customer product assurance representatives shall have access to program product assurance activities and related program documentation. Access to subcontractor or supplier facilities, documentation, and operations shall also be facilitated. The customer may request direct surveillance of supplier or subcontractor activities at any time. The customer representative shall give reasonable notice prior to any requested audit, inspection, or evaluation. Facilities, equipment, and assistance adequate to accommodate resident customer product assurance representatives shall be provided. Access to subcontractor and supplier facilities and related program documentation shall be coordinated through the program product assurance manager. All information, documentation, reports and other data to be transferred to the customer must be within the scope of existing export licenses or exemptions. 2.8.2 INVOLVEMENT IN REVIEW BOARD PROCEEDINGS Customer product assurance representatives shall be invited to attend review board meetings convened in accordance with the provisions of this plan and shall receive timely notification of the scheduling of such meetings. The degree of their involvement in board proceedings shall extend to the activities and functions cited in Table 2-2. This table does not supersede any review or approval right cited elsewhere in this plan or in the contract. The customer product assurance representative shall be invited to participate in program progress reviews and those review and control boards conducted at major suppliers and subcontractors. 2-5 213 TABLE 2-1 REVIEW BOARDS
- ----------------------------------------------------------------------------------------------------------------------------- Type Composition Function - ----------------------------------------------------------------------------------------------------------------------------- Design Review Board - Program systems engineering manager (SEM) Chairman - Product assurance representative Support - Responsible engineering activity (REA) Present review data - Responsible manufacturing activity (RMA) Support - Specialists (thermal control, stress, etc) Support (as requested) Parts Control Board (PCB) - Program PA manager Chairman - PA parts specialist Alternate chairman - Responsible design engineer Presents request for review - Technology engineer Support (as requested) Materials and Processes - Program PA manager Chairman Control Board (MPCB) - PA M&P specialist Alternate chairman - REA Presents request for review - Technology engineer Support (as requested) Change Review Board (CRB) - SEM Chairman - Program configuration control representative Support - Product assurance representative Support - REA Defines change, etc - RMA Support Material Review Board - Program PA manager Chairman (MRB) (contract specified - Quality assurance Support requirements) - REA Defines requests - Specialists (thermal control, stress, etc) Support Failure Review Board - Program PA manager Chairman - Reliability engineer/P.A. Engineer Support - Failure report (FR) specialist Presents reports for review - Cognizant system/subsystem engineer Support - REA Support - Specialists Support (as requested) Test Review Board - SEM Chairman (subsystem/system) - Cognizant task manager Presents required information/data - Product assurance representative Support - Quality assurance representative Support - RMA Support Shipment Readiness Review Board - SEM Chairman - Spacecraft manager Presents required information/data - Program manager Support - Program PA manager Support - Quality assurance representative Support - RMA Support - Systems test director Support - -----------------------------------------------------------------------------------------------------------------------------
NOTE: Refer to Table 2-2 for customer participation. 2-6 214 TABLE 2-2. CUSTOMER INVOLVEMENT IN REVIEW BOARD PROCEEDINGS [FLOW CHART] FIGURE 2-1. PROGRAM PRODUCT ASSURANCE MANAGEMENT REPORTING [FLOW CHART] FIGURE 2-2. PROGRAM PRODUCT ASSURANCE MANAGER'S STAFF 2-7 215
- -------------------------------------------------------------------------------------------------------------------- Board Activity/Function - -------------------------------------------------------------------------------------------------------------------- Parts Control Board Participation in discussion; recommendation of action taken Materials and Processes Control Participation in discussion; recommendation of action taken Board Change Review Board Participation in discussion; recommendation of action taken; customer will have approval rights for all changes that affect contractual requirements Material Review Board Participation in discussion of quality and design/ manufacturing related issues Failure Review Board Participation in discussion; recommendation of action taken Manufacturing Readiness Review Board Participation in discussion; recommendation of action taken Design Review Board Design Review Board member; participation in discussion; ask formal questions Test Review Board Participation in discussion; recommendation of action taken Shipment Readiness Review Participation in discussion; recommendation of action taken - --------------------------------------------------------------------------------------------------------------------
2-8 216 3. QUALITY ASSURANCE 3.1 BASIC PROVISIONS Hughes shall conduct a comprehensive program of quality assurance activities that ensure that quality is built into the hardware produced on the program. The program quality assurance function shall establish and ensure the proper use of systems that facilitate the close teamwork between engineering, manufacturing, and quality assurance personnel that is necessary to successful implementation of the quality assurance program. The customer shall have the option to actively monitor the contractors quality assurance effort on a day to day basis and to perform inspections when requested on a non-interference basis. This activity shall be coordinated through the program product assurance manager. 3.2 FUNCTION ADMINISTRATION 3.2.1 RESPONSIBILITIES The program quality assurance effort shall be administered within the framework of the organizational relationships shown in Figure 3-1, in which each Hughes product operations includes a quality assurance function whose manager reports to the product operations unit leader and is responsible for 1) ensuring that product assurance requirements relating to equipment within the product line are met and 2) that applicable quality assurance requirements are communicated to suppliers and subcontractors. The managers of these quality assurance functions shall ensure conformance of program items to applicable product assurance requirements by conducting the necessary inspections and audits. Quality assurance personnel shall perform the inspections/audits required to verify that hardware and associated documentation meet the workmanship and quality provisions of this plan from initial procurement through delivery of flight hardware. Each quality assurance organization shall be required to review, assess, and report the status of the quality program at scheduled operations reviews. The independent line of reporting shown (dotted) in Figure 3-1 shall be established between each quality assurance manager and HSC Product Assurance. The PA support staff shall have approval authority over all quality assurance management appointments and quality practices. The program product assurance manager, in the functional reporting relationship he maintains to both HSC Product Assurance and to the program office, shall issue appropriate requirements of this plan to each performing product line organization and conduct follow-up audits to ensure compliance. Program product assurance management, jointly with product operations quality representatives, shall coordinate the communication of contractual requirements to the engineering, procurement, and manufacturing functions early in the program design phase and clarify the intent of these requirements where and as necessary. Their activities shall include the issuance of the directives, instructions, procedures, and specifications needed to properly implement program requirements internally and at suppliers and major subcontractors. 3-1 217 3.2.2 TASKS Quality assurance tasks shall be planned and scheduled to support the procurement, manufacturing, and test activities. These tasks shall be designed to ensure conformance of the hardware to drawing and specification requirements. Quality assurance tasks shall include: 1. Implementing the contractual program quality assurance requirements of this plan. 2. Ensuring that supplier surveys and procurement document reviews are conducted. 3. Ensuring source surveillance and inspection activities. 4. Ensuring that receiving inspection on incoming supplies and articles are performed, as applicable. 5. Ensuring maintenance of manufacturing and stores controls. 6. Ensuring in-process, assembly, and final inspections as required by manufacturing planning documentation or specific inspection procedures are performed. 7. Controlling nonconforming supplies and material review activities, including the assignment of authorized personnel. 8. Monitoring and surveillance of test activities. 9. Ensuring the use of calibrated measuring and test equipment. 10. Ensuring the maintenance of quality disciplines throughout the integration and testing of subsystem hardware and of the spacecraft. 11. Ensuring launch site activities are performed as governed by the launch site operations plan and as augmented by requirements established during the joint review meetings. Quality assurance tasks shall be planned and scheduled to support the procurement, manufacturing, and test activities. These tasks shall be designed to ensure conformance of the hardware to drawing and specification requirements. Quality assurance tasks shall include: 3.2.3 AUDITS The product operations quality assurance organizations shall conduct audits of the adequacy of the quality assurance system and its related procedures and inspection instructions and report the results of these audits to leadership, to the HSC Product Assurance support staff leadership, and to program product assurance management. These reports shall include identification of deficiencies and corrective action responsibilities and a schedule for completion. Deficiencies shall be evaluated for hardware impact, and open actions shall be tracked to ensure that they are accomplished in a timely and proper manner. 3.3 PROCUREMENT CONTROLS 3.3.1 RESPONSIBILITY Product operations quality assurance personnel shall be responsible for ensuring that materials and articles procured for this program conform to engineering requirements. 3-2 218 3.3.2 SUBCONTRACTOR/SUPPLIER EVALUATION Subcontractors and suppliers shall be evaluated and approved in accordance with Hughes' requirements for quality and management systems and facilities capabilities prior to procurement award. Surveys of facilities and of quality assurance and management systems shall be conducted. Each supplier shall be approved on the basis of his ability to meet requirements. Approved suppliers shall be listed in Hughes' vendor information system. Supplier or subcontractor surveys concerning hardware shall be available on-site for customer review. 3.3.3 PROCUREMENT DOCUMENT REQUIREMENTS The program product assurance manager, in cooperation with each of the quality assurance managers, shall establish the minimum product assurance requirements for procured items. These requirements shall be imposed in accordance with established quality procedures. Quality assurance, or personnel certified by quality assurance, shall audit procurement documents to ensure program requirements are included. Procurement shall be made from sources approved by HSC Product Assurance. Approved sources shall be identified on one or more of the following documents: Hughes' vendor information system; the program approved parts list; the PROGRAM approved materials and processes list; or the applicable component or material specification. 3.3.4 SOURCE SURVEILLANCE/INSPECTION The cognizant quality assurance managers, in cooperation with the program product assurance manager, shall establish mandatory source inspection and surveillance requirements for the procurement of items from major subcontractors. Source inspection requirements for other procured items will be imposed when the required inspections can be more effectively accomplished at the supplier's facilities than at Hughes to verify conformance to requirements. Itinerant or resident source surveillance shall be employed as necessary to control the reliability and quality of the flight equipment. 3.3.5 RECEIVING INSPECTION Parts and materials shall be inspected upon receipt or at the supplier's facilities to ensure compliance with the requirements of technical documents and purchase orders. The amount of inspection or testing performed upon receipt shall be determined by the type of product, its end use, the amount of source inspection performed by Hughes, and the supplier's history. Emphasis shall be placed on verifying the conformance to specification of those characteristics whose nonconformance may not be detectable during subsequent inspections and testing. Results of inspections and/or tests shall be recorded on quality history records. 3.4 MANUFACTURING CONTROLS 3.4.1 FABRICATION AND ASSEMBLY OPERATIONS Articles and materials shall be controlled at all times to ensure that inspection status is maintained and not compromised. Established controls shall include adequate handling and packaging of items during all operations. Quality records maintained for in-process materials and articles shall identify the item and indicate its inspection, fabrication, and configuration status. The completed articles shall be identified in accordance with engineering requirements. A final inspection and review of documentation shall be performed to ensure that all required operations and inspections have been satisfactorily completed. Fabrication, assembly, and rework operations shall be performed in accordance with planning documentation based on engineering technical requirements and prepared by the responsible engineering/manufacturing activities. Assembly planning documentation shall be screened to 3-3 219 ensure that the inspections prescribed therein are adequate to ensure product compliance with engineering requirements. Screening shall be performed by quality assurance personnel or by authorized planning screeners. Prescreened master planning documentation may be used. Approval of planning documentation by quality assurance or other certified personnel shall be indicated by the application of an appropriate stamp or signature. Quality assurance personnel shall conduct scheduled audits of the fabrication and assembly areas and planning documents to ensure that operations are performed in accordance with established practices. 3.4.2 STORES CONTROL Parts and materials used in flight items shall be issued from controlled stores. Stores controls shall include maintenance of traceability, limited shelf life material control, and handling of items sensitive to contamination or to electrostatic discharge. An inspection status that indicates acceptability and includes the required traceability information shall be used to provide evidence of acceptance and traceability for high reliability parts, materials, bulk parts and materials, or assemblies entering a controlled stores. Limited shelf life items shall be stored in appropriate controlled environments. Quality assurance personnel shall ensure utilization of life-limited items within the constraints specified by engineering requirements. Periodic storeroom surveys by quality assurance personnel shall ensure that adequate measures are taken to protect the product and retain traceability. Discrepant articles and materials shall be suspended and dispositioned by material review action. 3.4.3 PROCESS CONTROL Process control requirements and quality assurance provisions shall be contained in specifications referenced in engineering drawings and on manufacturing planning documents. When complex processes require detailed work instructions for their implementation, laboratory or manufacturing engineering instructions shall be generated. Manufacturing activities shall implement the requirements, and quality assurance operations shall ensure satisfactory implementation and compliance. Records shall indicate the results of inspections and process verifications. Where processes must be conducted in special environments, process controls shall include means for maintaining and measuring the required environment. 3.4.4 PROCESS AND PERSONNEL CERTIFICATION Quality assurance personnel shall ensure that processes are approved, that equipment operating parameters are satisfactory, that personnel are certified when required, and that area controls are established as specified. Special processes shall be monitored to ensure that process steps, temperatures, immersion times, solutions, equipment, personnel qualifications, etc, are as specified in the process document. Logs shall be maintained, as required, in the area of process performance and shall be monitored by quality assurance personnel. Items resulting from discrepant processes shall be subject to material review action. Records of personnel and equipment certification shall be maintained. 3.4.5 WORKMANSHIP STANDARDS Standards of workmanship shall be specified in engineering drawings by reference to Hughes, industry, or government documents that establish engineering requirements and quality assurance provisions, including workmanship criteria. Planning documents shall reference applicable workmanship criteria. Acceptance criteria shall be as specified in Hughes standards. Quality assurance personnel shall validate that hardware is fabricated and assembled in accordance with the applicable workmanship requirements specified in engineering and planning documents. Solder workmanship criteria shall be those defined by Hughes' process documents, which reflect the requirements of SCG PS32023 for soldered electrical connections. 3-4 220 3.4.6 CLEANLINESS AND CONTAMINATION CONTROL Special requirements for hardware cleanliness levels shall be referenced in engineering drawings. These requirements shall be met by maintaining controlled area environments and workmanship standards established to control hardware contamination. Quality assurance personnel shall perform periodic surveys and inspections to ensure compliance with these requirements. Responsible personnel shall be notified in writing of any conditions not in compliance with stated requirements and shall be required to implement corrective action when so notified. Flight items exposed to conditions not meeting specified environmental/cleanliness requirements shall be dispositioned through appropriate material review action. 3.4.7 CONFIGURATION CONTROL Quality assurance personnel shall support the configuration control system during assembly and test by: 1. Inspecting hardware against engineering requirements and documentation. 2. Administering the material review activities for processing of minor waivers. 3. Verifying that items of equipment are marked in accordance with engineering requirements. 4. Verifying that items procured from subcontractors and suppliers comply with the applicable engineering requirements. 5. Maintaining and issuing flight inspection status for items conforming to engineering requirements. The manufacturing planner and responsible engineering activity shall ensure that the as-built configuration is compliant with the as-designed configuration. Configuration audits conducted by the program configuration management office shall validate compliance. 3.4.8 ELECTROSTATIC DISCHARGE CONTROL Hughes process specification SCG PS 22010 will be used in controlling electrostatic discharge, compliant to the guidelines of military standards. Requirements will be flowed down to subcontractors and suppliers. This process will establish the requirements for the protection of static sensitive devices and static sensitive assemblies from damage or degradation due to exposure to static fields, discharges, and voltage transients. Personnel will complete a static awareness certification program. 3.5 TESTING AND INSPECTION 3.5.1 IN-PROCESS INSPECTIONS In-process inspections shall be performed at preselected points during the fabrication, processing, and assembly operations to provide positive verification of product compliance with requirements. Such inspections shall be documented on the manufacturing planning or other applicable history records. Mandatory inspections shall be performed prior to any operation that obscures inspectable characteristics. Crimped, soldered, and welded electrical connections shall be inspected to established criteria before these connections are covered by subsequent operations. Key inspection points shall be identified at manufacturing readiness reviews and incorporated into manufacturing planning documents. The customer may elect to participate in selected key inspections. The contractor task manager shall provide for coordination and timely notification wherever the customer has exercised the option to participate. Requests for participation shall be coordinated with the program product assurance manager. 3-5 221 Critical dimensions of machined parts shall be inspected, if they have not previously been inspected, when such dimensions are identified on drawings. The tooling used for inspection and product acceptance shall be inspected and controlled. 3.5.2 FINAL TEST AND INSPECTION A final inspection of completed units and articles to be delivered to flight stores or spacecraft integration shall be performed to ensure that each item conforms to requirements. Quality assurance personnel shall review open documentation for completeness to ensure that work sequences have been satisfactorily completed and that all nonconformances have been resolved. Accepted items shall be identified and appropriately controlled and protected prior to release for storage or shipment. After completion of final tests and inspections, any replacement of parts, rework, or other modification of the hardware configuration shall necessitate a reinspection and retest to the extent determined necessary by the REA and cognizant quality assurance personnel and the customer. 3.5.3 SUBSYSTEM/VEHICLE ASSEMBLY INSPECTION AND RECORDS Quality assurance or certified personnel shall perform in-process inspections during structural buildup, integration, unit installation, and test. Inspection milestones shall include pre- and post-test inspections for each environmental exposure. Final acceptance inspection shall be performed following the test program to confirm compliance with requirements and specifications. Hughes shall prepare and maintain records (logs) during the integration and test program. These records shall comprise at least the following documentation: 1. Configuration Summary--An installation and removal log used to record the installation and removal history of control items on the spacecraft. Each entry shall include the subsystem or assembly identification, serial number, flight weight, and location. 2. Systems Test Log--A chronological record of the test history maintained by the spacecraft manager. 3. Mate/Demate Log--A record of connector mate/demate operations during spacecraft integration and tests. 4. Parameter measurements--Test data recorded during spacecraft test program. 5. Planning documentation--Records that identify the assembly and inspection operations performed, including approved repairs and modifications and the "as-built" configuration. 3.5.4 TEST PARTICIPATION Control item (unit) acceptance tests shall be conducted in accordance with an approved test procedure to determine functional compliance. Subsystem and spacecraft level tests shall be performed in accordance with the approved test plan and its associated detailed test procedures. Test procedures shall indicate the parameters to be tested, the equipment to be used, the environment in which the test is to be conducted, and the acceptance criteria. Recorded test data and/or computer reduced data shall become part of the required documentation for record retention and shall constitute evidence of conformance to requirements. Test area surveillance shall be imposed at all levels of qualification and acceptance testing as a minimum. The test area surveillance activity shall be accomplished by auditing test operations in progress to ensure that 1. Items are properly identified and handled. 2. Test procedures are available and being followed. 3-6 222 3. Test equipment is calibrated. 4. Test data and discrepancies are recorded. 5. Failure reports are initiated, if failures occur. 6. Test results are within the specified limits. On an audit basis, this effort, in conjunction with other quality assurance activities, shall be of sufficient scope to ensure that delivered flight articles conform to requirements. 3.6 NONCONFORMING ARTICLE AND MATERIAL CONTROL 3.6.1 MATERIAL REVIEW ACTION AND CONTROL The identity and inspection status of all nonconforming items shall be documented on the appropriate quality history record or process anomaly report at the point of discovery. The purpose of material review action shall be to disposition nonconformances. Material review action shall determine whether the departure is due to hardware or documentation discrepancies. All review and closure actions shall be documented in accordance with existing Contractor quality assurance practices. Material review actions shall be final, requiring no further action. Items dispositioned as acceptable shall be processed thereafter as conforming items. The material review members and allowable dispositions shall be those cited in Table 3-1. Quality assurance personnel shall maintain a list of quality and engineering representatives authorized to perform material review actions. This list shall be available in all program areas that support material review actions. Members may call upon other Hughes personnel, such as reliability, stress, and thermal personnel, to act in an advisory capacity. The system shall ensure that all nonconformances detected by Hughes and/or its subcontractor are fully documented. Program related process anomaly reports entered into the Hughes electronic database shall be accessible by the customer for review. Nonconformance reports submitted for formal MRB action shall be provided to the customer when raised. 3.6.1.1 PRELIMINARY REVIEW An initial review is conducted upon the discovery of a nonconformance. Workmanship errors and minor out of tolerance situations which can be reworked to specification conditions are dispositioned by authorized personnel through this preliminary review process. Preliminary review nonconformances are processed by any material review activity (MRA) certified personnel. Engineering and/or manufacturing input may be solicited for this action. During preliminary review, it shall be determined whether 1) a nonconforming item can be made to conform by rework or standard repair, if such has been previously authorized by the Material Review Board (MRB); 2) the item should be scrapped (low cost items only); or 3) the item must be submitted for higher level material review action. 3.6.1.2 ENGINEERING DISPOSITION Any discrepancy, deficiency, or defect in fabricated piece parts below the assembly level (including microwave integrated circuit [MIC] carriers, substrates, and modules) may be dispositioned by engineering disposition. This is a material review action performed by engineering personnel responsible for the nonconforming item. The responsible engineer shall determine the disposition from both an engineering and a quality point of view, and may solicit the advice of other expert personnel. Nonconformance dispositions shall be documented on the 3-7 223 appropriate records/traveler for the item(s). Quality assurance personnel shall conduct regular audits to ensure that appropriate dispositions are made. 3.6.1.3 ENGINEERING REVIEW Engineering review action shall apply to all nonconformances not dispositioned by preliminary review, engineering disposition, or MRB action. It shall be performed jointly by the responsible quality assurance and engineering personnel who shall determine the acceptability of nonconforming items submitted for review. The responsible engineer shall document and justify the disposition. The quality assurance representative shall signify concurrence with the disposition on the material review documentation. 3.6.1.4 MATERIAL REVIEW BOARD A formal MRB shall be established to review and disposition nonconforming material or hardware which cannot be dispositioned under lower level material review authority. The MRB consists of representatives from quality assurance, engineering, Customer representatives and/or program product assurance. The quality assurance member of the MRB shall pursue all nonconforming material actions until disposition and closeout are complete. MRB action shall be required for the following: 1. Any nonconforming item referred to the MRB for final disposition (as any may be). 2. Any item found discrepant after its integration into the spacecraft structure (subsystem integration) when the disposition is use-as-is, repair, downgrade, or scrap. 3. Initial review and approval of standard repair instructions (SRIs). 3.6.2 NONCONFORMANCE DEFINITIONS AND CLASSIFICATIONS The following terms, definitions, and classifications shall apply: 1. Nonconforming material--Any item, part, or product with one or more characteristics that depart from the requirements of the contract, specification, drawing, or other approved product description. Functional nonconformances must be processed through the failure reporting system. 2. Minor nonconformance--A departure from the requirements specified in the approved product description that does not adversely affect contractual spacecraft performance. Material nonconformances are processed through material review action. 3. Major nonconformance--A departure from contractual spacecraft performance that cannot be eliminated by authorized material review actions or reduced to a minor nonconformance by repair. Major nonconformances are processed by submitting a request for deviation/waiver to the Customer for approval. 3.6.3 CORRECTIVE ACTION Quality assurance personnel shall ensure that prompt action is taken to resolve nonconformances. Nonconformance documentation shall include cause and corrective action, when it is beneficial to the program. Defect data from manufacturing records compiled into a database shall be used to determine quality trends and the need for corrective action. Causes and recommended corrective actions shall be investigated by corrective action boards (CABs). Nonconformance data shall be reviewed for trends, corrective action assignments shall be made, and follow-up actions shall be taken. Management shall be kept informed of progress and completion of corrective action assignments through regularly published reports. Corrective action is taken in accordance with Hughes policy as defined in the quality assurance procedures. 3-8 224 Action taken to correct minor nonconformances shall not be required unless such action is beneficial to the program. It shall not normally be taken if: 1. The operation is monitored and discrepancies do not exceed the established limits. 2. A discrepant item/operation has been discontinued or modified because of a design change. 3. Items are no longer being manufactured. 4. An assignable cause cannot be determined. 3.6.4 SUBCONTRACTOR MATERIAL REVIEW Hughes may delegate limited material review authority to selected subcontractors of complex articles. Subcontractors considered for material review authority shall be required to submit written plans for material review to Hughes for approval prior to implementation. Material review requirements for documentation, segregation, review, corrective action, and reporting need not be identical but shall be consistent with those described in this plan. 3.6.5 DATABASE Hughes shall establish and maintain a database of failures and inspection nonconformances occurring at the unit and subsystem levels. The database shall serve as an effective means of retrieval of data to support status reporting, trend analysis, failure assessments, and the effectiveness of the nonconformance material control operation. 3.7 MEASUREMENT PROCESSES AND CALIBRATION 3.7.1 BASIC SYSTEM Hughes' approved and documented metrology system shall be used to control measurement processes. This system provides for the selection, approval, calibration, maintenance, and control of inspection and test measuring equipment in accordance with ANSI/NCSL Z540-1. Hughes shall be responsible for maintaining the required calibration and measurement standards and for providing traceability to approved primary or secondary reference standards. Inspection and test measuring equipment used to establish acceptance of flight articles through quantitative measurements shall be periodically calibrated in a manner that ensures conformance to requirements. Local control points within each operations shall maintain a mandatory recall system that ensures adequate periodic calibration of equipment. The recall system shall provide adequate follow-up for reporting and/or servicing of delinquent items. 3.7.2 CALIBRATION CONTROLS Unique labels or codes that identify and cite the last and the next calibration dates shall be affixed to measuring and test equipment. Intervals for calibration shall depend on use, accuracy, type, and other conditions that affect measurement control. Calibration intervals shall be established for each model or type of equipment. Items not used for quantitative measurements shall not require calibration or indication of calibration status. When a piece of equipment's accuracy is verified by another piece of equipment that is fully calibrated, an NCR (no calibration required) sticker shall be used in its identification. 3-9 225 If the calibration period of an article of test equipment has expired, a limited extension of its period may be authorized by the cognizant quality assurance organization. 3.7.3 REMEDIAL AND PREVENTIVE ACTION A data feedback system shall be employed to advise the using activity and responsible quality organizations when test equipment is determined to be risk defective (marginal or inaccurate) at the time of periodic calibration. Engineering personnel shall determine whether such measuring and test equipment has affected the quality of measurements and initiate appropriate corrective action. Quality assurance personnel shall conduct audits to verify that measuring and test equipment is calibrated and properly maintained. 3.7.4 SUBCONTRACTOR CONTROLS The requirements for measuring and inspection equipment control shall be implemented through the quality requirements invoked in procurement, quality, or engineering documents. Such requirements shall be consistent with the requirements of this plan. 3.8 HISTORY RECORDS AND TRACEABILITY 3.8.1 HISTORY RECORDS The following records establish the procurement, manufacturing, inspection, and test histories for flight articles and provide the historical documentation for each item: 1. Procurement packages. 2. Material certifications. 3. Fabrication quality records. 4. Kit requisitions with traceability data. 5. Quality control history records. 6. Manufacturing and assembly planning documents. 7. Drawings. 8. Inspection and test documents. 9. Test data sheets. 10. Material review actions/deviations/waivers. 11. Test anomaly reports/process anomaly. 12. Configuration summary lists. Documentation accompanying flight hardware shall indicate the inspection status. The results of inspections and tests, discrepancies, statements of rework accomplished, and the acceptance of operations shall be entered on the quality history records and authenticated by the appropriate inspection stamp, test stamp, or signature. History records shall be maintained by Hughes to support internal selloff and spacecraft selloff to the customer. 3.8.2 PHOTOGRAPHS Closeout photographs shall be taken as required of assemblies and units in their final configuration prior to installation of covers. 3-10 226 3.8.3 TRACEABILITY Hughes' traceability system shall ensure the capability to correlate historical records during procurement, assembly, and test. It shall permit the tracing of the quality histories of assemblies, components, and parts to the procurement document and shall provide for 1) cross-referencing of traceability information to assembly documentation and 2) the storage of the accumulated history and data. All flight electronic piece parts shall be traceable to the date code and manufacturer's inspection lot. Carbon composition resistors from Allen-Bradley and mechanical feed-throughs are traceable only to the supplier. Die, packages, and substrates used in custom hybrids and MIC modules shall be traceable to their production lot. Materials used in the hardware shall be traceable to manufacturer and batch number or lot number. Standard hardware, such as nuts, screws, washers, etc, procured to military standards need not be traceable. The traceability system shall use Hughes assigned traceability numbers. Quality assurance shall be responsible for ensuring initial traceability of parts and materials so that configuration status can be related to source data. Quality assurance personnel shall be responsible for auditing the traceability system to ensure that hardware configuration and quality history are maintained during the manufacturing and test cycle. 3.9 STAMP CONTROLS Hughes' standard system shall be used to control inspection stamps or signatures used to signify acceptance of flight items or documentation. These controls include the issuance, maintenance, and recall of inspection stamps to qualified personnel authorized to use them within the product quality assurance functions. Stamp possession shall be verified periodically by cognizant quality assurance management personnel. Signature authority shall be identifiable through published lists released through the authorizing quality organization. 3.10 SAMPLING PLANS, STATISTICAL PLANNING, AND ANALYSIS Hughes' sampling plans shall be used when inspections or tests are destructive or when inherent characteristics or noncritical application indicate that a reduction in inspection or testing can be achieved. ANSI/ASQC Z1.4 shall be used as applicable. The degree and quantity of required inspections and tests shall be determined by review and analysis of previous inspection and test results. Rejected lots and resubmitted lots shall be screened/re-inspected at a sampling level that is higher than that prescribed by the original plan. 3.11 HANDLING AND SHIPPING 3.11.1 HANDLING Engineering drawings, procedures, and program instructions shall define requirements for the preservation, packaging, handling, storage, and shipping of articles and materials. These requirements shall be incorporated in work authorizations, planning documents, operating procedures, and engineering drawings. Fabricated parts and subassemblies shall be placed in kits, containers, or protective bags. Units shall remain in their protective containers until installation. Adequacy of the packaging, handling, and storage shall be audited by quality assurance personnel. 3-11 227 3.11.2 SHIPPING Articles shipped shall be accompanied by technical and shipping documents required by the contract. Items shipped shall be subject to Hughes' final packaging and shipping inspection requirements. The spacecraft shall be packaged in containers that protect the hardware during shipment to the launch site. 3.11.3 TRANSPORTATION The Spacecraft quality assurance representative shall monitor the spacecraft packaging process and perform inspections to ensure that the spacecraft is packaged in accordance with the applicable packaging and handling procedures. As part of this process, these people shall ensure that all environment control equipment and monitors are in place and functioning. Spacecraft shall be safely instrumented, packaged for shipment, handled, transported, and checked in-route in accordance with the provisions of Hughes' standard spacecraft transportation plan. 3.12 SOFTWARE QUALITY ASSURANCE The following software development and control procedures shall be implemented by the responsible task managers through Software Quality Assurance (SQA) personnel: 1. A SQA program plan addressing the mechanism of verification and validation of software requirements in the deliverable products, as well as the in-process evaluations and other SQA tasks. 2. A mechanism to assure that applicable software quality requirements are flowed down to subcontractors. 3. A review of software documentation for adherence to engineering requirements from a quality perspective. 4. A review of the software configuration management system to ensure proper management of changes to software and its related technical documentation. 5. A review of software test plans, procedures, and instructions, and witnessing the subsequent testing process itself for compliance to contractual requirements. 6. A verification that contract qualification requirements are performed in accordance with the previous phase's specifications, including certification of the validation process via documented objective evidence. The procedure shall include a method for verifying the product in terms of storage, handling, packing, marking, and delivery, to prevent damage, loss, deterioration, degradation, or substitution of the product. 7. A SQA documentation system to record objective evidence and traceability trail to SQA activities. 8. A software corrective action and trend analysis program to span the breath of the software life cycle process, where the findings and concerns are documented and corrective action taken to avoid repetitive failures. Hughes shall prepare and submit a software quality plan applicable to all firmware and deliverable software for customer approval. This plan shall identify the tasks to be performed, systems, and procedures to be used, and quality assurance evaluation methodology to be employed throughout the firmware and software development and test process. Configuration control of firmware and deliverable software shall be maintained after the baseline configuration is established. 3-12 228 3.13 LAUNCH SITE ACTIVITIES The Spacecraft quality assurance representatives shall be present at the launch site to monitor all launch site activities to ensure that product assurance and quality assurance requirements are complied with throughout this period. These quality assurance representatives shall be a key member of the launch team and attend coordination and planning meetings throughout the launch campaign. These quality assurance representatives shall maintain the required quality records and perform the necessary inspections and surveillance during receipt, test, final assembly, and installation of the spacecraft onto the launch vehicle. Spacecraft storage and assembly areas, equipment calibration, and adherence to safety and cleanliness procedures shall be monitored. The quality assurance representative shall also be responsible for conducting failure and material review activities at the launch site, coordinating the activities with the program product assurance manager, and for interfacing with the customer launch site representative on quality related issues. [FLOW CHART] FIGURE 3-1. QUALITY ASSURANCE INTERFACES 3-13 229 TABLE 3-1, FLIGHT HARDWARE MATERIAL REVIEW AUTHORITY
- ------------------------------------------------------------------------------------------------------------------------ Function Members Disposition - ------------------------------------------------------------------------------------------------------------------------ Preliminary Quality Rework/complete to drawing or specification requirements (i.e., review Assurance resolder, replace, rewire) Low cost scrap Authorized standard repair Submit to engineering review or Material Review Board Engineering Engineering Use as is--minor nonconformances disposition Rework/complete to drawing or specification requirements (i.e., resolder, replace, rewire) Scrap--unfit for use or uneconomically repairable Return to supplier Authorized standard repair Submit to engineering review or Material Review Downgrade to nonflight Engineering Quality Rework/complete to engineering drawing and specification review Assurance requirements Engineering Return to supplier Downgrade to nonflight Rework to Material Review Board approved repair instructions Use as is--minor nonconformances Scrap--obviously unfit for use or uneconomically repairable Submit to Material Review Board Material Review Quality Rework/complete to engineering drawing and specification Board Assurance requirements Engineering Return to supplier Program Product Repair (includes initial approval of standard repair) Assurance Use as is (includes dropped or stressed hardware) Customer Upgrade to flight status Downgrade to nonflight Scrap--hardware declared unfit to use Submit to the customer for deviation or waiver approval - ------------------------------------------------------------------------------------------------------------------------
3-14 230 4. RELIABILITY ENGINEERING 4.1 BASIC PROVISIONS Hughes shall conduct a program of reliability engineering activities that ensures that the reliability requirements of the satellite technical specification are met during all program phases. The baseline analysis documentation for existing designs shall be those provided to the customer as Exhibit A deliverables. The activity during the design and development process of new and modified designs shall consist primarily of determining hardware reliability and lifetime characteristics by performing analyses of these designs, participating in design reviews, and updating spacecraft reliability assessments. Existing analyses shall be reviewed to the extent necessary to assure that the impact of the modifications being implemented do not invalidate the conditions of these heritage analyses. Activity during the flight hardware manufacturing phase shall consist primarily of identifying, analyzing, reporting, and correcting failures. 4.2 FUNCTION ADMINISTRATION 4.2.1 RESPONSIBILITIES Reliability engineering specialists assigned to the program and reporting to the program product assurance manager shall be responsible for ensuring that reliability disciplines are effectively applied in the design, manufacturing, and test activities. Completion of reliability assessment tasks shall be a joint responsibility of the assigned reliability engineering specialists and responsible engineering personnel. Reliability engineering specialists shall perform subsystem and system level analyses. They shall provide expertise in methodology and documentation of unit level reliability assessments. Responsibility for performing program reliability engineering tasks shall be distributed as shown in Table 4-1. The program reliability engineer shall maintain cognizance of the status of the reliability assessment program by convening and attending meetings at which reports are given by the reliability specialists. These specialists shall work in concert with the program product assurance manager to maintain contact with customer consultants and to satisfy contractual requirements pertaining to the failure reporting system. 4.2.2 TASKS Reliability engineering specialists assigned to the program product assurance manager, working in close coordination with the responsible engineering activities, shall be responsible for: 1. Preparing requirements for and assisting responsible engineering design activities with system, subsystem, unit, and component level reliability tasks. 2. Establishing reliability models, apportionments, and assessments of reliability with recommendations for design improvements. 3. Supporting engineering evaluation and documentation of parts application derating and failure modes, effects, and criticality analysis of hardware. 4. Participating in design reviews. 5. Ensuring that failures occurring during the hardware test program are adequately documented, analyzed, evaluated, reported, and presented to the program Failure Review Board (FRB) for closure. 6. Defining reliability requirements for procurement specifications, statements of work, and other subcontractor documentation. 7. Maintaining a direct interface with the program product assurance manager to ensure compliance with program requirements. 4-1 231 4.3 RELIABILITY ASSESSMENTS 4.3.1 SPACECRAFT DESIGN RELIABILITY Assessments of the reliability of existing designs shall be based, to the extent possible, on existing documentation to preclude duplication of analyses and reporting efforts. These existing analyses shall be reviewed by the assigned reliability engineering personnel to verify that the environmental and electrical stress conditions cited in them continue to be valid for the program. This reliability assessment data shall be summarized at the appropriate design review. Equipment that has previously been qualified, but which requires significant design modification to meet program requirements, shall be analyzed in sufficient detail to ensure that 1. The new or significantly modified design is executed in accordance with the current design requirements. 2. The design modifications do not introduce overstress conditions or failure modes in the unmodified portions of the equipment. The reliability assessments for new hardware shall be performed and documented to ensure conformance to the requirements cited herein. Reliability analyses shall be made during the design and development program as necessary to identify potential problem areas and to support tradeoff analyses; to evaluate alternative design approaches; and to assess the reliability margin and confidence in achieving the system reliability requirements. Reliability assessments and evaluations shall be presented at appropriate design reviews to confirm compliance with requirements. 4.3.1.1 REQUIREMENTS The spacecraft design shall meet the reliability and lifetime requirements specified in the system performance specification. 4.3.1.2 APPORTIONMENT The reliability requirement shall be apportioned to each unit and subsystem to establish target reliability values. The reliability apportionment, when compared to predicted reliability, shall be used to measure achievement of the reliability objective. 4.3.2 ANALYSES Reliability analyses shall be performed concurrent with the design process to provide analytical evidence of spacecraft design compliance with the specified reliability requirements. Reliability predictions shall employ parts count, temperature estimate, and derating methods using mathematical models for the equipment under consideration derived from the mission success criteria. The mathematical treatment utilized in the reliability analyses shall be presented in sufficient detail to make the analysis techniques clear. Initial reliability predictions for equipment with new or significantly modified designs shall be based upon complexity, operational and functional considerations, and parts count data, using the best available stress and temperature estimates to establish part failure rates. Such factors as redundancy and duty cycles shall be considered. The probability that the system will operate within specified limits at given points in time shall be computed for the mission profile. A final reliability prediction shall be made when the equipment design is firm and sufficient data are available to enable a comprehensive assessment of the design reliability to be made. The final reliability analyses shall consider electrical stress deratings, predicted operating temperatures, redundancy, and equipment operating cycles. Each reliability analysis shall include 4-2 232 a statement of the mission success criteria, equipment duty cycles, stress analyses, mission times or cycles, and environmental factors considered. Existing reliability analysis results shall be utilized when appropriate. 4.3.2.1 FAILURE RATES The failure rate data used, as well as the applicable environmental and application stress factors, shall be based on the mutually agreed revision of MIL-HDBK-217 for parts contained in the authorized parts list. Where experience has indicated that modification of MIL-HDBK-217 failure rates for satellite applications is appropriate, such modified failure rates shall be incorporated in applicable engineering procedures. Parts or items for which representative failure rates are not listed shall be taken from the best available source of data and justified in the analyses documentation. Historical failure data relevant to the spacecraft design shall be made available to the customer product assurance representative for on-site review upon request. Failure rates and source data other than MIL-HDBK-217 shall be subject to customer review and concurrence. Failure rates assigned to ASICs and MCMs also require customer concurrence. Failure rates used for supplier equipments shall be based upon approved source data which shall be consistent with the data used throughout the spacecraft design evaluation process. Parts in an "on" state shall be considered to exhibit an "active" failure rate; parts in an "off" state shall be considered to exhibit a "dormant" failure rate. Dormant adjustment factors shall be generally specified as 10% of active failure rates. Failure rate data shall be included in the reliability documentation. 4.3.2.2 ANALYSIS RESULTS Reliability shall present the spacecraft reliability assessment at system PDR and CDR. Assessments for new and modified designs shall be presented at the unit level PDR and CDR. The System PDR data package shall include results from existing designs and preliminary results for new designs. Reliability shall update the PDR data package and provide the final detailed results on new designs, and modified designs at CDR. 4.3.3 PART APPLICATION DERATING Part application derating requirements are those defined for specific part types and stress levels in Contractor's engineering derating policy for parts applied under "preferred" and "acceptable" regions of temperature and electrical stresses. Part application in areas of high reliability risk are identified in the policy as "restricted" regions. The implementation of this derating policy in the design process shall be monitored by the program reliability engineering specialists. Parts application derating analyses shall be prepared for new and significantly modified designs to indicate actual stress and the relative derating of each part. This analysis shall establish that the required steady state derating levels of applied voltage, current, temperature, and power dissipation have not been exceeded. The results of steady state stress derating analyses shall be used as an input for the final reliability predictions. Worst case transient conditions shall be considered in the derating analyses to ensure that no part is overstressed. Undervoltage-overvoltage conditions during ground testing shall be included in stress analyses to ensure design adequacy. The use of parts in "approval required" regions shall require review and approval by the program Parts and Materials Control Board (PMPCB). Justification for approval shall include verification that reliability is not compromised and that the part is not overstressed in either steady state or transient operation. The unit engineer shall be required to reduce the application stress by appropriate redesign or by choice of an alternative part for those exceptions not approved by the PMPCB. The parts derating criteria shall be available to the customer for on-site review. Deviations from derating criteria shall be submitted to the program PMPCB. 4-3 233 Parts derating and stress analyses need not be conducted on any electronic equipment that has been previously designed and qualified to environments and stress levels compliant with the requirements for this mission. Evidence of adequate design derating margin shall be derived from existing derating analysis documentation and subsequent unit modification data. It shall be verified by the assigned reliability engineering specialist. The parts derating criteria shall be available for on-site review by Customer representatives, upon request. The criteria shall be consistent with the requirements of MIL-STD-1547. Any deviations from this requirement shall be identified and submitted to the customer for review. Exceptions to the derating policy shall be identified, documented and submitted to the customer product assurance representative for approval. 4.3.4 FAILURE MODES, EFFECTS, AND CRITICALITY ANALYSIS Failure modes, effects, and criticality analyses (FMECAs) shall be conducted to evaluate the spacecraft bus and payload designs in conjunction with design reviews. The primary function of these analyses shall be to identify critical failure modes in the design and mitigate the susceptibility of the spacecraft to such failures or their effects. A significant further function shall be to identify, document, and eliminate single point failures insofar as is practical. All single point failures identified in the FMECA shall be listed as part of the critical items list. FMECAs shall be updated prior to each design review to reflect latest design changes or available data. When major design changes after the system CDR are determined to significantly affect system FMECA data, the FMECA shall be revised to show the latest design assessment. The FMECAs shall establish functional unit level failure modes. The FMECAs shall be performed to the unit interface level or when necessary down to internal redundancy. Details of single point failures, catastrophic failures, and failures that will result in degraded performance and outages shall be identified. The FMECAs shall also include a study of circuit elements sensitive to single event upsets and possible effects on spacecraft performance. The impact upon performance of the propagation of failure modes through units, subsystems, and interfaces shall be assessed. The system level FMECA shall consider also the effects of various subsystem failure modes on the performance of the system and on mission success and the incorporation of fault isolation provisions where they may be appropriate. 4.3.5 SINGLE POINT FAILURES The FMECAs shall identify single point failures in the design at the unit and higher levels of assembly. A single point failure shall be defined as the failure of any nonredundant single element that causes failure of the spacecraft mission. The spacecraft shall be designed such that the total probability of occurrence of single point failures during the spacecraft mission is minimized. The implementation of redundancy shall be considered when a function is deemed critical or when a single point failure mode exists that cannot be practically eliminated within the design and performance constraints. Each identified single point failure shall be included in a list, along with supporting rationale, and presented at design reviews. The baseline lists shall be Tables 11, 12 and 13 of the Systems Reliability Analysis Report, RA80447-H00-001, dated June 1999. 4.3.6 WEAROUT ANALYSIS The reliability analyses shall include an evaluation of designs subject to degradation or wearout. Where possible, the life dependent mechanism(s) shall be identified, and test data shall be used to determine margin for achievement of the mission lifetime requirements. The evaluation shall also consider such factors as deterioration mechanisms, outgassing of materials, processing, storage, and aging effects. Operational limitations and controls or methods used in the design and manufacture of the hardware to preclude degradation during the mission shall be considered. 4-4 234 The baseline list shall be Table 14 of the Systems Reliability Analysis Report, RA80447-H00-001, dated June 1999. 4.3.7 WORST CASE ANALYSIS A worst case analysis shall be performed at the unit level to determine critical parameter performance effects due to tolerance, aging, electrostatic discharge (ESD) effects, temperature, and radiation exposure under worst case parameter limits. Standard Contractor's Engineering Procedures for performance of worst case analysis shall be invoked on electronic equipment. The worst case analysis shall consider the adequacy of the performance margins in electronic circuits, optics, and mechanical and electromechanical items, and shall assess the adequacy of stress derating of the design as applicable. Critical parameters to be considered in the analysis shall be identified by the responsible engineering activity (REA). Parameters shall be set at worst case limits and worst case environmental stresses for the parameter or operation being evaluated. These analyses may be demonstrated analytically, through engineering designated tests, or through a combination thereof. Worst case analyses shall be developed for new units as part of the design process and the required design review documentation. Maximum operating stresses shall be based on worst case environment and parameter variations with operating modes and bus extremes, including transient conditions such as post-eclipse, turn-on, and turn-off. As part of the worst case analysis, the possible effects of soft errors (upsets) in digital logic devices shall be evaluated and methods identified for the prevention of occurrence. 4.3.8 CRITICAL ITEMS LIST The baseline list shall be Table 15 of the Systems Reliability Analysis Report, RA80447-H00-001, dated June 1999. This list shall be the baseline reference for monitoring the status and progress of each critical item identified. Controls for procuring, manufacturing, inspecting, testing, and handling critical items shall be specified in the specifications and procedures concerning such items. Critical items identification shall be a task of the spacecraft reliability analysis prescribed by Section 4.3.1 of this plan. New Items determined by such analysis to be 1) nonredundant major elements or items with single point failures; 2) major items not previously qualified; 3) life limited items shall be considered critical items; or 4) process sensitive items. Other items which, during the progress of the program, are found to be of significant risk, shall be added to the list. Items that, as a result of design change or for other reason, are no longer considered critical may be deleted from the list. A critical items data file shall be maintained by reliability engineering specialists and made available for review. 4.4 FAILURE REPORTING AND CORRECTIVE ACTION 4.4.1 BASIC PROVISIONS Customer product assurance representatives or their designated alternates shall be notified of functional failures that occur in qualification and acceptance testing of equipment at the unit, subsystem, or system level within 24 hours of the receipt by a Hughes program PA failure control point of notice of such failure. Notification shall be effected through e-mail and/or through submittal of a copy of the initial report. 4-5 235 A formal, controlled failure reporting, analysis, and corrective action system shall be implemented. This system shall be designed to maximize product reliability and quality through effective analysis and feedback of failure data during the test program. The program product assurance manager shall be responsible for the failure activities, including overseeing the functioning system as defined herein to ensure that failure reporting is compliant with the provisions of this plan. Overall responsibility for implementing the system rests with the reliability engineer. The failure reporting task is performed as a joint activity between the program assigned reliability specialists and the cognizant engineering activities. The basic failure management system is illustrated in Figure 4-1. The program product assurance manager shall provide for the coordination of the failure reporting activities, including overseeing the functioning system to ensure that: 1) Failures are correctly documented and analyzed. 2) Failures are adequately reviewed and proper corrective action is taken. 3) Failures are closed by Failure Review Board (FRB) action. 4) Failure data are disseminated to responsible personnel by the program office. 5) Failure trends are identified. Test anomaly reports shall be required on failures that occur during unit, subsystem, or spacecraft level qualification, protoflight, or flight acceptance testing and on-orbit satellite anomaly. A formal review of each failure shall be conducted by a program established FRB. Reporting and reviewing failures shall be consistent with Contractor established policies and instructions. Verified failures shall be subjected to analysis to determine cause, mechanisms, and corrective action. Failures attributed to hi-rel parts shall be reported at any level of test and copies of reports provided to the customer. The customer shall be invited to participate in the FRBs which address failure of hi-rel parts. 4.4.2 FAILURE DEFINITION AND DOCUMENTATION A failure shall be defined as the occurrence of anomalous performance resulting from any condition causing the article of equipment under test to deviate from the performance specified as acceptable by the satellite system specification and/or the applicable test procedure. All failures shall be documented in a report containing at least the following information: 1. The name of the program on which the failure occurred and the number of the contract under which work on that program is conducted. 2. The date of failure occurrence, the test phase during which the article under test failed, and the environment in which the test was being conducted. 3. The symptoms by which the failure was identified (the conditions observed as opposed to those expected). 4. The identity, in terms of part name, part number, and part serial number, of the failed item. 5. The results of the failure analyses conducted and the nature of the rework/retest action taken in response. 6. The part number, date code, part type, and reference designator of any high reliability part removed as a result of the failure. 7. An indication of whether the failure of the part or item in question constitutes a primary or a secondary failure. 8. The identified cause of the failure; the data and reasoning that led to its identification as the cause; and the substance of the corrective action taken. 4.4.3 FAILURE ANALYSIS 4-6 236 Failure analysis is initiated at the site of failure, and considers physical conditions prior to failure, sequence of the test being performed, and symptoms at the time of failure. Evaluation of each failure shall be documented in detail by engineering on the test anomaly report form, using continuation sheets and attachments as required. Detailed analyses of failed parts shall be performed when deemed necessary by the responsible engineer, the reliability engineering specialist, or the FRB. Part failure analyses results shall be submitted to the FRB as part of the failure closeout documentation. Any failure occurring after qualification of a given unit may justify revision of the design or fabrication/control procedures. Design modifications shall be incorporated into all flight units. Potential overstress of other components shall be considered as part of the failure investigation to ensure that no other items were damaged by the failure. Analysis results shall be included as part of the failure report documentation. Generic or lot related problems detected as a result of either part or material failure analyses performed on active contractor programs or when received through an industry alert bulletin, shall be disseminated via the contractor's alert bulletin system. These alerts shall be reviewed by appropriate contractor functions to verify and purge suspect items. Existing data processing systems shall be used to review and analyze failure data for trends and to determine when corrective action is required. Failure trend data shall be made available to the customer for review. 4.4.4 FAILURE REVIEW BOARD The contractor shall convene and conduct periodic FRB meetings to review reported failures and to determine actions to be taken to investigate, follow-up, and close out failures. The program product assurance manager or his designee shall chair the FRB. Other members shall include the responsible unit or subsystem engineer, system engineer, customer and reliability engineer. Specialist support shall be provided as necessary to adequately present and review the failures under consideration. A failure report shall be closed when the FRB has agreed to closure. As chairman, the program product assurance manager shall ensure that: 1. Failure reports are timely, accurate, and complete. 2. Open reports are reviewed regularly and closure plans are developed and executed. 3. Causes of failures are determined and proper analysis has been conducted. 4. Effective corrective action is being taken. 5. Each Test Anomaly report and failure analysis report is reviewed and accepted. 6. Closeout actions are completed. 4.4.5 SUBCONTRACTOR FAILURE REPORTING Selected subcontractors shall be required to implement a failure reporting system in support of the contractor's system. Subcontractor failure report forms may be used to report failures and corrective action when approved by the contractor. When failures occur during acceptance testing, the subcontractor shall be required to notify the contractor within 24 hours. An initial copy of a failure report, if not submitted as part of the 24 hour notification, must be submitted to the contractor within 5 working days after occurrence of failure. The documentation, investigation, analysis, and closeout of failures shall meet the same basic requirements as are prescribed for the contractor herein. Subcontractor failure reports and closeout actions shall be reviewed by the program FRB. 4-7 237 [FLOW CHART] FIGURE 4-1. FAILURE MANAGEMENT SYSTEM TABLE 4-1. RELIABILITY ENGINEERING TASK RESPONSIBILITIES
- ------------------------------------------------------------------------------------------------- Responsibility ---------------------------------------------------------- Task Primary Support - ------------------------------------------------------------------------------------------------- Reliability apportionment Reliability engineer System reliability analysis Reliability engineer Systems engineer Unit reliability analysis Reliability engineer Unit engineer Part application derating Unit engineer Reliability engineer Worst case analysis Unit engineer Reliability engineer Systems FMECA Reliability engineer System engineer Subsystem FMECA Subsystem engineer Reliability engineer Interface/unit FMECA Unit engineer Reliability engineer Single point failures Reliability engineer Unit/systems engineers Wearout analysis Unit engineer Reliability engineer Unit maintainability Unit engineer Reliability engineer - -------------------------------------------------------------------------------------------------
4-8 238 5. PARTS, MATERIALS, AND PROCESSES CONTROL 5.1 BASIC PROVISIONS Hughes shall establish and maintain on the program, a comprehensive program of activities for controlling the specification, selection, approval, application, qualification, screening, and acceptance of all parts, materials, and processes to be used in flight hardware. 5.2 FUNCTION ADMINISTRATION The program product assurance manager shall establish and maintain appropriate controls over all parts, materials, and processes used on the program. The required controls shall be implemented through the program Parts, Materials, and Processes Control Board (PMPCB), which shall be chaired by the program product assurance manager or his designee. This board shall approve or disapprove the use of all new parts, materials, and processes considered for use on the program. The PMPCB shall ensure compliance of all parts, materials, and processes with both technical and quality requirements and shall require maximum standardization with minimum use of nonstandard parts, materials, and processes. It shall also oversee the review of discrepancies that result from destructive physical analyses of part samples and determine actions to be taken, but may delegate routine dispositive actions to responsible personnel. PMPCB membership shall include the program product assurance manager, customer designated parts and materials engineers, a representative of logistics management, and the responsible engineering authority (REA). Technical specialists shall assist the PMPCB in the evaluation of new items and provide support in the selection, specification, and qualification of new parts, materials, and processes, as required. Approval by the PMPCB chairman of a part, material, or process shall constitute authority for its use in the flight hardware. 5.3 PROGRAM REQUIREMENTS 5.3.1 AUTHORIZED LISTS Product assurance shall maintain a program authorized parts list (APL) designated as ICO1 and the ICO authorized materials and processes list (AMPL) which identify those items approved by the PMPCB for use on the program. New items shall be placed on the appropriate list following PMPCB approval. The program APL shall reference for each part cited the latest approved version of the applicable procurement specification. The program AMPL, which shall be considered the baseline declared materials and processes list, shall similarly reference for each item the latest approved version of the applicable procurement specification. The program APL (ICO1) shall be used as the basis for parts selection and shall be submitted to the customer for review. Parts not contained in ICO1 shall be selected first from the Hughes Preferred Parts List (HSCPPL) and then from other sources and standards which conform the selection criteria of this plan. Subsequent changes shall be reviewed by the customer representative as part of the PMPCB activity. Minutes of the PMPCB will provide evidence of approved changes between issuance of updates. Revised and updated versions of the APL shall be made available to the customer for review as issued. 5.3.2 SELECTION Each design activity shall be responsible for selecting the parts, materials, and processes used in implementing the element of the spacecraft design over which it has cognizance. Its selection shall be based on demonstrated performance, including qualification and reliability histories and/or flight performance. Special emphasis shall be placed on the control of special parts and state-of- 5-1 239 the art parts and on control of critical processes, including metallurgical and chemical bonding, plating, and coating and surface treatment processes. All parts used in flight hardware shall have been either 1) qualified to Hughes specified space application requirements imposed on previous high reliability space programs or 2) approved by the PMPCB. Parts approved for use but having no history of use on space projects shall be considered nonstandard. The PMPCB shall maintain a list of all nonstandard parts used. This list shall include a qualification completion date and other data ensuring traceability. Requests for PMPCB approval to use nonstandard parts in flight hardware shall include technical justification for their use. Requests for the use of nonstandard parts that are approved by the PMPCB shall be available to the customer representative on site. All requests for the use of non-standard parts which do not conform to the selection, screening, and burn-in requirements of this plan shall be subject to approval by the customer parts representative. It shall be the responsibility of the cognizant engineering authority and the PMPCB to determine whether a particular need can be filled by an already approved item or whether a new item must be added to the list of those authorized for the program. Such decisions shall be made in the interest of minimizing the number of parts of different types used, ensuring the early determination of a need for parts evaluation and additional specifications, and providing the timely information required for procurement. HSC shall use S-level and other categories of parts, ensuring in all cases that end-item reliability and mission life requirements are satisfied. HSC shall select military specification parts from QPL/QML suppliers. Qualified microcircuits procured to MIL-PRF-38535 Class V or MIL-M-38510, Class S requirements and qualified semiconductors procured to MIL-PRF-19500 JAN S or MIL-S 19500, JAN S requirements may be used without additional screening and burn-in. Hybrids shall be procured to MIL-PRF-38534, Class K or equivalent, without additional screening. When qualified S-level microcircuits and semiconductors are not available, parts shall be procured and up-screened to S-level screening and burn-in requirements. Exceptions may be approved by the customer parts representative. The Hughes HSP parts specifications, quality level "S" or "H," implement appropriate high reliability screening, burn-in requirements which are also acceptable and preferred procurement standards. ASICs and hybrids shall be treated as non-standard parts and multi-chip modules (MCMs) as assemblies. The PMPCB shall review and approve the qualification, screening, burn-in, DPA, test, acceptance, and process control requirements of these non-standard items which shall be added to an appropriate section of the APL when approved. Parts shown on the summary parts lists (SPLs) for each assembly contained in the PDM system shall be considered the declared parts in the design and shall constitute the basic program declared parts list. The SPLs shall be used as the basic source for declared parts information and provided to the customer for review prior to the design reviews. Space quality level passive parts (Class S) and established reliability (ER) military specification parts (QPL listed) qualified to the lowest available failure rate, R or S, are acceptable and preferred. QPL listed JANTXV diodes of double slug construction may be used when upscreened to a procurement specification that specifies 100% upgrade screening tests to Class S requirements. These are considered as non-standard parts requiring PMPCB approval and customer concurrence. Electronic parts may be procured to the ESA SCC standards: SCCG Class B for active devices and SCCG Class C for passive devices as a minimum. ESA parts shall have a current qualified status and shall be referenced in the latest ESA QPL. Lot qualification testing shall be performed as required by the ESA specification system. 5-2 240 Materials and processes considered acceptable and preferred for use shall be those listed in the program AMPL. Any additional materials and processes required shall be selected from the following, in order of preference: 1. Established government and industry standards. 2. Hughes' basic materials and processes selection list. The list of materials authorized by the PMPCB shall be issued as the program AMPL. Requests for the inclusion of other materials and processes shall be submitted to the PMPCB by the responsible engineering authorities for review and approval. Parts, materials, and processes specified by the detailed engineering drawings and support documentation shall be entered on the appropriate list prior to their use in flight equipment. The program AMPL shall include items approved by Hughes for major subcontractors' use. 5.3.2.1 PROHIBITED MATERIALS The following materials shall be generally prohibited from use in mechanical or high reliability electronic devices: 1) Pure Tin plating used in electronic applications. 2) Cadmium and Zinc plating and Silver brazing alloys containing Cadmium and Zinc. 3) Brass containing Zinc used in a vacuum environment above 121 degrees C, unless plated with an approved material. Use on an application-specific, case-by-case basis, shall be allowed only with prior approval by the PMPCB. 5.3.3 PARTS AND MATERIALS APPLICATION REVIEW Hughes shall conduct a thorough application review to verify proper application of parts and materials in the system design. This requirement for parts shall be met by performing the part application derating analyses prescribed in Section 4 of this plan. Materials and processes application shall be in accordance with the best current practice in the space industry. Application review shall address corrosion prevention, structural adequacy and integrity, and minimum susceptibility to environmental factors prior to, during, and after launch. Materials and processes specialists shall support the design activities during design definition. This support shall include consultation in the selection and application of materials and processes, specification preparation and control, and testing of materials. The materials and processes selected shall be identified, and appropriate application notes included, on the detailed design drawings. Application review shall be accomplished by an audit of the design drawings by materials and processes specialists. Drawings shall be audited for designation and application of materials and processes and for compliance with the program AMPL. Results of the audit shall be documented and shall provide for correction of deficiencies or discrepancies noted. The status of all audits performed shall be reported to program management as part of the regular reporting activity. The PMPCB shall be notified of the results of materials and processes application review audits to ensure program requirements are met. 5.3.4 MATERIALS AND PROCESSES SPECIFICATIONS All materials and processes used shall be defined and controlled by engineering drawings, specifications, or standards. Hughes shall use government, industry, and internal specification systems, as appropriate. Hughes' materials and processes specifications shall specify 5-3 241 engineering requirements and quality assurance provisions, along with appropriate accept/reject criteria. All materials shall meet the stress corrosion cracking requirements as documented in MSFC-SPEC-522C for stress corrosion. All nonmetallic material used in the satellite shall be reviewed by the PMPCB for conformance to the outgassing requirements of ANSI/ASTM E595. 5.3.5 PARTS SPECIFICATIONS Electronic and electromechanical parts intended for use in flight hardware shall be procured to controlled specifications (Hughes/government/industry standards) or source control drawings. These specifications or drawings shall identify the parts; state the applicable physical, electrical, and environmental requirements; and note the quality assurance provisions controlling the manufacture and acceptance of the parts. 5.3.6 PARTS AND MATERIALS QUALIFICATION The PMPCB shall be responsible for ensuring that all parts and materials used in flight hardware are qualified. Those parts, materials, and processes qualified in the authorized lists for this program shall be considered qualified. A new part or material shall be considered qualified when sufficient evidence exists to show that it meets the requirements of its intended application. For new parts and materials for which adequate qualification data are not available, Hughes shall design and conduct qualification tests to confirm their ability to meet specified requirements. The cognizant engineering activity shall be responsible for developing, with the appropriate specialists, the qualification plans required. Requalification shall be conducted where necessary to ensure control over changes after initial qualification approval. One or more of the following methods, in combination, may be used to establish qualification: 1) Initial selection using applicable federal and military specifications from qualified lists 2) Previous spaceflight experience 3) Qualification by similarity to a qualified generic part or family 4) Test reports provided by the government, Hughes, a subcontractor, or other responsible agency 5) Supplier tests or certification 6) Qualification testing Qualification approval of new parts, materials, and processes shall include an evaluation of supporting data and testing of critical parameters where it is necessary to confirm the data. Final qualification approval of new materials and processes may be based upon successful completion of applicable unit and/or system level tests. The PMPCB shall review the basis for qualification of new items, determine the need for additional tests, and certify approval upon satisfactory completion of the qualification process. Plans for specific qualification tests shall be submitted to the PMPCB for review. A plan for qualification testing of new materials and processes determined to require testing to qualify for use on the program shall be submitted to the PMPCB. 5.3.7 PARTS AND MATERIALS TRANSFER Parts and material inventory transfers shall be reviewed by the PMPCB or its designee for compliance with requirements where the potential exists for a transfer to the program of parts that may not meet contract requirements. Parts and material from specific programs, designated by the board, that conform to program requirements may be transferred with approval of the 5-4 242 responsible engineering authority. Deviations from burn-in requirements may be granted on an individual basis when justified by appropriate data and approved by the PMPCB. The PMPCB shall establish a recertification program commensurate with the generic part type. Recertified parts which are found to not be within specified tolerances or which show a parameter drift variance such that use of such parts will jeopardize mission performance life shall not be used. Parts exceeding five years from date of manufacture to installation in equipment shall be considered for recertification by the PMPCB. The parts failure history, DPA history and industry alerts shall be reviewed and a recommendation made to the PMPCB. Concurrence with the recommendations by the Customer parts representative is required. Lot traceability of recertified parts shall be maintained. 5.4 PARTS SCREENING AND ACCEPTANCE 5.4.1 BASIC PROVISIONS Electrical and electromechanical parts shall be screened and accepted against the criteria contained in Hughes' procurement specifications. Parts screening requirements shall be those cited in Table 5-1. The tests and inspections specified may vary in accordance with the detailed requirements of the individual part type specifications. Parts screening and functional testing shall be performed on 100% of the parts as specified herein, either by the supplier or by another approved facility. Microwave assemblies on ceramic substrates which include sealed transistors or diodes shall not be considered parts and shall not be subjected to the tests of Table 5-1. All parts used in these assemblies shall, however, be subject to the screening tests cited for the applicable device in the table. Microwave assemblies utilizing chip components shall be subjected to appropriate screening tests as deemed necessary by the responsible engineer and PMPCB. 5.4.2 INTERNAL VISUAL INSPECTION A detailed internal visual inspection (pre-encapsulation) for contamination and construction anomalies shall be required for parts with hollow cavity type packages. For lidded devices such as microcircuits, the pre-encapsulation visual inspection shall be performed at a level of magnification that allows detection of such defects as inadequate bonds, smeared metallization, and particulate contamination. Devices such as glass diodes and sapphire lidded transistors shall be inspected following lidding, under the magnification needed to disclose internal contamination. 5.4.3 ENVIRONMENTAL SCREENING AND CONDITIONING Part screening and conditioning shall include the following tests, as applicable, to the specific part types listed in Table 5-1: 1) High temperature reverse bias--A high temperature reverse bias test shall be specified on selected transistors susceptible to surface leakage effects. Post-test measurements shall be performed, and parts exceeding the specified limits shall be rejected. Parameters shall be defined in the procurement specification and shall include leakage current. 2) High temperature storage--High temperature conditioning at the maximum specified storage temperature of the part shall be required for semiconductors and microcircuit devices. Temperature accelerated high temperature storage in accordance with military standard procedures may be used. 5-5 243 3) Temperature testing--Temperature cycling or thermal shock shall be specified as a prescreening test for detection of mechanical construction defects in parts. The number of cycles and temperature extremes shall be those specified in the applicable specification for each generic part type, as a minimum. 4) Acceleration--Acceleration in a direction perpendicular to the bond surface shall be required on semiconductors and microcircuits. The acceleration level selected shall be one ensuring adequate internal bonding. 5) Particle impact noise detection test--This test shall be applied as a parts screening test to detect the presence of loose particles in hollow, unpassivated, cavity type packages. It shall be performed either at the vendor's facility or at Hughes' during incoming inspection in accordance with Contractor approved procedures. It shall not be performed on part types that have transparent (sapphire) windows or which are susceptible to internal damage as a result of the test. Parts exhibiting anomalies during this test shall be rejected. 6) Seal test--A fine and gross leak test shall be performed on all hermetically sealed components to the applicable military standard. 7) X-ray inspection--X-ray inspection for defects shall be required on selected part types. Inspection shall be made with the assistance of image magnification, through photographic enlargement, projection, or examination through a microscope. X-ray testing shall not be performed on part types susceptible to damage (e.g., MOS devices). Visual examination may be substituted for X-ray when conditions allow inspection by this method (e.g., when glass diodes have been examined prior to painting, or when devices have transparent windows). 5.4.4 BURN-IN All electronic parts shall be subjected to the burn-in tests of Table 5-1 after the applicable prescreening tests. The minimum burn-in hours and stress conditions for each part type shall be as shown in the table. Parts specifications shall specify the lot acceptance criteria appropriate to each part type and the percent defectives allowable (PDA). Primary parameters (Group A) shall be measured by the supplier. Critical parameters shall be measured and recorded before burn-in and at completion of burn-in. Parameter readings shall be analyzed for conformance to specification limits, and performance stability shall be determined where applicable. Hughes may elect to extend the burn-in period to enhance the stability of parameters and the reliability of lots failing PDA. Deviations from these requirements may be granted on an individual basis when justified by appropriate data and approved by the PMPCB. Parts inventory transfers shall be reviewed by the PMPCB or its designee for compliance with Table 5-1 requirements; any exceptions shall require the approval of the program product assurance manager. 5.4.5 DESTRUCTIVE PHYSICAL ANALYSIS Hughes shall perform a lot sample construction analysis for those generic part families indicated in Table 5-1. Destructive physical analysis procedures shall define the methods of inspecting part design, construction, materials, and workmanship, and the accept/reject criteria. Samples shall be evaluated by external and internal examination to verify lot integrity and conformance to requirements. The degree of analysis performed shall be based on experience with the supplier and generic part type. Metallization integrity, bond strength, and die attach strength shall be confirmed on semiconductors and microcircuits. The specific types and sample sizes of parts requiring construction analysis shall be as defined in the program APL by the PMPCB. Anomalies and discrepancies noted during destructive physical analyses shall be reviewed and dispositioned by technical specialists designated by the PMPCB. Analyses results shall be made available to the customer for review, upon request. 5-6 244 5.4.6 RADIATION Parts shall be selected which can survive the radiation environment for the proposed system design and the specified mission time while still permitting the units in which they are installed to meet their performance specification. Lot acceptance radiation testing shall be required for parts which experience has shown to have significant lot-to-lot parameter variations due to radiation exposure. These parts shall be tested to ensure they meet the design criteria for the expected mission radiation level. Requirements to test these and other part types shall be identified by the PMPCB and specified in the program APL. Verification of the results of supplier conducted testing of radiation hardened parts may be substituted for the performance of lot acceptance radiation tests. 5.5 PM&P QUALIFICATION STATUS LIST The qualification status of electronic parts shall be identified in the program APL published by the program product assurance manager. The qualification status of new materials and processes shall be reported in the PMPCB minutes. 5.6 PARTS AND MATERIALS HANDLING AND STORAGE Parts and materials shall be handled and stored in accordance with requirements for a high reliability space program. Parts and materials for deliverable hardware shall be placed in program designated bonded stores or work-in-process stores. Appropriate packaging and electrostatic discharge control measures shall be taken to protect critical parts and materials during handling. Fabricated parts and subassemblies shall be placed in kits, containers, or protective bags. Completed units issued to the spacecraft shall remain in their protective containers until installation. The adequacy of the packaging, handling, and storage procedures and measures taken shall be confirmed by quality assurance audits. 5.7 PART QUALITY LEVELS FOR QUALIFICATION HARDWARE Qualification hardware shall use the same parts as flight equipment, except that the product assurance, part screening, and burn-in requirements may be relaxed. The minimum requirements implemented shall ensure that neither performance nor test results are compromised. Relief from specific requirements may be granted in the interest of facilitating the early acquisition of qualification test results. 5.8 SUBCONTRACTOR PMP PROGRAM CONTROL The parts, materials, and processes requirements defined herein shall be imposed by Hughes on its subcontractors. Off-the-shelf assemblies shall be reviewed to ensure acceptable parts and material selection. The program product assurance manager shall ensure that these requirements are implemented by his subcontractors through review of instructions, specifications, and statements of work referenced in procurement documents. Subcontractor parts, materials, and processes operations shall be reviewed and/or subject to audit to ensure compliance with subcontract requirements. 5-7 245 TABLE 5-1. HIGH RELIABILITY PARTS SCREENING MATRIX(1) (PAGE 1 OF 2)
- --------------------------------------------------------------------------------------- Thermal Particle Internal Shock/ Impact Visual Temperature Temperature Noise Type of Device Inspection Storage Cycling(7) Acceleration Test(5) - --------------------------------------------------------------------------------------- Semiconductors Diode(14) X X X X Transistors(12) X(10) X X X(3) X Active dies(21) Microwave + GaAs X(10) X X X X FET Integrated circuit X X X X X (digital linearizer + MMIC) ASIC X X Hybrids (standard) x X x X(4) x Capacitors (fixed) Ceramic x Glass(15) x Mica, high voltage Plastic (film) Solid tantalum x Nonsolid tantalum x Feedthrough x Chip (ceramic) x Chip (glass) x Temperature x compensating Filters, EMI x x Resistors Carbon composition Film x Wirewound, power x Wirewound, precise x - ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------- Destructive Minimum Burn-In, Seal Physical Typical Test Type of Device Tests X-ray Analysis(19) Conditions - ---------------------------------------------------------------------------------------------------------------- Semiconductors Diode(14) X X(2) X 240 hr, 100% rated power Transistors(12) X X(11) X 240 hr, 100% rated power Active dies(21) Microwave + GaAs X X(11) X 240 hr, 100% rated power FET Integrated circuit X X X 240 hr, 100% rated power (digital linearizer + MMIC) ASIC X X(20) 240 hr, +125 (degrees) C Hybrids (standard) X x X 240 hr, 100% rated power Capacitors (fixed) Ceramic x X 96 hr, 200% rated voltage, 125 (degrees) C Glass(15) X 50 hr, 150 Vdc, +85 (degrees) C Mica, high voltage x(6) 96 hr, 120% rated voltage, +85 (degrees) C Plastic (film) X 48 hr, 140% rated voltage, +85 (degrees) C Solid tantalum X x X 96 hr, 100% rated voltage, +85 (degrees) C Nonsolid tantalum X X 96 hr, 100% rated voltage, +85 (degrees) C Feedthrough x X 96 hr, 100% rated voltage, +85 (degrees) C Chip (ceramic) X 96 hr, 100% rated low voltage, +125 (degrees) C Chip (glass) 96 hr, 100% rated voltage, +125 (degrees) C Temperature X 96 hr, 200% rated voltage, compensating +85 (degrees) C Filters, EMI X x X 96 hr, rated voltage Resistors Carbon No testing required composition Film X(6) 96 hr, rated power, +125 (degrees) C Wirewound, power x 96 hr(8), rated power, +125 (degrees) C Wirewound, precise x 96 hr, rated power, +125 (degrees) C - -------------------------------------------------------------------------------------------------------------------
5-8 246 TABLE 5-1. HIGH RELIABILITY PARTS SCREENING MATRIX (PAGE 2 OF 2)
- ----------------------------------------------------------------------------------------------------------------- Thermal Particle Internal Shock/ Impact Visual Temperature Temperature Noise Type of Device Inspection Storage Cycling(7) Acceleration Test(5) - ----------------------------------------------------------------------------------------------------------------- Networks x Chip x Magnetics x RF coils, x unencapsulated(17) Crystal x x(13) SAW filter x x X Relays, dc x x x(6) RF switches x x Thermistors x Fuses x x - ---------------------------------------------- --------------------------------------------------- --------------
- ----------------------------------------------------------------------------------------------------------------- Destructive Minimum Burn-In, Seal Physical Typical Test Type of Device Tests X-ray Analysis(19) Conditions - ----------------------------------------------------------------------------------------------------------------- Networks x X 96 hr, +125 (degrees) C Chip 96 hr, temperature soak Magnetics x(6) 96 hr(8) RF coils, 96 hr, ac pulse at +125 (degrees) C unencapsulated(17) Crystal X X 720 hr +65 degrees C to +85 degreesC(18) SAW filter x X 240 hr, rated temperature Relays, dc X X 5000 operations RF switches Number of operations specified in individual specification Thermistors x 168 hr1(16) Fuses X x(2) X 168 hr, 50% rated at +85 (degrees) C - ----------------------------------------- ---------------------------------- -------------------------------------
NOTES: 1) Detail part specifications will denote explicit requirements. 2) Internal visual inspection may be substituted for X-ray for glass bodied diodes and fuses. 3) TO5 or smaller devices with aluminum bond wires are exempt. 4) Mechanical shock may be substituted for acceleration. 5) Not required for devices with surface protected elements or for non-cavity devices. 6) When required in the specification. 7) Thermal shock or temperature cycling as required per detail part specification. 8) Temperature cycling or thermal shock per Hughes specs may be substituted for burn-in. 9) Temperature cycling and vibration per acceptance test procedure. 10) Postcap inspection on devices with sapphire windows. 11) X-ray not required on devices with sapphire windows. 12) High temperature reverse bias as required by individual transistor specifications. 13) Crystals used in LO circuit applications shall have 50 thermal cycles from at least -55 (degrees) C to +85 (degrees) C; other crystals shall have minimum of 25 thermal cycles. 14) Does not include beam lead diodes, which are screened at assembly level. 15) Burn-in shall be at 4 times rated voltage <300 Vdc; and 1500 Vdc for >300 Vdc capacitors. 16) Negative Tc thermistors stored at rated temperature; positive Tc thermistors burn-in 1.5 times rated power at 25 (degrees) C. 17) Unencapsulated RF coils do not require burn-in but will have unit assembly screening. 18) 720 hours of high temperature aging for crystals at +65 (degrees) C or higher; time may be reduced to 360 hours if parameters stay within 1/2 tolerances; after aging and thermal cycling, crystal frequency shall be monitored over its specified operation range to verify its stability. 19) Destructive physical analysis sample quantity is 3 pieces, unless otherwise specified by prime contractor PMPCB. 20) Pre-cap evaluation in lieu of DPA. 21) Element evaluation per procurement specification/document. 5-9 247 6. CONFIGURATION MANAGEMENT 6.1 BASIC PROVISIONS Hughes shall establish and maintain a configuration management system that ensures compliance with 1) company configuration management (CM) directives and practices and 2) the provisions of this plan. The policies defined in Hughes' Space and Communications Company (HSC) manuals shall govern the program CM effort. Program unique requirements specified by the Customer shall be defined in program instructions (PIs). These PIs, when approved by the program manager, shall be binding on all organizations supporting the program. 6.2 FUNCTION ADMINISTRATION 6.2.1 RESPONSIBILITIES The program manager shall be responsible for ensuring that all contractual requirements relating to configuration management are adequately defined for and understood by affected program personnel. The program manager shall delegate responsibility for administering the execution of CM tasks to the leader of the Hughes HSC Configuration and Data Management Operations (CDMO), the focal point for the integration, implementation, and administration of CM functions on Hughes HSC administered programs. CDMO is responsible for configuration identification, control, and accounting and functions within the framework of the organizational relationships shown in Figure 6-1. The leader of CDMO shall delegate responsibility for defining and implementing the procedures required to execute program CM tasks to a member of the CDMO organization whom he designates program configuration management operations (CMO) leader. The PCMO shall report to the CDMO leader on the status of the tasks he is charged with executing. The Hughes HSC Contracts organization shall relay communications on contractual matters between Hughes' program management and the customer. Similarly, an assigned subcontracts administrator (SCA) shall relay communications on contractual matters between Hughes' program management and program subcontractors. The PCMO shall work with an assigned contract administrator or subcontracts administrator to ensure the receipt and delivery of all communications and monitor the status of subcontract configuration requirements, as shown in Figure 6-2. The configuration management schedule shall be phased to be compatible with the program master schedule. Detailed configuration milestones shall be identified and submitted to the Customer after publication of the program master phasing schedule. Changes to the master schedule shall necessitate corresponding changes in the detailed configuration management milestones. 6-1 248 6.2.2 TASKS The planning, development, administration, implementation, and monitoring of program configuration management policies shall be distributed between the PCMO and performing organizations as follows: The PCMO shall: 1) Prepare management plans and program instructions associated with configuration management. 2) Support design reviews. 3) Provide administrative personnel for receiving, recording, analyzing, and processing proposed changes through the appropriate change control activities. 4) Establish formats for numbering assignment. 5) Monitors release procedures for engineering documentation (drawings, specifications, engineering orders, requests for deviation/waiver, engineering change requests, etc). 6) Verify as-designed vs as-built hardware status. 7) Acts as change control board secretary. 8) Audit the compliance of major subcontractors with CM requirements. 9) Receive as-built configuration data from product operations 10) Audit compliance of product operations with CM requirements. The performing organizations shall: 1) Prepare engineering, planning, and as-built configuration data. 2) Resolve the difference between the as-designed and as-built configurations. 3) Release engineering data and documentation. 4) Support the processing of proposed changes. 5) Implement program-management-flowed-down requirements. 6) Implement approved changes 6.3 ACTIVITIES The program configuration management function shall comprise the activities described below and shown in Figure 6-3. 6.3.1 CONFIGURATION IDENTIFICATION All configuration identification documentation shall be released and maintained in the Product Data Management (PDM) system. 6.3.1.1 BASELINE IDENTIFICATION Hughes shall establish allocated and product baselines to facilitate tracking of changes to configuration items. 6.3.1.2 CONFIGURATION ITEMS DEFINITION A configuration item shall be understood to be an item changes to which can be and are tracked against an established baseline and to be synonymous with "control item." 6.3.1.3 SPECIFICATIONS AND DRAWINGS IDENTIFICATION 6-2 249 Configuration identification shall be maintained by the generation and issuance of specifications, standards, and drawings that define the spacecraft and its equipment. The PCMO shall assign a unique block of configuration identification numbers to be issued to program specifications, procedures, and drawings. Each control item shall be assigned a unique identification number. Previously released drawings of proven designs, standard specifications, and common hardware may retain previously assigned numbers. New drawings and associated lists shall conform to HSC engineering standards and procedures and to HSC Drafting Room Standards Manual. Subcontractor or vendor items shall be identified by the manufacturer's part number or by the assigned contractor part number. The initial configuration identification shall be established by specifications that define the technical requirements from the system level down to the subsystem and control item level. Hardware shall be identified in accordance with the applicable drawing. Markings shall consist of, minimally, part numbers and serial numbers. Serial numbers shall be assigned to all control items, to items containing high reliability parts, and to items requiring traceability of test data. Hughes' Drafting Standards Manual, which defines types and grades of drawings and specifies conventions, shall be the guide for the preparation of drawings. 6.3.1.4 SPECIFICATION TREE The PCMO shall prepare a specification tree listing the spacecraft specification and subordinate specifications. The spacecraft specification shall be the basis of agreement between Hughes and the customer on the statement of technical requirements. Subtier specifications shall be the basis of agreement between the program office and the responsible engineering activities (REAs) with respect to technical requirements. All specifications shall be prepared, approved, and released in accordance with command media and the appropriate program instructions. Maintenance after release shall be effected by specification change notices (SCNs). Both the specifications and SCNs shall be released through the Product Data Management System (PDM). 6.3.1.5 MASTER INDEX A master index (MI) of contract deliverable control items shall be prepared. This MI shall define the control items in terms of drawing number, indenture level, and quantity required for next assembly. It shall, when approved by the program manager, become an internal baseline configuration document. The MI shall be maintained by normal change control procedures. 6.3.1.6 COMPUTER SOFTWARE CONFIGURATION IDENTIFICATION The development of computer software configuration identification (CSCI) software shall be managed by systems engineering. Software configuration management shall be under the direction of the program office and meet the requirements of applicable Hughes command media. The PCMO shall monitor the software configuration process. 6.3.1.7 FIRMWARE CONFIGURATION MANAGEMENT Firmware baseline design shall be established and controlled by the subsystem engineering activity during the development process. The REA shall be responsible for engineering configuration release and control and for keeping the status of the hardware. The PCMO shall monitor the firmware configuration process. 6.3.2 CONFIGURATION CONTROL 6-3 250 Configuration change control shall begin with the establishment of the allocated baseline. Changes to the baseline configuration shall be processed through the REA or PCMO. This process shall involve the uniform and systematic origination, analysis, preparation, review, approval, authorization, and release of engineering changes. The change control system shall be based on a precisely defined classification of changes. Change classification shall be the primary means of indicating how a change shall be processed. The process of configuration control defined in succeeding paragraphs shall apply equally to hardware, software, and firmware. 6.3.2.1 CHANGE CLASSIFICATION To ensure that the extent of analysis and approval action required to implement a proposed engineering change is consonant with the nature, magnitude, and effect of the change, engineering changes shall be classified Class I or II as defined in Hughes' command media. Class I changes which are major nonconformances affecting contract end item requirements shall require customer approval prior to implementation. 6.3.2.2 REQUESTS FOR DEVIATIONS/WAIVERS (RDWS) It shall be possible, by means of requests for deviations/waivers (RDWs), to depart from the requirements specified in engineering documents without altering the documents. Deviations must be authorized prior to hardware manufacture. Waivers shall be requested for nonconformances found during or after manufacture. Both deviations and waivers shall be documented on the RDW form. Minor waivers shall be processed by Material Review action. Deviations and/or waivers that affect contractual stipulations shall require customer concurrence for approval. Requests for deviations and waivers shall be classified and approved in the same manner as engineering change proposals. RDWs shall not be used to circumvent the normal change or material review procedures. 6.3.2.3 ENGINEERING CHANGE PROCESSING The PCMO shall be responsible for coordinating proposed changes through the change control process. The REA and his control point shall be responsible for processing all engineering changes from the point of origination through the required approval or rejection. 6.3.2.4 CHANGE CONTROL BOARD A program Change Control Board (CCB) shall review and disposition (approve or reject) all proposed Class I and Class II changes as well as those SCNs for unit level and above specifications routed to it by the REA and PCMO. The program manager, or his designee, shall chair the CCB. The CCB secretary shall be a member of the PCMO. Board members shall include representatives of program management, product assurance, customer, systems engineering, component engineering, manufacturing engineering, and other activities, as required, to review the proposed change. The CCB shall review changes to each item at the conclusion of its design phase. The design phase of each unit of prototype flight model hardware shall be considered to extend from the time of initiation of the contract until one of the following occurs: 1) The design is qualified for flight use. 2) An acceptance flight unit is delivered to spacecraft integration. 3) The program manager signifies completion of the design phase. 6.3.3 CONFIGURATION STATUS ACCOUNTING The PCMO shall maintain configuration indices and issue configuration reports. Records of the hardware configuration (as-built) shall be compared to the released (as-designed) configuration. 6-4 251 The as-designed configuration shall be derived from released engineering documentation. An as-designed report shall be maintained and updated as changes are approved. The PCMO shall act in conjunction with the engineering, manufacturing, and other organizations, as required, to resolve identified differences between the as-designed and as-built configurations. An as-built configuration index shall be prepared by the PCMO for each deliverable system at the control item level. Each control item shall be identified in terms of location, part number, and serial number. The index shall be initially prepared at the start of control item integration and maintained through completion of integration and test activities. The PCMO shall be responsible for auditing the software configuration process and the firmware configuration process. 6.3.4 SUBCONTRACTOR CONFIGURATION MANAGEMENT Subcontractors shall be required to participate in the configuration management program by establishing a configuration management system that ensures that: 1) The as-built configuration reflects the released design data. 2) Data are maintained to show the status of hardware at all times. 3) Change incorporation is verified. 4) Configuration interfaces are in accordance with the design requirements. 5) The conformity of the as-built configuration to the as-designed configuration is verified. To ensure compliance, Hughes' configuration management requirements shall be specifically identified and issued to subcontractors with the subcontract statements of work. When subcontractors desire to implement a change after the establishment of a Hughes approved baseline, they shall be required to submit an engineering change proposal (ECP) to Hughes for disposition. They shall also be required to submit requests for deviations/waivers wherever they desire to make changes without altering documentation. Such requests shall be processed by the Contractor's REA/PCMO. Subcontractors shall be notified of acceptance or rejection of their requests by the program subcontract administrator. 6.3.5 ENGINEERING DOCUMENTATION CONTROL 6.3.5.1 ENGINEERING RELEASES AND RECORDS Use of the Product Data Management system shall be mandatory. Initial release may be accomplished by the REA in cooperation with Document Control Center (DCC) or Engineering Data Control (EDC) personnel. Program management may authorize the REA to designate EDC or an appropriate DCC as the control point for the recording, maintenance, storage, retrieval, microfilming, reproduction, release, and controlled distribution of engineering documentation. Release of the drawings and specifications shall constitute establishment of the as-designed configuration of the hardware/software. 6-5 252 [FLOW CHART] FIGURE 6-1. PROGRAM CONFIGURATION AND DATA MANAGEMENT OPERATIONS [FLOW CHART] FIGURE 6-2. CUSTOMER/HUGHES/SUBCONTRACTOR INTERFACES 6-6 253 [FLOW CHART] FIGURE 6-3. PROGRAM CMO FUNCTIONAL RESPONSIBILITIES 6-7 254 7. SYSTEM SAFETY PROGRAM PLAN 7.1 BASIC PROVISIONS This plan establishes the System Safety Program Plan (SSPP) describing the tasks and activities that will be performed and the documentation that will be prepared to effectively satisfy Hughes, customer, launch site, launch vehicle and other system safety requirements. A system safety task schedule shall be provided to the customer. 7.2 RESPONSIBILITIES 7.2.1 PROGRAM MANAGER The ultimate responsibility for system safety resides with the specific Program Manager who is responsible for ensuring that the system safety program operates in accordance with the SSPP. The Program Manager will be given sufficient data to make safety critical decisions affecting level of risk, cost, or schedule. Review and approval of the safety submissions will ensure program management is cognizant of the final resolution of all such issues. 7.2.2 SYSTEM SAFETY ENGINEER System Safety is assigned as an integral part of Systems Engineering. The manager of Launch Systems Engineering and Operations is responsible for assigning a Program Responsible System Safety Engineer to perform system safety activities in accordance with the requirements of the contract, launch site and Hughes command media. The designated System Safety Engineer is responsible for implementation of the system safety program including hazard analyses, hazard control implementation, safety coordination, documentation and approvals and has access to the Program Manager on matters affecting the safety of equipment and personnel. The System Safety Engineer also interfaces with the program System Engineering Manager and Launch Services/Mission Manager, who in turn report to the program office. The System Safety Engineer also interfaces with the Product Assurance Manager. Within Hughes, System Safety interfaces with all required disciplines to coordinate the implementation of applicable system safety requirements. 7.2.3 EXTERNAL SYSTEM SAFETY INTERFACES In all cases the System Safety Engineer will work closely with the Launch Services Subcontractor, or equivalent, and Launch Site Safety Organization. The specific interface is dependent upon the selected launch vehicle and the launch vehicle procuring organization. In most cases the LVI/Safety engineer will provide this interface role and responsibility, especially for recurrent HSC product lines. In some cases, where appropriate, a System Safety Core Engineer may be assigned to a specific program. 7-1 255 7.3 SYSTEM SAFETY TASKS System Safety performs hazard analyses, ensures implementation of hazard controls, interprets safety requirements, provides verification of hazard control implementation, supports design and other program reviews, produces safety documentation and provides continuing technical consultation on safety related issues. Specific tasks of the System Safety program include, but are not limited to, the following: 1) Provide safety management and conduct a system safety program. 2) Hazard analysis and hazard control implementation for the spacecraft, GSE, ground operations and facilities. 3) Coordination of safety critical launch vehicle design and operational interfaces with the Launch Services Subcontractor. 4) Coordination of system safety issues with the Launch Site Safety Organization. 5) Documentation of compliance with Launch Site Safety Organization system safety requirements. 6) Review and approval of hazardous procedures and test plans. 7) Definition and implementation of required facility and operational safety training. 7.4 ORGANIZATIONAL ROLES In addition to System Safety, many organizations are involved in the overall safety program. The roles and responsibilities of the organizations include, but are not limited to the following: 7.4.1 ENGINEERING The Systems Engineering Manager, System Engineers, LVI Engineer, and REAs, in cooperation with the System Safety Engineer, are responsible for ensuring the following: 1) Appropriate system safety requirements and derived requirements are incorporated into the system and subsystem level specifications, control documents and procedures. 2) Safety related engineering changes, deviations, waivers and Material Review Board (MRB) actions receive appropriate System Safety review and approval. 3) Safety critical procedures receive appropriate System Safety review and approval. 7.4.2 SYSTEM OPERATIONS In cooperation with the System Safety Engineer and the Safety, Health and Environmental Affairs (SHEA) representative, are responsible for ensuring the following: 1) Test and ground support equipment receives appropriate system safety assessment review and approval to safeguard personnel and Hughes high value products. 2) All hazardous operations are accomplished in accordance with procedures coordinated and approved by system safety. Previous safety assessments result in procedural hazard controls. 3) Assisting in the development and implementation of facility and operational safety training for test/operational personnel and supervisors. 7-2 256 7.4.3 SAFETY, HEALTH AND ENVIRONMENTAL AFFAIRS (SHEA SHEA is responsible for ensuring adherence with company and governmental occupational health and safety requirements. SHEA and System Safety will closely coordinate their efforts to ensure coverage of all program safety issues without duplication of effort. 7.4.4 PRODUCT ASSURANCE Product Assurance is responsible for assuring product integrity and high reliability. 7.4.5 QUALITY ASSURANCE Quality Assurance is responsible for verifying that hardware, equipment and operations conform with program requirements. 7.5 SCOPE OF SYSTEM SAFETY PROGRAM System Safety tasks, activities, and documentation apply to, but are not limited to, safety program management, spacecraft design, ground support equipment (GSE) design, spacecraft ground processing operations and launch activities. The system safety program is structured to achieve, as a minimum, the following: - Provide the organization, personnel and resources to effectively satisfy applicable system safety requirements. - Assign specific responsibilities for all program system safety tasks to ensure compliance with applicable system safety requirements. - Define and coordinate spacecraft program system safety requirements, compliance and approvals with the designated Launch Services Subcontractor and appropriate Launch Site Safety Organization(s). - Ensure that safety critical elements of the spacecraft design, GSE design, launch vehicle interfaces, ground processing operations and launch activities are analyzed to identify hazards that could result in personnel injury or system damage. - Verify all identified hazards have been eliminated, controlled or accepted such that program risk to personnel and hardware is minimized. - Document compliance with program system safety requirements as required by program unique contract and launch site requirements. - Provide safety review of procedures and supervision of factory, payload processing facility and launch site hazardous operations. - Ensure adequate safety training is developed and implemented for factory, payload processing facility and launch site hazardous operations. - Adapt the system safety program to a more streamlined but adequate system safety process when recurrent HSC products are used for multiple programs and several customers. This specific safety process is referred to as the generic spacecraft safety process and is already in place with the launch site Range Safety organizations. This process takes advantage of previous system safety assessments and safety certifications/approvals with respect to safety deliverables and data submitted and on file with the appropriate launch site agencies. 7.6 APPLICABLE DOCUMENTS The current editions of the following documents are applicable to all Hughes spacecraft programs: - Hughes Space and Communications Company Practice 5-0-7, System Safety The current edition of the applicable launch site documents shall apply. 7-3 257 7.7 INTEGRATION AND COORDINATION OF DELEGATED ACTIVITIES The system safety program will not duplicate other program analyses but may utilize data produced by them. Other analyses and reports that may be applicable to safety include, but are not limited to, stress analysis, thermal analysis, electromagnetic interference (EMI), etc. This data will be reviewed and used, as appropriate, by System Safety to assist in the identification of all potential hazards and hazard controls. Likewise, when appropriate, System Safety personnel will provide feedback to ensure that supporting organizations are aware of applicable safety issues and requirements. 7.8 HAZARD CONTROL ORDER OF PRECEDENCE Hazard controls shall be implemented in the following order of precedence: 1) Design to minimize hazards (design for minimum risk). 2) Incorporate safety devices, such as barriers or inhibiting mechanisms to reduce risk (failure tolerance). 3) Provide warning devices when the existence or occurrence of a hazard cannot be eliminated. 4) Develop procedures and training to reduce risk where it is impractical to eliminate the hazard through design, reduce risk using safety devices, or reduce risk by providing warning devices. 7.9 HAZARD ANALYSIS System Safety analyses identify hazards associated with the spacecraft design, ground support equipment (GSE) design, spacecraft ground processing operations and launch activities. The results of these hazard analyses are documented in the appropriate launch site safety documentation as determined by the selected launch vehicle. To the greatest extent possible, existing hazard analyses will be utilized for previously proven flight hardware, GSE and operations. For proven spacecraft buses, existing hazard analyses will be supplemented, as required, with hazard analyses of new and modified subsystems and incorporated in the applicable safety documentation. Maximum usage of the generic safety data process will be made as already permitted by and accepted by the particular launch site Range Safety organizations. Hazard analysis involves the performance of a Preliminary Hazard Analysis (PHA) and a System & Subsystem Hazard Analysis (S&SHA) covering the following: 1) Spacecraft and GSE design 2) Design of interfaces with the launch vehicle 3) Handling and transportation of the spacecraft 4) Ground operations 5) Pre-launch testing and interface with the launch vehicle The PHA and S&SHA are not deliverable documents; however, the results of the PHA and S&SHA will form the basis of the appropriate deliverable safety documentation as determined by launch vehicle/launch site requirements. 7.9.1 PRELIMINARY HAZARD ANALYSIS (PHA) The PHA is the initial effort in the iterative system safety analysis program. The objective of the PHA is to identify hazards to provide a basis for system safety program efforts. The primary objectives of the PHA are as follows: 1) Identify all significant hazards in preliminary terms including hazard causes 2) Identify, in preliminary terms, the requirements for hazard controls 7-4 258 3) Initial identification of any operational constraints 7.9.2 SUBSYSTEM AND SYSTEM HAZARD ANALYSIS (S&SHA) To provide a comprehensive evaluation of the risk being assumed, a subsystem and system level hazard analysis will be performed. The S&SHA will identify accident risk and establish design criteria and operational constraints to eliminate or control hazards to an acceptable level. The analysis will consider spacecraft design, interface design, and operations including handling, transportation, testing, assembly, check-out and launch site processing operations. Also software safety issues or questions may be addressed. 7.10 VERIFICATION AND DOCUMENTATION OF REQUIREMENTS COMPLIANCE The data collected from the hazard analysis will be documented in the appropriate safety documentation submissions as determined by the launch vehicle selection coupled with the specific launch site requirements. The closure/approval of the final submission will provide verification that all safety critical issues are positively closed. Where appropriate, closure/approval will be referenced to design analysis, qualification/acceptance test reports, approved procedures, etc., which demonstrate proper application of system safety requirements. The safety documentation submission, in its final form, is the certification of compliance with all program system safety requirements. The final approved safety documentation submission will provide traceability that all required hazard control actions have been taken and approved by the System Safety Engineer, Program Manager and Launch Site Safety Organization. Data submissions, where authorized, will maximize the generic spacecraft approval process that is already in-place, i.e., changes only in the form of supplements. 7.11 DELIVERABLE DOCUMENTATION Deliverable safety documentation is determined by the selected launch vehicle and the associated Launch Site Safety Organization requirements. Additional deliverable documentation requirements are determined by the specific program unique contract requirements. 7.12 NON-DELIVERABLE DATA Any non-deliverable system safety data including the SSPP, additional hazard analyses, correspondence, notes, etc., may be requested through the specific program office or as part of a specific program contract requirement, when specified. This would also apply to a customer request for a specific program-unique SSPP to be prepared. 7.13 PROCEDURE REVIEW AND APPROVAL All factory, payload processing facility and launch site procedures shall be reviewed by the system safety engineer and labeled as either hazardous or non-hazardous. Hazardous procedures require System Safety approval prior to their release and implementation. 7.14 TEST AND OPERATIONAL SAFETY System Safety is responsible for defining the test and operational safety program. Implementation of the test and operational safety program is shared among several organizations. System Safety will participate in factory and launch site hazardous test and operational planning in conjunction with SHEA. Hazardous test and operational procedures will be reviewed and hazardous tests/operations will be monitored to ensure incorporation of appropriate hazard controls. Pre-test/operation functions will include the following: 1) Establishment of training and operational requirements for personnel and equipment safety. 2) Analysis, review and approval of hazardous test/operation objectives and procedures for compliance with safety requirements and incorporation of appropriate hazard 7-5 259 controls. Specific programs may attach to this generic SSPP a specific launch site schedule and a specific spacecraft launch site processing flow. 3) Monitoring of selected hazardous tests/operations using the safety provisions of approved procedures and Hughes standard practices as checklists to ensure compliance with established safety criteria. 4) Assistance in the development of a safety briefing that will be presented by the test conductor prior to the start of each hazardous test/operation. The briefing will consist of the hazards associated with the operation, required hazard controls and emergency back-out procedures to follow in the case of an accident. Hazardous procedures that will be used at the launch site require the approval of the System Safety Engineer and Launch Site Safety Organization (depending on launch vehicle) prior to implementation. Deviations from approved safety controls during procedures will require reassessment of the test/operation procedure and signature approval by the System Safety Engineer or his designee prior to implementation. 7.15 TRAINING System Safety will interface with SHEA , HSC technical organizations, and Systems Operations to ensure that adequate safety training is developed and implemented for factory, payload processing facility and launch site hazardous operations. Systems Operations maintains employee training records and certifications for all required training. Safety training for factory operations is the responsibility of Hughes Systems Operations and Safety Health and Environmental Affairs (SHEA). Safety training required by the Launch Site Safety Organization will be coordinated through the Launch Services Subcontractor. For launch sites where safety administration is insufficient or nonexistent, the Hughes prepared Facility and Operational Safety Program (FOSP) has been developed to provide safety training and awareness for operational personnel and supervisors. FOSP training encompasses the following: 1) Hazards related to spacecraft launch site processing facilities and operations. 2) Hazard controls, operational constraints and protective equipment necessary to mitigate spacecraft facility and operational hazards. 3) Emergency and contingency procedures that may be required during spacecraft processing operations. 7.16 AUDIT PROGRAM System safety audits will be accomplished consistent with Hughes command media and any program unique requirements. System safety engineering and management have the responsibility for performing periodic system safety functional audits on programs and subcontractor program areas to measure the thoroughness and effectiveness of system safety program implementation. Specific program reviews along with safety technical interchange meetings, also contribute to this process. System Safety will assess the progress and accomplishment of planned system safety tasks against the SSPP by means of informal audits. These informal audits will include subcontractor safety efforts in addition to the internal safety tasks. The results of these audits will be reported to program and line management to alert them of safety program developments that may require decisions with respect to changes in plans or schedules. These informal audits can occur through the implementation of the concurrent engineering process including the integrated product development (IPD) activities. 7-6 260 Exhibit D Acceptance Test Plan 25 August 2000 - Amendment 7 Satellite Contract Contract Number: ICOO/95-1002/NR CONTRACT NUMBER ICOO/95-1002/NR EXHIBIT D ACCEPTANCE TEST PLAN 24 AUGUST 2000 261 TABLE OF CONTENTS
PAGE ---- 1. INTRODUCTION.................................................................................... 1-2 1.1 PLAN SCOPE.............................................................................. 1-2 1.2 INTEGRATED TEST PLAN FLOW............................................................... 1-2 2. DEVELOPMENT TEST PROGRAM........................................................................ 2-2 2.1 PAYLOAD DEVELOPMENT TEST PROGRAM........................................................ 2-2 2.2 BUS DEVELOPMENT TEST PROGRAM............................................................ 2-3 2.2.1 ACS Development Hardware Interface Test......................................... 2-3 2.2.2 Software Test................................................................... 2-4 2.2.3 Methodology and Approach........................................................ 2-4 2.2.4 Software Requirements Definition and Analysis................................... 2-5 2.2.5 Software Preliminary Design..................................................... 2-5 2.2.6 Software Detailed Design........................................................ 2-6 2.2.7 Coding and Unit Testing......................................................... 2-6 2.2.8 CSU Integration and Test........................................................ 2-6 2.2.9 Design Verification Test........................................................ 2-6 2.2.10 Formal Qualification Test....................................................... 2-6 3. UNIT LEVEL PROTOFLIGHT AND ACCEPTANCE TESTING................................................... 3-2 3.1 UNIT PROTOFLIGHT TESTING REQUIREMENTS................................................... 3-2 3.2 UNIT ACCEPTANCE TESTING REQUIREMENTS.................................................... 3-3 3.3 TEST PHASES............................................................................. 3-3 3.3.1 Initial (Reference) Unit Performance Test (UPT 1)............................... 3-3 3.3.2 Vibrational Stress Test......................................................... 3-3 3.3.3 Second (Post vibration) Unit Performance Test (UPT 2)........................... 3-4 3.3.4 Rapid Depressurization Tests.................................................... 3-4 3.3.5 Thermal-vacuum/Thermal Cycling Tests............................................ 3-4 3.3.6 Final Unit Performance Test (UPT 3)............................................. 3-4 3.4 TESTS................................................................................... 3-5 3.4.1 Mechanisms...................................................................... 3-5 3.4.2 Electrical Power Subsystem Units................................................ 3-6 3.4.3 Attitude Control Subsystem Units................................................ 3-13 3.4.4 Propulsion Subsystem Units...................................................... 3-19 3.4.5 Digital T&C Units............................................................... 3-24 3.4.6 Telemetry and Command Subsystem RF Units........................................ 3-27 3.4.7 Communications Subsystem Units.................................................. 3-29 3.4.8 Digital Processor............................................................... 3-44
Page i 262
PAGE ---- 4. SUBSYSTEM AND SYSTEM LEVEL PROTOFLIGHT AND ACCEPTANCE TESTING................................... 4-2 4.1 SUBSYSTEM AND SYSTEM PROTOFLIGHT TESTING REQUIREMENTS................................... 4-2 4.2 SUBSYSTEM AND SYSTEM CLASSICAL AND FUNCTIONAL ACCEPTANCE TESTING REQUIREMENTS........... 4-3 4.3 TEST PHASES............................................................................. 4-4 4.3.1 Subsystem Testing............................................................... 4-4 4.3.2 System Testing.................................................................. 4-5 4.4 TESTS................................................................................... 4-8 4.4.1 Mechanisms...................................................................... 4-8 4.4.2 Electrical Power Subsystem...................................................... 4-11 4.4.3 Attitude Control Subsystem...................................................... 4-14 4.4.4 Propulsion Subsystem............................................................ 4-17 4.4.5 T&C Subsystem Digital Equipment................................................. 4-19 4.4.6 T&C Subsystem RF Equipment...................................................... 4-21 4.4.7 Forward Payload Panel........................................................... 4-23 4.4.8 Transmit Antenna/SSPA Panel..................................................... 4-24 4.4.9 Return Payload Panel............................................................ 4-25 4.4.10 Transmit Passive Antenna........................................................ 4-26 4.4.11 Receive Passive Antenna......................................................... 4-27 4.4.12 Receive Antenna/LNA Panel....................................................... 4-28 4.4.13 Intermediate Panel.............................................................. 4-29 4.4.14 Communications Subsystem........................................................ 4-30 5. IN-ORBIT TESTING................................................................................ 5-2 5.1 OVERVIEW................................................................................ 5-2 5.2 TESTS................................................................................... 5-3 5.2.1 Electrical Power Subsystem...................................................... 5-3 5.2.2 Attitude Control Subsystem...................................................... 5-3 5.2.3 Communications Subsystem........................................................ 5-4 5.2.4 Telemetry and Command Subsystem................................................. 5-6 5.2.5 RF Telemetry and Command Subsystem.............................................. 5-6 6. TROPO TEST PROGRAM................................................................................ 6-1 6.1 Plan Scope and Test Program Philosophy.................................................. 6-1 6.2 Payload Development Test Program........................................................ 6-1 6.3 Tropo Unit Protoflight Testing Requirements............................................. 6-5 6.4 Tropo Unit Acceptance Testing Requirements.............................................. 6-5 6.5 Tropo Modification Return and Receive Panel Test Plan................................... 6-5 6.6 Tropo Modification System Level Test Plan............................................... 6-5
Page ii 263 LIST OF FIGURES
PAGE ---- 2-1 EM Payload Integration and Verification Plan............................................ 2-8 2-3 Transmit EM Antenna Integration and Test................................................ 2-10 2-4 Receive EM Antenna Integration and Test................................................. 2-11 2-5 Digital Processor EM Unit Test Flow..................................................... 2-12 2-6 Hughes Software Development Process Overview............................................ 2-13 4-1 Bus Module Protoflight and Acceptance Integration and Test Flow......................... 2-31 4-2 Forward Transponder Panel Protoflight and Acceptance Flow............................... 4-32 4-3 Return Transponder Panel Protoflight and Acceptance Integration and Test Flow........... 4-33 4-4 SSPA Panel Protoflight and Acceptance Integration and Test Flow......................... 4-34 4-5 Transmit Antenna Module Protoflight and Acceptance Assembly and Test Flow............... 4-35 4-6 Receive Antenna Module Protoflight and Acceptance Assembly and Test Flow................ 4-37 4-7 System Test Flow (F1, F2)............................................................... 4-39 4-8 Functional Acceptance Test Flow (F3 - F12).............................................. 4-38 6-1 Return and Receive Panel test Flows Prior To Tropo To Tropo Mod Retrofit................ 6-6 6-2 Tropo System Level Test Flow............................................................ 6-7
LIST OF TABLES
PAGE ---- 1-1 Test Phase Description and Test Objectives for ICO Integrated Test Plan................. 1-4 2-1 Engineering Model Hardware Complement................................................... 2-14 2-2 EM Baseline Test Program*............................................................... 2-15 3-1 Cumulative Number of Unit Thermal Cycles at Ambient Pressure............................ 3-47 3-2 Cumulative Number of Unit Thermal Cycles at Vacuum Pressure............................. 3-48 3-3 Total Number of Unit Thermal Cycles for Ambient and Vacuum Pressure..................... 3-50 6-1 Tropo Engineering Model Hardware Complement............................................. 6-3 6-2 Tropo Engineering Model Payload Tests................................................... 6-4
Page iii 264 CONTRACT NUMBER ICOO/95-1002/NR EXHIBIT E GCE IMPLEMENTATION AND TEST PLAN 3 OCTOBER 1995 I-CO GLOBAL HUGHES SPACE AND COMMUNICATIONS COMMUNICATIONS (OPERATIONS) LIMITED INTERNATIONAL, INC. ----------------------------- ------------------------------- Olof Lundberg Donald L. Cromer Chief Executive Officer Chief Executive Officer 265 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- TABLE OF Contents 1. OVERVIEW 1 1.1 Scope 1 1.2 Purpose 1 1.3 Testing Philosophy 1 1.3.1 Test Director 1 2. APPLICABLE DOCUMENTS 3 3. TEST PROCESS 4 3.1 Test Readiness Reviews 4 3.2 Test Procedures 4 3.3 Post Test Data Review 5 3.4 Test Reports 5 3.5 Test Anomalies 5 3.6 Quality Assurance 5 4. REQUIREMENTS FLOWDOWN 7 4.1 Verification Methods 7 4.2 Integration & Test Flow 7 4.2.1 Burn-in Tests 7 4.2.2 Subsystem 8 4.2.3 Subsystem Sell-Off 9 4.2.4 System Integration and Checkout 9 4.2.5 Fat Test Readiness Review 9 4.2.6 FAT 9 4.2.7 Preshipment Review (PSR) 10 4.2.8 Pack and Ship 10 4.2.9 Site Installation 10 4.2.10 SAT Readiness Review 10 - -------------------------------------------------------------------------------- i 266 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- TABLE OF CONTENTS 4.2.11 SAT 11 4.2.12 Final Review 11 4.2.13 Subsystem Test Notebooks/Informal Test Procedures 11 4.2.14 System Test Notebook 11 5. TEST IDENTIFICATION 13 5.1 UNIT TESTS 13 5.2 SUBSYSTEM TESTS 14 5.2.1 AC Power Test 14 5.2.2 Baseband and Subsystem Test 14 5.2.2.1 Telemetry Test 14 5.2.2.2 Command Test 14 5.2.2.3 T&C IF Ranging Calibration Test 14 5.2.2.4 Patch Panels Test 15 5.2.2.5 IF Matrix Switching Test 15 5.2.2.6 Baseband to satellite T&C Subsystem Compatibility test 15 5.2.3 RF Subsystem 15 5.2.4 Antenna Subsystem 15 5.2.5 Computer Subsystem Tests 15 5.2.5.1 On-line Software Tests 16 5.2.5.2 Status and Control Software 16 5.2.5.3 Off-line Software Tests 16 5.2.5.3.1 Orbital Analysis Software Test 16 5.2.5.4 Spacecraft Health & Performance Analysis Software Test 17 5.2.6 Inter-site Data Communications Interface (DCI) 17 5.2.7 Dynamic Satellite Simulator (DSS) Test 17 5.2.8 IOT Subsystem Test 17 5.3 FACTORY ACCEPTANCE TEST (FAT) 18 5.3.1 FAT System Configuration 18 5.3.2 Computer Checkout 18 5.3.3 Telemetry Processing 18 5.3.3.1 PCM Data Test. 19 5.3.3.2 Data Archiving 19 5.3.4 Transmission of Satellite Commands. 19 5.3.4.1 Hazardous Satellite Commanding 19 ii 267 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR ________________________________________________________________________________
TABLE OF Contents 5.3.5 Ranging 20 5.3.5.1 T&C IF Range Calibration Test 20 5.3.6 Computer Subsystem and Software 20 5.3.6.1 Computer to Timing Interface Test 20 5.3.6.2 On-line software Tests 20 5.3.6.3 Off-line software Tests 20 5.3.6.4 Status and Control Software Tests 20 5.3.7 Inter-Site Data Communications Interface (DCI) 19 5.3.7.1 SCC & BCC Communications to SAN TT&C sites 19 5.3.8 IOT subsystem test 19 5.3.9 Ground TT&C Equipment system loading and stress test. 19 5.4 SITE ACCEPTANCE TEST 20 5.4.1 Site Integration and Checkout 20 5.4.1.1 SAT System Configuration 20 5.4.1.2 Computer Checkout 20 5.4.1.3 Telemetry Processing 20 5.4.1.3.1 PCM Data Test. 20 5.4.1.3.2 Data Archiving 21 5.4.1.4 Transmission of Satellite Commands. 21 5.4.1.4.1 Hazardous Satellite Commanding 21 5.4.1.5 Ranging 21 5.4.1.5.1 T&C IF Range Calibration Test 21 5.4.1.6 Antenna Monitoring 22 5.4.1.7 Computer Subsystem and Software 22 5.4.1.7.1 Computer to Timing Interface Test 22 5.4.1.7.2 On-line software Tests 22 5.4.1.7.3 Off-line software Tests 22 5.4.1.7.4 Status and Control Software Tests 22 5.4.1.8 Inter-Site Data Communications Interface (DCI) 23 5.4.1.8.1 SCC & BCC Communications to SAN TT&C sites 23 5.4.1.9 Dynamic Satellite Simulator (DSS) 23 5.4.1.10 IOT Subsystem Test 23 5.4.2 Overall System Performance Demonstration 23 5.5 FINAL ACCEPTANCE REVIEW 23 5.6 SATELLITE TO SCC COMPATIBILITY TEST 23 ACRONYMS APPENDIX A
________________________________________________________________________________ iii 268 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 1. OVERVIEW 1.1 SCOPE This document defines the implementation and test (I&T) plan that will be utilized to verify the INMARSAT-P ground system equipment compliance with the specifications of the contract. It identifies the verification methods that shall be conducted in each phase of testing: unit testing, subsystem testing, factory acceptance test (FAT), and site acceptance test (SAT). 1.2 PURPOSE The purpose of this I&T plan is to provide a process for the coordinated and systematic verification of the requirements as recorded in the INMARSAT-P GROUND CONTROL EQUIPMENT SPECIFICATION. This plan documents the steps required to develop, integrate, install and test the INMARSAT-P Ground equipment and software from the design baselines through final installation and acceptance testing. 1.3 TESTING PHILOSOPHY A progressive test philosophy shall be implemented to verify performance specifications early in the integration process, without repeated testing. For example, unit testing of the telemetry and command units will validate the majority of baseband performance specifications, which will not be retested as the system is integrated. Rather, at each subsequent level of integration, new interfaces will be tested as will end-to-end functionality. This test plan approach is intended to provide confidence in system operability without unnecessary repeat testing. The test program shall be directed by the program manager, and tests shall be conducted, to the extent appropriate, by subsystem vendors or Hughes responsible engineering activities (REAs). Formal tests may be witnessed by I-CO representatives. - -------------------------------------------------------------------------------- 1 269 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR 1.3.1 TEST DIRECTOR A designated Test Director (TD) is responsible for coordinating all integration activities. The TD's specific responsibilities include: - Tracking each integration checkout activity - Ensuring successful completion of each activity - Tracking Problem Report Forms (PRFs) - Maintaining a system notebook - Prioritizing activities - Reporting daily (or as required) status - Chairing the Test Readiness Review (TRR) 2. APPLICABLE DOCUMENTS TITLE 1. INMARSAT-P Ground Control Equipment Specification 2. On-line Software Test Procedures 3. Off-line Software Test Procedures 4. Status & Control Software Test Procedure 5. Factory Acceptance Test Procedure 6. Site Acceptance Test Procedure 7. DSS Test Plan 8. DSS Test Procedures 9. DSS System Requirements Document 10. T&C Simulator Users Guide 11. INMARSAT-P GCE Product Assurance Plan 12. INMARSAT-P Ground to Satellite ICD. 13. Verification Cross Reference Index (VCRI) 2 270 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR 3. TEST PROCESS The formal test program is conducted in the two phases: factory acceptance test (FAT), and site acceptance test (SAT). Additionally, unit, vendor, and subsystem tests are conducted on an informal basis to standard test procedures. The following steps illustrate the test process whether formal (SAT, FAT) or informal subsystem level. 1. Test Readiness Review (TRR) - Verify that all necessary preparation has been accomplished. 2. Test Execution - Test procedures are executed - problem report forms (PRFs) and software discrepancy reports (SDRs) are generated. 3. Post Test Review - Results are reviewed, problem report forms (PRFs) and software discrepancy reports (SDRs) are reviewed. 4. Action Item Closure - Any open PRFs and SDRs are worked off. 3.1 Test Readiness Reviews Internal informal I&T reviews shall be conducted by REAs prior to starting subsystem tests. The program manager or his designee, shall conduct a formal review to verify that all the testing requirements (for FAT and SAT) are addressed prior to the test start. I-CO shall be notified at least 5 business days in advance of formal review. Test approval will be granted only after review of the following items: 1. Compliance with the test program requirements 2. Configuration status of test and handling procedures 3. Calibration validity of test equipment 4. Configuration of test software 5. Configuration of hardware 6. Availability of test facilities 3 271 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 7. Closure of action items that impact on the test 3.2 TEST PROCEDURES FAT and SAT test procedures shall be prepared in accordance with the verification cross reference index (VCRI) and submitted to I-CO 30 days prior to a test. These procedures will allow the authorized personnel to perform the test in a organized, controlled manner. Test procedures shall identify: 1. The scope of the test 2. The test sequence (step-by-step) 3. The test equipment configuration 4. Pass/fail criteria and associated measured parameter ranges 3.3 POST TEST DATA REVIEW The project manager or Hughes subsystem REA shall conduct a post test data review. Post test data reviews shall be scheduled at a time mutually agreed upon between I-CO and Hughes as soon as possible after test completion. Test results data for subsystem testing, FAT, and SAT shall be submitted to I-CO within 30 days after test completion. During the review, the program manager or his designee, shall assign action items to resolve any discrepancies found in test data. Post test data review meeting minutes and action items shall be submitted to I-CO within five business days after the review meeting. 3.4 TEST REPORTS Test reports shall be submitted to I-CO within 1 month of completion of the FAT and SAT. Each test report shall comprise the applicable test procedure, with completed test data forms, a test discrepancy list (PRFs and SDRs), and notice of actions taken to clear test discrepancies. Test reports shall be delivered per the statement of work. - -------------------------------------------------------------------------------- 4 272 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------- 3.5 TEST ANOMALIES Informal PRFs and SDRs or other approved means such as log sheets or action item lists will be used internally by the REA to track anomalies at the subsystem level. Any anomaly resolutions involving changes to the hardware configuration must be documented in the work orders. Upon subsystem sell-off to the system level, any open subsystem problem reports will be transferred to formal system PRFs. Formal PRFs will be tracked as single, consecutive numbered list by project system engineering and quality assurance personnel and will be visible to both project management and the customer. Any issues of concern to the customer will be recorded on a lien list. All PRFs resulting from this list will be generated by Hughes personnel to ensure adequate information for problem resolution and closure. Any customer issues occurring after the final review will fall under warranty support provisions. 3.6 QUALITY ASSURANCE The HISD Product Assurance Plan listed in section 2, Applicable Documents, shall be followed. Standard engineering processes, practices, and procedures shall be used from design and development through integration and test. Configuration management practices shall be employed for control of hardware/software deliverables as well as test equipment. All formal PRFs will be tracked on one consecutively numbered list. Waivers and deviations are required for all non-conformance. Minor non-conformance after final site sell-off shall be tracked by an action item list with follow-up responsibility to project management. Software configuration management refers to the process of capturing a software baseline, performing software builds (i.e. compiling baseline versions of code, capturing databases, system logicals, etc.), and placing the software baseline into a controlled operations directory. Configuration management will be performed by software quality assurance personnel or their designee. Code changes in response to informal problem reports would require no justification or approval for - ---------------------------------------------------------------------------- 5 273 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- implementation into the official build. Code changes in response to formal PRFs would require the concurrence of the software system engineer and/or test director prior to implementation into the official build. Configuration changes will be documented in the test procedure. Changes requiring retests will be coordinated with the software system engineer and/or test director. Starting with FAT, software backups will occur at least once a week (if not daily). At a minimum, CM builds will be performed before software subsystem tests in L.A. and/or Denver, before the FAT dry run in Denver, before FAT in Denver, before SAT dry run and SAT at the customer's sites. Disk image backups will be performed after the software tests in LA and/or Denver, after FAT in Denver, and after SAT at the customer's sites. The baseline plan includes no quality assurance personnel support on site. 4. REQUIREMENTS FLOWDOWN The requirements of the INMARSAT-P TT&C INFRASTRUCTURE SPECIFICATION will be translated into the Specification Flowdown and Verification Cross Reference Index (VCRI) matrix. This matrix maps the translation of the contract requirements to the system specification, flows down the requirements to the subsystem level, and provides a first cut of the test methods and phases under which each requirement shall be validated. The VCRI will be in a constantly changing state throughout the duration of the program. Prior to any acceptance testing the VCRI shall be updated and sent to the customer for review. A final version of the VCRI shall be incorporated in the Test Results package at the end of the program. 4.1 VERIFICATION METHODS Requirements are verified by one or more of the following methods: 1. By Design: A statement of intent to comply by fulfillment of the detailed requirements provided elsewhere. 2. Inspection: Visual checks of the completed item. - -------------------------------------------------------------------------------- 6 274 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 3. Analysis: A paper proof that the requirement has been satisfied, either by mathematical analysis or similarity to other qualification testing. 4. Demonstration: A controlled experiment in which the function is exercised and the qualitative characteristics are observed and recorded. 5. Test: A controlled experiment in which the parametric characteristics of a function are measured or otherwise quantified. 4.2 INTEGRATION & TEST FLOW Figure 1 indicates the flow of the I&T program, showing the buildup from detailed unit and vendor tests through the individual subsystem tests and on to the factory and site acceptance tests. The locations where the various tests are performed are also indicated. All reviews will be attended by the appropriate responsible engineering activities (REA's), system engineering and quality assurance. 4.2.1 BURN-IN TESTS Hughes will not perform a formal burn-in of all delivered items. Hughes will, in general, leave the units powered on during the integration and testing phases at the factory to identify any infant mortality failures. In addition, some vendors do perform a formal burn-in test of their commercial units prior to delivery to Hughes. 4.2.2 SUBSYSTEM Hardware development will be controlled by work orders. Software development will be controlled by configuration management and process control procedures. Individual software REAs are responsible for implementing these procedures. Informal I&T reviews will be held prior to the beginning of subsystem test. REAs are responsible for coordinating all required test equipment/resources required for test. 7 275 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- [SUBSYSTEM FLOW CHART] - -------------------------------------------------------------------------------- FIGURE 1: INTEGRATION AND TEST FLOW DIAGRAM - -------------------------------------------------------------------------------- 8 276 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- Informal PRFs and software SDRs or other approved means such as log sheets or action items lists will be used internally by the REA to track anomalies. Any anomalies involving changes to the hardware configuration must be documented in the work orders. A software baseline will be established through configuration management control. Subsystem tests will use informal test notebooks and procedures. The organization of the test notebook is described later in this section. Test results will be recorded. Test equipment configuration/calibration information will be recorded. 4.2.3 SUBSYSTEM SELL-OFF Hardware/software tests results will be reviewed. Hardware work orders/PRFs will be closed. Open issues will be transferred to a system level work order or formal system level PRF. Waivers/deviations will be reviewed. Subsystem software SDRs and PRFs will be closed. Open SDRs and PRFs will be transferred to formal system level PRFs. Waivers/deviations will be reviewed. Software system disk image backup will be performed. 4.2.4 SYSTEM INTEGRATION AND CHECKOUT Hardware deliverable equipment will be recalibrated to ensure a firm baseline for FAT. Hardware and software subsystems will be fully integrated. A dry run of the FAT procedure will occur. A CM build will be performed to establish a controlled software baseline for the beginning of the FAT. 4.2.5 FAT TEST READINESS REVIEW A Physical Configuration Audit (PCA) will be held to determine the exact hardware configuration. - -------------------------------------------------------------------------------- 9 277 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- Software configuration management control baselines will be reviewed. PRFs will be reviewed. Waivers / deviations will be reviewed. 4.2.6 FAT The FAT procedures will be executed. The results will be recorded. Test equipment configuration/calibration information will be recorded. Formal PRFs will be generated to document all anomalies. 4.2.7 PRESHIPMENT REVIEW (PSR) FAT results will be reviewed. A FAT report will be provided. Information to be included in the test reports was provided in section 3.4. System level work order/PRFs will be closed. Waivers/deviations will be reviewed. Open issues may require rework/retest prior to shipment. A plan for closure of these open issues will be presented. Results on updates to the PCA or software configuration management baselines will be provided. A software disk image backup will be performed. Site installation plans will be reviewed. 4.2.8 PACK AND SHIP Packing invoice/inventory of all deliverable and temporary equipment shall be performed by planning aided by manufacturing/engineering. Any dis-integration of equipment will be coordinated with REA. 4.2.9 SITE INSTALLATION Hardware and software subsystems shipped from Denver will be fully reintegrated at each of the customer's sites. Interfaces with the customer furnished RF equipment and antennas subsystem will be connected to the system. At the completion of the hardware integration at each of the SAN TT&C sites, a "dry-run" of the SAT procedures will be conducted to verify the hardware and software. 10 278 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR installation and the interfaces with the Data Communications Equipment for that site. CDRL documentation "library" will be established. The CDRLs will be maintained by Hughes until completion of SAT. Prior to the final review, the CDRLs will be inventoried and sold-off to I-CO. PRFs will be utilized to document all anomalies. A CM build will be performed to establish a controlled software baseline for the beginning of SAT. 4.2.10 SAT READINESS REVIEW Actions taken to close system level work orders/PRFs from FAT and those remaining open shall be reviewed. Waivers/deviations will be reviewed. Open issues may require rework/retest prior to SAT. Status/updates to the physical configuration audit or software configuration management baselines will be provided. Configuration status of the SAT procedure shall be reviewed. Test equipment configuration and calibration validity shall be reviewed. 4.2.11 SAT The SAT procedures will be executed. Test results will be recorded. Test equipment configuration/calibration information will be recorded. Formal PRFs will be utilized to document all anomalies. 4.2.12 FINAL REVIEW SAT results will be reviewed. A SAT report will be provided. Any system level work orders/PRFs that are still open will be closed, liens against system and plans to address them shall be generated. Waivers/deviations will be reviewed. Final results or updates to the PCA or software configuration management baselines will be provided. A software system disk image backup will be performed. 11 279 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- All CDRL documentation due at the completion of SAT will be provided. The system VCRI will be reviewed with the customer to verify all system requirements have been satisfied. 4.2.13 SUBSYSTEM TEST NOTEBOOKS/INFORMAL TEST PROCEDURES Subsystem test notebooks or informal test procedures shall include: 1. Inspections / analyses 2. Demonstration / test outline 3. Test data sheets / plots 4. Test equipment configuration 5. Informal PRFs / SDRs (or action item list) 4.2.14 SYSTEM TEST NOTEBOOK The system test notebook shall include: 1. System Specification 2. System I&T Plan 3. System Test Outline 4. System Test Procedures 5. System test log 6. PRFs 7. Customer lien list 8. Waivers or deviations - -------------------------------------------------------------------------------- 12 280 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5. TEST IDENTIFICATION 5.1 UNIT TESTS The Hughes-built units shall be tested at the Hughes facility in Denver, Colorado. Standard Hughes test procedures shall be used. Testing of units from other vendors (non-Hughes) shall be tested per each vendor's standard practice. Software units shall be tested at the Hughes facilities in Denver, Colorado, or El Segundo, California. Standard Hughes test procedures shall be used. 5.2 SUBSYSTEM TESTS The subsystem tests shall be directed by the Hughes REA upon conclusion of subsystem integration. The tests shall be conducted at the Hughes facilities in Denver or El Segundo, depending upon origin of the equipment or software. The subsystem tests shall verify that the various subsystems are performing to specification and are ready for systems integration. Tests results are recorded in test notebooks. Test anomalies are recorded on informal report forms. Material deficiencies are recorded in the work orders. 5.2.1 AC POWER TEST The AC power test shall verify that the proper AC voltage is being distributed to each rack. It shall also verify the operation of the ac power distribution panel in each rack and ensure that all AC power strips in each rack are wired properly. 5.2.2 BASEBAND SUBSYSTEM TEST The baseband subsystem tests shall use the telemetry and command (T&C) simulator as a data source and shall demonstrate that the baseband units are properly cabled and functioning. These units include the remote telemetry & command units, IF Matrix Switch and associated cabling. The local controller (PC) shall be used to control the remote units for this test - -------------------------------------------------------------------------------- 13 281 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.2.2.1 TELEMETRY TEST The telemetry test shall demonstrate that the remote telemetry hardware performs the functions necessary to recover pulse code modulation (PCM) using 70 MHz telemetry from the T&C simulator. The functions required for PCM consist of receiver tuning, phase demodulation, phase shift keyed (PSK) demodulation, bit synchronization, and frame synchronization. This test shall be demonstrated for on-line and backup hardware by appropriate patching. 5.2.2.2 COMMAND TEST 5.2.2.3 The command test shall demonstrate command operations of the remote command hardware and FM modulator. The command tone output of the command unit shall be verified using both an oscilloscope and the T&C simulator. The FM modulator 70 MHz output modulation shall be verified after adjusting frequency deviation in the operate mode. This test shall be demonstrated for on-line and backup command hardware. NOTE: The Command Encryptor/Decryptor is interfaced to the computer subsystem and will be tested during the computer subsystem tests and at the Factory Acceptance Test. 5.2.2.4 T&C IF RANGING CALIBRATION TEST The 70 MHz range monitor output of the FM modulator shall be connected to the telemetry unit input and the FM modulator shall be set to the calibrate mode for reduced deviation. The FM modulator 70 MHz output shall be verified for proper modulation after adjusting frequency deviation in the calibrate mode and it shall be demonstrated that proper phase delay measurements are made for each of the four range tones. This test shall be demonstrated for on-line and backup telemetry & command hardware. 5.2.2.5 PATCH PANELS TEST The baseband subsystem patch panel test shall verify assigned signals at the patch panels in the baseband rack. - -------------------------------------------------------------------------------- 14 282 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 5.2.2.6 IF MATRIX SWITCHING TEST The baseband subsystem IF Matrix switching will be tested to verify all signal paths into the remote telemetry & command units. 5.2.2.7 BASEBAND TO SATELLITE T&C SUBSYSTEM COMPATIBILITY TEST A test shall be conducted with a deliverable Baseband unit and the F1 satellite T&C subsystem to verify compatibility in all baseband functions. 5.2.3 RF SUBSYSTEM The RF subsystem equipment is all customer furnished equipment. No subsystem testing will be conducted by Hughes. 5.2.4 ANTENNA SUBSYSTEM The Antenna subsystem equipment is all customer furnished equipment. No subsystem testing will be conducted by Hughes. 5.2.5 COMPUTER SUBSYSTEM TESTS The computer subsystem integrator determines and documents the environment/configuration and coordinates the efforts of the software REs to install and integrate the computer software. The computer equipment/configuration shall be as close to the final deliverable configuration as possible. Once the computer system integrator agrees that the software has been successfully integrated, a controlled baseline of the computer system and software will be built/installed. Problems encountered during subsystem testing are documented on Hughes internal SDRs and/or PRFs. Test results will be documented in subsystem test notebooks as defined in section 4.2.2. 5.2.5.1 ON-LINE SOFTWARE TESTS The On-line software tests will demonstrate the ability to process telemetry, command and ranging operator requests and data. Telemetry & command hardware, as well as a T&C Simulator will be available to support this testing. Functions such as telemetry history, - ------------------------------------------------------------------------------- 15 283 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- event logging, displays and the interpretive command language will also be demonstrated. 5.2.5.2 STATUS AND CONTROL SOFTWARE The status & control tests shall demonstrate the ability of the workstation software to produce graphic control screens and communicate with key hardware items (e.g., remote telemetry & command units). Status & control interfaces to the customer furnished equipment (CFE) (refer to 5.2.3 and 5.2.4) will be tested utilizing an emulator and CFE provided test units. 5.2.5.3 OFF-LINE SOFTWARE TESTS 5.2.5.3.1 ORBITAL ANALYSIS SOFTWARE TEST The following orbital analysis functions shall be demonstrated in interactive and batch mode, where appropriate. Pregenerated data files shall be used as input. All operator input shall be specified in the test procedure. The test results shall be compared to actual satellite data where available, otherwise they shall be compared to previously validated output data. The following is a list of typical functions that will be demonstrated: - User Interface/HMI - Database Utilities Orbit Estimation Attitude Estimation Ephemeris Prediction - Eclipse Prediction - Station Keeping Maneuver Planning - Sun and moon interference prediction - Attitude Sensor Predictions & Calibration 5.2.5.4 SPACECRAFT HEALTH & PERFORMANCE ANALYSIS SOFTWARE TEST The analysis software tests shall demonstrate the ability to access spacecraft history files to extract data for tabular and graphical reports. 5.2.6 INTER-SITE DATA COMMUNICATIONS INTERFACE (DCI) The Inter-site Data Communications Interface Subsystem test will verify that the Hughes furnished Network interface equipment can process each of the signal types at the appropriate data rates. Software configurations for the equipment will be established, verified * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 16 284 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- and documented. Inter-site communications tests, to include CFE Communications equipment, will be performed on site during SAT. 5.2.7 DYNAMIC SATELLITE SIMULATOR (DSS) TEST The DSS is tested at the subsystem level in El Segundo, California. It has its own test plan and requirements (refer to applicable documents in Section 2). Final acceptance and sell-off of the DSS will be performed at the FAT and at site during the Site Acceptance test. 5.2.8 IOT SUBSYSTEM TEST A subsystem test of the IOT system will verify proper operation and integration of the IOT Test equipment, computers, test software and test applications software/procedures. 5.3 FACTORY ACCEPTANCE TEST (FAT) The Test Director (TD) is responsible for FAT execution and for collection of test results. The system FAT shall be conducted at Denver, and shall be witnessed by I-CO. The emphasis of FAT is to verify successful integration of On-line software functions and the subsystem to subsystem interfaces. The FAT shall verify, within the constraints posed by the factory environment, that the integrated system is performing to specifications and is ready for installation at the site. At the conclusion of FAT testing, the test data, PRFs and notes are collected into a FAT test results report. The preshipment review shall be held in conjunction with the test FAT data review. Upon successful completion of the FAT the equipment shall be packed, shipped and installed at the appropriate site. 5.3.1 FAT SYSTEM CONFIGURATION The remote telemetry & command equipment, and computer On-line software subsystem interfaces shall be established to the extent possible in the factory environment. The Data Communications Interfaces between the SCC and BCC computer equipment to each of the SAN site's remote telemetry & command equipment will be - -------------------------------------------------------------------------------- 17 285 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------- connected using direct connect test cables. T&C simulators shall be utilized to provide a simulated spacecraft T&C interface to each of the baseband systems. The T&C simulator receives command generator tone outputs and decodes clear text commands. The T&C simulator also generates and provides simulated PCM or Bi-phase modulated telemetry inputs to the telemetry units. For more details about the T&C simulator refer to T&C Simulator Users Guide, reference section 2 applicable documents. 5.3.2 COMPUTER CHECKOUT The computer checkout tests shall demonstrate that the computers are operationally ready to host the On-line software. Each computer shall be boot loaded with the On-line software. The operator shall log on to the control terminal and exercise the interactive commands and display functions to demonstrate the operational readiness of the On-line software. A selected set of commands shall be entered to demonstrate the ability to receive and process operator instructions. The message logger file shall be examined to verify the ability to log operator actions. The message logger file shall be examined at the end of the test to verify the ability to log system activity and alarm messages. The On-line software shall be initiated to verify the presence of On-line software database files. 5.3.3 TELEMETRY PROCESSING The functionality of the On-line software and the remote telemetry & command subsystem interfaces shall be tested by supplying a simulated spacecraft command reception and telemetry response to the baseband subsystem. The following tests shall be performed to demonstrate decommutation, conversion, and display of telemetry data from a given encoder. 5.3.3.1 PCM DATA TEST. T&C simulated PCM data received by each of the remote telemetry units, shall be processed and displayed by the associated real time software. - ----------------------------------------------------------------------------- 18 286 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR ________________________________________________________________________________ It shall be verified that the correct remote telemetry receiver/decom module is receiving the PCM data signal and can lock to it. Decommutation of PCM telemetry data shall be verified by observation of minor frame count and time on the workstation display. Conversion of raw data to engineering units shall be verified by observation of selected parameters on the workstation display. Limit checking of PCM telemetry data shall be verified by modifying the alarm limits of selected parameters and observing the resulting alarm messages. 5.3.3.2 DATA ARCHIVING PCM data from the T&C simulator shall be received by the remote telemetry units, processed and displayed by software. The satellite attitude data shall be extracted from the PCM data and sent to the satellite acquisition task to be placed in the archive queue. The data queue display on the orbital operations workstation shall be used to confirm the reception of archive data. 5.3.4 TRANSMISSION OF SATELLITE COMMANDS. The commanding software functions that provide for the transmission, verification, and execution of commands in various modes shall be demonstrated. Both clear and encrypted modes will be tested, which will also verify the interface to the Command Encryptor/Decryptor. Several commands shall be transmitted to the T&C simulator, verified, and executed. Command transmission shall be visually confirmed by the displays on the workstation, and T&C simulator. Additional commands shall be issued to verify the ability of the software to update memorized LRVs. 5.3.4.1 HAZARDOUS SATELLITE COMMANDING Hazardous commands shall be issued to demonstrate the ability of the software to screen (i.e. inhibit) commands. ________________________________________________________________________________ 19 287 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.3.5 RANGING 5.3.5.1 The ranging software functions which provide for calibration and computation of range points shall be demonstrated. 5.3.5.2 T&C IF RANGE CALIBRATION TEST The functionality of the IF T&C range calibration test has been done at the subsystem level. The emphasis at FAT is the integration of the real-time software. The software shall configure the baseband system for T&C IF range calibration. As defined in subsystem testing the deviation of the FM modulator will be reduced and the output signal power level shall be reduced (i.e., calibration mode). The IF ranging calibration shall be initiated and the phase counts shall be displayed and stored. 5.3.6 COMPUTER SUBSYSTEM AND SOFTWARE The computer subsystem and software tests shall include a test which shall verify the consistency of essential operational databases in each server. A concurrent test will be performed which shall verify the operational capacity of computers under the operational conditions such as simultaneous commanding, On-line/Off-line telemetry processing and analysis. This test will establish a typical configuration of system users and it will demonstrate that normal operations can be sustained. 5.3.6.1 COMPUTER TO TIMING INTERFACE TEST The timing test shall demonstrate the capabilities of the timing equipment. The time code generator shall be set to the correct date and time and proper updating of the display shall be verified. The computers shall be commanded to read time from the time code generator, and correct reception shall be verified. 5.3.6.2 ON-LINE SOFTWARE TESTS The On-line software will have been tested and sold off during the subsystem test phase. Selected On-line software functions will be demonstrated to verify the proper installation of the software and - -------------------------------------------------------------------------------- 20 288 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- associated databases. This software will be used extensively throughout the SAT to verify the end to end functionality of the entire system. 5.3.6.3 OFF-LINE SOFTWARE TESTS The Off-line software will have been tested and sold off during the subsystem test phase. Selected Off-line software functions will be demonstrated to verify the proper installation of the software and associated databases. 5.3.6.4 STATUS AND CONTROL SOFTWARE TESTS The selected ground status and control software functions which provide control and monitoring of ground station shall be demonstrated. The following software functions shall be demonstrated: 1. Monitoring and controlling of selected equipment via TT&C computer display screen 2. Monitoring and controlling of selected equipment via workstation graphic displays Each control parameter shall be set to desired states via the TT&C control screen. The observed change in the target baseband or RF equipment is reported. The change in the status parameter displayed on the screen shall also be observed. For those status parameters that cannot be altered from the computer, desired status shall be manually induced and the resulting status display shall be observed. NOTE: The status and control functions for the CFE are tested against an emulator during subsystem tests. Due to the fact that this equipment is not available during the FAT, these status and control tests will be deferred to the SAT. 5.3.7 INTER-SITE DATA COMMUNICATIONS INTERFACE (DCI) 5.3.7.1 SCC & BCC COMMUNICATIONS TO SAN TT&C SITES Proper operation of the inter-site Data Communications Interfaces will be verified as part of the computer software tests. These tests demonstrate the ability to transfer traffic between the SCC and BCC - -------------------------------------------------------------------------------- 21 289 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- sites to and from the remote telemetry & command equipment located at each of the SAN TT&C sites. This traffic will include telemetry, command and ranging data, along with equipment status & control. 5.3.8 IOT SUBSYSTEM TEST The IOT Subsystem Test of the FAT will verify that the IOT hardware and software meets the subsystem requirements and also verify proper system performance when interfaced with the SCC computers and TT&C software. 5.3.9 GROUND TT&C EQUIPMENT SYSTEM LOADING AND STRESS TEST. A demonstration shall be conducted to verify that the worst case computational load environment can be processed within the specified margins for the complete GCE system. This will include simultaneous control and status of the six simulated remote site RF/antennae equipment sets, processing data from twelve simulated satellites. The data transfer of backup data to the BCC and BCC control and status switchover shall also be demonstrated. 5.4 SITE ACCEPTANCE TEST The SAT shall be directed by a test conductor at the conclusion of site installation. These tests shall be conducted at the appropriate facilities and shall be witnessed by I-CO. The emphasis of SAT is to verify: 1. The Hughes provided equipment was not damaged in shipment and is properly installed. 2. Verify interfaces between the Hughes ground system equipment and the customer provided facilities. 3. Demonstrate that the complete ground control system functions as an integrated entity. 4. Demonstrate compatibility of the ground control system with the INMARSAT-P spacecraft. 5. Verify the system interfaces that were not physically possible to test during FAT (specifically the CFE RF and Antenna equipment. - -------------------------------------------------------------------------------- 22 290 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR ________________________________________________________________________________ 5.4.1 SITE INTEGRATION AND CHECKOUT 5.4.1.1 SAT SYSTEM CONFIGURATION All the delivered equipment and racks shall be installed in their appropriate sites. The customer furnished equipment that was not available at FAT, such as the RF and antenna subsystems, will be interfaced to the system according to the system design drawings. The network interface equipment will be connected to the customer furnished communications lines. 5.4.1.2 COMPUTER CHECKOUT The system computers shall be brought up with On-line software and some high level integrity checks shall be performed to verify that equipment damage during shipping has not occurred and that the system computer connectivity has been re-established. The usage of the system computers throughout the remaining SAT test shall add additional confidence. 5.4.1.3 TELEMETRY PROCESSING The functionality of the On-line software and the remote telemetry & command subsystem interfaces shall be tested by supplying a simulated spacecraft command reception and telemetry response to each of the baseband subsystems utilizing the T&C simulators. The following tests shall be performed to demonstrate decommutation, conversion, and display of telemetry data from a given encoder. 5.4.1.3.1 PCM DATA TEST T&C simulated PCM data received by each of the remote telemetry units shall be processed and displayed by the associated On-line software. It shall be verified that the correct telemetry receiver/decom module is receiving the PCM data signal and can lock to it. Decommutation of PCM telemetry data shall be verified by observation of minor frame count and time on the workstation display. ________________________________________________________________________________ 23 291 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- Conversion of raw data to engineering units shall be verified by observation of selected parameters on the workstation display. Limit checking of PCM telemetry data shall be verified by modifying the alarm limits of selected parameters and observing the resulting alarm messages. 5.4.1.3.2 DATA ARCHIVING PCM data from the T&C simulator shall be received by the remote telemetry units, processed and displayed by software. The satellite attitude data shall be extracted from the PCM data and sent to the satellite acquisition task to be placed in the archive queue. The data queue display on the orbital operations workstation shall be used to confirm the reception of archive data. 5.4.1.4 TRANSMISSION OF SATELLITE COMMANDS. The commanding software functions that provide for the transmission, verification, and execution of commands in various modes shall be demonstrated. Both clear and encrypted commands will be tested. Several commands shall be transmitted to the T&C simulator, verified, and executed. Command transmission shall be visually confirmed by the displays on the workstation, and T&C simulator. Additional commands shall be issued to verify the ability of the software to update memorized parameters. 5.4.1.4.1 HAZARDOUS SATELLITE COMMANDING Hazardous commands shall be issued to demonstrate the ability of the software to screen (i.e., inhibit) commands. 5.4.1.5 RANGING The ranging software functions which provide for calibration and computation of range points shall be demonstrated. - ------------------------------------------------------------------------------- 24 292 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.1.5.1 T&C IF RANGE CALIBRATION TEST The functionality of the IF T&C range calibration test has been done at the subsystem level. The emphasis at FAT is the integration of the On-line software interfaces. The software shall configure the baseband system for T&C IF range calibration. As defined in subsystem testing the deviation of the FM modulator will be reduced and the output signal power level shall be reduced (i.e., calibration mode). The IF ranging calibration shall be initiated and the phase counts shall be displayed and stored. 5.4.1.6 ANTENNA MONITORING The antenna control software to antenna subsystem interfaces, that provide for monitoring of the antenna positions and status shall be demonstrated. 5.4.1.7 COMPUTER SUBSYSTEM AND SOFTWARE The computer subsystem and software tests shall include a test which shall verify the consistency of essential operational databases in each server. A concurrent test will be performed which shall verify the operational capacity of computers under the operational conditions such as simultaneous commanding, On-line/Off-line telemetry processing and analysis. This test will establish a typical configuration of system users and it will demonstrate that normal operations can be sustained. 5.4.1.7.1 COMPUTER TO TIMING INTERFACE TEST The timing test shall demonstrate the capabilities of the timing equipment. The time code generator shall be set to the correct date and time and proper updating of the display shall be verified. The computers shall be commanded to read time from the time code generator, and correct reception shall be verified. - -------------------------------------------------------------------------------- 25 293 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.1.7.2 ON-LINE SOFTWARE TESTS The On-line software will have been tested and sold off during the subsystem test phase. Selected On-line software functions will be demonstrated to verify the proper installation of the software and associated databases. This software will be used extensively throughout the SAT to verify the end to end functionality of the entire system. 5.4.1.7.3 OFF-LINE SOFTWARE TESTS The Off-line software will have been tested and sold off during the subsystem test phase. Selected Off-line software functions will be demonstrated to verify the proper installation of the software and associated databases. 5.4.1.7.4 STATUS AND CONTROL SOFTWARE TESTS The selected ground status and control software functions which provide control and monitoring of ground station shall be demonstrated. The following software functions shall be demonstrated: 1. Monitoring and controlling of selected equipment via TT&C computer display screen 2. Monitoring and controlling of selected equipment via workstation graphic displays Each control parameter shall be set to desired states via the TT&C control screen. The observed change in the target baseband or RF equipment is reported. The change in the status parameter displayed on the screen shall also be observed. For those status parameters that cannot be altered from the computer, desired status shall be manually induced and the resulting status display shall be observed. These tests will include status & control of the CFE RF and Antenna equipment. 5.4.1.8 INTER-SITE DATA COMMUNICATIONS INTERFACE (DCI) - ------------------------------------------------------------------------------- 26 294 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.1.8.1 SCC & BCC COMMUNICATIONS TO SAN TT&C SITES Proper operation of the inter-site Data Communications Interfaces will be verified as part of the computer software tests. These tests demonstrate the ability to transfer traffic between the SCC and BCC sites to and from the remote telemetry & command equipment located at each of the SAN TT&C sites. This traffic will include telemetry, command and ranging data, along with equipment status & control. 5.4.1.9 DYNAMIC SATELLITE SIMULATOR (DSS) The DSS is used to simulate the detailed functioning of the satellite and its interfaces for the SAT testing. 5.4.1.10 IOT SUBSYSTEM TEST This will be rerun of the IOT FAT test to verify proper installation of the IOT system in the selected SAN site and proper performance over the communication network with the SCC. 5.4.2 OVERALL SYSTEM PERFORMANCE DEMONSTRATION This will be in essence a rerun of the System Loading and Stress Test in Section 5.3.9 of this document. This will include simultaneous control and status of the six remote site RF/antennae equipment sets, processing data from twelve simulated satellites at the remote sites. The data transfer of backup data to the BCC and BCC control and status switchover shall also be demonstrated. 5.5 FINAL ACCEPTANCE REVIEW ----------------------- A final acceptance review shall be conducted at the completion of SAT. 5.6 SATELLITE TO SCC COMPATIBILITY TEST ----------------------------------- A Satellite to SCC compatibility test shall be conducted with the F1 satellite (in the El Segundo factory) via a communication link with the SCC. - ------------------------------------------------------------------------------- 27 295 GCE Implementation and Test Plan Exhibit E Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- ACRONYMS - -------- CDRL - Contract Data Requirements CM Configuration Management FAT Factory Acceptance Test HISD Hughes Information Systems Division. PCA Physical Configuration Audit PRF Problem Report Form SAT Site Acceptance Test SDR Software Discrepancy Report VCRI Verification Cross Reference Index - -------------------------------------------------------------------------------- 1 296 CONTRACT NUMBER ICOO/95-1002/NR ------------------------------------- EXHIBIT F GCE TECHNICAL SPECIFICATION ------------------------------------- 3 OCTOBER 1995 I-CO GLOBAL HUGHES SPACE AND COMMUNICATIONS COMMUNICATIONS (OPERATIONS) LIMITED INTERNATIONAL, INC. - ----------------------- ------------------------ Olof Lundberg Donald L. Cromer Chief Executive Officer Chief Executive Officer 297 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR 1. SCOPE..................................................................... 1 2. REFERENCED DOCUMENTS...................................................... 1 3. SYSTEM AND SEGMENT DESCRIPTION............................................ 1 3.1 SYSTEM OVERVIEW 1 3.2 GROUND CONTROL EQUIPMENT (GCE) OVERVIEW 1 4. (INTENTIONALLY LEFT BLANK)................................................ 6 5. ALLOCATION OF REQUIREMENTS................................................ 6 5.1 GENERAL 6 5.1.1 General Requirements......................................... 6 5.2 REMOTE TT&C EQUIPMENT 6 5.2.1 Functional Description....................................... 6 5.2.2 General...................................................... 7 5.2.3 Baseband Unit................................................ 10 5.2.4 Ground Equipment Control and Status Interface................ 11 5.2.5 Switching.................................................... 11 5.2.6 Data Processing Equipment.................................... 11 5.2.7 Communication and Multiplexing Equipment..................... 11 5.2.8 T&C Simulator................................................ 11 5.2.9 External Interface requirements.............................. 12 5.3 SATELLITE CONTROL CENTER/BACKUP CONTROL CENTER EQUIPMENT 12 5.3.1 Functional Description....................................... 12 5.3.2 Requirements................................................. 12 5.4 OFF-LINE SOFTWARE 17 5.4.1 Functional Description....................................... 17 5.4.2 Processing Requirements...................................... 18 298 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR 5.4.3 Attitude Processing.................................................. 18 5.4.4 Orbit................................................................ 20 5.4.5 Injection............................................................ 21 5.4.6 Maneuver............................................................. 22 5.4.7 Orbit Keeping........................................................ 23 5.4.8 Propellant Budgeting................................................. 24 5.4.9 Long term Planning................................................... 24 5.4.10 Evaluation........................................................... 25 5.4.11 Planning & Scheduling................................................ 25 5.4.12 Visualization tools.................................................. 27 5.5 On-line software (Satellite Telemetry & Command) 27 5.5.1 Functional Description............................................... 27 5.5.2 General.............................................................. 27 5.5.3 Satellite Telemetry Processing....................................... 28 5.5.4 Satellite Command Processing......................................... 29 5.5.5 ON-LINE HMI (controls & displays).................................... 30 5.6 Ground System Status and Control (GSC) 32 5.6.1 Functional Description............................................... 32 5.6.2 GSC Processing Requirements.......................................... 32 5.7 Simulation 34 5.8 IOT Subsystem 34 5.8.1 Functional Description............................................... 34 5.8.2 General requirements................................................. 34 5.8.3 Test equipment....................................................... 34 5.8.4 Payload IOT requirements............................................. 35 5.9 Database 36 5.9.1 Description.......................................................... 37 5.9.2 Satellite command database........................................... 37
299 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR 5.9.3 Satellite telemetry database:.......................37 5.9.4 Satellite database..................................37 5.9.5 Command procedures (PROCs)..........................38 5.10 QUALITY 38 5.11 DESIGN AND CONSTRUCTION 38 5.11.1 Hardware...........................................38 5.11.2 Software...........................................38 300 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR LIST OF TBD'S, TBR'S, TBS'S - --------------------------- TBR's - ----- none 301 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 1. SCOPE This document defines the functional, performance, and design requirements for the INMARSAT-P Ground Control Equipment (GCE) of the INMARSAT-P mobile satellite system. 2. REFERENCED DOCUMENTS 2.1 Interface Requirements Specification ------------------------------------ 2.2 Exhibit B Appendix 3- DSS Specifications ---------------------------------------- 2.3 Exhibit G GCE Product Assurance Plan ------------------------------------ 3. SYSTEM AND SEGMENT DESCRIPTION 3.1 SYSTEM OVERVIEW --------------- The INMARSAT-P mission is to provide world wide coverage for hand held or on-vehicle cellular communication devices. The INMARSAT-P satellite system consists of ten to twelve satellites in intermediate circular earth orbit with a Semi Major Axis of 10,700 km which provides an orbital period of 6 hours. There are two orbit planes with five to six satellites per plane. The planes are inclined at 45 degrees and -45 degrees. The operational satellites are equally spaced within the orbit plane and phased with the satellites in the other plane to provide continuous visibility of the whole Earth. The GCE consists of the primary Satellite Control Center (SCC), the Backup Control Center (BCC), and Remote TT&C baseband equipment at selected Satellite Access Node (SAN) sites. The GCE missions are: - to support launch, deployment, and In Orbit Testing (IOT) - to monitor and maintain the health of the satellite - to maintain attitude, orbit, power, etc. within the needs of the Communication payloads. There are 12 (or more) Satellite Access Node (SAN) remote sites containing five antennas, RF equipment and baseband equipment 1 302 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- required to process the communication traffic and to control the communication payload. Six to eight of these sites will be used for the TT&C mission via inclusion of three dedicated baseband equipment strings at each site. The TT&C SAN sites are connected to the SCC and BCC via communication lines. All SAN sites are also connected to the Network Management Center (NMC) which can control and status all the sites. The SCC and BCC are connected via a communication network. 3.2 GROUND CONTROL EQUIPMENT (GCE) OVERVIEW The purpose of the GCE is to provide hardware and software for an integrated planning, execution, and evaluation system to interact with the SAN sites, antenna and RF equipment, and TT&C baseband components to accomplish C-band contacts with the INMARSAT-P satellites for continuous monitoring. The GCE also provides simulation capabilities for launch and training related activities. The GCE supports vehicle state of health, data analysis, simulation for anomaly analysis and resolution, command planning and verification and exercise and rehearsal support. The GCE consists of SCC, BCC, communication network between the SCC and BCC, communication lines to the SAN sites, and the remote baseband equipment at the SAN sites. Six of the 12 SAN sites will be used for TT&C. The 6 SAN sites provide continuous monitoring capability for the 12 satellites. When a contact is planned, the SCC will predict which SAN site is to be used and send pointing data. During contact, the SCC will select the pointing data for each antenna, send command uploads, and receive telemetry via the communication line. - -------------------------------------------------------------------------------- 2 303 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR [12 REMOTE SAN SITES] [GRAPHIC CONTAINING THE FOLLOWING CALL-OUTS] Network Management Centre (NMC) TT&C Segment Backup Spacecraft Control Centre Spacecraft Control Centre (SCC) FIGURE 1 - SYSTEM OVERVIEW - -------------------------------------------------------------------------------- 3 304 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR TT&C SEGMENT [GRAPHIC CONTAINING THE FOLLOWING CALL-OUT] NETWORK MGMT. CENTER FIGURE 2 - GROUND CONTROL EQUIPMENT OVERVIEW - -------------------------------------------------------------------------------- 4 305 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR [CHART FIGURE 3 - GCE SCC SOFTWARE] ________________________________________________________________________________ 5 306 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR ________________________________________________________________________________ 4. (INTENTIONALLY LEFT BLANK) 5. ALLOCATION OF REQUIREMENTS 5.1 GENERAL The contractor shall deliver TT&C Ground Control Equipment including hardware, software, and procedures, that successfully supports performance of the appropriate overall INMARSAT-P spacecraft control functions. For the GCE the overriding purpose is that the requirements contained in this specification will result in the contractor delivering a GCE system that allows the customer to operate the fleet of satellites over the life of the mission. This includes: - Injection, on-orbit acceptance, and final orbit operations - Satellite on station O&M operations up to and including the full 12 satellite fleet - Satellite anomaly investigation capability - Ground equipment O&M - Training exercises ________________________________________________________________________________ 6 307 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR ________________________________________________________________________________
5.1.1 GENERAL REQUIREMENTS 5.1.1.1 Maximum number of satellites = twelve 5.1.1.2 Number of remote sites = six 5.1.1.3 Maximum number of antenna/site = five 5.1.1.4 All equipment provided as part of the GCE shall be able to operate with 120v, 60Hz or 220/240v, 50Hz 5.1.1.5 The overall system shall be capable of easy expansion to seven or eight remote sites. 5.1.1.6 The initial system shall be capable of operation with two simultaneous DSS's. 5.1.1.7 Expansion of the design to 14 satellites shall also be possible. 5.1.1.8 The computers and baseband unit switching and patching shall allow for a high degree of operational flexibility and convenience. 5.1.1.9 Specifically, cables, switches and patches will be unambiguously labeled and highlighted. 5.1.1.10 The complete system shall be provided with reasonable safeguards to prevent unauthorized access. 5.1.1.11 Operational concept reviews shall be held during the design phase with the goal of demonstrating adequate system automation so that two controllers can operate the complete constellation. 5.1.1.12 Operational software shall be designed in general for easy change and maintenance for such items as differences between S/C, commonality between sites, and adding two more satellites to the system. 5.1.2 During hardware and software selection, vendors shall be evaluated and selected with due consideration for their service and maintenance capability in all expected GCE system worldwide geographic sites.
________________________________________________________________________________ 7 308 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.2 REMOTE TT&C EQUIPMENT 5.2.1 FUNCTIONAL DESCRIPTION The remote TT&C equipment consists primarily of baseband units, communication and network equipment, and a front end IF switch. The baseband units receive, demod, synch, buffer, and transfer the telemetry data over the communications network to the SCC. Commands are received from the SCC, buffered, the command tones are generated and output to the IF interface. In addition, ranging tones can be generated and output to the command IF interface and received back on the telemetry link. The phase difference is determined and the data is timetagged and transferred to the SCC. The IF switch can be remotely controlled from the SCC to permit selecting the appropriate antenna/satellite to interface to a particular baseband unit. All three baseband units can be used simultaneously for satellite data processing. 5.2.2 GENERAL 5.2.2.1 One TT&C Group at each TT&C site. 5.2.2.2 Three simultaneous baseband channels per TT&C group 5.2.2.3 No single point failure shall cause the loss of more than one baseband function. 5.2.2.4 The system design shall allow manual commanding (clear mode) from the remote sites. - -------------------------------------------------------------------------------- 8 309 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- [TT&C SITE FUNCTIONAL BLOCK DIAGRAM] FIGURE 4 - REMOTE SITE EQUIPMENT - -------------------------------------------------------------------------------- 9 310 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- INTERFACE IDENTIFICATION DIAGRAM FIGURE 5 - REMOTE SITE INTERFACES - -------------------------------------------------------------------------------- 10 311 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.2.3 BASEBAND UNIT 5.2.3.1 Functional Description 5.2.3.2 Command Generation 5.2.3.2.1 Command buffer 5.2.3.2.2 Support Frequency Shift Key (FSK) Return to Zero (RZ) format commanding for the I-COGC satellites. - -------------------------------------------------------------------------------- 11 312 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.2.3.2.3 Frequency Modulate (FM) the baseband command tones onto a 70 Mhz nominal IF output. 5.2.3.3 Downlink/Telemetry 5.2.3.3.1 Receive two telemetry streams at a nominal 70 Mhz IF. 5.2.3.3.2 Phase demodulate range tones and/or telemetry subcarriers. 5.2.3.3.3 Provide subcarrier demodulation for Phase Shift Key (PSK) Pulse Code Modulation (PCM) telemetry data. 5.2.3.3.3.1 Bit synch 5.2.3.3.4 Frame synchronize, time tag, and buffer the telemetry data. 5.2.3.3.4.1 Output the telemetry frame to the communication interface. 5.2.3.4 Ranging 5.2.3.4.1 Generate Ranging tones. 5.2.3.4.2 Measure range delay to an accuracy of 15 meters random and bias. 5.2.3.4.3 Perform range calibration measurements. 5.2.3.4.4 Time stamp range value to an accuracy of +/-1 Millisecond. 5.2.3.5 CONTROL & STATUS (BASEBAND UNIT) 5.2.3.5.1 Command generator 5.2.3.5.2 Range Tone Processor 5.2.3.5.3 frame synchs 5.2.3.5.4 Baseband unit level - -------------------------------------------------------------------------------- 15 313 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 5.2.4 GROUND EQUIPMENT CONTROL AND STATUS INTERFACE Note: these interfaces have been replaced with a single network interface defined in Section 5.2.9. 5.2.5 SWITCHING 5.2.5.1 Simultaneously connect up to 3 sets of baseband equipment strings to selected IF interfaces of six total (5 antenna plus T&C Simulator). 5.2.6 DATA PROCESSING EQUIPMENT 5.2.6.1 Provide computer resources for remote control of the Baseband strings. 5.2.7 COMMUNICATION AND MULTIPLEXING EQUIPMENT 5.2.7.1.1 Provide a local area network for control, status, and data (telemetry, command, and ranging) transfer to/from the baseband units, IF switch, simulators, and remote data processing equipment. 5.2.7.1.2 Provide a local area network interface to the antenna & RF control & status network. 5.2.8 T & C SIMULATOR 5.2.8.1 Functional description The T&C simulator is used to verify proper functioning of the baseband can generate a simulated PCM telemetry stream and also process the command tones back to the digital level. 5.2.8.2 General requirements 5.2.8.2.1 Model the ICOG-C satellite telemetry and command functions as necessary to test the baseband units. 5.2.8.3 Model the PCM telemetry 5.2.8.3.1 Convert the digital telemetry output of the computer to NRZ-L PCM IF output. - -------------------------------------------------------------------------------- 16 314 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.2.8.4 Command signal processing 5.2.8.4.1 Demodulate and convert the command IF input signal to a digital command data input to the computer 5.2.8.5 Range tone processing 5.2.8.5.1 Input range tones and output the data on the phase modulated telemetry IF output. 5.2.8.6 Telemetry and command digital processing 5.2.8.6.1 Generate a 1 or 4kbit telemetry stream with satellite ID, frame synch patterns, and stored telemetry frames. 5.2.8.6.2 Accept clear commands, decode, and store for display 5.2.8.6.3 Accept secure commands and store for display. 5.2.8.7 Control and status 5.2.8.7.1 Permit direct operator control of telemetry data generation including on/off, rates, frame synch patterns, and modes. 5.2.8.7.2 Display modes, telemetry data, and received commands. 5.2.9 EXTERNAL INTERFACE REQUIREMENTS Refer to the INMARSAT-P Interface Requirements Spec for details. 5.2.9.1 SCC/BCC Communication Interface 5.2.9.1.1 Communication links with the SCC. 5.2.9.1.2 Communication links with the BCC. 5.2.9.2 Antenna and RF Equipment Interface 5.2.9.2.1 This shall be a local area network to local area network interface. - -------------------------------------------------------------------------------- 17 315 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.2.9.3 Baseband data interface 5.2.9.3.1 Downconverted telemetry/ranging signal at a nominal IF of 70Mhz from each antenna/RF set. 5.2.9.3.2 Modulated command/ranging signal at a nominal IF of 70 Mhz to each antenna/RF set. 5.3 SATELLITE CONTROL CENTER/BACKUP CONTROL CENTER EQUIPMENT 5.3.1 FUNCTIONAL DESCRIPTION The SCC/BCC Equipment includes the necessary COTS data processing hardware and both COTS and contractor software to support the INMARSAT Mission. In particular, this equipment will support users of on-line, off-line and simulation software in operational, maintenance, test, and development activities. This equipment includes the network, network interconnect devices (e.g., hubs and routers), intelligent workstations (user and server platforms), peripheral devices (i.e., terminal servers and printers), and Software (i.e., Operating Systems, Networking Protocols, and Development Environment Support Tools). 5.3.2 REQUIREMENTS 5.3.2.1 General 5.3.2.1.1 Requirements are the same for the BCC as the SCC unless otherwise noted. 5.3.2.2 System Availability 5.3.2.2.1 No single point failure shall prevent the capability (exclusive of switchover time) to process 12 simultaneous satellite contacts and control the supporting hardware. 5.3.2.2.2 It shall be possible to switchover processing (telemetry and command) to a backup processing string in less than 5 minutes. 5.3.2.2.3 It shall be possible to warm transition the Satellite Control Center (SCC) functionality to the BCC within 30 minutes. - -------------------------------------------------------------------------------- 18 316 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.3.2.2.4 A hot transition shall be possible in less than 10 minutes. This transition shall be as seamless as possible. 5.3.2.2.6 In the event of an uncontrolled failure or switch-off, it shall be possible to re-establish full operation within 30 minutes. 5.3.2.2.4 Provide the capability to transmit operational data from the SCC to the BCC in a timely fashion in order to support the BCC's ability to assume responsibility for on-line operations. - -------------------------------------------------------------------------------- 19 317 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR ________________________________________________________________________________ [SCC HARDWARE CONFIGURATION GRAPHIC] ________________________________________________________________________________ 20 318 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.3.2.3 Processing Capacity 5.3.2.3.1 Provide capacity to process up to 12 live simultaneous commanding and telemetry contacts plus a simulated (DSS) contact (with two telemetry streams per contact). 5.3.2.3.2 Provide capacity for control and status of up to 6 remote TT&C sites within a single computer platform. 5.3.2.3.3 Provide capacity to support launch, IOT, routine operations, backup operations, maintenance, and training exercise activities simultaneously. 5.3.2.3.4 At CDR, processing load on individual computer platforms shall not exceed 50% of capacity of each processor. 5.3.2.3.5 At CDR, memory consumption on individual computer platforms shall not exceed 50% of capacity. 5.3.2.4 Displays/HMI 5.3.2.4.1 Provide 21 interactive terminals. 5.3.2.4.2 Provide capacity to support a maximum of 20 added interactive terminals. 5.3.2.4.3 Provide capability to capture and print workstation screen on user request. 5.3.2.4.4 Provide capability to support printing requirements of all operational and maintenance users. 5.3.2.5 Network Requirements 5.3.2.5.1 The network shall interface with the communication equipment connected to the remote TT&C sites and transfer data, status and control information between user workstations and the communication equipment. - -------------------------------------------------------------------------------- 21 319 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.3.2.5.2 The network shall interface with the communication equipment connected to the BCC and provide remote logging capability, support time and command data transfers, and support software and database transfers. 5.3.2.5.3 The network shall interface with the communication equipment connected to the NMC and provide remote logging capability, support time and command data. 5.3.2.5.4 Overall traffic load on the internal system LAN shall be no greater than 50% of total capacity of the system. 5.3.2.5.5 Management traffic on the internal system LAN shall be less than 5% of the total network capacity. 5.3.2.5.6 The network shall provide a distributed time source which is accessible via the network. 5.3.2.6 ON-LINE STORAGE REQUIREMENTS At CDR, on-line storage shall: 5.3.2.6.1 consume a maximum of 50% of total on-line storage capacity 5.3.2.6.2 accommodate a minimum of 12 full orbit satellite databases 5.3.2.6.3 accommodate storage of raw vehicle telemetry for 7 days 5.3.2.6.4 accommodate storage of processed vehicle telemetry (decommutated, derived, and software parameters) for 7 days 5.3.2.6.5 accommodate storage of vehicle trend data for 12 years 5.3.2.6.6 accommodate storage of operational history logs for 7 days 5.3.2.6.7 accommodate storage of test and training databases. 5.3.2.7 Archival Requirements 5.3.2.7.1 Provide archival capability for all raw vehicle telemetry, processed vehicle telemetry, vehicle telemetry trend data, and operational log data. - -------------------------------------------------------------------------------- 22 320 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 5.3.2.7.2 Provide an archival data management software capability. 5.3.2.7.3 Mass storage archival access shall be reviewed at PDR. 5.3.2.8 SYSTEM SOFTWARE (COTS) 5.3.2.8.1 Operating System shall be POSIX compliant. 5.3.2.8.2 User Interface / Window Manager 5.3.2.8.3 Network Communication 5.3.2.8.4 Compilers as necessary to maintain system. 5.3.2.8.5 Debugging tools. 5.3.2.8.6 Configuration Management Tools. 5.3.2.8.7 Database Management System (DBMS). 5.3.2.8.8 Data Archival System. 5.3.2.8.9 System and Network Management. 5.3.2.8.10 System Administration and Management Tools. 5.3.2.8.11 Network Administration and Management Tools. 5.3.2.9 INTERCOM SYSTEM 5.3.2.9.1 A multichannel intercom system with 20 stations total distributed between the BCC/SCC and the six TT&C sites. 5.3.2.9.2 The system shall support a minimum of 6 voice nets and interface with the local PABX. 5.3.2.9.3 Each of the 20 stations shall be provided with professional quality headsets. 5.3.2.10 SCC/BCC Equipment External Interfaces 5.3.2.10.1 Interface to Remote Sites (refer to TT&C Segment Interface spec). - ----------------------------------------------------------------------------- 23 321 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR ________________________________________________________________________________ 5.3.2.10.2 Interface to BCC (refer to Interface Requirements Spec) 5.3.2.10.3 Interface to NMC (refer to Interface Requirements Spec) 5.4 OFF-LINE SOFTWARE 5.4.1 FUNCTIONAL DESCRIPTION The Off-line software is made up of several subfunctions. The Attitude Processing subfunction supports the maintenance of calibration coefficients and sensor predictions for the sun sensors, earth sensors, hemispherical resonating gyro, and torque mechanisms. The Orbit Processing subfunction calculates state vectors, propagates ephemeris, and calculates orbit events. The Injection subfunction is used to calculate optimum orbit maneuvers to place the spacecraft on station after they have been injected into the orbit by the launch vehicle. The Orbit Keeping subfunction calculates orbit adjust maneuvers to maintain the spacecraft in the circular orbit with the correct inclination and eccentricity. It also is used to assure that the spacecraft are maintained in correct phasing with respect to each other for optimum coverage. The Maneuver subfunction generates maneuvers using a model of the thrusters and thruster configuration to minimize use of fuel. It also generates a PROC which is used by On-line to perform the maneuver. The Planning subfunction is used for mission support. It generates a contact plan used by On-line for automated contact and monitoring. Also, the planning subfunction is used for predicting propellant usage and planning for optimum life expectancy. 5.4.2 PROCESSING REQUIREMENTS 5.4.2.1 General 5.4.2.1.1 All functional inputs shall be accepted from the keyboard and mouse The capability to obtain functional inputs from the following services shall be provided 5.4.2.1.2 static default inputs 5.4.2.1.3 current mission defaults ________________________________________________________________________________ 24 322 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.2.1.4 user modification of default inputs at any time prior to execution 5.4.2.1.5 Database definable range checking of input values at time of input shall be provided. 5.4.2.1.6 The capability to save input profile for future use shall be provided. 5.4.2.1.7 Foreground and background job processing. 5.4.2.1.8 The capability to abort a job anytime shall be provided. 5.4.2.1.9 The capability to concurrently process jobs for multiple vehicles shall be provided. 5.4.2.1.10 The process shall notify the operator of processing. 5.4.2.1.11 The option shall be provided to save display results in a file. 5.4.3 ATTITUDE PROCESSING 5.4.3.1 Functional Description The Attitude processing subfunction is responsible for calculating and maintaining attitude calibration coefficients and calculating predicts. The prediction process is used to generate sensor predicts based on a sun nadir steering orbit and the ephemeris of the sun and earth. Attitude calibration function determines the calibration coefficients based on telemetry data and the predicted sensor values. 5.4.3.2 Attitude Prediction/modeling 5.4.3.2.1 Three axis control shall be modeled based on a Sun/nadir AOCS system. 5.4.3.2.2 Momentum control shall be modeled. 5.4.3.2.3 Omni antenna visibility predicts shall be modeled. 5.4.3.2.4 Sun Sensor(s) shall be modeled. 5.4.3.2.5 Earth Sensor(s) shall be modeled. - -------------------------------------------------------------------------------- 25 323 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.3.2.6 Solar panels and their relationship to the Sun shall be modeled. 5.4.3.2.7 Earth and sun out of view of respective sensors times shall be calculated. 5.4.3.2.8 Sun or moon intrusion into field of view of earth sensors shall be modeled. 5.4.3.2.9 Attitude prediction shall be accurate such that it shall be possible to predict at all times the absolute location on the surface of the earth of each of the payload spot beams, to an accuracy corresponding to a halfcone angle, as seen from the spacecraft, of less than 0.4 degrees (3 sigma) during normal mode operations for a prediction interval of 48 hours. 5.4.3.2.10 Appropriate provisions shall be made allowing recovery from S/C safe mode within a reasonable amount of time. 5.4.3.3 Attitude estimation/calibration 5.4.3.3.1 Calibration values shall be calculated as necessary to meet the prediction requirement of 5.4.3.2.9 above. 5.4.3.3.2 Earth Sensor. 5.4.3.3.3 Sun sensor. 5.4.3.3.4 Hemispherical Resonating Gyro. 5.4.3.3.5 Magnetic torque. 5.4.3.4 Attitude Processing HMI requirements. 5.4.3.4.1 The user shall be permitted to select measurement data. 5.4.3.4.2 Processing shall use only data from active sensors. 5.4.3.4.3 The user shall be permitted to specify de-weighting coefficients. 5.4.3.4.4 Display initial user inputs, intermediate results, and final results as alphanumeric displays. - -------------------------------------------------------------------------------- 26 324 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.4 Orbit 5.4.4.1 Functional Description The Orbit processing subfunction is responsible for the calculation of state vectors and the propagation of ephemeris and events. Tracking data, range data, user inputs and orbit history are used in the calculations. A covariance analysis capability is provided to aid in analyzing and calibrating the process. The orbit propagation process generates ephemeris data for each vehicle and also calculates various user selected events during the propagation. The events which are predicted include rise and set times and station visibilities, crossing times for chosen latitudes, and eclipse events. 5.4.4.2 Orbit Determination Requirements 5.4.4.2.1 The orbit state shall be calculated from any combination of real time generated track and range data. 5.4.4.2.2 Orbit determination shall provide the accuracy necessary to meet orbit propagation performance requirements. 5.4.4.2.3 Estimate orbit parameters. 5.4.4.2.4 Estimate drag parameters. 5.4.4.2.5 Estimate duration and instantaneous maneuver parameters. 5.4.4.2.6 Estimate out-gassing. 5.4.4.2.7 Estimate solar and microwave radiation. 5.4.4.2.8 Estimate covariance. 5.4.4.2.9 Compute station rise and set accounting for constraints and time. 5.4.4.2.10 Eclipse events shall be predicted. - ------------------------------------------------------------------------------- 27 325 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.4.3 Orbit Propagation and Event Generation. 5.4.4.3.1 The capability shall be provided to propagate the vehicle orbit state vector forward and backward to user specified times, accounting for maneuvers. 5.4.4.3.2 Accuracy of the propagated orbit shall meet the pointing accuracy requirement of the ground antenna for satellite tracking and link acquisition specified in requirement 5.6.2.2.5 of this specification. 5.4.4.3.3 Accuracy of the propagated orbit shall meet attitude prediction/calibration accuracy requirements as defined in section 5.4.3 of this specification. 5.4.4.3.4 Accuracy of the propagated orbit shall meet the orbit station keeping accuracy requirements defined in section 5.4.7 of this specification. 5.4.4.3.5 Simulated track measurement data (range, az, el, range rate) for user specified state vectors and sites shall be generated. 5.4.4.4 Covariance Analysis 5.4.4.4.1 Covariance analysis capability shall be provided. 5.4.4.5 Orbit Processing HMI 5.4.4.5.1 The user shall be able to edit track measurement data. 5.4.4.5.2 The user shall have the capability to input an initial state vector for orbit determination and propagation. 5.4.4.5.3 The user shall have the capability to input start and stop times for propagation. 5.4.4.5.4 Display propagated orbit states. 5.4.4.5.5 Display events analysis results. 5.4.4.5.6 Display track measurements data. 5.4.4.5.7 Display estimated parameters. - ------------------------------------------------------------------------------- 28 326 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR 5.4.5 INJECTION 5.4.5.1 Functional Description The Injection process is used during pre launch activities to design an injection sequence which minimizes the use of fuel and places the satellite on station in the time supplied by the user. The Injection process models the vehicle attitude during injection and calculates events such as eclipse times, station visibilities and sensor predicts. The user supplies an initial guess and the process iteratively optimizes the sequence based upon vehicle and station constraints. 5.4.5.2 Injection Processing Requirements 5.4.5.2.1 None. 5.4.6 MANEUVER 5.4.6.1 Functional Description The Maneuver processing subfunction calculates, evaluates, and verifies maneuver sequences. It also generates a maneuver sequence PROC used by On-line to execute the maneuver. The maneuvers modeled by this process include orbit delta velocity changes, such as delta eccentricity, delta phasing, and delta inclination changes. The vehicle thruster control system model is used to produce a maneuver sequence which will minimize the use of fuel. The sequence is evaluated and verified against vehicle constraints. When the maneuver sequence is verified, a maneuver PROC is generated for use by On-line to generate a command sequence which is uplinked to the satellite for execution. 5.4.6.2 Maneuver Planning and Prediction 5.4.6.2.1 Maneuvers shall be planned to accomplish a user specified orbital adjust delta velocity. 29 327 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.6.2.2 The reaction control system shall be modeled including thruster orientation, changing thruster impulse, changes to tank pressure, tank temperatures, and propellant use from each tank. 5.4.6.2.3 A Maneuver time shall be computed to satisfy specified secondary effects on orbital parameters. 5.4.6.2.4 The process shall check for eclipse of, or solar/lunar intruding into the trigger references and attitude limit check sensors. 5.4.6.2.5 The orbit keeping maneuver shall be designed such that it is possible to predict at all times the absolute location on the surface of the earth of each of the payload spot beams to an accuracy to a halfcone angle, as seen from the spacecraft, of less than 0.45 degrees (3 sigma) during thruster maneuvers. 5.4.6.3 Maneuver Command Generation 5.4.6.3.1 The maneuver command inputs for the real time shall be generated. 5.4.6.4 Maneuver Processing HMI 5.4.6.4.1 For maneuver planning and maneuver prediction the user shall be allowed to enter maneuver attitude and orbit. 5.4.6.4.1 For maneuver planning and maneuver prediction the user shall be allowed to enter maneuver attitude and orbit. 5.4.6.4.2 For maneuver planning and maneuver prediction the user shall be allowed to enter maneuver ignition time, maneuver midpoint, or maneuver window. 5.4.6.4.3 For maneuver planning and maneuver prediction the user shall be allowed to enter vehicle constraints. 5.4.6.4.4 For maneuver planning and maneuver prediction the user shall be allowed to enter pulse widths. 5.4.6.4.5 For maneuver planning and maneuver prediction the user shall be allowed to enter propellant system configuration. 5.4.6.4.6 For maneuver planning and maneuver prediction the user shall be allowed to enter use of either a finite-burn or impulsive-burn model. - -------------------------------------------------------------------------------- 30 328 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.6.4.7 The user shall be allowed to enter direction of desired secondary orbit effects or to minimize change in specified orbital parameters. 5.4.6.4.8 The center of mass shall be displayed. 5.4.6.4.9 The maneuver delta covariance matrix shall be displayed. 5.4.6.4.10 The Inertia values shall be displayed. 5.4.6.4.11 Total vehicle mass shall be displayed. 5.4.6.4.12 Display premaneuver, postmaneuver and delta orbital elements 5.4.6.4.13 Display premaneuver, postmaneuver and delta mass properties 5.4.6.4.14 Display delta velocity. 5.4.6.4.15 Display maneuver propellant usage for a single event. 5.4.6.4.16 Display constraint violation. 5.4.7 ORBIT KEEPING 5.4.7.1 Functional Description The Orbit Keeping subfunction generates orbit changes to keep the vehicle within a tolerance value and phasing value with respect to the other vehicles in the orbit plane. 5.4.7.2 Orbit Keeping Requirements 5.4.7.2.1 An orbit keeping maneuver strategy shall be generated based on user inputs to achieve a user specified drift rate. 5.4.7.2.2 Maintain specified longitudinal limits for a maximum time span or user specified time span of a shorter duration. 5.4.7.2.3 The process shall compute an orbit keeping maneuver strategy. 5.4.7.2.4 The process shall compute an orbit keeping maneuver strategy to maintain inclination of 45 degrees +/-0.5 degrees. - -------------------------------------------------------------------------------- 31 329 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 5.4.7.2.5 The process shall compute an orbit keeping maneuver strategy which will maintain the inclinations of spacecraft in a given plane to within +/- 0.05 degrees of each other. 5.4.7.2.6 The process shall compute an orbit keeping maneuver strategy which maintains the RAAN of the two orbital planes separated by 180 degrees +/- 0.5 degrees. 5.4.7.2.7 The process shall compute an orbit keeping maneuver strategy which maintains the RAAN of the spacecraft in a given plane to within +/- 0.1 degree. 5.4.7.2.8 The process shall compute an orbit keeping maneuver strategy which maintains the phase offset between active in-plane spacecraft to within +/- 0.5 degrees. 5.4.7.2.9 The process shall compute an orbit keeping maneuver strategy which maintains the phase offset between equivalent spacecraft in the two planes to 0 degrees +/- 0.5 degrees. As a spacecraft passes through the ascending node of one plane, the equivalent spacecraft is passing through the ascending node of the other plane. 5.4.7.2.10 The process shall compute an orbit keeping maneuver strategy to maintain the required altitude +/- 40 km. 5.4.7.2.11 Maneuvers shall be timed to minimize any loss of traffic-carrying capacity. 5.4.7.3 Orbit Keeping HMI 5.4.7.3.1 The user shall have the capability to input start and stop times for propagation and orbit keeping goals and constraints. 5.4.7.3.2 Display propagated orbit states and maneuver strategy. 5.4.7.3.3 Display analysis results. - ------------------------------------------------------------------------------ 32 330 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR ________________________________________________________________________________ 5.4.8 PROPELLANT BUDGETING 5.4.8.1 Functional Description 5.4.8.2 Requirements 5.4.8.2.1 A capability to track fuel usage and predicted fuel usage versus budgets for each satellite shall be provided. 5.4.9 LONG TERM PLANNING 5.4.9.1 Functional Description Long Term Planning is used to aid the planner is developing a long term orbit keeping strategy and in predicting the usage of propellant over the 12 year life of the satellites. The process uses an orbit propagator to propagate the satellite orbits over a 12 year life and predict events such as eclipses and their start and stop times. The planner uses the results to predict when orbit keeping maneuvers should be executed and the amount of fuel used over the life of the satellite. 5.4.9.2 Long Term Propagation 5.4.9.2.1 Propagate vehicle orbit for a period up to 10 years incorporating the orbit keeping plan maneuvers. 5.4.9.3 Reference Data Generation 5.4.9.3.1 Calculate delta velocity required. 5.4.9.3.2 Predict earth and lunar eclipse events. 5.4.9.3.3 Predict start and end day for each earth and lunar eclipse season for 10 years, while accounting for orbit keeping plan. 5.4.9.3.4 Calculate maximum earth and lunar eclipse duration for each eclipse season. 5.4.9.3.5 Calculate earth and lunar eclipse duration profile for an entire eclipse season. ________________________________________________________________________________ 33 331 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.10 EVALUATION 5.4.10.1 Functional Description 5.4.10.2 Evaluation Processing Requirements 5.4.10.2.1 Process stored raw and processed telemetry data created by on-line and generate statistics data for user-specified time span and LRVs. 5.4.10.2.2 LRV statistics include minimum value, maximum value, average value, and standard deviation. 5.4.11 PLANNING & SCHEDULING 5.4.11.1 Functional description The Scheduling function is a workstation based software function that will provide automatic generation of a contact schedule for up to 12 satellites and necessary ground resources. A contact plan containing ground and satellite commanding and ranging activities can be produced. This contact plan can contain text describing required procedures for each activity. 5.4.11.2 General requirements 5.4.11.2.1 The automation level of the software shall be sufficient such that one day shift analyst can perform the scheduling function. 5.4.11.3 Activity needs schedule 5.4.11.3.1 An "activity needs schedule" can be automatically generated based on a modifiable set of periodic activities and manually entered activities for each satellite. 5.4.11.4 Satellite/remote site visibility 5.4.11.4.1 A schedule of ground site/satellite visibility can be generated automatically based on orbit states and site locations and constraints. - -------------------------------------------------------------------------------- 34 332 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.11.5 Resource availability 5.4.11.5.1 Resource availability (antennas, RF, baseband units, etc) as a function of time may be input and maintained. 5.4.11.6 Contact scheduling 5.4.11.6.1 Contact activities may be manually entered and checked for visibility and resource availability. 5.4.11.6.2 Contact priorities may be entered as a function of satellite and/or contact activity type. 5.4.11.6.3 Contact schedules may be automatically generated based on the activity needs schedule, visibilities, resource availability, priorities, and locked in contact activities. 5.4.11.6.4 Automatic scheduling shall schedule contacts with the most restrictive resource availability first in order to ensure near optimum resource utilization. 5.4.11.6.5 Activities may be manually "locked in" such that they will not be moved by an automatic contact scheduling or rescheduling. 5.4.11.6.6 An automatic scheduling execution for 12 satellites and 6 sites over 24 hours shall not take more than 120 seconds. 5.4.11.7 Contact plans 5.4.11.7.1 Contact plans may be produced by automatically and/or manually attaching text procedures associated with the scheduled activities to the contact schedule. 5.4.11.7.2 The activities plan(s) may be output to the on-line satellite and ground control functions for display and execution. 5.4.11.8 Controls and Displays 5.4.11.8.1 Displays of satellites versus ground site visibilities and scheduled contacts. - -------------------------------------------------------------------------------- 35 333 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.4.11.8.2 Displays of ground sites versus satellite visibilities and scheduled contacts 5.4.11.8.3 Display of resource availability schedule. 5.4.11.8.4 Display of "activity needs Schedule". 5.4.11.8.5 Display of contact schedule and associated activity plans selectable by ground site or satellite 5.4.12 VISUALIZATION TOOLS 5.4.12.1.1 A capability to provide three dimensional display of INMARSAT-P satellites and system shall be provided at the SCC and BCC. 5.5 ON-LINE SOFTWARE (SATELLITE TELEMETRY & COMMAND) ----------------------------------------------- 5.5.1 FUNCTIONAL DESCRIPTION The On-line software is an interconnected set of functions that execute in near real time to process telemetry, format and output commands and display data. 5.5.2 GENERAL 5.5.2.1 General Requirements 5.5.2.1.1 Perform concurrent contact activities for up to 12 vehicles plus a Dynamic Satellite Simulation. 5.5.2.1.2 Support multiple operational databases per vehicle (operational and test). 5.5.2.1.3 Recover from a ground segment anomaly or failure recognized by an operator and restore processing to a pre-anomaly state within 5 minutes. 5.5.2.1.4 Notify operator of processing errors during execution. 5.5.2.1.5 Trap processing errors and continue processing without interruption. - -------------------------------------------------------------------------------- 36 334 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.5.2.1.6 Permit starting and terminating a contact at any time. 5.5.2.1.7 Complete contact initiation within one minute including restoring execution data from previous contacts. 5.5.2.1.8 Select its processing time reference among operational site or Operator modifiable simulation time. 5.5.2.1.9 Store and access all history files and databases without prohibiting access to other applications. 5.5.3 SATELLITE TELEMETRY PROCESSING 5.5.3.1 Functional description 5.5.3.2 General requirements 5.5.3.2.1 Select appropriate data input streams based on the selected satellite. 5.5.3.2.2 Process up to two telemetry streams per satellite. 5.5.3.2.3 Automatically detect and respond to telemetry format switches. 5.5.3.2.4 Automatically store telemetry processing state periodically. 5.5.3.2.5 Restore the telemetry processing end state at the start of a new contact. 5.5.3.2.6 Provide a stored raw telemetry playback mode. 5.5.3.3 Input 5.5.3.3.1 Receive Raw telemetry from the remote processing. 5.5.3.3.2 Input raw telemetry from the raw telemetry file. 5.5.3.4 Decommutate 5.5.3.4.1 Decommutate the normal mode telemetry into raw Last Reported Values (LRV'S). 5.5.3.4.2 Decommutate dwell mode telemetry into raw LRV's. - ------------------------------------------------------------------------------- 37 335 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.5.3.4.3 Decommutate On-board Processor Memory readouts. 5.5.3.5 Engineering unit conversion 5.5.3.5.1 Convert discrete data values into ASCII string based LRV values or range. 5.5.3.5.2 Convert analog and 1750a serial data into Engineering units. 5.5.3.6 Monitoring 5.5.3.6.1 Compare discrete data against static or command predict data. 5.5.3.6.2 Compare analog and serial data types to upper and lower limits. 5.5.3.6.3 Compare ram dump to ram image 5.5.3.7 Alarm generation 5.5.3.7.1 Out of limit conditions shall generate alarms if enabled. 5.5.3.7.2 Alarms messages shall contain alarm description and associated values and time. 5.5.3.7.2 Global and selective alarm enable and disable shall be provided. 5.5.3.8 Output 5.5.3.8.1 Output processed data to mass storage 5.5.3.8.2 Output raw telemetry to mass storage 38 336 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 5.5.4 Satellite Command Processing 5.5.4.1 Functional description The command processing function formats the details of satellite command, passes the command to encryption processor for encryption, and then transfers the command to the communication interface for transmission at the remote site. 5.5.4.2 Command formatting 5.5.4.2.1 Convert the engineering unit command inputs from the HMI to the satellite binary command structure 5.5.4.2.2 Append routing addresses as necessary based on the desired subsystem or unit. 5.5.4.3 Command encryption 5.5.4.3.1 Encrypt the command if in secure mode. 5.5.4.4 Command Verification 5.5.4.4.1 When in VERIFY MODE, verify command received properly prior to execution. 5.5.4.4.2 Predict telemetry response for use in limit checking (reference 5.5.3.6.1). 5.5.4.5 On-board processor command support 5.5.4.5.1 Convert ground time tags to on-board processor clock counts 5.5.4.5.2 Predict time tagged execution and generate alert messages to operators. 5.5.4.5.3 Support RAM memory uploads and update ground ram images. - -------------------------------------------------------------------------- 39 337 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR 5.5.4.6 Output 5.5.4.6.1 Direct formatted command output to appropriate comm and baseband unit for the selected satellite. 5.5.4.7 Pseudo Telemetry prediction 5.5.4.7.1 Predict telemetry for devices that do not have telemetered data. 5.5.5 ON-LINE HMI (controls & displays) 5.5.5.1 Functional description The On-line Human Machine Interface (HMI) provides the displays of satellite data and messages such as alarms and notifications. In addition the HMI processes mouse and keyboard input to select displays and to control the processing including command generation. 5.5.5.2 General requirements 5.5.5.2.1 Alarm monitoring for up to 12 satellites simultaneously at one HMI position. 5.5.5.2.2 Control all functions and modes of execution 5.5.5.2.3 Display and data entry shall be in SI units. 5.5.5.3 Control 5.5.5.3.1 A keyboard language for accomplishing functional tasks. 5.5.5.3.2 Current LRV values as commanded input magnitudes. 5.5.5.3.3 Database defined range checking of command input values as time of input. 5.5.5.3.4 A scripting PROC capability to perform valid operation functions or sets of functions. 5.5.5.3.5 Ability to edit command request sequences before sending 40 338 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 5.5.5.4 Command PROC capability provides: 5.5.5.4.1 Conditional branching based on LRV or input values 5.5.5.4.2 Acceptance of numeric, character, or LRV input values 5.5.5.4.3 Arithmetic, Boolean, and functional computation with a library of common constants and math functions 5.5.5.4.4 Iteration 5.5.5.4.5 Non-recursive calling of other PROCs. 5.5.5.4.6 Initiation, suspension and abort of PROC processing. 5.5.5.4.7 Operator input prompts. 5.5.5.4.8 Resumption of PROC reprocessing from location within PROC. 5.5.5.4.9 Execution one step at time. 5.5.5.5 Display Capabilities. 5.5.5.5.1 Alphanumeric display of all values related to an LRV. 5.5.5.5.2 Text file display capability provides scroll left/right continuous scroll up/down. 5.5.5.5.3 Command history display provides: 5.5.5.5.4 Operator action history display 5.5.5.5.5 Alarm History display of alarms, time tags, source, associated values. 5.5.5.5.6 LRV history display provides time order display of converted or raw values and time. 5.5.5.5.7 Plots of any LRV Vs time. 5.5.5.5.8 Plots of up to 8 LRVs from dwell telemetry. 5.5.5.5.9 Block diagrams with color coded status tied to current LRVs. 41 339 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 5.5.5.5.10 Display time tagged on-board processor commands including scheduled time of execution. 5.5.5.5.11 Display "contact plans" produced by the scheduling function. 5.6 GROUND SYSTEM STATUS AND CONTROL (GSC) 5.6.1 FUNCTIONAL DESCRIPTION The Ground Status and Control (GSC) function provides status and control of ground station hardware, including baseband equipment, RF equipment, antenna control equipment, communication switching devices, and redundancy witching devices. GSC provides a graphical user interface allowing the operator to status and control the ground equipment. It also allows the spacecraft real-time software processes to status and control the ground equipment via inter-process communication. 5.6.2 GSC PROCESSING REQUIREMENTS 5.6.2.1 General 5.6.2.1.1 The capability to process configuration and status requests for up to 12 On-line processes shall be provided. 5.6.2.1.2 All errors, alarms, and messages shall be logged. 5.6.2.1.3 Up to 18 total baseband units at six Remote TT&C sites shall be controlled and statused. 5.6.2.1.4 Up to 30 total RF equipment sets at six Remote TT&C sites shall be controlled and statused 5.6.2.1.5 Up to 30 total Antenna Control Units (ACU's) at six remote TT&C sites shall be controlled and statused. 5.6.2.1.6 Automatic and semi-automatic control based on the data in the "contact plan" shall be provided. 42 340 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR ________________________________________________________________________________ 5.6.2.2 Equipment Control 5.6.2.2.1 Control the communication equipment to the remote sites 5.6.2.2.2 Control the baseband unit functions. 5.6.2.2.3 Control the antenna control units including selection of the pointing data for the selected satellite. 5.6.2.2.4 Control the RF equipment at the remote sites. 5.6.2.2.5 Antenna pointing data shall be downloaded to Antenna Control units with an accuracy of 1/2 beamwidth. 5.6.2.2.6 Select downconverter frequency based on satellite selection. 5.6.2.2.7 Control Ranging process of the baseband units and input range data. 5.6.2.2.8 Predict status response from units for status checking. 5.6.2.3 Status 5.6.2.3.1 Status from all ground equipment shall be collected at a periodic interval. 5.6.2.3.2 High level summary status shall be calculated for display from the corresponding intermediate-level devices. 5.6.2.3.3 High level system device requests shall be translated into low level hardware controls. 5.6.2.3.4 Limit checks shall be performed on status values and alarms generated for out of limit values. 5.6.2.4 HMI 5.6.2.4.1 All inputs from the user shall be entered via the keyboard or the mouse. 5.6.2.4.2 The user shall be able to configure and re-configure ground equipment from the HMI ________________________________________________________________________________ 43 341 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.6.2.4.3 The user shall be able to input satellite versus antenna selection. 5.6.2.4.4 Equipment diagrams shall be displayed with color coded statuses. 5.6.2.4.5 Alarms shall be displayed. 5.6.2.4.6 System diagrams shall be displayed 5.6.2.4.7 Contact plan shall be displayed. 5.6.2.5 Interfaces 5.6.2.5.1 Configuration and status requests with the On-line software. 5.6.2.5.2 Control and status interfaces with the Baseband units. 5.6.2.5.3 Control and status interfaces with the RF and antenna control equipment. 5.6.2.5.4 Contact plan produced by the scheduling activity. 5.7 SIMULATION (refer to the DSS requirements Appendix of Schedule 1 Part A Technical specifications and operational requirements) - -------------------------------------------------------------------------------- 44 342 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.8 IOT SUBSYSTEM 5.8.1 FUNCTIONAL DESCRIPTION The IOT system will be used to verify that the communications and TT&C systems function in orbit as specified by the Technical Specifications and Operations Requirements Document. The IOT system shall be used to verify the proper configuration and positioning of the communications antenna coverage patterns and the key communications subsystems parameters including gain, EIRP, pass band frequency response, transmission gains, routing functions, transmission quality, G/T and frequency accuracy. TT&C subsystem RF equipment operation will be verified by measurement of such parameters as telemetry carrier frequency, telemetry EIRP, telemetry modulation index and command sensitivity. 5.8.2 GENERAL REQUIREMENTS 5.8.2.1 One IOT system will be delivered and installed at a remote TT&C/SAN site. 5.8.3 TEST EQUIPMENT 5.8.3.1 T&C performance measurements 5.8.3.1.1 Telemetry carrier frequency 5.8.3.1.2 Telemetry EIRP 5.8.3.1.3 Telemetry modulation index 5.8.3.1.4 Command sensitivity 5.8.3.1.5 Inband spurious signals 5.8.3.1.6 Out of band spurious signals 5.8.3.1.7 Antenna gain variation - -------------------------------------------------------------------------------- 45 343 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.8.3.2 T&C performance verifications 5.8.3.2.1 EIRP minimums 5.8.3.2.2 Frequency stability 5.8.3.2.3 Inband spurious performance 5.8.3.2.4 Out of band spurious performance 5.8.3.2.5 Modulation index 5.8.3.2.6 Performance at minimum specified input power flux density 5.8.3.2.7 Signal rejection performance 5.8.3.2.8 Antenna gain variation is within maximums specified 5.8.3.2.9 Measurements will require post collection corrections to compensate for range variation and doppler. 5.8.4 Payload IOT requirements 5.8.4.1 Payload performance measurements 5.8.4.1.1 Transponder Gain 5.8.4.1.2 EIRP 5.8.4.1.3 Frequency response 5.8.4.1.4 Linearity 5.8.4.1.5 Spurious signals 5.8.4.1.6 Channel to beam routing functions 5.8.4.2 Payload Performance determinations 5.8.4.2.1 Antenna pointing accuracy within 0.3 degrees. 5.8.4.2.2 Antenna beam yaw rate less than or equal 0.02 degrees/sec - -------------------------------------------------------------------------------- 46 344 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR ________________________________________________________________________________ 5.8.4.2.3 G/T of forward transponders 5.8.4.2.4 Beam congruence within 0.3 degree 5.8.4.2.5 Axial ratio <2 dB 5.8.4.2.6 Cell frequency reuse isolation 5.8.4.2.7 EIRP 5.8.4.2.8 G/T return transponder (multibeam) 5.8.4.2.9 Input flux density 5.8.4.2.10 Gain transfer 5.8.4.2.11 Peak to peak gain over 3 MHz, channel bandwidth and 25 KHz 5.8.4.2.12 Gain steps 5.8.4.2.13 Frequency translation accuracy and frequency stability 5.8.4.2.14 Inband spurious emission 5.8.4.2.15 Out of band emission 5.8.4.2.16 Measurements will require post collection corrections to compensate for range variation and doppler. 5.8.4.3 Controls and displays 5.8.4.3.1 Provide Controls and displays as necessary to conduct above tests and process results. 5.8.4.3.2 Provide data reduction, trend evaluation, and data presentation formats (plots, etc) for easy interpretation. 5.8.4.3.2 Computer and COT's resources 5.8.4.3.3 Provide computers, mass storage, printers, and display equipment as necessary to conduct above tests. ________________________________________________________________________________ 47 345 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.8.4.4 External interfaces (refer to the INMARSAT-P GCE Interface Requirements Specification for details of external interfaces) 5.8.4.4.1 IOT interface with a SAN will allow C band signal injection, signal monitoring, power measurements at the transmitter. 48 346 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.9 DATABASE 5.9.1 DESCRIPTION The following set of data files represents the data required to operate the GCE in addition to the previously specified hardware and software. The data includes satellite command and telemetry (formats, conversions, limits, etc), ground, orbit, attitude, maneuver, and system information. In addition, procedures in computer executable format (PROC's) to perform satellite and ground configuration functions are also provided. 5.9.2 SATELLITE COMMAND DATABASE: 5.9.2.1 command constraints 5.9.2.2 command verification parameters 5.9.2.3 command authentication methods and data 5.9.2.4 command build and transmission authorization criteria 5.9.2.5 command formats 5.9.2.6 description text for each command type 5.9.3 Satellite telemetry database: 5.9.3.1 Frame synchronization data 5.9.3.2 decomm tables 5.9.3.3 measure and conversion coefficients 5.9.3.4 default values 5.9.3.5 On-board processor memory address-parameter data 5.9.3.6 On-board processor memory images 5.9.4 SATELLITE DATABASE 49 347 GCE Technical Specification Exhibit F Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.9.4.1.1 mass properties 5.9.4.1.2 fuel loads 5.9.4.1.3 Thruster data 5.9.4.1.4 Sensor calibration/thermal data 5.9.4.1.5 AOCS models, gains, 5.9.5 Command procedures (PROCs) 5.9.5.1 Satellite operation and IOT 5.9.5.2 Payload Operation and IOT 5.9.5.3 Ground Operation 5.10 QUALITY (refer to the INMARSAT-P Ground Control Equipment Product Assurance Plan 5.11 DESIGN AND CONSTRUCTION 5.11.1 HARDWARE (refer to the INMARSAT-P Ground Control Equipment Product Assurance Plan 5.11.2 SOFTWARE (refer to the INMARSAT-P Ground Control Equipment Product Assurance Plan 5.11.2.1 POSIX compliant code is a design goal. - -------------------------------------------------------------------------------- 50 348 CONTRACT NUMBER ICOO/95-1002/NR - -------------------------------------------------------------------------------- EXHIBIT G GCE PRODUCT ASSURANCE PLAN - -------------------------------------------------------------------------------- 3 OCTOBER 1995 I-CO GLOBAL HUGHES SPACE AND COMMUNICATIONS COMMUNICATIONS (OPERATIONS) LIMITED INTERNATIONAL, INC. - ------------------------ ----------------------- Olof Lundberg Donald L. Cromer Chief Executive Officer Chief Executive Officer 349 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR TABLE OF CONTENTS Foreword...................................................................... v 1.0 BASIC PROVISIONS.......................................................... 1 1.1 Program Content....................................................... 1 1.2 Program Functions..................................................... 1 1.3 Applicable Documents.................................................. 1 1.3.1 Government Documents.................................................. 2 1.3.2 HISD Documents........................................................ 2 2.0 ORGANIZATION AND MANAGEMENT............................................... 2 2.1 Introduction............................................................ 2 2.2 Management Responsibility............................................... 3 2.2.1 Reliability Engineering........................................... 3 2.2.2 Parts, Materials, and Processes Assurance......................... 3 2.2.3 Quality Assurance................................................. 3 2.2.4 Subcontractor Product Assurance................................... 3 2.2.5 Standard Commercial Test Equipment................................ 4 2.3 Reviews................................................................. 4 - -------------------------------------------------------------------------------- i 350 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR TABLE OF CONTENTS (CONT'D)
2.4 Audits............................................................... 4 2.5 Documentation...................................................... 4 2.6 Major Subcontractor Controls....................................... 4 2.7 Customer Interface................................................. 5 3.0 RELIABILITY PROGRAM.................................................. 5 3.1 Basic Provisions................................................... 5 3.2 Organization and Management........................................ 5 3.3 Reliability Engineering Assessments................................ 6 3.3.1 Reliability of the Customers Equipment....................... 6 3.3.2 Analyses..................................................... 6 3.4 Problem Reporting and Corrective Action............................ 6 3.4.1 Basic Provisions............................................. 6 3.4.2 Problem Definition and Documentation......................... 6 3.4.3 Problem Analysis............................................. 7 4.0 QUALITY ASSURANCE PROGRAM............................................ 7 4.1 Basic Provisions................................................... 7
- -------------------------------------------------------------------------------- ii 351 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR TABLE OF CONTENTS (CONT'D)
4.2 Organization and Management.......................................... 7 4.2.1 Responsibility................................................. 7 4.2.2 Program Requirements........................................... 7 4.2.3 Audits/Review.................................................. 9 4.3 Procurement Controls................................................. 9 4.3.1 Responsibility................................................. 9 4.3.2 Subcontractor/Supplier Evaluation.............................. 9 4.3.3 Procurement Document Review.................................... 10 4.3.4 Source Surveillance/Inspection................................. 10 4.3.5 Receiving Inspection and Test.................................. 10 4.4 Manufacturing Controls............................................... 10 4.4.1 Fabrication and Assembly Operations............................ 10 4.4.2 Stores Control................................................. 11 4.4.3 Process Controls............................................... 11 4.4.4 Process and Personnel Certification............................ 11 4.4.5 Workmanship Standards.......................................... 11 4.4.6 Hardware Configuration Control................................. 12
- -------------------------------------------------------------------------------- iii 352 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR TABLE OF CONTENTS (Cont'd)
4.5 Testing and Inspection................................................ 12 4.5.1 In-process Inspection........................................... 12 4.5.2 Final Test and Inspection....................................... 13 4.5.3 Test Participation.............................................. 13 4.5.4 Site Installation and Acceptance................................ 14 4.6 Nonconforming Article and Material Control............................ 14 4.6.1 Material Review Action and Control.............................. 14 4.6.2 Nonconformance Definitions and Classifications.................. 15 4.6.3 Corrective Action............................................... 16 4.6.4 Subcontractor Material Review................................... 16 4.7 Measurement Processes and Calibration................................. 17 4.7.1 Basic System.................................................... 17 4.7.2 Calibration Controls............................................ 17 4.7.3 Subcontractor Controls.......................................... 17 4.8 Records and Traceability.............................................. 18 4.8.1 Records......................................................... 18 4.8.2 Traceability.................................................... 18
- -------------------------------------------------------------------------------- iv 353 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR TABLE OF CONTENTS (CONT'D) 4.9 Inspection and Status Control...................................... 19 4.10 Packaging, Handling, and Transportation............................ 19 5.0 SOFTWARE QUALITY ASSURANCE.............................................. 19 5.1 Introduction....................................................... 19 5.2 Organization and Resources......................................... 20 5.2.1 Organization................................................ 20 5.2.2 Personnel................................................... 20 5.2.3 Other Resources............................................. 20 5.2.4 Schedule.................................................... 20 5.3 SQA Program Procedures, Tools, and Records......................... 20 5.3.1 Procedures.................................................. 21 5.3.1.1 Software Quality Planning.......................... 21 5.3.1.2 Program Documentation.............................. 21 5.3.1.3 Software Quality System Evaluation................. 22 5.3.1.4 Software Quality Process Evaluation................ 22 5.3.1.5 Software Product Evaluations....................... 22 ________________________________________________________________________________ v 354 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- TABLE OF CONTENTS (CONT'D) 5.3.1.6 Corrective Action.....................................23 5.3.1.7 Management Reporting..................................24 5.3.1.8 Certification and Acceptance..........................24 5.3.1.9 Software Testing......................................25 5.3.1.10 Reviews and Audits....................................25 5.3.1.11 Non-Deliverable Software..............................26 5.3.1.12 Customer Interface....................................26 5.3.1.13 Tools.................................................26 5.4 Software Quality Records........................................26 5.5 Subcontractor/Supplier..........................................26 6.0 PARTS, MATERIALS, AND PROCESSES PROGRAM..............................27 6.1 Basic Provisions................................................27 6.2 Parts Selection and Specification...............................27 6.3 Parts and Materials Handling and Storage........................27 6.4 Subcontractor Control...........................................27 7.0 CONFIGURATION AND DATA MANAGEMENT.....................................28 - ---------------------------------------------------------------------------- vi 355 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR TABLE OF CONTENTS (CONT'D)
7.1 Basic Provisions ..................................................... 28 7.2 Management and Organization .......................................... 28 7.3 Configuration Management ............................................. 28 7.3.1 Configuration Identification .................................. 28 7.3.2 Configuration Control ......................................... 29 7.3.2.1 Engineering Change Classification ...................... 29 7.3.2.2 Requests for Deviations/Waiver ......................... 29 7.3.3 Configuration Control Board (CCB) ............................. 29 7.3.4 Configuration Status Accounting and Verification .............. 30 7.4 Data Management ...................................................... 30 7.4.1 Contract Data Requirements .................................... 30 7.4.2 Data Control .................................................. 30 7.4.3 Library ....................................................... 31 7.5 Subcontractor Configuration and Data Management ...................... 31 7.5.1 Configuration Management ...................................... 31 7.5.2 Data Management ............................................... 31
________________________________________________________________________________ vii 356 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR TABLE OF CONTENTS (CONT'D) 8.0 DEFINITIONS............................................................ 31 9.0 ACRONYMS............................................................... 32 FIGURES AND TABLES Figure 1. Problem Report Form.......................................... 8 Table 1. Hardware Material Review Authority........................... 16 - -------------------------------------------------------------------------------- viii 357 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- FOREWORD This document, the HITC product assurance plan, is a Hughes standard plan tailored to meet program requirements. Under its provisions, HITC, the Contractor, is fundamentally responsible to the Customer for ensuring that all product assurance requirements are met. Product Assurance and Quality Assurance requirements will flow down to the performing organizations and major subcontractors through the program product assurance office. The program office Product Assurance function will actively audit and oversee HITC development activities and major subcontractors to achieve a cohesive approach to the program product assurance processes. The baseline design of typical ground support equipment consists of readily available, commercially procured equipment wherever practical. The equipment selected will evolve from previous programs and designs, and will be of proven quality and reliability. Activities described in this plan, on a selected basis, such as any design analyses, or parts and material selection, are applicable only to HITC noble design hardware. As with the procured equipment, the designed hardware will be of commercial quality standards. The software selected will also evolve from previous programs and will be modified or enhanced to meet the program-unique provisions. Design standards and controls will be implemented and verified in accordance with HITC directives. Specific requirements of the program will be incorporated into existing systems and procedures to the extent required. Performance, product assurance screening, and acceptance criteria will flow down via engineering specifications, work authorization documents, and program quality requirements issued by the program office. - -------------------------------------------------------------------------------- ix 358 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR ________________________________________________________________________________ 1. BASIC PROVISIONS 1.1 PROGRAM CONTENT HITC will conduct, from program inception to installation and acceptance of the program equipment, a product assurance effort compliant with the provisions of this plan, which will constitute the master planning and requirements document for the product assurance program. This program comprises hardware and software control activities; a reliability assurance program; a parts, material, and processes control program; and a configuration and data management program. Responsibility within HITC's organization for ensuring the application of these disciplines will be assigned as prescribed by HITC' management directives. 1.2 PROGRAM FUNCTIONS The primary functions of the HITC Product Assurance (PA) program will be to: 1) Ensure the effective and timely implementation (consistent with the program master phasing schedule) of the tasks prescribed by this plan. 2) Define and implement the product assurance tasks and controls required in the design, manufacture, code, installation, and sell-off, and to ensure accomplishment of the mission objectives. 3) Ensure early and prompt detection and reporting of actual or potential deficiencies, marginal quality, and trends or conditions that could result in unsatisfactory performance or product quality. Ensure that prompt and effective action is taken to correct such conditions. 4) Provide flow-down of program PA requirements to subcontractors and suppliers. Ensure compliance through surveys, surveillance, and source sell-off. 5) Provide regular program status reports to program management. ________________________________________________________________________________ 1 359 GCE Produce Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 1.3 REFERENCED DOCUMENTS HISD existing policy, manuals, and operating procedures and instructions will be used to the maximum extent possible to ensure consistent application of sound practices. Program specific requirements will be addressed within program instructions. The documents, listed below form a part of this Quality Assurance Program. 1.3.1 GOVERNMENT DOCUMENTS MIL-1-45208A Inspection System Requirements MIL-STD-45662A Calibration Systems Requirements MIL-STD-454M Workmanship Standards for Electronic Equipment NHB 5300.4 (3a-1) NASA Hand Book for Soldering 1.3.2 HISD DOCUMENTS These manuals and procedures will be revised and updated as necessary to reflect the latest processes. Manual 605 HISD Division Instructions Manual 614 HISD Quality Manual SCGPS 32032 Basic Hand Soldering SCGPS 22053 Solderless Wrapped Connections SCGPS 22093 Hand Crimped Connection SCGWI 1.12.04 Handling of Static Sensitive Devices SGS OEFIs Satellite Ground Systems Operating Element Functional Instructions - -------------------------------------------------------------------------------- 2 360 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 2. ORGANIZATION AND MANAGEMENT 2.1 INTRODUCTION The product assurance program prescribed by this plan will be managed, and responsibilities for implementing its various elements will be distributed, as described herein. As an integral member of both the Program Management team and the contracting organization's Product Assurance department, the Product Assurance manager will have direct, independent, unimpeded access to program and HISD management. 2.2 MANAGEMENT RESPONSIBILITY The Product Assurance manager will ensure that product assurance disciplines are effectively utilized in HITC designed hardware, software, procured equipment, and installation activities through implementation of management procedures. Personnel assignments will be tailored to ensure achievement of the program milestones and satisfactory completion of each product assurance task. Responsibilities and interfaces with other organization elements are described below. 2.2.1 RELIABILITY ENGINEERING Reliability disciplines will be used in design, procurement, manufacturing, and test activities, and an appropriate level of analysis will be selected for each program. Reliability engineering is a function of Systems Engineering. The systems engineer will be responsible for reporting progress to the program office. Results of a reliability assessment will be presented at Technical Interchange Meetings (TIMs). A problem reporting system will be managed by product assurance personnel. 2.2.2 PARTS, MATERIALS, AND PROCESSES ASSURANCE HITC's product assurance and engineering personnel will be jointly responsible for managing parts, materials, and processes. The design engineer will bear primary responsibility for the selection, application, - -------------------------------------------------------------------------------- 3 361 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR specification, and qualification of parts, materials, and processes. The performing organizations will maintain records as appropriate to document their involvement. 2.2.3 QUALITY ASSURANCE The Product Assurance manager will be responsible for communicating the quality requirements to performing organizations and for ensuring their compliance. Performing organizations will implement the quality assurance requirements of this plan using appropriate quality practices, instructions, and procedures. 2.2.4 SUBCONTRACTOR PRODUCT ASSURANCE The Product Assurance manager will review subcontractor procurement specifications and statements of work for communication of appropriate requirements. Subcontractor evaluation and approval will be performed as a coordinated effort among Product Assurance, Systems Engineering, and the Materiel departments. 2.2.5 STANDARD COMMERCIAL TEST EQUIPMENT Standard commercial test equipment procured for integration with Contractor-designed hardware for the program will be subject to count and damage acceptance inspection. Functional acceptance will be performed as required by routing it through our local calibration laboratory. 2.3 REVIEWS The Product Assurance manager will provide periodic product assurance program reviews to assess program progress and status. The Customer will be invited to participate in these reviews. Minutes including action items will be published within 5 working days of the review. Minutes will be furnished to all attendees and to the Customer Product Assurance (PA) representative. - -------------------------------------------------------------------------------- 4 362 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 2.4 AUDITS ------ Systematic audits of systems, procedures, and operations designed to implement HITC practices and program requirements will be conducted in accordance with HITC's existing directives. Program office product assurance personnel will ensure that product assurance requirements are being met by regularly reviewing and auditing hardware, software, and its associated documentation. The results of audits will be reported to associated program management, together with recommendations for correction of noted deficiencies. Management action will be taken, and follow-up reviews held, to ensure that adequate corrections are implemented. 2.5 DOCUMENTATION ------------- Product assurance documentation generated under the contract will be identified as being program unique and will be maintained and retrievable from the local data bank. 2.6 MAJOR SUBCONTRACTOR CONTROLS ---------------------------- Major subcontractors will be required to maintain a well-defined program of product assurance controls during the design, development, procurement, fabrication, inspection, testing, handling, storage, and shipment of deliverable hardware. Major subcontractors will be required to implement program plans consistent with the basic requirements of this plan. Requirements appropriate to the items being procured will be defined jointly by the product assurance manager and the responsible engineer. Documentation requirements will be controlled by specific subcontractor data requirements lists (SDRLS). Surveillance of subcontractor operations will be performed to identify potential problems for resolution and the status of those problems will be given to the program office. Survey results will be evaluated and, where appropriate, utilized during follow-up audits of the subcontractor to ensure proper action. - ---------------------------------------------------------------------------- 5 363 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 2.7 CUSTOMER INTERFACE Customer product assurance representatives will have access to evaluate those facilities, operations and activities which implement Inmarsat P requirements for hardware and software. Access will include program related documentation. The Customer will receive timely notification of progress review and coordination meetings and will be invited to attend. 3. RELIABILITY PROGRAM 3.1 BASIC PROVISIONS HITC will conduct a program of reliability assurance activities for contractor-designed hardware to ensure that the reliability requirements of the technical specification are met during all phases of the program. The activity during the design and development process will consist primarily of determining hardware reliability, maintainability, life-time characteristics, and of participating in design reviews. Emphasis during the hardware manufacturing and test phases will be primarily directed towards managing the failure reporting, analysis, and corrective action systems. COTS hardware reliability, maintainability, life-time characteristics will provided by the manufacturer, if available. 3.2 ORGANIZATION AND MANAGEMENT Systems Engineering personnel assigned to the program will be responsible for ensuring that reliability disciplines are effectively utilized in the design, manufacturing, and test activities. Completion of reliability assessment tasks and associated documentation will be a joint responsibility of Systems Engineering and the responsible Design Engineer. Systems Engineering will perform subsystem and system level analyses. Systems Engineering will maintain cognizance of the status of the reliability assessment program by direct coordination and/or by requiring meetings at which the reliability program status is presented. ________________________________________________________________________________ 6 364 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR Results of the reliability assessment of MTTR and availability will be presented at design reviews. 3.3 RELIABILITY ENGINEERING ASSESSMENTS 3.3.1 RELIABILITY OF THE CUSTOMER'S EQUIPMENT The reliability assessment of designs will be based on existing documentation to the greatest extent possible to preclude duplication of analyses and reporting. These existing analyses will be reviewed by the assigned Systems Engineering personnel to verify that the environment and electrical stress conditions cited are valid for the program. These reliability assessment data will be summarized at the appropriate Technical Interchange Meeting (TIM). 3.3.2 ANALYSES The analyses will constitute evidence of compliance with the requirements and will establish criteria for the selection of components and redundancy. The mathematical method used will be presented in sufficient detail to make the analysis techniques clear. Predictions will be performed as part of the design process to provide assurance that the program will meet its availability success criteria. Predictions will employ the manufacturer's predictions for commercial equipment or parts count methods, based on the mathematical model of the equipment under consideration and derived from the success criteria, failure mode evaluation, and mean time to repair/replace (MTTR) data. Analyses will ensure balanced availability of the system's elements consistent with the objectives. The predictions will be based upon similar equipment reliability, complexity, operational and functional considerations, parts count data, and MTTR. 3.4 PROBLEM REPORTING AND CORRECTIVE ACTION 3.4.1 BASIC PROVISIONS A formal, controlled problem reporting, analysis, and corrective action system will be implemented. This system will be designed to maximize product reliability and quality through effective analysis and feedback of problems during the formal testing of subsystems and system test. - -------------------------------------------------------------------------------- 7 365 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- Product Assurance has the overall responsibility for implementing the corrective action system. 3.4.2 PROBLEM DEFINITION AND DOCUMENTATION A problem is defined as the occurrence of anomalous performance resulting from any condition causing the article under test to deviate from the performance specified as acceptable by the system specification and the applicable test procedure. Problems will be documented on a Problem Report Form (PRF), such as that presented in Figure 1. 3.4.3 PROBLEM ANALYSIS Problem analysis considers physical conditions prior to failure, sequence of the test being performed, and symptoms at the time of occurrence. Evaluation of each problem will be documented in detail by the responsible engineer on the Problem Report Form. 4. QUALITY ASSURANCE PROGRAM 4.1 BASIC PROVISIONS HITC will conduct a comprehensive program of quality assurance activities that ensure that quality is built into the product. The quality assurance function will establish and ensure the proper use of systems that facilitate the close teamwork between engineering, manufacturing, material, and quality assurance personnel that is necessary to implement the quality assurance program successfully. 4.2 Organization and Management 4.2.1 RESPONSIBILITY The quality assurance effort will be administered in accordance with HITC's requirements early in the contract phase. These activities include issuance of necessary directives, instructions, procedures, and specifications to properly implement program requirements into the internal organization and extending into supplier and major subcontractor organizations. 8 366 GCE Product Assurance Exhibit G Contract No. ICOO/95-1002/NR - ------------------------------------------------------------------------------- 4.2.2 PROGRAM REQUIREMENTS HITC's Quality Assurance organization will have the responsibility for ensuring conformance to program specifications and requirements. Quality Assurance will: 1. Assure implementation of program quality requirements throughout contractual performance at HITC and its subcontractors. 2. Perform supplier surveys, procurement document review, and source surveillance and inspection as required to ensure conformance to specified requirements. 3. Perform receiving inspection and test incoming supplies as required. 9 367 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR LAST MODIFICATION / / PRF NO. ________________________________________________________________________________ PROBLEM REPORT FORM ________________________________________________________________________________ TITLE __________________________________________________________________________ PRIORITY ( ) __________________________ STATUS ( ) __________________________ PROJECT _______________________________ CLASSIFIED ___________ YES __________ NO DATE OCCURRED ___________________ TIME _________________ REPT BY _____________________________________ IMPACT ___________ DELIVERABLE? (Y/N) _______ CHANGE CLASS __________ PHONE NO. _____________________________ ________________________________________________________________________________ TYPE ____ HW _____ SW ______ FW _____ DOC _______ PROC _______ TRACKING FAILED ITEM _______________________________ REV/VERSION ________________________________________ CI/COMPUTER ID _____________________________________ OS/LEVEL ___________________________________________ LOC/TAPE NO. _______________________________________ TEST PHASE _________________________________________ REFERENCE DOCUMENTS IDC ___________________________________ ECR ___________________________________ RQMT __________________________________ OTHER _________________________________ FROM __________________________________ TO ____________________________________ DISPOSITION CEL ___________ SSEL _____________ GML ______________________________ ROOT _____________________________ OTHER ____________________________ DISPOSITION RE ___________________ HOURS ____________________________ 10 368 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR |------------------------------------------------------------------------------| |PROBLEM | | | |DESCRIPTION | | -------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |----------------------------------- | | | |ACTION | | | |REQUIRED | | -----------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |----------------------------------- | | | |HISTORY | | ------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |----------------------------------- | | | |FINAL | | | |DISPOSITION | | -------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |------------------------------------------------------------------------------| | | |----------------------------------- | | | |------------------------------------------------------------------------------| |DUE DATE CPC/UNIT MODULE/SUBSYSTEM | | | |----------------- ----------------- ------------------------- | |------------------------------------------------------------------------------| |VERSION FIXED CMO APPROVED Q.A. APPROVED | | | |----------------- ----------------- ------------------------- | | | |CLOSED BY DATE CLOSED FINAL APPROVAL | | | |----------------- ----------------- ------------------------- | |------------------------------------------------------------------------------| FIGURE 1. PROBLEM REPORT FORM - -------------------------------------------------------------------------------- 11 369 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 4. Perform in-process, assembly, and final inspection. 5. Control non-conforming supplies. 6. Assure calibration of all measuring and test equipment used for deliverable hardware acceptance. 7. Provide surveillance, as necessary, for the testing of deliverables. 8. Supply Engineering with quality data through the Vendor Information System (VIS). 9. Maintain records of and identify trends in incoming inspection. 10. Support consent-to-ship meetings as required. 11. Ensure that only calibrated test equipment is being used during testing activities. 12. Ensure that technicians are current in the special process required to carry out their tasks sufficiently. 4.2.3 AUDITS/REVIEW Audits of the quality procedures, inspections, tests, process controls, and certifications for contractual conformance will be performed during the program as part of the regular Contractor quality systems audits. These audits are performed on both a random and scheduled basis by Quality Assurance. Program audit results will be reported to program management and will include required corrective action and follow-up. 4.3 PROCUREMENT CONTROLS 4.3.1 RESPONSIBILITY Quality Assurance will assure that the adequacy and quality of materials, articles, and services procured for the program conform to engineering requirements. - -------------------------------------------------------------------------------- 12 370 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR Purchased equipment (including computer hardware for which the equipment manufacturer provides maintenance and repair support) will be procured to commercial quality assurance standards. 4.3.2 SUBCONTRACTOR/SUPPLIER EVALUATION HITC will have an established system to evaluate and document each prospective supplier or subcontractor. A list will be maintained of suppliers who have been approved. Approval will require review of supplier facilities and quality management systems If subcontractors or suppliers required on the program do not appear on the approved supplier list, a supplier survey will be scheduled. Approval to proceed with procurement must be approved by the product assurance manager, until such supplier appears on the approved supplier list. 4.3.3 PROCUREMENT DOCUMENT REVIEW Standard supplier quality requirements to be referenced on procurement documents will be used wherever possible. Quality requirements peculiar to the program will be included in the program directive issued to the quality assurance personnel performing the procurement document review. 4.3.4 SOURCE SURVEILLANCE/INSPECTION Quality Assurance will impose source inspection or surveillance on suppliers when the required verification for conformance can be more effectively accomplished at the supplier's facilities. Source surveillance is not required on procured articles. 4.3.5 RECEIVING INSPECTION AND TEST Parts and materials will be inspected as required upon receipt to ensure that requirements of the technical documents and purchase orders are met. The amount of inspection or test will be determined by the type of product, its end use, the amount of source inspection and supplier history. Results of inspections and tests will be recorded on quality records. - ------------------------------------------------------------------------------- 13 371 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR Non conforming items detected during receiving inspection and test will be segregated and submitted for material review action. 4.4 MANUFACTURING CONTROLS ---------------------- 4.4.1 FABRICATION AND ASSEMBLY OPERATIONS Material and assemblies will be controlled at all times to ensure that inspection status is maintained and hardware quality is not compromised. Established controls will include adequate handling and packaging of items during all operations. Quality records maintained for in-process materials and assemblies will identify the item and indicate its inspection, fabrication, and configuration status. The completed articles will be identified in accordance with engineering requirements. A final inspection and review of documentation will be performed to ensure that all required operations and inspections have been satisfactorily completed. Fabrication, assembly, and rework operations will be performed in accordance with work order documentation based on engineering requirements. Assembly work order documentation will be screened to ensure that the inspections prescribed are adequate to ensure product compliance with engineering requirements. Approval of work order documentation by Quality Assurance will be indicated by the application of an appropriate stamp or signature. Quality Assurance personnel will conduct audits of the fabrication and assembly areas and planning documents to ensure that operations are performed in accordance with established practices. 4.4.2 STORES CONTROL Parts and materials will be issued from controlled stores. Stores control will include maintenance of traceability, limited shelf life material control, and handling of items sensitive to contamination or to electrostatic discharge. A status tag or label that indicates acceptability and includes the required traceability information will be used to provide evidence of acceptance and traceability for parts, materials, or assemblies entering a controlled stores status. Periodic storeroom surveys by quality assurance personnel will ensure that - ------------------------------------------------------------------------------- 14 372 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR adequate measures are taken to protect the product and retain traceability. 4.4.3 PROCESS CONTROLS Process control requirements and quality assurance provisions will be contained in specifications referenced in engineering drawings and on manufacturing planning documents. Records will indicate the results of inspections and process verifications. 4.4.4 PROCESS AND PERSONNEL CERTIFICATION Quality Assurance personnel ensure that processes are approved, that equipment operating parameters are satisfactory, that personnel are certified when required, and that are controls are established as specified. 4.4.5 WORKMANSHIP STANDARDS Standards of workmanship will be specified in engineering drawings by reference to Contractor, industry, or government documents that establish engineering requirements and quality assurance provisions, including workmanship criteria. Acceptance criteria will be as specified in HITC's standards. Hardware fabricated or assembled will be inspected in accordance with the applicable workmanship requirements specified in engineering and planning documents. Solder workmanship criteria will be defined by contractor process documents that reflect the requirements of NHB 5300.4 (3A-1) for soldered electrical connections. - ------------------------------------------------------------------------------- 15 373 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 4.4.6 HARDWARE CONFIGURATION CONTROL Quality Assurance personnel will support the configuration control system during assembly and test by: 1) Inspecting hardware against engineering requirements and documentation. 2) Administering the material review activities for processing minor waivers. 3) Verifying that items of equipment are marked in accordance with engineering requirements. 4) Maintaining and issuing status tags/labels for items conforming with engineering requirements. 5) Problem Report Forms (PRF) are initiated as required. - -------------------------------------------------------------------------------- 16 374 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- After completion of final test and inspections, any replacement or parts, rework, or other modifications of the hardware configuration will necessitate a reinspection and retest to the extent determined necessary by the RE and QA personnel. A Physical Configuration Audit (PCA) of deliverable hardware will be performed prior to delivery. The PCA will consist of formal examination of the "as-built" configuration list of an end item assembly against its "as-designed" configuration list on file with Configuration Management (CM). A Functional Configuration Audit (FCA) will be formal examination of test data for functional characteristics of an end item assembly to verify that the item has achieved the performance directed in its associated specification document using a Specification Compliance Matrix (SCM). A pre-shipment review will be performed for purposes of verifying that the deliverable hardware, software, and related documentation is complete and ready to ship. This review will include a PCA and FCA of each Hardware Configuration Item (HWCI). 4.5 TESTING AND INSPECTION 4.5.1 IN-PROCESS INSPECTION In-process inspections will be performed at preselected points during fabrication and assembly operations to verify product compliance with requirements. Such inspections will be documented on the assembly work orders. Crimped, soldered, and welded electrical connections will be inspected to established criteria before these connections are covered by subsequent operations. 4.5.2 FACTORY ACCEPTANCE TEST AND INSPECTION Test procedures will be specified by the Engineering Team/test activity and released prior to final acceptance tests of deliverable hardware. These procedures will include descriptions of the tests and test conditions and will reflect performance parameters listed in the appropriate specification. - -------------------------------------------------------------------------------- 17 375 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR After completion of tests and inspections, any replacement of parts, rework, or other modifications of the hardware configuration will necessitate a reinspection and retest to the extent determined necessary by the responsible engineer and cognizant quality assurance personnel. A final inspection and test of deliverable hardware will be performed to ensure its readiness for delivery. The Customer will be invited to observe. A preshipment review will be performed for purposes of verifying that the deliverable hardware, software, and related documentation is complete and ready to ship. Customer participation and concurrence is required. 4.5.3 TEST PARTICIPATION Acceptance tests will be conducted in accordance with an approved test procedure to determine functional compliance. Subsystem level tests will be performed in accordance with the approved test plan and its associated, detailed test procedures. Recorded test data and/or computer reduced data will become part of the required documentation for record retention and will constitute evidence of conformance with requirements. Records should be kept at a minimum for the life of the contract. The program product assurance function, along with program management, will specify a level of test coverage that ensures that significant elements of the test activities are monitored. Test area surveillance will be imposed at all levels of qualification and acceptance testing. The test area surveillance activity will be accomplished by auditing test operations in progress to ensure that: 1) Items are properly identified and handled. 2) Test procedures are released and being followed. 3) Test equipment is calibrated. 4) Test data and discrepancies are recorded. 5) Problem reports are initiated, if problems occur. 6) Test results are within the specified limits. ________________________________________________________________________________ 18 376 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR On an audit basis, this effort, in conjunction with other quality assurance activities, will be of sufficient scope to ensure that delivered articles conform to requirements. 4.5.4 SITE INSTALLATION AND ACCEPTANCE TEST The installation, test, and acceptance at the site constitutes final acceptance and is subject to Customer concurrence of the test results. This data becomes part of the system acceptance documentation. Hardware Quality Assurance (HQA) will perform an identification, count and damage assessment on all equipment arriving for Site Installation. They will ensure that the equipment is properly installed according to Engineering drawings and will support the testing and verification process using approved and properly released test procedures. They will ensure any discrepancies/concerns are documented using the Problem Report Form System and follow-up to ensure appropriate closure. 4.6 NONCONFORMING ARTICLE AND MATERIAL CONTROL 4.6.1 MATERIAL REVIEW ACTION AND CONTROL The identity and inspection status of all nonconforming items will be documented on the appropriate quality record when discovered. The purpose of material review action will be to resolve disposition of nonconformances. Material review action will determine whether the departure is due to hardware or documentation discrepancies. All review and closure actions will be documented in accordance with existing Contractor quality assurance practices. Material review actions will be final. Items determined acceptable will be processed thereafter as conforming items. The material review members and allowable dispositions will be those cited in Table 1. Quality Assurance personnel and the responsible engineering activity will be authorized to perform material review actions as follows: ________________________________________________________________________________ 19 377 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - Preliminary review will be conducted when a nonconformance is discovered. Workmanship errors and minor out-of-tolerance situations that can be reworked to specification conditions are resolved by authorized personnel through this preliminary review process. Preliminary review nonconformances are processed by a quality assurance engineer. Engineering and/or manufacturing input may be solicited for this action. During preliminary review, it will be determined whether 1) a nonconforming item can be made to conform by rework or standard repair, 2) the item should be scrapped (low cost and non-schedule-critical items), or 3) the item must be submitted for higher level material review action. - Engineering review will apply to all nonconformances not resolved by preliminary review. It will be performed jointly by the responsible quality assurance and engineering representatives who will determine the acceptability of nonconforming items submitted for review. The responsible engineer will document and justify the item's disposition. The quality assurance representative will signify concurrence with the item's disposition on the material review documentation, which can either be a Problem Report Form (PRF) or other suitable form. - -------------------------------------------------------------------------------- -20- 378 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 4.6.2 NONCONFORMANCE DEFINITIONS AND CLASSIFICATIONS The following terms, definitions, and classifications will apply: 1) Nonconforming material -- Any item, part, or product with one or more characteristics that depart from the requirements of the contract, specification, drawing, or other approved product description. Functional nonconformances must be processed through the failure reporting system. 2) Minor nonconformance -- a departure from the requirements specified in the approved product description that does not adversely affect form, fit, and function. Material nonconformances are processed through material review action. 3) Major nonconformance -- A departure from the contractual performance that cannot be eliminated by the Customer's material review actions or reduced to a minor nonconformance by repair. Major nonconformances are processed by submitting a request for deviation/waiver to the Customer for approval.
Table 1. Hardware Material Review Authority - ------------------------------------------------------------------------------- Functions Members Disposition - ------------------------------------------------------------------------------- Preliminary Review Quality Assurance Rework/complete to drawing or specification requirements (i.e., rewire) Low Cost non-schedule-critical scrap Authorized standard repair Submit to engineering review - ------------------------------------------------------------------------------- Engineering review Quality Assurance Rework/complete to engineering Engineering drawing and specification requirements Return to supplier Repair to authorized instruction Use as is -- Minor nonconformances Scrap -- Obviously unit for use or uneconomically repairable - -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 21 379 GCE Product Assurance Plan Exhibit G Contract no. ICOO/95-1002/NR 4.6.3 CORRECTIVE ACTION Quality assurance personnel will ensure that prompt action is taken to resolve nonconformances. Documentation of nonconformances will include cause and corrective action when it is beneficial to the program. Nonconformance data will be reviewed for trends, corrective action assignments will be made, and follow-up action will be taken. Management will be kept informed of progress and completion of corrective action assignments. Corrective action is taken in accordance with HITC policy, as defined in the quality assurance instructions. Minor nonconformances will not require corrective action unless such action is beneficial to the program. It will not normally be taken if: 1) The operation is monitored and discrepancies do not exceed the established limits. 2) A discrepant item/operation has been discontinued or modified because of a design change. 3) Items are no longer being manufactured. 4) An assignable cause cannot be determined. 5) No trend indicating a continuing problem is apparent. 4.6.4 SUBCONTRACTOR MATERIAL REVIEW HITC may delegate limited material review authority to selected subcontractors of complex articles. Subcontractors considered for material review authorization will be required to submit written plans for material review to HITC for approval prior to implementation. Material review requirements for documentation, segregation, review, corrective action, and reporting need not be identical but will be consistent with those described in this plan. 4.7 MEASUREMENT PROCESSES AND CALIBRATION 4.7.1 BASIC SYSTEM HITC's approved and documented metrology system will be in accordance with MIL-STD-45662A and administered by HISD Property - -------------------------------------------------------------------------------- 22 380 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR Organization. This system provides for the selection, approval, calibration, maintenance, and control of inspection and test measuring equipment. HITC will be responsible for maintaining equipment to required calibration and measurement standards and for providing traceability to approved primary or secondary reference standards. Inspection and test measuring equipment used to establish acceptance of articles through quantitative measurements will be calibrated periodically in a manner that ensures conformance with requirements. Test and measuring equipment that is part of the deliverable system will be calibrated as required by the responsible engineering function. 4.7.2 CALIBRATION CONTROLS Unique labels or codes that identify and cite the last and the next calibration dates will be affixed to measuring and test equipment. Intervals for calibration will depend on use, accuracy, type, and other conditions that affect measurement control. Calibration intervals will be established for each model or type of equipment. Items not used for quantitative measurements will not require calibration or indication of calibration status. When the accuracy of a piece of equipment is verified by another piece of equipment that is fully calibrated, a "no calibration required" (NCR) sticker will be used in its identification. If the calibration period of an article of test equipment has expired, a limited extension of 20% of its certification period may be authorized by Quality Assurance. 4.7.3 SUBCONTRACTOR CONTROLS The requirements for measuring and inspection equipment control will be implemented through the quality requirements invoked in procurement, quality, or engineering documents. Such requirements will be consistent with the requirements of this plan. - -------------------------------------------------------------------------------- 23 381 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 4.8 RECORDS AND TRACEABILITY 4.8.1 RECORDS The following records will be maintained to establish the procurement, manufacturing, inspection, and test histories for deliverable articles and provide the historical documentation for each item: 1) Procurement packages 2) Material certifications 3) Fabrication quality records 4) Traceability data 5) Quality records 6) Manufacturing and assembly planning documents 7) Drawings 8) Inspection and test equipment 9) Test data sheets 10) Material review actions/deviation waivers 11) Problem Reports Forms 12) Configuration summary lists 13) Operations and Maintenance Manuals 24 382 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR Program Management and contracts personnel are responsible for determining how long we should keep records and where they are kept. 4.8.2 TRACEABILITY HITC and its subcontractors will maintain information files ensuring the traceability of parts and assemblies. The traceability system will utilize Contractor or subcontractor assigned traceability numbers, purchase order numbers, or quality record numbers that are entered on accompanying documentation. Quality Assurance personnel will be responsible for auditing the traceability system to ensure that hardware configuration and quality records are maintained during the manufacturing and test cycles. 4.9 INSPECTION AND STATUS CONTROL HISD standard system using Quality Assurance Manual 614, Quality Assurance Procedure 19-20-3, Identification of Quality Status will be used to control inspection stamps or signatures used to signify acceptance of deliverable items or documentation. These controls include the issuance, maintenance, and recall of inspection stamps by qualified personnel authorized to use them. Stamp possession and employee location will be verified periodically by cognizant quality assurance personnel. ________________________________________________________________________________ 25 383 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 4.10 PACKAGING, HANDLING, AND TRANSPORTATION Articles are packaged with materials necessary to prevent deterioration, corrosion, or damage. Requirements for packaging will consider conditions that affect the article while it is 1) at a HITC's facility, 2) being transported to its destination, and 3) at its destination under specified conditions. Provisions are made for special handling of articles sensitive to handling damage during fabrication and processing. Special devices, boxes, containers, and modes of transportation are used, as necessary, to prevent damage due to handling. A shipping inspection is performed on all equipment or items shipped to the Customer. This inspection verifies that all items are secured and identified prior to packaging, and that all shipping documents are properly completed. 5. SOFTWARE QUALITY ASSURANCE 5.1 INTRODUCTION This Software Quality Assurance (SQA) Plan applies to the deliverable and non-deliverable software to be developed, procured or maintained. The Plan is the directive implementing the contractual quality requirements for software and the HITC Quality requirements. It describes the organization, procedures, processes, and products used to implement the SQA program activities throughout the software life cycle of the program. These tasks include evaluating and certifying the software development processes and products, identified herein, to verify compliance with contractual requirements, and to verify that a high level of quality is being designed into the software products. In addition, the quality tasks ensure that the software engineering organization complies with HITC practices and procedures, as tailored to contractual requirements. This plan is written to meet the intent of ISO 9001 (ISO 9000-3). The process defined will be tailored to provide a cost-effective approach to ensuring a quality product. This tailored approach will be defined in program instructions. - -------------------------------------------------------------------------------- 26 384 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 5.2 ORGANIZATION AND RESOURCES 5.2.1 ORGANIZATION The SQA organization has primary responsibility for the implementation, execution and management of the SQA activities described in this plan. SQA has an indirect reporting responsibility to the Program Manager. The SQA organization is independent of the software engineering personnel and reports directly to Product Assurance. 5.2.2 PERSONNEL The SQA engineer performing the SQA activities has developed the skills required for implementing the SQA program. The SQA engineer has experience with the engineering methodologies to be applied to software development. In addition, the SQA engineer is knowledgeable of HITC policies applicable to the specific SQA program. The SQA engineer is experienced in Customer and program management interface. 5.2.3 OTHER RESOURCES SQA interfaces with Software Engineering, Program Management, Independent Test, Systems Engineering, and Configuration Management organizations by participating in and evaluating the progress of software development, test, and maintenance. This participation forms a teaming that ensure software quality and control over the software and related documentation. 5.2.4 SCHEDULE The SQA schedule is prepared upon receipt of funding and a schedule. The schedule is updated monthly to track manpower performance against planned SQA activities. 5.3 SQA PROGRAM PROCEDURES, TOOLS, AND RECORDS SQA has the responsibility during a Program to ensure that the software, documentation, and products are developed and maintained - -------------------------------------------------------------------------------- 27 385 Exhibit G GCE Product Assurance Plan Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- in accordance with the contractual and HITC requirements, and meet their intended use. 5.3.1 PROCEDURES SQA will utilize various procedures, tools, and records to accomplish the required tasks associated with ensuring that the software and related products comply with the instructions/procedures to be used as described in the following paragraphs. 5.3.1.1 SOFTWARE QUALITY PLANNING A complete review of the contract is performed by SQA to provide for the early identification of contractual and internal Software Quality requirements and to plan for the necessary resources and skills required to support the contract. This planning ensures the establishment of adequate budgets, personnel, and controls for contractual and internal compliance. This planning includes the SQA tasks of proposal preparation and generation/coordination and establishment of SQA program records retention system. 5.3.1.2 PROGRAM DOCUMENTATION SQA generates and maintains several types of SQA program documentation in support of a program SQA effort. The program documentation includes this SQA Plan and Program Instructions. SQA forms are utilized to collect data during the SQA activities. Program documentation is periodically assessed and realigned as necessary, to ensure it continues to reflect requirements. The SQA program in integrally tied to the Configuration Management (CM) program. SQA reviews the Configuration/Data Management plan to assure that it is consistent, meets requirements, and evaluates the process to ensure the plan is implemented. The quality of any software product is the responsibility of the developing organization. The software development process described in the Software Development Plan (SDP) assures that quality is designed into all software products. The responsible - -------------------------------------------------------------------------------- 28 386 Exhibit G GCE Product Assurance Plan Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- engineering organization verifies that software products meet quality requirements by reviewing format, presentation, consistency, and completeness. The SQA engineer performs evaluations and witness testing defined in this Plan throughout the software life cycle, building sufficient confidence that software plans have been met and the software performs its required functions. SQA assures that data rights and restrictive markings are in accordance with the contract and that products are adequately protected for delivery. SQA assures that software deliverables are properly packaged and marked for shipment to assure the integrity of the deliverable software. Certification is documented by affixing a SQA stamp. 5.3.1.3 SOFTWARE QUALITY SYSTEM EVALUATION SQA evaluations verify and ensure that the systems used to manage, develop and control software and related products exist, are adequate and are complied in accordance with the contract and HITC internal requirements as documented in the SDP and CM Plan. Internal evaluations aide to ensure the necessary tools, resources, procedures, and instructions are in place and available for development of compliant software and products in accordance with the contract, HITC and planning documents. SQA monitors the systems throughout the software effort to ensure continued adequacy and compliance. The systems used to develop and control the software during the various phases of the effort will be evaluated individually to ensure compliance with the plan requirements. In addition to evaluation of software systems, SQA management ensures periodic assessment of the SQA system to determine compliance with and continued adequacy of the SQA Plan and related program documentation. Evaluation of the SQA system occurs concurrently with evaluations of SQA program documentation. 5.3.1.4 SOFTWARE QUALITY PROCESS EVALUATION On-going evaluations are conducted of the processed used during the design, development and configuration control of the software and related products. Evaluations verify and ensure existence, adequacy and compliance with the required plans/procedures. These included, but are not limited to, Software Engineering, Software Review and - -------------------------------------------------------------------------------- 29 387 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR Audits, Configuration Management, and Storage, Handling, and Delivery. 5.3.1.5 SOFTWARE PRODUCT EVALUATIONS SQA performs evaluations of software plans, standards, procedures, software technical documentation and code. These evaluations ensure products are compliance with contract and HITC requirements, and are under configuration control prior to Customer delivery. Products are evaluated using the appropriate governing documents. Product evaluations ensure compliance with the following basic criteria: a. Adherence to the required format and compliance with contractual and HITC requirements, applicable document descriptions, practices, instructions, etc. b. Internal consistency: No two statements in a document contradict one another, a given term, acronym, or abbreviation means the same throughout: a given item or concept is referred to by the same name or description throughout. c. Understandability: Documentation promotes understanding by applying the rules of grammar, symbols, notation and writing style. d. Technical Adequacy: The approach is logical, consistent and requirements of the program are clear technically and practically. e. Degree of Completeness appropriate to the phase: Constituent parties are present and addressed in adequate details. In process reviews evaluate products at varying degree of completeness. f. Testability: Documentation identifies requirements that are testable so that an objective test can be designed to verify and validate the fulfillment of the requirements. g. Traceability: All specification, design documentation, code and test plans/procedures are reviewed to provide agreement with a - -------------------------------------------------------------------------------- 30 388 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR predecessor documents to which a hierarchical relationship is required. 5.3.1.6 CORRECTIVE ACTION The Corrective Action (CA) process uses a formal corrective action reporting system using Problem Report Form (PRF)s and Software Problem Report (SPR)s, the PRF is included as an example of the forms used to identify all problems/issues detected in the systems, processes or products, and provides the mechanism by which responsible organizations respond. The system involves ensuring the identification and corrections of problems/issues resulting from SQA evaluations, reviews, testing, change control activity, or any other event throughout the software life cycle. CAs are directed to the organization responsible for the product, process, design, personnel, or management system contributing to the problem who in turn respond and ensure implementation of the necessary corrective action. The process includes: Analyzing detected problems/issues/discrepancies. b. Documenting, classifying, categorizing and prioritizing the problem/issue/discrepancy. c. Assigning the responsible individual to determine the action necessary to correct the discrepancy. d. Recommending the necessary corrective action. e. Reviewing the corrective actions taken for adequacy and implementation. f. Verifying through re-evaluation of re-test/regression test the products and/or software to which corrections have been made. g. Elevating to appropriate management levels, as necessary, problems, issues/discrepancies which go unresolved or whose degree of impact of severity warrant. ________________________________________________________________________________ 31 389 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR h. Providing reports indicating status. 5.3.1.7 Management Reporting To ensure that objective evidence exists which substantiates performance of software quality activities, SQA documents all evaluations performed and/or activities in which SQA participates. Each evaluation/activity is summarized and documented on the appropriate form. All evaluation reports are maintained in the Quality Records. Periodically SQA summarizes the overall activities performed and submits this to Program Management. These periodic reports provide SQA Program and software development management insight into the SQA program tasks performed and any issues/concerns related to the program. These reports are summarized to provide the Quality input for monthly status reports and Program Management Reviews. 5.3.1.8 CERTIFICATION AND ACCEPTANCE Deliverable software and related documentation is submitted to SQA for acceptance/inspection prior to submittal to the Customer. Software and documents are reviewed to ensure adequacy and compliance for the specific software development life cycle phase at the time of submittal and that any previously documented deficiencies have been corrected. SQA performs detailed evaluations of products and certifies their readiness and compliance for contract delivery. SQA documents any discrepancies detected and returns the product to the responsible organization for disposition. Open liens are established and tracked on CAs. SQA will re-inspect to the extent necessary to verify that affected characteristics are in compliance. SQA will sign all documentation or stamp all software products. Conditional accepted products require action(s) prior to the next submittal to the Customer (e.g., review, evaluation, testing, corrective action). Products with discrepancies which affect the fulfillment of the functional performance of the product are rejected by SQA. These ________________________________________________________________________________ 32 390 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR products are not delivered to the Customer until adequate correction of the discrepancies is implemented. 5.3.1.9 SOFTWARE TESTING SQA monitors informal testing and witnesses formal testing. SQA evaluates the independent module-level testing performed during the software Development Folder evaluations to assure satisfactory completion of the requirements and to ensure the software's readiness for qualification testing. SQA ensures that: a. Test Plans/Procedures and specifications are reviewed for compliance with contractual requirement. b. Test and application software is acceptable and under configuration control prior to qualification test activity. c. Test are conducted in accordance with approved test plans/procedures. d. Test Results and reports are compliant and certified as reflecting the actual findings of tests. e. Test-related media and documentation are maintained to allow repeatability of the tests. f. Support software and hardware used to test the deliverable software have been validated prior to use. g. Configuration of the system is verified prior to qualification tests. 5.3.1.10 REVIEWS AND AUDITS SQA support all formal reviews and audits required by contract. SQA assures that the required products are available for review prior to the conduct of the review/audit, that the status and quality evaluation of each product is presented, and that action items resulting from the review are tracked through to closure. - -------------------------------------------------------------------------------- 33 391 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 5.3.1.11 NON-DELIVERABLE SOFTWARE SQA evaluates each non-deliverable software item used in the automated design, production, qualification, or acceptance of deliverable software or hardware to assure that: a. Objective evidence exists, prior to its intended use, that it performs the required functions. b. It was placed under configuration control prior to its use. - -------------------------------------------------------------------------------- 34 392 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 5.3.1.12 CUSTOMER INTERFACE SQA interfaces with the Customer during reviews, audits mandatory inspections, and as needed. The team approach provides for continual sharing of information between HITC and Customer. SQA ensures documentation, records and any other applicable data is available for review upon request and ensures Customer notification of products available for inspection when such inspection has been identified. 5.3.1.13 TOOLS Currently, the tools utilized by SQA consist of the PRF system, MAC Schedule, and Fox Pro. PCs and Macintoshes are used to automate tasks, as applicable. 5.4 SOFTWARE QUALITY RECORDS Software Quality Records are established and maintained in files. The results of audits, reviews, and corrective actions documented are maintained in the records. Records consist of a collection of written data associated with the SQA evaluations which serve as objective evidence that all SQA requirements are being or have been met. Retention of Quality records required per this plan are maintained at HITC for the duration of the program and retained in storage after completion of the program for a period of at least five (5) years after final payment. All records will be made available to the Customer for review upon request during the period of retention. 5.5 SUBCONTRACTOR/SUPPLIER The software subcontractor control portion of the SQA program involves newly developed software and Commercial-Off-the-Shelf (COTS) software. The process for newly developed software includes survey of software subcontractors prior to placement to assure appropriate contract requirements are flowed to the subcontractor, and to establish receiving inspection criteria, and continuous evaluation of subcontractor product and process performance to the subcontract. Vendors modifying exiting COTs software that will be made available as commercial software after delivery to HITC will be controlled by ________________________________________________________________________________ 35 393 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR SQA using a subset of the requirements for newly developed software subcontractors. The SQA engineers assure that any deliverable commercial software or non-deliverable software is under configuration control and meets contractual data rights provisions. 6. PARTS, MATERIALS, AND PROCESSES PROGRAM 6.1 BASIC PROVISIONS HITC will establish provisions for controlling the selection, application, and acceptance of all parts, materials, and processes to be used in deliverable hardware. 6.2 PARTS SELECTION AND SPECIFICATION Parts, materials, and processes will be carefully selected on an individual basis that considers all significant factors, including suitability, reliability, life, and environmental capability. Selection criteria will include known reliability history and previous satisfactory supplier usage. Electronic and electromechanical equipment will be controlled by procurement specifications or standards. Parts will be procured to commercial part numbers, military specifications, altered item drawings, catalog item number, or specific program requirements attached to the purchase order. The responsible engineer will specify acceptance requirement for all catalog items whenever such catalog item descriptions are inadequate for acceptance inspection. 6.3 PARTS AND MATERIALS HANDLING AND STORAGE Parts and materials will be traceable to the applicable manufacturer and stored in accordance with requirements for a standard ground control equipment program. Parts and materials for deliverable hardware will be place in program designated bonded stores. Appropriate packaging and electrostatic discharge control measures will be taken to protect critical parts and materials during handing. Fabricated parts and subassemblies will be placed in kits, containers, or protective bags. The adequacy of the packaging, handling, and storage procedures and measures taken will be confirmed by quality assurance audits. ________________________________________________________________________________ 36 394 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 6.4 SUBCONTRACTOR CONTROL The parts, materials, and processes requirements will be imposed on subcontractors having design requirements. Product assurance personnel will ensure that these requirements are implemented by subcontractors through review of instructions, specifications, and statements of work referenced in procurement documents. Subcontractor parts, materials, and processes will be reviewed and/or inspected to ensure compliance with subcontract requirements. 7. CONFIGURATION AND DATA MANAGEMENT 7.1 BASIC PROVISIONS HITC will establish a configuration and data management program that ensures that the configuration and data management functions described in this plan are implemented. The Program Configuration and Data Management Office (PCDMO) will issue program configuration requirements and instructions to performing organizations and subcontractors as necessary to coordinate the requirements of this plan, or to augment the provisions of the plan due to contract-unique requirements. Configuration will be maintained through the configuration Control Board (CCB). 7.2 MANAGEMENT AND ORGANIZATION The Configuration Management (CM) and Data Management (DM) functions will be administered by PCDMO, including configuration management for subcontractors. 7.3 CONFIGURATION MANAGEMENT The PCDMO will maintain accurate records, release engineering data, and document and maintain any changes in process. 7.3.1 CONFIGURATION IDENTIFICATION Configuration identification will be defined in specifications and drawings developed and maintained by the PCDMO. Each control item will be assigned a unique identification number. The PCDMO will 37 395 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR control and provide for the issuance of all data or hardware identification numbers. Subcontractor or vendor items will be identified by the manufacturer's part number or by the assigned Contractor part number. The PCDMO will prepare a specification tree and index, listing the design and subordinate design specifications. A master index of contract-deliverable control items will be prepared. The index will identify control items by drawing (part) number, indenture level and quantity required for next assembly. The finalized index will serve as the internal baseline configuration document and will be released under formal release procedure. Thereafter, the master index will be maintained by normal change control procedure. 7.3.2 CONFIGURATION CONTROL Specifications, drawings, and software changes will be controlled and documented. All proposed changes to contractual specifications will be submitted to the CCB for approval. 7.3.2.1 ENGINEERING CHANGE CLASSIFICATION The PCDMO will be responsible for processing all engineering change requests. To ensure that the extent of analysis and approval action required to implement a proposed engineering change is consonant with the nature, magnitude, and effect of the change, engineering changes will be classified as follows: Class I - An engineering change that affects compliance with contractual requirements. Class II - Any engineering change to which the criteria for Class I do not apply. The implementation of a Class I change will require formal CCB approval. Class I change proposals will be submitted to the Customer with appropriate supporting documentation. The PCDMO will ensure the proper classification of Class II changes through periodic audits. - ------------------------------------------------------------------------------- 38 396 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 7.3.2.2 REQUESTS FOR DEVIATIONS/WAIVER Departures from the requirements specified in engineering documentation, without altering the documents, will be accomplished through authorized deviation/waiver procedures. The Responsible Engineering Authority (REA) is responsible for processing any requests for deviations or waivers from a technical requirement. Deviations must be authorized prior to hardware manufacture. Waivers will be requested for nonconformances found during or after manufacture. Deviations and/or waivers that impact the contract will be approved by the Customer. Minor waivers will be processed by material review action. Requests for deviations or waivers will be classified and approved in the same manner as engineering changes. 7.3.3 CONFIGURATION CONTROL BOARD (CCB) A program CCB will review and approve or reject all proposed hardware/software Class I changes. The program system engineering manager, or his designee, will chair the program CCB. The Board will be comprised of those individuals who are responsible for the changes under review, and will include representatives from Program Management, Product Assurance, Systems Engineering, CM, and the REA. Representatives from other disciplines with the necessary expertise to properly assess the requested change may be required to support CCB actions. The CCB will review each significant change following the design phase. The design phase of each unit will be considered to extend from the time of initiation of the contract until one of the following occurs: 1) The qualification of the unit's design is completed. 2) An acceptance unit is delivered. 3) The program manager signifies completion of the design phase. 7.3.4 CONFIGURATION STATUS ACCOUNTING AND VERIFICATION A configuration status accounting activity will maintain configuration indices and issue configuration reports. Records of the hardware configuration (as-built) will be compared to the released (as-designed) configuration. The PCDMO will act in conjunction with the engineering, manufacturing, and other organizations as required to - ------------------------------------------------------------------------------- 39 397 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR resolve identified differences between the as-designed and as-built configurations. The PCDMO will be responsible for issuing the as-designed/as-built configuration index. 7.4 DATA MANAGEMENT The PCDMO will maintain accurate records of all program-pertinent data. 7.4.1 CONTRACT DATA REQUIREMENTS The PCDMO will prepare and maintain a data submittal schedule and status for all required contract data. PCDMO personnel will direct the publication, distribution, and delivery of data, as appropriate. Contract deliverable data will be submitted to the Customer through the program contract administration function. 7.4.2 DATA CONTROL Non-engineering data will be controlled by the assignment of a library identifier to all program data. The number assignment and record lists will be maintained in the library. 7.4.3 LIBRARY The program library will maintain program-generated reports, technical data files, program correspondence files, and other program-generated documents, as specified by the program management office. Library- maintained documents will be readily available upon request. 7.5 SUBCONTRACTOR CONFIGURATION AND DATA MANAGEMENT 7.5.1 CONFIGURATION MANAGEMENT Subcontractors will be required to have a configuration management system in compliance with HITC's configuration management requirements. Subcontractor configuration management operations will be subject to Contractor review, approval, and periodic audits. - -------------------------------------------------------------------------------- 40 398 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR - -------------------------------------------------------------------------------- 7.5.2 DATA MANAGEMENT Subcontractors will be required to have a data management system in compliance with HITC's data management requirements. Subcontractor configuration management operations will be subject to Contractor review, approval, and periodic audits. Subcontractor data requirements will be identified through appropriate data requirements lists or schedules for each respective Subcontractor. 8. DEFINITIONS Product - An item produced for a Customer or in support of a contract defined effort, which may be in the form of hardware, software, firmware, handbooks, data, documentation or any combination thereof. Software - A combination of associated computer instructions and computer data definitions required to enable the computer hardware to perform computational or control functions. Software Documentation - Technical data or information, including computer lists and printouts, which document the requirements, design or details of computer software, explains the capabilities and limitation of the software, or provides operating instructions for using or supporting computer software during the software's operation life. Baseline - A point during the software life cycle at which a product or set of products is formally designated and placed under configuration control. Baselines, plus approved changes from those baselines, constitute the current configuration identification. Formal and informal baselines are defined in the SDP and CM Plan. Traceability - A characteristic of a product which provides agreement with all predecessor documents to which it has a hierarchical relationship. It has five elements: (1) product contract or implements all applicable stipulations of the predecessor documents, (2) a given term, acronym or abbreviation means the same thing, (3) a given item or concept is referred to by the same name/description, (4) all material in the successor document has its basis in the predecessor, e.g. not untraceable material is introduced, (5) the product and document do not contradict one another. - -------------------------------------------------------------------------------- 41 399 GCE Product Assurance Plan Exhibit G Contract No. ICOO/95-1002/NR 9. ACRONYMS CM Configuration Management COTS Commercial-Off-the-Shelf RE Responsible Engineer HITC Hughes Information and Technology Corporation HQA Hardware Quality Assurance HWCI Hardware Configuration Item PCA Physical Configuration Audit PRF Problem Report Form SCM Software Configuration Management SDP Software Development Plan SPR Software Problem Report SQA Software Quality Assurance SWCI Software Configuration Item TIM Technical Interchange Meetings ________________________________________________________________________________ 42 400 EXHIBIT H - BILLING MILESTONE PLAN 08/24/00
M/S COMPLETION FINAL TOTAL M/S # BUILD DATE BILLING MILESTONE PROOF OF COMPLETE FINAL M/S VALUE CUMULATIVE VALUE - ------------------------------------------------------------------------------------------------------------------------------------ *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 1 401 EXHIBIT H - BILLING MILESTONE PLAN 08/24/00
M/S COMPLETION FINAL TOTAL M/S # BUILD DATE BILLING MILESTONE PROOF OF COMPLETE FINAL M/S VALUE CUMULATIVE VALUE - ------------------------------------------------------------------------------------------------------------------------------------ *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 2 402 EXHIBIT H - BILLING MILESTONE PLAN 08/24/00
M/S COMPLETION FINAL TOTAL M/S # BUILD DATE BILLING MILESTONE PROOF OF COMPLETE FINAL M/S VALUE CUMULATIVE VALUE - ------------------------------------------------------------------------------------------------------------------------------------ *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 3 403 EXHIBIT H - BILLING MILESTONE PLAN 08/24/00
M/S COMPLETION FINAL TOTAL M/S # BUILD DATE BILLING MILESTONE PROOF OF COMPLETE FINAL M/S VALUE CUMULATIVE VALUE - ------------------------------------------------------------------------------------------------------------------------------------ *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 4 404 EXHIBIT H - BILLING MILESTONE PLAN 08/24/00
M/S COMPLETION FINAL TOTAL M/S # BUILD DATE BILLING MILESTONE PROOF OF COMPLETE FINAL M/S VALUE CUMULATIVE VALUE - ------------------------------------------------------------------------------------------------------------------------------------ *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 5 EX-10.12 3 v64075a1ex10-12.txt LAUNCH SERVICES SUPPLY CONTRACT 1 Contract Number: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT BETWEEN I-CO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED & HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. 7 December 1995 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- TABLE OF CONTENTS
Article Title - ------- ----- 1 Definitions ........................................... 2 2 Scope of Work ......................................... 8 3 Launch Scheduling ..................................... 9 4 Contract Price, Payment and Adjustments ...............22 5 Manifest Management ...................................30 6 Reserved ..............................................31 7 Permits and Licenses: Government Approvals ............32 8 Launch Reviews ........................................34 9 Title .................................................35 10 Force Majeure .........................................36 11 Reserved ..............................................38 12 Access to Work in Progress and Data ...................39 13 Indemnification .......................................40 14 Warranty ..............................................42 15 Risk to Satellite .....................................43 16 US Government Third Party Indemnification .............44 17 Termination ...........................................45 18 Data Rights ...........................................53 19 Reserved ..............................................54 20 Rights in Inventions ..................................55 21 Confidentiality .......................................56 22 Interpretation ........................................59 23 Publicity .............................................61 24 Notices ...............................................62 25 Integration ...........................................64 26 Assignment ............................................65 27 Severability ..........................................67 28 Reserved ..............................................68 29 Reserved ..............................................69 30 Disputes and Arbitration ..............................70 31 Reserved ..............................................71 32 Replacement Launches ..................................72 33 Options ...............................................73 34 Limitation of Liability ...............................74 35 Miscellaneous .........................................75
3 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- THIS CONTRACT is effective as of the 7th Day of December, 1995, BETWEEN: I-CO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, a company incorporated in the Cayman Islands as an Exempted Company having its registered office at the Huntlaw Building, P.O. Box 1359, Fort Street, Georgetown, Grand Cayman, Cayman Islands (hereinafter referred to as "I-COGC"); and HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware, U.S.A., with a place of business in El Segundo, California, (hereinafter referred to as "Hughes"). WHEREAS, I-COGC desires to procure Launch Services and Management Services in support of the twelve (12) Satellites procured under a separate but interrelated Satellite Contract dated 03 October 1995, No. ICOO/95-1002/NR; and WHEREAS, Hughes desires to supply Launch Services and Management Services in accordance with the terms and conditions herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, and intending to be legally bound hereby, the Parties hereto agree as follows: 4 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 1 DEFINITIONS In this Contract, unless the context otherwise requires, .THE FOLLOWING TERNS SHALL have the meaning stated hereunder A "Affiliate" means, with respect to a Party, any subsidiary or holding company (as determined by the Companies Act 1985 of Great Britain) at any tier of such Party. B "Associate" means any individuals or legal entities, organized under public or private law, who shall, directly or indirectly, on behalf of or at the direction of either Party to this Contract fulfill any of the obligations undertaken by such Party in this Contract including, but without limitation, the Affiliates, Subcontractors, Consultants, employees, officers, directors or agents of each of them and of each of the Parties. For the avoidance of doubt, Hughes in its role as a satellite supplier under the Satellite Contract shall not be deemed an Associate of I-COGC. C "Business Day" means a Day on which I-COGC or Hughes is open for business, excluding Saturdays, Sundays and public holidays. D "Consultant(s)" means a person or organization identified to Hughes, which person is retained by I-COGC to provide I-COGC with technical advice and/or management services. E "Contract" means this written instrument embodying the agreement between Hughes and I-COGC, including the EXHIBITS annexed hereto and made a part of this Contract, as may be varied in accordance with the provisions of this Contract. F "Contract Price" means the total amount expressed in this Contract ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, as may be varied in accordance with the provisions of this Contract. G "Conversion" or "Convert" means for Delta-III and Zenit Launch Services, the right which Hughes has to convert a Firm Launch (as defined in EXHIBIT C or E) to an Optional Launch when a Firm Launch is postponed more than six (6) months beyond the relevant Launch Semesters. 5 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- H "Day" means a continuous 24-hour period commencing at 24:00 Midnight (Greenwich Mean Time). I "Designated Launch Site" means the launch facility provided, and used, by the relevant Launch Service Provider. J "Documentation" means documentation to be delivered under this Contract as more fully described in EXHIBIT A, STATEMENT OF WORK. K "Effective Date of Contract (EDC)" means the last date that this Contract was duly signed by both Parties. L "Government Agency" means any governmental body, agency or entity, which has jurisdiction over this Contract, the Designated Launch Sites, the Launch Vehicles or any other facet of the Launch Services or Management Services provided herein. M "I-COSL" means I-CO Services Limited. I-COSL has been appointed a Consultant and has been given authority under an agreement with I-COGC to manage this Contract on behalf of I-COGC. All notices, instructions or consultations which are given or engaged in by I-COSL in the performance of its management and consultancy functions in relation to this Contract shall be deemed, pursuant to the aforesaid agreement, to have been given by I-COGC and shall be binding on I-COGC. Notwithstanding the foregoing, I-COSL is not authorized to vary the terms of this Contract in any manner whatsoever unless and to the extent that the I-COGC authorized representative referred to in ARTICLE 24, NOTICES, advises Hughes in writing to the contrary. N "Intentional Ignition" means the intentional ignition of any first stage motor of the Launch Vehicle by the Launch Service Provider or, for Atlas Launch Services, the point in time during the launch countdown when initiation of the gas generator ignitors firing command and firing of any of the gas generator ignitors occurs. 6 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- O "Launch" means; for Atlas Launch Services, the Intentional Ignition of the first stage engines of the Launch Vehicle carrying the Satellite followed by either release of the Launch Vehicle from the launcher holddown restraints or Satellite and Launch Vehicle damage or destruction sufficient so that both the Satellite and the Launch Vehicle are declared total losses; or for Delta-III Launch Services, the Intentional Ignition of the first stage solid rocket motors of the Delta III Launch Vehicle; or for Proton Launch Services, the intentional ignition of the first stage engines of a Launch Vehicle carrying a Satellite, followed by physical separation of the Launch Vehicle from the ground support equipment, unless such event constitutes a Terminated Ignition (as such term is defined in EXHIBIT D); or for Zenit Launch Services, the point in time when an electronic signal is sent to command the opening of any first stage propellant valves. A launch is deemed to have occurred even if there is a Total Failure, Total Constructive Failure or Partial Failure of the Launch Vehicle (as such terms are defined in EXHIBIT E); P "Launch Date" means the single Day on which the relevant Launch Service(s) shall be performed by the Launch Service Provider. Q "Launch Period" means the three (3) Month period in which the relevant Launch Service shall be performed by the Launch Service Provider. In the case of Atlas Launch Services, the Launch Period shall be a five (5) Month period. R "Launch Revision Fees" means any amount payable by Hughes to a Launch Service Provider as a consequence of the implementation, for any reason, in accordance with the provisions of this Contract, of a Launch Service Provider substitution or a Launch Service acceleration or postponement for any Launch Service, which amount may include, but is not limited to, termination liability values, postponement fees, liquidated damages, and/or escalation values. 7 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- S "Launch Service Fee" means as appropriate, the relevant fee for each Launch Service, as defined in Table 2 or Table 4 of ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS. T "Launch Service Cost" means the fee which Hughes pays to a Launch Service Provider to provide/perform the relevant Launch Services. U "Launch Service(s)" means, in relation to a Satellite, the services provided by the Launch Service Provider to integrate and Launch such Satellite under the relevant Launch Service Agreement, including furnishing the Launch Vehicle, launch support, equipment and facilities, as defined in EXHIBIT A, STATEMENT OF WORK, for the purpose of launching a Satellite into the intermediate circular orbit defined in Exhibit B (Satellite Technical Specification) of the Satellite Contract. V "Launch Service Provider" means the organization(s) which Hughes has contracted or will contract with to perform Launch Service(s), and shall include, but not be limited to, those persons referred to in Table 1 of ARTICLE 3, LAUNCH SCHEDULING. W "Launch Service Agreement" means the contract(s) executed between Hughes and the Launch Service Provider(s) for the provision of Launch Service(s) in support of this Contract, which shall be either: i) an existing Longterm Launch Service Agreement executed (or for the Zenit Launch Vehicle to be executed) between Hughes and the Launch Service Provider(s); or ii) a unique contract specifically negotiated by Hughes in support of this Contract. X "Launch Slot" means the thirty (30) Day period within the Launch Period in which the relevant Launch Service(s) shall be performed by the Launch Service Provider. Y "Launch Vehicle" means, in relation to a Satellite, the Launch Vehicle on which that Satellite is scheduled to be launched or is actually launched. Z "Longterm Launch Service Agreement" means the contract between Hughes and certain Launch Service Provider(s) for the provision of multiple Launch Services in support of any Hughes customer program(s). 8 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- AA "Management Services" means those services provided by Hughes that are required to effect the provision and scheduling of the Launch Service for each Satellite with the relevant Launch Service Provider, as defined in EXHIBIT A, STATEMENT OF WORK. BB "Month" means a calendar Month. CC "Net Present Value" means the value arrived at by discounting, on a monthly basis, current and future amounts under this Contract to the present date of calculation utilizing the Royal Bank of Scotland Base Rate in existence on the date of calculation plus two percent (2%). DD "Party" or "Parties" means an entity or all entities, according to the context, which has or have signed this Contract. EE "Satellite" means a Satellite to be provided to I-COGC pursuant to the Satellite Contract. The term "Satellite" shall be interchangeable with the term "Spacecraft" and has the same meaning. FF "Satellite Contract" means Contract No. ICOO/95-1002/NR executed between Hughes and I-COGC for the procurement of twelve (12) Hughes manufactured Satellites for I-COGC. GG "Statement of Work" means the Statement of Work which is incorporated herein and made a part of this Contract and is EXHIBIT A to this Contract. HH "Subcontractors" means a person, firm, corporation, consultant or business entity which has been awarded a subcontract by Hughes, to provide a portion of the Work covered by this Contract. II "Work" means all labor, services, acts (including tests to be performed), items, materials, articles, data, documentation, equipment, matters and things required to provide the Management Services and the Launch Services. 9 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- The following expressions defined in the Satellite Contract shall, when used in this Contract, bear the same meanings therein, save where the context otherwise requires: A. "Delivery" B. "Delivery Date" C. "I-CO Program" D. "Launch Attempt" The Article and Paragraph headings are for convenience of reference only and shall not be considered in interpreting this Contract. Where the context so requires, words importing the masculine gender include the feminine and neuter genders. The recitals of this Contract are descriptive only and shall not create or affect obligations of the Parties. 10 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 2 SCOPE OF WORK 2.1 In accordance with the terms and conditions of this Contract, Hughes shall procure Launch Services and provide Management Services in support of the Launch and deployment of the twelve (12) Satellites procured by I-COGC under the Satellite Contract. Hughes shall furnish and perform the Launch Services and Management Services in accordance with the provisions of this Contract and shall perform the Work to the extent and in the manner specified in the following documents, which are attached hereto and made a part of this Contract:
DOCUMENT DATE -------- ---- EXHIBIT A - STATEMENT OF WORK 7 December 1995 EXHIBIT B - I-COGC RIGHTS AND REMEDIES FOR ATLAS 7 December 1995 LAUNCH SERVICES EXHIBIT C - I-COGC RIGHTS AND REMEDIES FOR DELTA-III 7 December 1995 LAUNCH SERVICES EXHIBIT D - I-COGC RIGHTS AND REMEDIES FOR PROTON 7 December 1995 LAUNCH SERVICES EXHIBIT E - I-COGC RIGHTS AND REMEDIES FOR ZENIT 7 December 1995 LAUNCH SERVICES EXHIBIT F - MILESTONE PAYMENT PLAN 7 December 1995 EXHIBIT G - I-COGC GUARANTEE 7 December 1995 EXHIBIT H - HUGHES GUARANTEE 7 December 1995 EXHIBIT I - TERMINATION LIABILITY CALCULATION 7 December 1995
2.2 In the event of any inconsistency among or between the parts of this Contract, such inconsistency shall be resolved by giving precedence in the order of the parts as set forth below: A. Contract Articles and EXHIBIT I B. EXHIBITS B through E C. EXHIBIT A D. EXHIBIT F E. EXHIBITS G and H 11 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW ================================================================================ ARTICLE 3 LAUNCH SCHEDULING 3.1 LAUNCH MANIFEST. In accordance with the provisions of this Contract, Hughes shall utilize the Launch Service Provider(s) and Launch Dates specified in Table 1 below in establishing the baseline Launch Services manifest (set out as Table 1 below) on behalf of I-COGC:
TABLE 1: BASELINE LAUNCH SERVICES MANIFEST - ----------------------------------------------------------------------------------------------------- LAUNCH LAUNCH SERVICE PROVIDER LAUNCH LTA(3) LAUNCH TARGET VEHICLE LAUNCH # PERIOD LAUNCH DATE(S) ===================================================================================================== 1 Martin Marietta Atlas-IIA * Commercial Launch Services(1) - ----------------------------------------------------------------------------------------------------- 2 Lockheed-Krunichev-Energia Proton * International(1) - ----------------------------------------------------------------------------------------------------- 3 Martin Marietta Atlas-IIA * Commercial Launch Services(1) - ----------------------------------------------------------------------------------------------------- 4 McDonnell Douglas Corporation(1) Delta-III * - ----------------------------------------------------------------------------------------------------- 5 Lockheed-Krunichev-Energia Proton * International(1) - ----------------------------------------------------------------------------------------------------- 6 Sea Launch Limited Partnership(2) Zenit * - ----------------------------------------------------------------------------------------------------- 7 McDonnell Douglas Corporation(1) Delta-III * - ----------------------------------------------------------------------------------------------------- 8 Lockheed-Krunichev-Energia Proton * International(1) - ----------------------------------------------------------------------------------------------------- 9 Sea Launch Limited Partnership(2) Zenit * - ----------------------------------------------------------------------------------------------------- 10 McDonnell Douglas Corporation(1) Delta-III * - ----------------------------------------------------------------------------------------------------- 11 Sea Launch Limited Partnership(2) Zenit * - ----------------------------------------------------------------------------------------------------- 12 McDonnell Douglas Corporation(1) Delta-III * ===================================================================================================== 1: Indicated Launch Services are provided through a Longterm Launch Service Agreement between Hughes and the relevant Launch Service Provider(s). 2: Indicated Launch Services are initially scheduled on a Zenit Launch Vehicle, supplied by the Sea Launch Limited Partnership, subject to Article 3.2 herein. 3: The referenced Launch Number ("Launch #") indicates what type of Launch Service (i.e. Firm or Option) and which Launch Service or Launch Semester (i.e. Number 5 of 10 purchased by Hughes) shall be provided by Hughes to I-COGC. - -----------------------------------------------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 12 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- The procedures between Hughes and the Launch Service Providers for determining a Launch Period, Slot or Day are as set out in Exhibits B through E as applicable (or as may be set out in any unique Launch Service Agreement). Hughes' selection of Launch Slots or Launch Days shall be made in the best interest of the I-CO Program and shall be submitted to I-COGC for approval (which shall not be unreasonably withheld) no later than one Month prior to the finalization date of said selection with the appropriate Launch Service Provider. If any alternate Launch Slot or Day is counter-proposed by a Launch Service Provider in accordance with Exhibits B through E as applicable then Hughes' response or acceptance shall similarly require I-COGC's approval. If I-COGC disapproves said selection, it shall notify Hughes no later than ten (10) Business Days following notification by Hughes of the selection in order to allow time for resolution of the disagreement between the Parties. 3.1.1 References. References to "Launch 1" in this Contract shall be references to the Launch numbered 1 as set out in Column 1 of Table 1 and the same references shall apply for Launches 2 through 12. 3.1.2 Prior to 05 July 1996 and without prejudice to any other rights of I-COGC under this Contract, I-COGC shall have the right to: (a) postpone any or all Launch Periods in Table 1 above by up to six (6) months; and (b) rearrange the order in which the Launch Vehicles referred to in Table 1 above are allocated to a Launch. Such rights shall, however, be subject to: (a) the scheduling constraints set forth in Article 3.3.3; and (b) no Zenit Launch Service being scheduled prior to 01 November 1999. The exercise of such rights prior to 05 July 1996 shall have no effect on the Contract or the Contract Price except for (i) any adjustments to EXHIBIT F. 13 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- MILESTONE PAYMENT PLAN, and (ii) any Launch Service Fee adjustments as referenced in Table 4 of ARTICLE 4, PRICE, PAYMENTS AND ADJUSTMENTS, nor shall the exercise of such rights reduce any postponement rights or periods granted to Hughes or I-COGC under this Contract or any Launch Service Agreement. 3.2 Launch Service Provider Changes. Prior to Launch, I-COGC may direct and Hughes may propose a Launch Service Provider substitution as follows: 3.2.1 I-COGC Launch Service Provider Substitutions Prior To Or On 05 July 1996 Prior to or on 05 July 1996 and subject to ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, I-COGC shall be entitled to direct Hughes by written notice ("Substitution Notice") to substitute any Launch Service Provider(s) from those specified in Table 1 ("Original LSP") with a new Launch Service Provider ("New LSP") solely for the purposes of maximizing reliability, schedule confidence and/or scheduling flexibility. Such request by I-COGC shall be based upon the schedule, technical or reliability performance of the Launch Service Provider. Any substitution shall be implemented as follows: i) The Substitution Notice shall be served on Hughes prior to or on 05 July 1996; and ii) In the event that I-COGC directs Hughes to utilize a Launch Service Provider which does not provide Launch Services via a Longterm Launch Service Agreement (i.e. a unique Launch Service Agreement) Hughes shall use all reasonable efforts to fully negotiate a unique Launch Service Agreement in support of this Contract, which Launch Service Agreement shall be reviewed and approved by I-COGC prior to execution by Hughes. Hughes shall not be required to effect any substitution until I-COGC has approved the final draft of the unique Launch Service Agreement and such agreement has been validly executed by all parties thereto; and iii) The Substitution Notice shall specify the New LSP, which shall be a person listed in Exhibit B (Satellite Technical Specification) of the Satellite Contract 14 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- and shall identify the Original LSP and Launch number for which the substitution is to be effected; and iv) Any such substitution shall only be effected in accordance with ARTICLE 3.3.3; and v) Hughes shall bear any and all Launch Revision Fees arising as a result of effecting such substitution; and vi) Subject to paragraph "iv)" above, Hughes shall effect the substitution of the Original LSP for the New LSP as soon as reasonably possible following receipt by Hughes of the Substitution Notice. 3.2.2 I-COGC Launch Service Provider Substitutions After 05 July 1996. After 05 July 1996 and subject to ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, I-COGC shall be entitled to direct Hughes by Substitution Notice to substitute any Original LSP with a New LSP for any reason. Any Substitution shall be implemented as follows: i) The Substitution Notice shall be served on Hughes after 05 July 1996 and prior to Launch; and ii) In the event that I-COGC directs Hughes to utilize a Launch Service Provider which does not provide Launch Services via a Longterm Launch Service Agreement (i.e. a unique Launch Service Agreement) Hughes shall use all reasonable efforts to fully negotiate a unique Launch Service Agreement in support of this Contract, which Launch Service Agreement shall be reviewed and approved by I-COGC prior to execution by Hughes. Hughes shall not be required to effect any substitution until I-COGC has approved the final draft of the unique Launch Service Agreement and such agreement has been validly executed by all parties thereto; and 15 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- iii) The Substitution Notice shall specify the New LSP, which shall be a person listed in Exhibit B (Satellite Technical Specification) of the Satellite Contract and shall identify the Original LSP and Launch number for which the substitution is to be effected; and iv) Any such substitution shall only be effected in accordance with ARTICLE 3.3.3; and v) I-COGC shall bear any and all Launch Revision Fees arising as a result of effecting such substitution; and vi) Subject to paragraph "iv)" above, Hughes shall effect the substitution of the Original LSP for the New LSP as soon as reasonably possible following receipt by Hughes of the Substitution Notice. 3.2.3 I-COGC Launch Service Provider Changes Due to Zenit Launch Services Launch Services scheduled to be provided by Sea Launch Limited Partnership ("Sea Launch") for Launch on a Zenit Launch Vehicle (without prejudice to I-COGC's right to substitute Launch Service Providers in accordance with ARTICLE 3.2.1 and 3.2.2 above) are scheduled subject to the following conditions ("Conditions"); a) No Launch Service herein shall occur on the first or second launch of the Zenit Launch Vehicle by Sea Launch; and b) Hughes having entered into a Longterm Launch Service Agreement by 05 June 1996 with Sea Launch which Hughes determines supports this Contract, the latest draft of which forms the basis of EXHIBIT E, I-COGC RIGHTS AND REMEDIES FOR ZENIT LAUNCH SERVICES. Hughes shall notify I-COGC of such determination within thirty (30) Days of entering into such Launch Services Agreement; and 16 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- c) Sea Launch having successfully completed all development and integration activities required to validate the Sea Launch system and having performed at least one (1) successful launch six (6) months prior to the Launch Semester for the relevant Zenit Launch Service for I-COGC; and d) For Launch 6, the first launch of a Zenit Launch Vehicle by Sea Launch being scheduled by 01 November 1997 to occur prior to or on 31 December 1998; and e) For Launches 9 and 11, the first launch of a Zenit Launch Vehicle by Sea Launch has not occurred by 01 April 1998 and is not scheduled by 01 April 1998 to occur prior to or on 30 June 1999. In relation to each of Launches 6, 9 and 11, in the event that any of the conditions are not satisfied by the dates set out above, I-COGC shall be entitled to serve a Substitution Notice in accordance with ARTICLE 3.2.1 above (which ARTICLE shall apply hereto mutatis mutandis) for the relevant Launch: 3.2.4 Hughes Launch Service Provider Substitutions. In the performance of its Management Services, Hughes may propose to I-COGC a substitution to a Launch Service Provider. Any proposal by Hughes shall, as a minimum, identify the relevant Launch Service(s), explain the rationale for substituting the Launch Service Provider(s), identify the proposed Launch Service Provider, and quantify the price and payment schedule impact. Upon receipt of such proposal, I-COGC shall notify Hughes whether the submitted Launch Service Provider substitution proposal is accepted or rejected. Such notice period shall be thirty (30) Days or such shorter period of time as required under the circumstances, Hughes having used its reasonable endeavors to maximize the length of that shorter period. If I-COGC elects to accept such proposal, the provisions of ARTICLE 4, CONTRACT PRICE, PAYMENT, AND ADJUSTMENTS, shall apply and I-COGC shall be solely responsible for any Launch Revision Fees and other fees and costs charged by the Launch 17 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Service Provider and specified in the accepted proposal. At no point in time may Hughes substitute a Launch Service Provider without the express written consent of I-COGC. 3.2.5 Payments. If any substitution in ARTICLES 3.2.1, 3.2.2, 3.2.3 or 3.2.4 above results in I-COGC having paid more under EXHIBIT F, MILESTONE PAYMENT PLAN, than it would otherwise have paid had that substitution not occurred, at I-COGCs written direction, Hughes shall either (i) reimburse any excess amount to I-COGC in accordance with ARTICLE 4.8 within (a) fifteen (15) Days or (b) within five (5) Business Days from receipt of the applicable amount from the Launch Service Provider, whichever is later, or (ii) retain such amount and credit the amount against subsequent milestone payments specified in EXHIBIT F, MILESTONE PAYMENT PLAN, in sequence until such amount has been fully credited against such milestone payments. 3.3 Launch Schedule Adjustments. Either Party may, at any time prior to Launch, request to accelerate or postpone any Launch Period specified in Table 1, or the relevant Launch Slot or Launch Date, as applicable, as provided below: 3.3.1 Any request or proposal to accelerate or postpone any Launch Service by either Party under this Paragraph 3.3.1 shall be submitted and negotiated in accordance with ARTICLE 22.3, and be subject to the relevant rights and obligations specified in this Contract and EXHIBITS B through E, as applicable, and the scheduling constraints specified in ARTICLE 3.3.3 below. I-COGC shall be solely responsible for any Launch Revision Fees associated with any Launch Service acceleration or postponement requested by either Party except for those Launch Revision Fees which are based solely on the late Delivery by Hughes of the relevant Satellite or other associated deliverables (under the interrelated Satellite Contract) beyond their respective Delivery Dates (where the Delivery delay is solely caused by Hughes) or due to a material breach by Hughes of this Contract, in which case, Hughes shall be solely responsible for any applicable Launch Revision Fees. For the avoidance of doubt, if a situation should arise where Launch Revision Fees are due and payable to a Launch Service Provider for, e.g., a five (5) Month postponement, and three (3) Months of the postponement 18 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- were due solely to the late Delivery by Hughes of the relevant Satellite, Hughes would be solely liable for the amount associated with the three (3) Month postponement and I-COGC would be solely liable for the amount associated with the remaining two (2) Months. 3.3.2 Notwithstanding the foregoing, Hughes shall not be liable for any Launch Revision Fees if: i) I-COGC has requested, either before or after a Launch Services postponement by Hughes, a postponement for the relevant Launch Service under ARTICLE 3.3.1 above for reasons other than the late Delivery by Hughes of the relevant Satellite or other associated deliverables beyond their respective Delivery Dates where that delay is solely caused by Hughes or due to a material breach by Hughes of this Contract; and ii) any Launch Services postponement requested by Hughes is less than or equal to the maximum period of time allowable in the relevant Launch Service Agreement prior to the imposition of any type of Launch Revision Fees. As an example and for illustrative purposes only, if the Launch Service Provider allows a maximum of twelve (12) Months postponement prior to the imposition of any Launch Revision Fee(s) and I-COGC utilizes three (3) Months of such postponement period (either before or after a Hughes postponement request), then Hughes shall not be liable for the Launch Revision Fees if Hughes requests any postponement less than or equal to twelve (12) Months. 3.3.3 Scheduling Constraints. Notwithstanding the foregoing provisions of this Contract, no Launch Service Provider substitution(s) and/or Launch Service accelerations or postponements shall be effected unless they shall be effected within and in accordance with the following scheduling constraints: 19 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- a) EXHIBITS B through E, as applicable; and b) I-COGC may not utilize more than six (6) Launch Services under any single Longterm Launch Service Agreement without the prior written agreement of Hughes, which agreement shall not be unreasonably withheld; and c) Any constraints imposed by a Government Agency on the provision of Launch Services by a Launch Service Provider. On a case by case basis, Hughes agrees to use its reasonable efforts in attempting to improve scheduling flexibility by negotiating with the relevant Launch Service Provider(s) to minimize the effect or existence of the constraints specified above. 3.3.4 Hughes Mitigation. If I-COGC directs (or otherwise requires) Hughes to pursue a course of action or to utilize the services of a specific Launch Service Provider, in circumstances where Hughes would be liable for Launch Revision Fees or for a Launch Service Fee, when Hughes may otherwise be able to implement an alternate course of action or procure/schedule alternate Launch Services which meet the requirements of this Contract at a lesser amount of Launch Revision Fees or a lower Launch Service Fee, and where such alternative course of action or Launch Services are supportive of the overall schedule and other requirements of this Contract, then I-COGC shall solely bear any difference between (i) the course of action or Launch Service Provider selection required by I-COGC and (ii) the amount of Launch Revision Fees and/or the Launch Service Fee associated with the Hughes alternate course of action or Launch Service Provider selection. The Parties agree to consult with one another in order to minimize such costs, subject to I-COGC's schedule and other requirements as specified in this Contract. 20 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 3.4 Launch Service Provider Postponements. If a Launch Service Provider notifies Hughes that any Launch Service shall be postponed, Hughes shall immediately notify I-COGC of such postponement in accordance with ARTICLE 24, NOTICES. Hughes shall ascertain the nature and extent of the postponement and consult with I-COGC to determine and implement a course of action with the purpose of mitigating any schedule or cost impacts resultant from the relevant Launch Services postponement. In the event that the course of action dictated by I-COGC when implemented results in any Launch Revision Fees, I-COGC shall be solely responsible for the payment of such Launch Revision Fees. 3.5 Liquidated Damages. 3.5.1 For those Launch Service Providers defined in the Table below, I-COGC may elect, no later than 05 July 1996, to impose on Hughes the requirement to pay liquidated damages for the postponement of any Launch Service provided by the Launch Service Provider. Such election by I-COGC shall be submitted to Hughes in writing and shall be at no additional cost to I-COGC. Upon election and notification by I-COGC, Hughes shall develop and submit to I-COGC a liquidated damages schedule (the "LD Schedule") which shall be consistent with the I-COGC requirement but based upon the amounts and constraints defined in the table below and define the liquidated damages date, grace period (if applicable), and daily liquidated damages amount. 21 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------ LAUNCH SERVICE PROVIDER LIQUIDATED DAMAGES VALUES CONSTRAINTS - ------------------------------------------------------------------------------------------------ Delta III Liquidated Damages for Delta-III Launch Liquidated damages shall not apply to Services shall be: the first * days of Delta-III postponement. Liquidated Damages do Calendar Day 1-30: * per day not apply to (i) Delta-III delays caused Calendar Day 31-60: * per day by force majeure events as defined in Calendar Day 61 or >: * per day EXHIBIT C, or (ii) the provision of replacement launches by Delta-III or The cumulative maximum liquidated (iii) any delay(s) to the applicable damages per Launch Service shall not Launch Service(s) caused due to a exceed US$5 Million. postponement by Hughes or I-COGC. - ------------------------------------------------------------------------------------------------ Proton Liquidated Damages for Proton Launch Liquidated damages shall not apply Services shall be US$ * per day. to the first * days of Proton postponement. Liquidated damages The cumulative maximum liquidated shall not apply to any delay(s) to damages per Launch Service shall not the applicable Launch Service(s) exceed * of the relevant Launch caused due to a postponement by Service Cost. Hughes or I-COGC. - ------------------------------------------------------------------------------------------------ Zenit Liquidated Damages for Zenit Launch Liquidated damages shall not apply to the Services shall be US * per day. first * days of Sea Launch postponement. Liquidated damages shall Liquidated damages for Zenit Launch not apply to i) any Sea Launch Services shall not exceed * of postponement based upon an event of force the applicable Launch Service Cost. majeure, as defined in EXHIBIT E; ii) any postponement required due to Sea Launch's obligation to provide a replacement launch for any Sea Launch customer; and iii) any delay(s) to the applicable Launch Service(s) caused due to a postponement by Hughes or I-COGC. - ------------------------------------------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 22 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 3.5.2. Other Launch Service Providers. For any Launch Service(s) provided by a Launch Service Provider(s) other than those defined in Paragraph 3.5.1 above, upon receipt of a written request from I-COGC, Hughes agrees to enter into good faith negotiations with the applicable Launch Service Provider(s) to attempt to include liquidated damages into the relevant Launch Service Agreement. Such notification from I-COGC must be submitted to Hughes (i) no later than 05 July 1996, or (ii) prior to definitization of the unique Launch Service Agreement, whichever is later. I-COGC shall be solely liable for any increase in any Launch Service Cost resulting from the inclusion of any liquidated damages into the relevant Launch Service Agreement. 3.5.3 Payment. Payment by Hughes to I-COGC of any liquidated damages value shall occur within five (5) business days after Hughes receives the corresponding liquidated damages payment from the relevant Launch Service Provider on which Hughes shall have imposed the same level of liquidated damages provided that Hughes shall never be under any obligation to I-COGC to effect payment of any liquidated damages for an amount greater than that received from the relevant Launch Service Provider. 3.5.4 I-COGC Postponement Fees. If I-COGC implements the liquidated damages defined in Paragraph 3.5.1 for any Delta-III or Zenit Launch Service, I-COGC shall be subject to postponement fees for any Launch Service postponement requested or directed by I-COGC. I-COGC postponement fees shall be: 23 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------
LAUNCH SERVICE PROVIDER I-COGC POSTPONEMENT FEE VALUES CONSTRAINTS - --------- ----------------------------------------- -------------------------------- Delta-III I-COGC Postponement Fees for Delta-III Liquidated damages shall not Launch Services shall be: apply to the first * days of I-COGC postponement. Calendar Day 1-30: * per day Calendar Day 31-60: * per day Calendar Day 61 or >: * per day The cumulative maximum liquidated damages per Launch Service shall not exceed US$5 Million. Zenit I-COGC Postponement Fees for Zenit Launch Liquidated damages shall not Services shall be US * per day. apply to the first * days of I-COGC postponement. Liquidated damages for Zenit Launch Services shall not exceed * of the applicable Launch Service Cost.
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 24 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 4 CONTRACT PRICE, PAYMENT AND ADJUSTMENTS 4.1 Contract Price. In consideration for i) the Launch Services referred to in Table 1, and ii) the Management Services specified herein, (subject to ARTICLE 4.2) the Contract Price is a firm fixed price of Nine Hundred Twenty Five Million U.S. Dollars (US$ 925,000,000.00), which includes all taxes and duties and fees required by Hughes to provide the Management Services and Launch Services. I-COGC shall pay the Contract Price to Hughes in accordance with Table 3 below, which reflects the payment profiles for each of the relevant Launch Service Provider(s) and is presented in EXHIBIT F, MILESTONE PAYMENT SCHEDULE. The baseline Contract Price shall be apportioned as follows: TABLE 2 - BASELINE CONTRACT PRICE
UNIT PRICE LINE ITEM TOTAL ITEM DESCRIPTION (US DOLLARS) (US DOLLARS) - ---- ----------- -------------- ---------------- 1 LAUNCH SERVICE FEE: 1(a) (2) Atlas II-A Launch Services * * 1(b) (4) Delta-III Launch Services * * 1(c) (3) Proton Launch Services * * 1(d) (3) Zenit Launch Services * * 2 MANAGEMENT SERVICES FEE * * Total Contract Price $925,000,000.00
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 25 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- TABLE 3 - BASELINE PAYMENT SCHEDULE
ATLAS DELTA-III PROTON ZENIT ----- --------- ------ ----- 05 JULY 96 * * * * L-27(1) * L-24 * L-21 * L-18 * * * * L-15 * * * L-12 * * * * L-9 * * * * L-6 * * * L-3 * L-1 * * * * L+30 DAYS * * * *
- -------------------------------------------------------------------------------- Notes: 1: "L"= the first Day of the Launch Period, Launch Slot, or Launch Date, whichever is applicable as of the date of the milestone payment. 2: L-24 and Launch Period selection 3: L-12 and Launch Slot selection 4: L-6 and Launch Date selection 5: L-15 and PDR complete - -------------------------------------------------------------------------------- 4.2 Launch Service Provider Substitutions. The Contract Price stated in ARTICLE 4.1 above assumes that the Launch Services(s) shall be performed by the Launch Service Provider(s) specified in Table 1 of ARTICLE 3.1 herein. If any Launch Service Provider is substituted in accordance with ARTICLE 3.2 herein, the Contract Price and the Baseline Payment Schedule stated in ARTICLE 4.1 above shall be revised to take into account the relevant Launch Service Fee and payment schedule defined in Table 4 and Table 5 below as they shall apply for the substituted Launch Services: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 26 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- TABLE 4 - LAUNCH SERVICE PROVIDER SUBSTITUTIONS LAUNCH LAUNCH SERVICE FEE VEHICLE ($USD) - ------- ------------------- Atlas-IIA * per Month for every Month that the relevant Launch Service is scheduled to occur beyond 01 November 1998. Pricing is valid for Launch Services exercised prior to 01 January 1997, unless the Atlas Launch Service Provider agrees to extend such date. Proton * increased at an annual rate of * for any Launch beyond 01 July 2000. Pricing is valid for Launch Services provided through 31 December 2001. Delta-III * increased at an annual rate of * for any Launch exercised after 01 January 2002. Such escalation shall be applied for the period beginning on 01 January 2002 and ending on the Launch exercise date. Pricing is valid for Launch Services provided through 31 December 2005. Zenit * for each Month that the first Day of the Launch Period is after 01 July 2000. Pricing is valid for Launch Services provided through 31 December 2005. Note: Escalation calculations defined within this Table 4 for the Proton, Delta-III and Zenit Launch Vehicles shall not apply to any Launch which is scheduled at the date of Substitution to occur on those Launch Vehicles prior to 31 December 2000. In the event that any Launch is scheduled at the date of Substitution to occur on or after 01 January 2001, the escalation calculations/amounts defined above shall apply as specified above. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 27 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- TABLE 5 - SUBSTITUTION PAYMENT SCHEDULES
ATLAS DELTA-III PROTON ZENIT ------------------------------------------------------------------ OPTION 5% US$1 million 2% EXERCISE (2) - ------------------------------------------------------------------------------------------- L-24(1) * L-21 * L-18 * * * * * L-15 * * * L-12 * * * * L-9 * * * * L-6 * * * L-3 * L-1 * * * L+30 DAYS * * * * - --------------------------------------------------------------------------------------------
Notes: 1: "L" = the first Day of the Launch Period, Launch Slot, or Launch Date, whichever is applicable as of the date of the milestone payment. 2: Option Exercise = upon direction to Hughes by I-COGC to substitute a Launch Service Provider and notification to the Launch Service Provider of Option Exercise. 3: L-24 and Launch Period selection 4: L-12 and Launch Slot selection 5: L-6 and Launch Date selection 6: L-15 and PDR complete 4.3 ILS Launch Service Fee Reduction. If Hughes is able to negotiate and obtain a reduced Launch Service Cost (in absolute value or on a New Present Value basis) after the Effective Date of this Contract from (and for the Launch Service(s) relating to) the Atlas and/or Proton Launch Service Provider, then the Contract Price shall be reduced by an amount equal to * of the net difference between the initial Launch Service Cost to Hughes and the subsequent lower Launch Service Cost negotiated by Hughes multiplied by one (1) plus the General and Administrative fee of one percent (i.e. 1.01). The Contract Price reduction shall only apply to those Launch Services which are the subject of any such agreement with the Atlas and/or Proton Launch Service Provider. The Contract Price reduction value may be illustrated in formula format as follows: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 28 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ---------------------------------------------------------------------------- Net Contract Price Reduction * ---------------------------------------------------------------------------- If I-COGC should question any amount calculated under this Paragraph 4.3, subject to the execution of a non-disclosure agreement in a form reasonably acceptable to Hughes between all relevant parties, Hughes shall provide access to a third party auditor acceptable to both Parties, which third party auditor may review the relevant cost documentation and certify to I-COGC as to the validity of the Hughes reduction. 4.4 Alternate Launch Service Provider(s). If, at any time, I-COGC directs Hughes to utilize a Launch Service Provider which does not have a Longterm Launch Service Agreement with Hughes which provides Launch Services for a Satellite as of the date of the I-COGC request, the Contract Price stated in ARTICLE 4.1 above shall be revised to reflect the inclusion of i) the actual Launch Service Cost, inclusive of any applicable taxes, duties, or fees charged by the alternate Launch Service Provider; and ii) a fee equal to * of the Launch Service Cost. In addition, the payment schedule specified in EXHIBIT F, MILESTONE PAYMENT PLAN, shall be revised to reflect the milestone/payment schedule included in the relevant Launch Service Agreement. The * fee specified above shall be payable on a per Launch Service basis as follows: i) * shall be prorated over all of the applicable payments; and ii) * shall be payable upon Launch. 4.5 Payments. All payments specified in this ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, shall be made by I-COGC within fifteen (15) Days of receipt of a valid invoice and (i) for calendar based milestones, the occurrence of the applicable milestone, or (ii) for performance milestones, additionally upon certification from Hughes that the particular milestone event has been completed, whichever is later. With respect to any other amounts payable under the Contract, the Party entitled to payment shall make a written demand for, or shall submit an invoice if so requested by the payor, after such entitlement becomes established, * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 29 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- and the payor shall make payment within fifteen (15) Days after receipt of a valid written demand or valid invoice unless the Contract specifies to the contrary. Notwithstanding any other term in this Contract, in no event shall Hughes be liable to I-COGC for any payment which originates from a Launch Service Provider (e.g. Launch Revision Fees, liquidated damages, or refund of payments for a terminated Launch Service) until Hughes has received the corresponding payment from the relevant Launch Service Provider. Any invoices will separately identify any applicable taxes and duties and shall be addressed to I-COGC at the following address: I-CO Global Communications (Operations) Limited Huntlaw Building P.O. Box 1350 Fort Street Georgetown, Grand Cayman Cayman Islands but submitted both via an internationally recognized air courier and via telefax to: I-CO Services Limited 1 Queen Caroline Street Hammersmith, London W6 9BN United Kingdom Attention: Contract Administrator (Space Segment) Fax #44-181-600-1199 and with a copy given by hand to an authorized on-site representative of I-COGC at the Hughes' facility. 4.6 Payment Postponements. If any postponement of a Launch Service results in the postponement or delay of any payment(s) under a Launch Service Agreement for the postponed Launch Service, the payment schedule specified in EXHIBIT F, MILESTONE PAYMENT PLAN, shall be revised to reflect such delayed payment(s). 30 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 4.7 Payment Dispute. No dispute with respect to the payment of any amount under this Contract shall relieve the disputing Party of its obligation to pay all other amounts due and owing under this Contract. All disputed amounts, unless otherwise specified in the Contract, shall be paid into an interest-bearing escrow account at Bank of America, Concord, California, Account No. (to be established later), within fifteen (15) Days after receipt of invoice. After the dispute is settled, the Party entitled to the amount or part thereof in escrow shall receive such amount together with all interest thereon and the costs and fees associated with such escrow account shall be paid by each Party in inverse proportion to the amounts received by each Party. 4.8 Telegraphic Transfer. Amounts payable hereunder are to be remitted by telegraphic transfer to a bank to be advised in writing by Hughes or I-COGC, as the case may be. 4.9 Guarantee. Within 15 Days of EDC, both Parties shall provide a parent company guarantee of their obligations substantially in the form set forth in EXHIBIT H, HUGHES GUARANTEE, and EXHIBIT G, I-COGC GUARANTEE. 4.10 Letter of Credit. No later than 05 July 1996, I-COGC shall establish an irrevocable Letter of Credit in the amount of * . Such irrevocable Letter of Credit shall be issued by a bank of good international reputation of I-COGC's choice (issuing bank) and in a format reasonably acceptable to Hughes. The irrevocable Letter of Credit shall be issued in favor of Hughes and shall be valid until the last payment has been made as per EXHIBIT F, MILESTONE PAYMENT PLAN as such plan may be varied in accordance with the provisions of this Contract. The aforesaid Letter of Credit amount shall be adjusted to reflect the values listed below by the dates specified:
Date Revised Letter of Credit Amount ---- ------------------------------- 15 Sept 1997 15 Mar 1998 15 June 1998 * 15 July 1998 15 March 1999
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 31 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 15 Dec 1999 * 15 July 2000 *
I-COGC shall notify Hughes within five (5) Days of any adjustments to the amount of the Letter of Credit. In the event I-COGC has not made a payment for a milestone within fifteen (15) Days after the receipt of Hughes' invoice and milestone completion certification when pursuant to ARTICLE 4.5 it was obligated to do so, the irrevocable Letter of Credit shall allow Hughes to immediately draw down an amount which Hughes certifies as the outstanding amount payable for that milestone. I-COGC will be responsible for all bank charges, expenses, and commissions relating to the irrevocable Letter of Credit required to be issued hereunder on Hughes' behalf save as may be incurred as a result of a delay in the last milestone payment beyond 01 January 2001 caused by a late Delivery by Hughes of the relevant Satellite or the associated deliverables beyond their respective Delivery Dates (where that delay is solely caused by Hughes) or due to a material breach by Hughes of this Agreement in which case such bank charges (etc ...) shall be borne by Hughes. Hughes shall notify I-COGC in writing if any Launch Service Provider substitution or Launch Service(s) postponement (as specified in ARTICLE 3, LAUNCH SCHEDULING) necessitates a revision in the adjustment dates and/or values (increase/decrease or acceleration/postponement) defined above. I-COGC shall revise the Letter of Credit as required within thirty (30) days of receipt of such written notice, or such later period as may be agreed between the Parties as reasonable under the circumstances. The Parties agree to regularly (at least once every six (6) Months) review the level of the Letter of Credit with a view to adjusting the Letter of Credit to cover the forecasted payment values. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 32 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 5 MANIFEST MANAGEMENT 5.1 Launch Service Provider Cessation. If any Launch Service Provider utilized hereunder declares that it shall, or does, cease operations for a period equal to or greater than six (6) Months or it is anticipated that it will do so ("LSP Cessation"), Hughes will promptly confer with I-COGC to determine the feasibility of utilizing alternate launch opportunities (i.e. postponing or accelerating currently scheduled Launch Services) within the I-COGC launch services manifest (specified in Table 1 of ARTICLE 3, LAUNCH SCHEDULING, as adjusted by ARTICLE 3, LAUNCH SCHEDULING) and/or transferring any portion of the current Launch Services to alternate Launch Service Providers. 5.2 Revised Launch Opportunities. If after such review of the proposed/ possible options presented by Hughes, I-COGC requests Hughes to pursue revised launch opportunity(ies), then Hughes shall attempt to create an equitable rescheduling amongst its satellite customers, giving priority based upon the launch manifests in existence as of the date of the LSP Cessation but taking into consideration limitations or technical compatibility with multiple launch vehicles of other Hughes' satellite customers similarly affected. In any event, I-COGC shall be responsible for (i) any Launch Revision Fees and(ii) any amounts specified in ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, associated with any rescheduling performed under this ARTICLE 5. 5.3 Rescheduling Rights. Hughes may however, reschedule the affected I-COGC Launch Service to a position other than that reflected in the launch manifests in existence as of the date of the LSP Cessation to provide another Hughes satellite customer(s) an earlier Launch than the affected I-COGC Launch provided that such rescheduling does not cause a significant delay (not to exceed three (3) months) to I-COGC relative to the other Hughes satellite customer(s) being provided such earlier Launch Service(s). In addition; the price (when evaluated on a Net Present Value basis) of such later launch opportunity to I-COGC shall not be greater than that of I-COGC's original launch opportunity. 33 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 6 RESERVED 34 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 7 PERMITS AND LICENSES: GOVERNMENT APPROVALS 7.1 Hughes Permits. Licenses and Approvals Hughes shall, at its own expense, secure all Government permits, licenses, approvals and consents as may be required for the performance of the Management Services under this Contract. Hughes shall also secure, via the relevant Launch Service Provider, all Government permits, licenses, approvals and consents required for the provision of each relevant Launch Service(s). Hughes shall perform the Work in accordance with the conditions of all such relevant permits and licenses. 7.2 Technical Data. Notwithstanding ARTICLE 7.1 or any other provision of this Contract, the Parties understand and agree that certain restrictions are placed on access to Hughes' plant and the use of technical data delivered under this Contract with relation to the approvals Hughes and certain Launch Service Providers must obtain from the U.S. Government. As a result, the Parties agree that such access and the actual delivery of any technical data will be under a separate agreement which shall require prior U.S. Government approval. Hughes via the Launch Service Provider, as applicable, shall prepare said agreement and, in consultation with I-COGC, shall request U.S. Government approval. Request for U.S. Government approvals shall be sufficiently comprehensive to allow Hughes or the relevant Launch Service Provider to fulfill all of its obligations hereunder including but not limited to the rights of access and inspection granted to I-COGC and its Consultants under this Contract. 7.3 Documentation. If Documentation furnished under this Contract is authorized by the U. S. Government for export only to I-COGC, the Documentation may not be resold, diverted, transferred, trans-shipped or otherwise be disposed of in any other country, either in its original form or after being incorporated through an intermediate process into other end items without the prior written approval of the U.S. Government. Additionally, transferring registration or control to any other person or business entity of the Documentation furnished under this Contract is considered an export and as such also requires prior written approval from the U.S. Government. I-COGC represents and warrants that the ultimate end use of the Documentation is to support the provision of telecommunications services. 35 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 7.4 I-COGC Permits and Licenses. I-COGC shall, at its own expense, secure all Government permits and licenses as may be required for the performance of its obligations under this contract. I-COGC shall be responsible for obtaining the registration of any and all Satellites launched hereunder. In addition, I-COGC shall be responsible for obtaining any license required for radio telecommunication with any and all Satellites after separation from the Launch Vehicle. 7.5 Survivability. The obligations contained in this ARTICLE 7 shall survive expiration or termination of this Contract for whatever cause. 36 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 8 LAUNCH REVIEWS 8.1 Launch Reviews. Hughes shall ensure that I-COGC is afforded the opportunity to attend programmatic reviews held by the various Launch Service Provider(s). Such reviews shall include but not be limited to, preliminary design reviews, critical design reviews, orbital mission reviews, and launch readiness reviews. Hughes shall provide I-COGC representatives with fifteen (15) Business Days notice of the pending review. Attendance at these reviews by I-COGC representatives is not mandatory and in no event shall the absence of an I-COGC representative postpone or delay any review. 8.2 I-COGC Direction. Based upon the information presented by the Launch Service Provider in the applicable programmatic review(s), I-COGC may direct Hughes to halt or postpone the Launch Service to which such review applied or related if I-COGC believes that the Launch Service Provider has failed, or shall fail, in some material degree to provide the required Launch Services. If I-COGC directs Hughes to halt or postpone any Launch Service(s), I-COGC shall, by notice in writing to Hughes provide reasonable details of the Launch Service(s) affected, the rationale for postponement and a proposed/acceptable resolution for the issue. I-COGC shall be solely responsible for, and indemnify and hold harmless Hughes from any Launch Revision Fees or other amounts charged by the Launch Service Provider for any Launch Service halted or postponed by Hughes at I-COGC's direction in accordance with this ARTICLE 8.2. 37 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 9 TITLE 9.1 Launch Services. In no event shall either Party take or receive title to any portion of any Launch Vehicle utilized in the Launch Services procured by this Contract. 9.2 Documentation. Title and risk of loss to all Documentation shall pass to I-COGC at the time of delivery, save that intellectual property rights in Documentation shall be dealt with in accordance with the provisions of ARTICLE 18, DATA RIGHTS. 38 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 10 FORCE MAJEURE 10.1 Effect of Force Majeure. Notwithstanding any other provisions of this Contract, in the event Hughes and its Associates or Subcontractors ("affected Party") are delayed in the performance of this Contract by an event of Force Majeure, as defined in ARTICLES 10.2, 10.3, and 10.5 below, there shall be an equitable adjustment to the time for the performance of the affected obligations under this Contract provided that Hughes informs I-COGC immediately of the occurrence of the event giving rise to Force Majeure and provides I-COGC within seven (7) Business Days of the date of such notice with a detailed description of the performance affected by such event as well as the plans for minimizing the effects of such event upon the performance of Hughes's obligations under the Contract. In all cases, Hughes shall use reasonable efforts to avoid or minimize such delay. 10.2 Management Services. For purposes of this Contract, "Force Majeure" for Management Services shall mean an act of God, or of the public enemy, fire, flood, epidemic, quarantine restriction, or lockout, strike, walkout, (other than those solely affecting Hughes' or its Associates' workforce) or freight embargo, acts of Government, including but not limited to the Government of the United States, (including the refusal, suspension, withdrawal, or non-renewal of export or import licenses essential to the performance of the Contract not caused by Hughes or its Associates) whether in its sovereign or contractual capacity, or any other event which is beyond the reasonable control and without the fault or negligence of Hughes and its Associates performing any part of the Work. 10.3 Launch Services. For purposes of this Contract, "Force Majeure" for Launch Service Provider(s) shall mean those force majeure or excusable delay events and the consequences thereof defined in EXHIBITS B through E, as applicable. 10.4 I-COGC Payments. Notwithstanding the above, this ARTICLE is not applicable to the payment obligations of I-COGC and as such no force majeure events or excusable delays shall be provided in that instance. 39 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 10.5 Satellite Contract Force Majeure. For the avoidance of doubt, in the event that any Launch Service is delayed due to the late Delivery of a Satellite or any associated deliverables, and such late Delivery is caused by an Excusable Delay (as defined in Article 10 of the Satellite Contract), then such delay of the Launch Service(s) shall constitute an event of Force Majeure under this Contract. 40 Acceptance Test Plan Exhibit D Contract Number: ICOO/95-1002/NR - --------------------------------------------------------------------------------
4.4.9 RETURN PAYLOAD PANEL Test Level -------------------------------------------------- Subsystem -------------------------------------------------- Test Integration Ambient Thermal Vacuum Post Ambient Test Description - ------------------- ----------- ------- -------------- ------------ ----------------------------------------------------------- Harness Continuity X Verify electrical harness pin to pin continuity. Verify Isolation. Power and Grounding X Verify DC power applied to correct pins of all units. Verify unit grounding, panel power consumption, and harness power return lines. T&C Functionals X X X X Verify that units respond to command signals. Verify telemetry signals. C-Band Gain Transfer X Prior to mating the return upconverter, the C-band gain transfer characteristics are measured. Measure output power. Each polarization will be tested. C-Band P Prior to mating the return upconverter, the C-band Spurs/Harmonics subsection output is examined for spurs and harmonics. Each polarization will be tested. C-band Swept Gain X Prior to mating the upconverter, the C-Band subsection Response amplitude response is measured. Each polarization will be tested. C-band Two-tone X Prior to integrating the digital processor, the two tone linearity linearity response is measured from the upconverters through the C-Band output. Each polarization will be tested. In-Band Spurious P Prior to integrating the digital processor, the spurious/harmonic response is measured from the upconverters through the C-Band output. Each polarization will be tested. Panel Gain/Routing/ X X X For each processor IF input(4) the gain from IF input to Channelization element outputs(127) will be measured for a defined set of routed channel configurations which exercise all hardware paths.
PAGE 4-28 41 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 11 RESERVED 42 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 12 ACCESS TO WORK IN PROGRESS AND DATA 12.1 Hughes Facilities. For those facilities solely owned and/or operated by Hughes, Hughes shall provide I-COGC and its Consultant(s) reasonable access to all Work being performed under this Contract, at reasonable times as mutually agreed upon by the Parties during the period of this Contract, provided that such access does not unreasonably interfere with such Work and access to Work is coordinated with the Hughes Program Manager or designated alternative(s). Such access shall be in compliance with Hughes' security requirements and United States law. Hughes may, at its reasonable discretion, deny access to persons who are employed by or affiliated with a company manufacturing satellites or major subsystems for satellites or providing launch services. 12.2 Disclosure. I-COGC and/or its Consultant(s) visiting Hughes facilities (a) will abide by Hughes' security regulations and applicable U.S. Government regulations; (b) will not use or disclose to a third party any information received in connection with the access provided hereunder and will use such information only in the performance of this Contract, whether or not such information is marked or otherwise identified as proprietary, save as provided in ARTICLE 21, CONFIDENTIALITY. 12.3 I-COSL For purposes of access, I-COSL shall be considered the same as I-COGC and the provisions of this ARTICLE 12 shall apply mutatis mutandis to I-COSL and its Consultants. 12.4 Launch Service Provider Facilities. Notwithstanding the foregoing provisions of this ARTICLE 12, access by I-COGC and/or its Consultant(s) to any Launch Service Provider facility, including the Designated Launch Site, shall be governed by the terms defined in EXHIBITS B through E, as applicable. 43 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 13 INDEMNIFICATION 13.1 Each Party ("the Indemnifying Party") shall indemnify and hold harmless the other Party ("the Indemnified Party") and its Associates (or any of them), from any loss, damage, liability or expense suffered or incurred by any such person resulting from damage to all property and injury, including death, arising out of, or based upon, any event or circumstance occurring prior to arrival at the Designated Launch Site to the extent caused by a negligent act or omission of the Indemnifying Party or its Associates in the performance of the Work and at the Indemnifying Party's expense shall defend any suits or other proceedings brought against the Indemnified Party and/or its Associates (or any of them), on account thereof, and satisfy all judgments which may be incurred by or rendered against them (or any of them) in connection therewith. 13.2 Notwithstanding ARTICLE 13.1, each Party ("the Indemnifying Party") shall be and remain solely responsible for, and shall indemnify and hold harmless the other Party ("the Indemnified Party") from and against any loss, damage, liability or expense suffered or incurred by the Indemnifying Party resulting from loss or damage to the Indemnifying Party's property and/or injury including death, affecting the Indemnifying Party's personnel whilst on or within the Indemnifying Party's premises or on or within the premises of the Indemnified Party; provided however that the first One Hundred Thousand U.S. Dollars (US $100,000) of any such loss, damage, liability or expense shall be borne by each Party to the extent that it is liable under ARTICLE 13.1. 13.3 Prior to the time that either Party or its Associates enter the Designated Launch Site (as a precondition of such entry), each Party shall ensure that they and their respective relevant Associates shall sign a no-fault, no-subrogation inter-party waiver of liability consistent with that defined in the relevant Launch Service Agreement. 44 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 13.4 In the event that either I-COGC or Hughes fails to obtain the aforesaid inter-party waiver of liability from their respective Associates, then I-COGC and Hughes shall indemnify and hold each other harmless from claims brought by the other Party or its Associates, for damage to any such persons' property or injury to, or death of, such persons' employees in connection with any launch operations in or around the Designated Launch Site. 13.5 Notwithstanding any other provision of this Contract, but without prejudice to any indemnities or insurance coverage as may be provided by Launch Service Providers, I-COGC shall indemnify and hold harmless Hughes and its Associates from any liabilities, losses and damages, including but not limited to those based on negligence, including any costs, expenses and damages whatsoever incurred by Hughes in defending, or assisting I-COGC in its defense, against any and all third party claims, including but not limited to, I-COGC's customer(s) or an agency of any Government with whom I-COGC shall have any obligation related to the Satellites arising after the launch attempt of a Satellite, and I-COGC shall obtain waivers of subrogation rights against Hughes and its Associates from I-COGC's insurers, if any. This indemnity shall not apply to Hughes or its Associates to the extent that they make a claim against I-COGC as a direct or indirect customer of I-COGC. 13.6 I-COGC shall defend and indemnify Hughes from any claims made by any third party against Hughes arising from any misrepresentation by I-COGC or any of its Affiliates to any third party in connection with the Launch Services and Management Services. 13.7 Neither Party shall be entitled to claim to be, nor shall it be, indemnified both under this Contract and under ARTICLE 13 of the Satellite Contract in respect of any loss, costs, claims, damages or expenses arising out of or in relation to the same event or circumstance. 45 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 14 WARRANTY 14.1 Launch Services. Hughes provides no warranty, either express or implied, in relation to any Launch Service provided herein, save as provided in this ARTICLE 14. 14.2 Management Services. Hughes warrants, in relation to the Management Services, that all services shall be performed in a professional and workmanlike manner consistent with generally accepted custom and practice in the industry. 14.3 Longterm Launch Service Agreements. Hughes warrants and I-COGC has entered into this Contract on the basis that the provisions of this Contract including EXHIBITS B through E and EXHIBIT I are reflected by binding and enforceable rights and remedies under the Longterm Launch Service Agreements which Hughes has entered into (or in the case of Zenit, which Hughes intends to enter into) with the relevant Launch Service Providers. Hughes further warrants that insofar as any provisions of this Contract (other than those contained in EXHIBITS B through E) are not reflected by or are in conflict with the rights and remedies granted to I-COGC under EXHIBITS B through E and EXHIBIT I that Hughes has now or will obtain any rights and remedies viz-a-viz the Launch Service Provider(s) as are necessary to fulfill the provisions of this Contract. In addition, Hughes shall not enter into any modification or amendment to any Longterm Launch Service Agreement which modifies I-COGC's rights as specified in this Contract including EXHIBITS B through E and EXHIBIT I without the prior written approval of I-COGC, which approval shall not be unreasonably withheld. 14.4 Pursuit of Rights and Remedies. Hughes warrants that it shall utilize its reasonable efforts to initiate and pursue all rights and remedies specified in this Contract or EXHIBITS B through E, as applicable, including recovery or enforcement by legal or arbitral proceedings or utilization of any existing corporate guarantee or other financial guarantee or security. 46 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 15 RISK TO SATELLITE 15.1 Risk. The Parties are aware and agree that the use of expendable launch vehicles to launch satellites into orbit involves a degree of risk to the relevant satellite. By this Contract, the Parties have made a deliberate, knowing allocation between them of that risk and I-COGC shall solely bear the risk of loss for any Satellite launched hereunder. 15.2 Right to Destroy. The relevant Range Safety Officer or equivalent Launch Service Provider personnel shall be authorized to destroy, without liability or indemnity to the Launch Service Provider or Hughes, the relevant Launch Vehicle and Satellite if such action is mandated. 47 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 16 U.S. GOVERNMENT THIRD PARTY INDEMNIFICATION In the event that I-COGC, at its sole discretion, is not reasonably satisfied that the U.S. Government third party indemnification coverage identified in the Commercial Space Launch Act is afforded to I-COGC, and consequently I-COGC elects to procure insurance in lieu of such U.S. Government third party indemnification coverage, Hughes agrees to reimburse for * of I-COGC's direct documented cost of such insurance not to exceed the value of Hughes' Management Services Fee identified in ARTICLE 4.1. Notwithstanding the above, in the event that: 1) The Commercial Space Launch Act is clarified such that I-COGC is reasonably satisfied that it is included in such U.S. Government third party indemnification coverage; or 2) The Commercial Space Launch Act expires or is modified such that U.S. Government third party indemnification coverage is no longer available to launch vehicle customers; then Hughes shall have no obligation to reimburse I-COGC for any costs procure, or share in the procurement of any insurance deemed necessary by I-COGC. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 48 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 17 TERMINATION 17.1 I-COGC Termination. I-COGC may terminate any unperformed portion of this Contract as specified below. 17.1.1 I-COGC Termination For Convenience. At any point in time prior to Launch, I-COGC may direct Hughes, in writing, to terminate any Launch Service(s) provided herein for I-COGC's convenience. As of the date specified (the "Effective Termination Date") in the written notice of termination from I-COGC, Hughes shall take the following actions: 1) stop the provision of Management Services under this Contract on the Effective Termination Date and to the extent specified in the notice of termination; and 2) terminate the appropriate Launch Service(s) on the Effective Termination Date; and 3) settle all outstanding liabilities and all claims arising out of such termination in accordance with the provisions of this ARTICLE 17, TERMINATION. 17.1.1.1 Termination Liability Prior To Or On 05 July 1996. For each Launch Service terminated by I-COGC in accordance with Paragraph 17.1.1 above prior to or on 05 July 1996, I-COGC shall be liable to Hughes for: (a) for each Launch Service provided via a Longterm Launch Service Agreement, an amount of * per terminated Launch Service; or (b) for each Launch Service not provided via a Longterm Launch Service Agreement, an amount resultant from the relevant formula in CALCULATION 2, as defined in EXHIBIT I, TERMINATION LIABILITY CALCULATION. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 49 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- 17.1.1.2 Termination Liability After 05 July 1996. For each Launch Service terminated by I-COGC in accordance with Paragraph 17.1.1 above, after 05 July 1996, I-COGC shall be liable to Hughes for an amount resultant from the relevant formula in CALCULATION 2, as defined in EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.1.2 I-COGC Termination For Hughes Default. Provided that I-COGC is not in default of any term of this Contract, I-COGC may terminate, prior to Launch, any Launch Service in the event any of the following events occur: 1) Hughes breaches a material term of (i) this Contract; or (ii) the Satellite Contract; or (iii) a Launch Service Agreement and such breach of a material term by Hughes results in any Launch Service(s) provided herein being terminated for default by the relevant Launch Service Provider; or 2) Hughes shall (A) commence a voluntary case under the US Bankruptcy Code (as now or hereafter in effect) (the "Code"); or (B) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts; or (C) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under the Code or other laws or such a case shall not have been dismissed or stayed within thirty (30) days of the filing of the petition commencing the same; or (D) apply for, or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or of a substantial part of its assets, domestic or foreign; or (E) admit in writing its inability to pay, or generally not be paying its debts (other than those that are the subject of a bona fide dispute) as they become due; or (F) make a general assignment for the benefit of creditors; or (G) Hughes or the Hughes Parent Company sells, transfers or otherwise disposes of all or substantially all of its assets (other than for full consideration) and as a result the Parent Company Guarantee provided by Hughes is prejudiced and adequate security, in a form reasonably acceptable to I-COGC, is not additionally provided; or (H) take any action for the purpose 50 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- of effecting any of the foregoing; or (I) a case or other proceeding shall be commenced against Hughes in any court of competent jurisdiction seeking (i) relief under the Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of Hughes or of all or any substantial part of its assets, domestic or foreign and such case or proceeding shall continue undismissed or unstayed for a period of thirty (30) days, or an order granting the relief request in such case or proceeding (including, but not limited to, an order for relief under the Code) shall be entered; or 3) If the interrelated Satellite Contract is terminated by I-COGC solely due to a default by Hughes under the Satellite Contract. 17.1.2.1 For each Launch Service(s) terminated by I-COGC in accordance with Paragraph 17.1.2 above, I-COGC shall be liable to Hughes for an amount resultant from the formula in CALCULATION 1, as defined in EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.1.3. I-COGC Termination For Launch Service Provider Default. I-COGC shall, at its sole discretion, have the right to direct Hughes to terminate any Launch Service (which termination shall be effected by Hughes by either (i) terminating the relevant Launch Services or (ii) the Conversion of a Firm Launch to a Hughes Optional Launch) prior to Launch, if the Launch Service Provider is in material default of the terms and conditions of the relevant Launch Service Agreement, as specified in this Contract including EXHIBITS B through E. Upon the termination or Conversion of the Launch Service by Hughes on behalf of I-COGC, the following shall occur: 51 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- 17.1.3.1 Termination Settlement. I-COGC shall be entitled to receive a termination settlement consisting of (i) in the event of a conversion, a refund of all payments submitted against the Launch Service Fee for the terminated Launch Service; and (ii) in the event of a Launch Service termination, (a) a refund of all payments submitted against the Launch Service Fee for the terminated Launch Service, and (b) reimbursement for direct damages or Launch Vehicle reprocurement fees as defined in the Table below. In addition to the above, Hughes shall retain a share of the Management Services fee, as such share is calculated in CALCULATION 2 of EXHIBIT I, TERMINATION LIABILITY CALCULATION.
LAUNCH SERVICE PROVIDER DIRECT DAMAGE OR REPROCUREMENT FEE VALUE Delta-III For a terminated Delta-III Launch Service, Hughes shall reimburse I-COGC for direct damages related to the terminated Launch Service not to exceed * . I-COGC shall submit an invoice to Hughes which includes a summary of the applicable direct damages within twenty (20) days of determining the same. Proton In the event of an "anticipatory repudiation" by the Proton Launch Service Provider of its obligations under the Launch Service Agreement, Hughes shall provide to I-COGC either (i) equivalent Launch Services via an alternate Launch Vehicle, taking into account the launch manifest of such an alternative Launch Service Provider, or (ii) * per affected Launch, whichever the Proton Launch Service Provider elects to provide. Zenit For a terminated Zenit Launch Service, Hughes shall pay to I-COGC a reprocurement fee of * for each terminated Launch Service.
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 52 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- 17.1.3.2 Hughes Liability. Notwithstanding any other Article or term in this Contract, in the event that Hughes elects to Convert a Firm Launch Service to an Optional Launch Service (as defined in EXHIBIT C and E) for utilization on another Hughes program when I-COGC has the right to terminate a Launch Service Provider for default as specified in ARTICLE 13 of EXHIBIT C, I-COGC RIGHTS AND REMEDIES FOR DELTA-III LAUNCH SERVICES or ARTICLE 14 of EXHIBIT E, I-COGC RIGHTS AND REMEDIES FOR ZENIT LAUNCH SERVICES, Hughes shall be liable to I-COGC for the amounts specified above regardless of receipt of any payment from the relevant Launch Service Provider. 17.1.3.3 Hughes Default. Notwithstanding any other provision of this Contract, in no event shall any breach or default by any Launch Service Provider be considered to be a breach or default of this Contract by Hughes. 17.2. Hughes Termination for I-COGC Default Provided that Hughes is not in default of any terms of this Contract, Hughes may terminate, prior to Launch, any Launch Service(s) provided in this Contract for default upon written notice to I-COGC at any time after the occurrence of any of the following: 1) Failure of I-COGC to make any payment validly due to Hughes hereunder when due, provided such failure is not cured within a period of thirty (30) calendar Days following receipt of written notice thereof from Hughes. 2) Failure of I-COGC to maintain the irrevocable Letter of Credit in the amount specified in ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, provided such failure is not cured within a period of five (5) Business Days following receipt of written notice thereof from Hughes. 3) I-COGC passes a resolution for winding-up or a petition is presented for I-COGC's winding-up (unless such resolution or petition for winding up is pursuant to a scheme of corporate reconstruction or amalgamation and there is no adverse effect on the payment obligations to Hughes hereunder) and, unless granted, is not dismissed within thirty (30) Days from presentation; or 53 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- I-COGC becomes unable to pay its debts as they become due; or a receiver is appointed over all or a substantial part of I-COGC's assets and the appointment is not discharged within thirty (30) Days; or I-COGC or I-COGC's Parent Company sells, transfers, or otherwise disposes of all or the greater part of its assets (other than for full consideration) and as a result the Parent Company Guarantee provided by I-COGC is prejudiced and adequate security in a form reasonably acceptable to Hughes is not additionally provided. 4) If the interrelated Satellite Contract is terminated for any other reason than a default by Hughes under the Satellite Contract. 5) If any Launch Service provided under this Contract is terminated by the Launch Service Provider for default due to: (i) a failure of payment by I-COGC under this Contract; or (ii) a Launch Service postponement requested or caused by I-COGC, or (iii) the breach by I-COGC of a material term of this Contract which, as a direct result, is the sole cause of a Launch Service termination by the relevant Launch Service Provider against Hughes provided always that the right of termination under this ARTICLE 17.2 shall only apply to the Launch Service so affected. 17.2.1 For each Launch Service(s) terminated by Hughes in accordance with Paragraph 17.2 above, I-COGC shall be liable to Hughes for the amount resultant from the relevant formula in CALCULATION 2, as defined in EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.2.2 The rights and remedies provided to Hughes in this Paragraph 17.2 shall be exclusive and in lieu of any other rights and remedies provided by law or in equity. 17.3 Termination Liability Mitigation. Without prejudice to the Delta-III Termination Liability Mitigation as specified in EXHIBIT I, TERMINATION LIABILITY CALCULATION, for any Launch Service terminated after 05 July 1996, Hughes shall utilize its reasonable efforts to mitigate any resultant termination liability which I-COGC is liable for by utilizing the rights granted by the relevant Launch Service Agreement or such other rights or remedies negotiated with the Launch Service 54 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- Provider, if any. Hughes shall attempt to mitigate the applicable termination liability for a period of eighteen (18) Months after the relevant termination event or the time period granted by the relevant Launch Service Agreement, whichever is less. The mitigation responsibility shall not require Hughes to incur or pay any Launch Revision Fees or any other charge whatsoever. In furtherance of the above, Hughes as its sole obligation shall contact, with I-COGC if requested, any Hughes Customer which may be able to utilize the terminated Launch Service(s) for the purposes of determining if the Hughes Customer has any interest in assuming or acquiring the terminated Launch Service. I-COGC shall have the right to review and accept or reject, prior to definitization, any proposed business transaction between Hughes, the Launch Service Provider and the relevant Hughes Customer. Upon receipt from Hughes, I-COGC shall provide acceptance or rejection of any proposed business transaction within fourteen (14) calendar Days. In addition, Hughes shall use its reasonable efforts to negotiate the assignment, or novation, of the rights and benefits for any outstanding Launch Service to I-COGC if this Contract is terminated due to a default by Hughes under the Satellite Contract or this Contract. Any transfer, assignment, or novation of a Launch Service to I-COGC shall be subject to the terms of the relevant Launch Service Agreement and approval of the relevant Launch Service Provider. I-COGC shall have the right to review and accept or reject, prior to definitization, any proposed assignment, or novation. I-COGC agrees that any bona fide offer delivered by Hughes to I-COGC for review shall be deemed to constitute the exercise of reasonable efforts. Upon execution of the applicable business transaction, Hughes shall reimburse to I-COGC the termination liability mitigation value within five (5) Business Days from receipt of such value from the respective Launch Service Provider or Hughes Customer, as appropriate. 17.4 Maximum Termination Liability. In no event shall I-COGC be liable to Hughes under this ARTICLE 17 for any termination liability value greater than the Contract Price. 55 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- Any termination payment due to Hughes from I-COGC shall give credit for any amounts paid by I-COGC in respect of the terminated Launch Services). 17.5 Management Services Termination. For the purposes of this ARTICLE 17, any termination of a Launch Services shall include the termination of the associated Management Services and the cost of such termination of the associated Management Services is included within the amounts derived from CALCULATIONS 1 and 2 of EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.5 Remedies. In the event that the terminated Launch Service Provider fails to provide any termination settlement payment to Hughes, as specified in this ARTICLE 17, Hughes shall utilize its reasonable efforts to initiate and pursue all remedies specified in this Contract including EXHIBITS B through E, as applicable, including recovery by legal or arbitral proceedings or the utilization of any existing corporate guarantee or other financial guarantee or security. In no event shall Hughes be liable to I-COGC for any Launch Service Provider termination settlement payment or remedy until Hughes has received such termination settlement payment or remedy from the Launch Service Provider. Failure of Hughes to receive or obtain any termination settlement or remedy from the relevant Launch Service Provider shall not be considered a breach or default of this Contract by Hughes. 56 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 18 DATA RIGHTS Neither Party nor any Launch Service Provider shall obtain rights or ownership to any intellectual property utilized and/or provided by the other Party under this Contract or by any Launch Service Provider. 57 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 19 RESERVED 58 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 20 RIGHTS IN INVENTION Neither Party shall obtain any rights to any invention developed or utilized by the other Party or its Associates in the performance of this Contract. 59 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 21 CONFIDENTIALITY 21.1 The Parties may provide or exchange proprietary information during the performance of the Work, in oral or written form, which may include specifications, drawings, sketches, models, samples, computer programs, reports, data, techniques, designs, codes, documentation, and financial, statistical or other technical information essential to the objectives of this Contract. All disclosures of such information will be treated as proprietary if marked as "Proprietary" by the Party making the disclosure at the time of disclosure. 21.2 Subject to the provisions of ARTICLE 21.3 below, the Party receiving the proprietary information of the other Party shall maintain such information in confidence and shall not use such information except as expressly authorized by this Contract. Each Party agrees to use the same care and discretion to avoid unauthorized disclosure, publication or dissemination of the other Party's proprietary information and the unauthorized use thereof as the receiving Party uses with respect to similar information of its own, but in no event, less than reasonable care. Should it become legally necessary for either Party to disclose certain of the other Party's proprietary information to a third party, it shall be disclosed only to the extent required by law and after a five (5) Days prior written notification to the other Party of the requirement for disclosure. 21.3 The obligations of confidentiality and restrictions on use specified in this ARTICLE shall not apply to any information that: A. is already in the possession of the receiving Party without obligation of confidentiality at the time of disclosure; B. is independently developed by the receiving Party or any of its Affiliates or subcontractors prior to disclosure as evidenced by appropriate documents; C. is or becomes publicly available without breach of this Contract and without the fault of the receiving Party; 60 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- D. is lawfully and rightfully received by the receiving Party from a third party; or E. is released for public disclosure by the disclosing Party. Specific information shall not be deemed to be available to the public or in possession of the receiving Party merely because it is embraced by more general information so available or in the receiving Party's possession. 21.4 Hughes shall take best efforts necessary, including the appropriate contractual provisions in subcontracts, to ensure the confidentiality of all proprietary information of I-COGC which may be disclosed to Subcontractors and Launch Service Providers. I-COGC shall take best efforts necessary, including the appropriate contractual provisions in consulting agreements, to ensure the confidentiality of all proprietary information of Hughes which may be disclosed to Consultants. 21.5 Except as otherwise provided in this Contract including but not limited to ARTICLE 18, DATA RIGHTS herein, the receiving Party agrees that: (i) any proprietary information disclosed hereunder shall be used by the receiving Party solely for the purpose of performing its functions in connection with the Party's relationship with respect to the Work; (ii) it will not use the proprietary information disclosed hereunder for any other purpose; and (iii) it will not distribute, disclose or disseminate to anyone such proprietary information of the disclosing Party, except that either Party may disclose to its own employees or subcontractors on a need-to-know basis, and either Party may disclose with the consent of the disclosing Party which consent will not be given unless such third party executes a proprietary data protection agreement with terms consistent with the requirements herein prior to receiving such information. 21.6 The Parties will specify individuals in writing as the point of contact for receiving proprietary information exchanged between the Parties pursuant to this Contract. 21.7 I-COGC shall maintain EXHIBITS B through E, in accordance with the Proprietary Data Agreement of even date executed between the Parties. 61 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- 21.8 The confidentiality obligations in this ARTICLE 21 shall survive expiration or termination of this Contract for whatever cause. 21.9 Nothing herein shall require a Party to disclose proprietary information to another. 21.10 The obligations imposed by this ARTICLE 21 shall be limited in time only by the events listed in ARTICLE 21.3, A through E. 21.11 Neither Party shall disclose the terms or conditions of this Contract, except as may be required to perform this Contract, to acquire financing or insurance or the benefit thereof, in support of arbitration or legal proceedings relating hereto, or as required by its Government or in the normal course of reporting to its parent company of for any other reason with the consent of the other Party, which consent shall not be unreasonably withheld. 62 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 22 INTERPRETATION 22.1 Applicable Law This Contract and any performance related thereto shall be interpreted and construed, governed and enforced in accordance with the Laws of England; it being understood that the UN Convention on the International Sale of Goods shall not be applicable. 22.2 Amendments The Contract may not be modified except by written amendment signed by duly authorized representatives of both Parties. The responsible authorized representatives of the Parties may be added to or changed from time to time by written notice to the other Party. Until further notice, the responsible authorized representatives are as stated in ARTICLE 24, NOTICES. For the purpose of administration of this Contract, including amendments, any communication between I-COGC and Hughes shall be enforceable and binding upon the Parties only if signed by the appropriate responsible authorized representatives. 22.3 Changes Requested bar Hughes or I-COGC A. Any changes requested by Hughes during the performance of this Contract, within the general scope of this Contract, which will or may add or delete Work, affect the provision of Launch Services or Management Services or will affect or may affect any other requirement of this Contract, shall be submitted in writing to I-COGC within an acceptable time period prior to the proposed date of the change. Such submittal shall allow I-COGC a reasonable period of time to evaluate Hughes' requested change. If such Hughes' requested change causes an increase or decrease in the total Contract Price, Hughes shall submit a proposal to I-COGC. 63 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- B. I-COGC shall notify Hughes in writing within thirty (30) Days after receipt of the requested change and price adjustment, if any, whether or not it agrees with and accepts such change. If I-COGC agrees with and accepts the Hughes' requested change, Hughes shall proceed with the performance of the Contract as changed and an amendment to the Contract reflecting such change, and price adjustment, if any, shall be issued. If I-COGC does not agree with such Hughes' requested change, the Parties shall attempt to reach agreement on such change. In the event the Parties are unable to reach agreement on such change, or price adjustment, if any, or both, Hughes shall proceed with the performance of the Contract, as unchanged. C. For any changes requested by I-COGC during the performance of this Contract which will or may affect the provision of Launch Services or Management Services, Hughes shall respond to that request in writing to I-COGC within thirty (30) Days after such request. If such I-COGC requested change causes an increase or decrease in the total Contract Price, Hughes shall submit to I-COGC, at the time the response to the requested change is submitted, the details of such increase or decrease. If I-COGC should question the values involved in any proposal by Hughes, subject to the execution of a non-disclosure agreement between all relevant Parties, Hughes shall provide access to a third party auditor acceptable to both Parties, which third party auditor may review the relevant cost documentation and certify to I-COGC as to the validity of the Hughes proposal. I-COGC shall notify Hughes in writing, within a reasonable time after receipt of Hughes' response, whether or not it agrees with and accepts Hughes' response. If I-COGC agrees with and accepts Hughes' response, Hughes shall proceed with the performance of the Contract as changed and an amendment to the Contract reflecting such change, and price adjustment, if any, shall be incorporated into the Contract. If I-COGC does not direct such change, then Hughes shall proceed with the performance of the Contract as unchanged. 64 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 23 PUBLICITY Each Party shall obtain the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed, concerning the content and timing of news releases, articles, brochures, advertisements, prepared speeches and other information releases concerning the Work performed or to be performed hereunder, within a reasonable time prior to the release of such information. For the avoidance of doubt, each Party shall be allowed to publicize the award of the Contract, subject to the approval process stated above. 65 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 24 NOTICES All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid first class post, or by telex, telefax or cable addressed to the intended recipient thereof at its address set out below or to such other address or telex or telefax number as either Party may from time to time duly notify the other. A. In respect of I-COGC, to: I-CO Global Communications (Operations) Ltd. c/o I-CO Services Limited 1 Queen Caroline Street Hammersmith, London W6 9BN United Kingdom Telephone: (0181) 600-1000 Facsimile: (0181) 600-1199 Attention: Olof Lundberg Chief Executive Officer cc: Space Segment Contracts Administrator ICO Program Office Hughes Space & Communications, MS: SC/S16/V346 PO Box 92919 Los Angeles, CA, 90009 Phone: (310) 364-9383 Facsimile: (310) 364-9495 66 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- B. In respect of Hughes, to: Hughes Space and Communications International, Inc. Bldg. S24, M/S D545, Post Office Box 92919, Airport Station, Los Angeles, California 90009 Telephone: (310) 364-5729 Facsimile: (310) 364-9644 Attention: Dennis R. Beeson Manager, Contracts cc: John Perkins Vice-President, Launch Services Acquisition & Risk Management Bldg: R35 M/S: D435 Phone: (310) 364-4791 Facsimile: (310) 364-4775 Any notice or other document if served by post, shall be deemed to have been served at the expiration of seven (7) Days after the time when the letter containing the same was posted, and in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed, stamped and posted. A notice sent by telex, telefax or cable is deemed to have been served: (1) two (2) hours after dispatch, if dispatched on a Business Day before 3:00 PM; or (2) in any other case, at 10:00 AM on the Business Day after the date of dispatch. Here a Business Day means a Business Day in the city or other location to which the notice is sent, and the times mentioned are those in that location. 67 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 25 INTEGRATION This Contract, together with the EXHIBITS, contains the entire agreement between the Parties relating to the subject matter hereof. All prior understandings, representations and warranties (including those contained in sales, promotional and/or marketing materials) by and between the Parties, written or oral, which may be related to the subject matter hereof in any way, are superseded by this Contract. 68 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 26 ASSIGNMENT 26.1 Hughes shall not assign, novate or transfer this Contract or any of its rights, duties or obligations thereunder to any person or entity, in whole or part without the prior written consent of I-COGC (which approval shall not be unreasonably withheld or unduly delayed) except that Hughes may assign, novate or transfer this Contract, and its duties and obligations thereunder either in whole or in part, to any Hughes Affiliate which is not engaged in business competitive to I-COGC provided always that Hughes shall remain liable with respect to performance of all duties and obligations set forth in this Contract, including compliance with all applicable laws and regulations and provided further that the Hughes Guarantee specified in EXHIBIT H, HUGHES GUARANTEE, remains in full force and effect. 26.2 I-COGC shall have no right to assign, novate or transfer this Contract, or any of its rights, duties or obligations hereunder without the prior written consent of Hughes (which consent shall not be unreasonably withheld or unduly delayed), except to any I-COGC Affiliate or to a third party financing the Satellites or Launch Services provided that each such assignment, novation or transfer shall have no material adverse effect on a material obligation of I-COGC under this Contract, including, but not limited to, payment obligations to Hughes under this Contract. 26.3 In the case of an assignment, novation or transfer of this Contract by I-COGC in accordance with ARTICLE 26.2, the I-COGC Guarantee specified in EXHIBIT G, I-COGC GUARANTEE, shall remain in full force and effect save where the assignment, novation or transfer is to a third party financing the Satellites or Launch Services, in which case Hughes' consent to release the said I-COGC Guarantee may be requested by I-COGC and such consent shall not be unreasonably withheld, or unduly delayed. 69 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- 26.4 I-COGC shall give fifteen (15) Business Days prior notice to Hughes of any assignment, novation or transfer and brief details explaining the proposed transaction. 26.5 This Contract shall be binding upon the Parties hereto and their successors and permitted assigns. 70 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 27 SEVERABILITY In the event any one or more of the provisions of this Contract shall, for any reason, be held to be invalid or unenforceable, the remaining provisions of this Contract shall be unimpaired, and the invalid or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid and enforceable, comes closest to the intention of the Parties underlying the invalid or unenforceable provision. 71 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 28 RESERVED 72 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 29 RESERVED 73 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 30 DISPUTES AND ARBITRATION 30.1 If, during the course of performance hereunder, a dispute arises between I-COGC and Hughes as to the rights or obligations of either Party under this Contract, either Party may give written notice of its objections and the reasons therefor ("Dispute Notice") and may recommend corrective action. Hughes' Program Manager shall consult with I-COGC's authorized senior program management representative in an effort to reach a mutual agreement to overcome such objections. In the event mutual agreement cannot be reached within five (5) Business Days of such notice, the respective positions of the Parties shall be forwarded to I-COGC's Chief Executive Officer and Hughes' President, for discussion and an attempt to reach mutual agreement. 30.2 If mutual agreement cannot be reached within fifteen (15) Business Days of the Dispute Notice, such dispute may be referred on the application of either Party for final determination to an arbitration tribunal convened by the London Court of International Arbitration which shall be conducted by three arbitrators in the English language. 30.3 The place of arbitration shall be London, England. 30.4 The award rendered by the arbitration tribunal shall be binding on both Parties, and shall be enforceable by any court of competent jurisdiction. The cost of arbitration, including the fees and expenses of the arbitrators, will be shared equally by the Parties, unless the award otherwise provides. Each Party shall bear the cost of preparing and presenting its own case, unless the award otherwise provides. 30.5 Notwithstanding anything else contained herein, the Parties agree that time is of the essence with regard to the time limits imposed by this ARTICLE 30 in resolving such dispute. 74 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 31 RESERVED 75 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 32 REPLACEMENT LAUNCHES 32.1 Replacement Launch Services. If any Launch Service herein should result in a mission failure, I-COGC may request Hughes to provide a replacement Launch proposal. Such request shall include I-COGC's preferred Launch Service Provider(s), the date on which the Satellite is anticipated to be ready for launch and any mission specific data which will influence the provision of Launch Services for that Satellite. Within thirty (30) Days of receipt of such a request, Hughes shall submit a proposal to I-COGC for the acquisition of a replacement Launch Service. Any Hughes proposal shall be based upon and subject to the terms of the applicable Launch Service Agreement(s). Hughes agrees to provide to I-COGC any priority scheduling right or benefit allowed for in the applicable Launch Service Agreement(s) for the mission failure. 32.2 Hughes Proposal. Any Hughes proposal for a replacement Launch under an existing Longterm Launch Service Agreement shall: (i) be based upon, and be subject to, the provisions of the relevant EXHIBIT(S) B through E; (ii) utilize the Launch Service Fee and payment schedules specified in Table 4 and Table 5 of ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS; and (iii) include a fee of * per Launch Service. Any Hughes proposal for a replacement Launch which does not utilize a Longterm Launch Service Agreement shall include a Management Services fee equal to * of the relevant Launch Service Cost initially proposed, and finally negotiated between Hughes and the Launch Service Provider. 76 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 33 OPTIONS 33.1 Launch Insurance. Upon receipt of a written request from I-COGC, Hughes shall submit a proposal to I-COGC for the provision of launch insurance for the Launch Services provided herein. Such proposal shall assume that the launch insurance shall be obtained by Hughes on behalf of I-COGC and that I-COGC shall be the named insured. The written request from I-COGC shall identify the Launch Services, the coverage timing and the coverage amounts of such launch insurance policy. Any Hughes proposal shall be based upon the actual launch insurance cost to Hughes and shall include an additional Management Services fee equal to * of the actual launch insurance cost. I-COGC shall notify Hughes whether it accepts or rejects any Hughes proposal within thirty (30) Days of receipt of such proposal or by the offer validity date provided by the relevant insurance underwriters, whichever is sooner. For the purposes of this Paragraph, launch insurance may also include any relaunch, repayment or other type of insurance program offered by any Launch Service Provider. 33.2 Additional Launch Services. At any point in time, I-COGC may request Hughes to provide additional Launch Services under any Longterm Launch Service Agreement. Any such request by I-COGC shall identify the required Launch Period, preferred Launch Service Provider and Satellite to be launched. Hughes shall provide a written proposal to I-COGC within fifteen (15) calendar Days of receipt of such request. Any Hughes proposal shall be subject to and conditional upon: i) the existence and terms of a Longterm Launch Service Agreement with the Launch Service Provider identified in such I-COGC request as of the later of the date of (a) the relevant ICOGC request or (b) the Launch Service option exercise; ii) compliance with the scheduling constraints specified in ARTICLE 3.3.3 herein; iii) the availability of the Launch Vehicle in the requested Launch Period, and iv) compliance with the Launch Service Fee and payment schedules specified in Tables 4 and 5 of ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS. For the avoidance of doubt, if Hughes has a launch opportunity available under a Longterm Launch Service Agreement, subject to the terms of this ARTICLE 33.2, Hughes shall allow I-COGC to purchase such launch opportunity to Launch an optional Satellite. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 77 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 34 LIMITATION OF LIABILITY 34.1 In no event shall either Party be liable to the other Party or its Associates or customers under or in connection with this Contract under any theory of contract, tort, negligence, strict liability or any other legal or equitable theory or otherwise for special, collateral, punitive, exemplary, consequential, indirect and/or incidental damages (including but not limited to lost revenues, loss of goodwill, loss of savings, loss of use, interruptions of business and claims of either Party or for any other form of economic loss), except as expressly provided in this Contract. It is the intent of the Parties that the public interest is not involved in the subject matter of this Contract. 78 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 35 MISCELLANEOUS 35.1 Disclaimer of Agency. None of the provisions of this Contract shall be construed to mean that either Party hereto is appointed or is in any way authorized to act as an agent of the other Party. This Contract does not constitute, create, give effect to, or otherwise recognize a joint venture, partnership or formal business organization of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein. 35.2 Waiver of Breach of Contract. A waiver of any breach of a provision hereof shall not be binding upon either Party unless the waiver is in writing and such waiver shall not affect the rights of the Party not in breach with respect to any other or future breach. No failure or delay by any Party or time or indulgence given by it in or before exercising any remedy or right under or in relation to this Contract shall operate as a waiver of the same nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other remedy or right. 35.3 Term of Contract. This Contract shall remain in full force and effect as long as either Party is or may be required to perform any obligation pursuant to this Contract. 35.4 Language. With respect to all correspondence relating to this Contract and to all material, including labels and markings of equipment, submitted by Hughes hereunder, the English language and U.S. units of measure, or unit(s) of measure utilized by a Launch Service Provider shall be used. Controlling language for this Contract shall therefore be the English language. 79 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- 35.5 Key Personnel. Hughes agrees that the following individuals are necessary for the successful completion of the Management Services and Launch Services to be performed under this Contract and shall not be removed from the performance of these services without the consent of I-COGC, which consent shall not be unreasonably withheld. In the event that these personnel become unavailable for any reason and consent is given, Hughes shall select suitable replacement personnel who possess comparable levels of experience, qualifications and ability. Notwithstanding its role in approving key personnel and their replacements, I-COGC shall have no supervisory control over their work, and nothing in this ARTICLE shall relieve Hughes of any of its obligations under this Contract, or of its responsibility for any acts or omissions of its personnel.
Name Title ---- ----- J. Perkins Vice-President, Launch Services Acquisition & Risk Management G. Dutcher Program Manager
80 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- IN WITNESS WHEREOF, this Contract has been issued in two counterparts and signed in the city of Brussels, Belgium on behalf of I-COGC and Hughes by persons authorized on their behalf. HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. By: ------------------------------- (Signature) Name: ----------------------------- Title: ---------------------------- I-CO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED By: ------------------------------- (Signature) Name: ----------------------------- Title: ---------------------------- 81 Contract Number: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT -------------------------------------------- Exhibit A STATEMENT OF WORK -------------------------------------------- 7 December 1995 I-CO Global Communications Hughes Space & (Operations) Limited Communications International, Inc. - --------------------------- -------------------------------- Olof Lundberg Gerald L. Dutcher Chief Executive Officer Executive Vice President 82 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- TABLE OF CONTENTS
1 MANAGEMENT SERVICES PROVIDED FOR I-COGC GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED (I-COGC) ........................................ 1 1.1 Scope.................................................................. 1 1.2 Applicable Documents................................................... 1 2 DESCRIPTION OF WORK.................................................... 2 2.1 Launch Service Provider Selection And Turn-On.......................... 2 2.1.1 Launch Schedules....................................................... 2 2.1.2 Launch Agreements...................................................... 2 2.2 Post Launch Service Provider Contract Award............................ 2 2.2.1 Management Activities.................................................. 2 2.2.1.1 Progress and Technical Meetings........................................ 3 2.2.2 Selection of Launch Slot and Launch Date............................... 3 2.2.3 Satellite/Launch Vehicle Technical Activities.......................... 3 2.2.4 Documentation.......................................................... 4 2.2.5 Launch Vehicle Acceptance ............................................. 4 2.2.6 Mission Director....................................................... 5 3 REPORTING.............................................................. 6 4 RESERVED............................................................... 7 5 LOGO................................................................... 8 6 LAUNCH CAMPAIGN ACCOMMODATION AND FACILITIES........................... 9 7 PRODUCT ASSURANCE ACTIVITIES & SAFETY.................................. 10 7.1 Launch Vehicle Qualification........................................... 10 7.2 Launch Vehicle Failure Reviews......................................... 10 7.3 Requests for Deviation/Waiver.......................................... 10 8 PAYLOAD PROCESSING FACILITIES AND SERVICES............................. 11 9 MISSION INTEGRATION.................................................... 12 10 POST MISSION SUPPORT SERVICES.......................................... 13
83 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 1 MANAGEMENT SERVICES PROVIDED FOR I-COGC GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED (I-COGC) 1.1 Scope. This Statement of Work defines the Management Services to be provided by Hughes Space and Communications International, Inc., (Hughes) to I-COGC for the supply of Launch Services and the overall management of the Launch Service Agreements for Launch of I-COGC's twelve (12) Satellites. Hughes shall assume all day-to-day management activities relative to the procurement of Launch Services. 1.2 Applicable Documents. Satellite Contract Between Hughes Space and Communications International, Inc. and I-COGC Global Communications (Operations) Limited, dated 3 October 1995, Contract Number ICOO/95-1002/NR. 84 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 2 DESCRIPTION OF WORK 2.1 Launch Service Provider Selection And Turn-On. Hughes shall ensure that the contract provisions with the Launch Service Providers enable Hughes to meet the requirements defined in this Statement of Work, and are fully consistent with the Satellite design, Designated Launch Site processing and mission requirements. 2.1.1. Launch Schedules. Hughes shall schedule each of the respective Satellite Launches with a Launch Service Provider in sufficient time to assure that the scheduling requirements of the Contract are satisfied. Hughes shall provide alternate Launch risk management plans in the event scheduling problems develop. 2.1.2 Launch Agreements. Launch Services via Long Term Launch Service Agreements shall be employed to satisfy the terms of this Contract, or at I-COGC's direction, Hughes shall develop, in conjunction with I-COGC, the appropriate and necessary Request For Proposal (RFP) documentation (when necessary), consistent with the requirements, terms and conditions of this Contract and the Satellite Contract to enable the competitive solicitation of bids from alternate Launch Service Providers. Hughes shall manage this program so as to minimize the impact of any Launch Service Provider substitution. 2.2 Post Launch Service Provider Contract Award 2.2.1 Management Activities. After Launch Service Provider turn-on or award of a Launch Service Agreement, Hughes shall provide all appropriate management and technical services to support the Satellite to Launch Vehicle interface activities and shall be responsible for all Contract management functions, including but not limited to: 85 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- - Negotiation of contract changes - Management and tracking of program milestones - Coordination of data/information exchanges, and - Data approvals as required by the Launch Service Agreement 2.2.1.1 Progress and Technical Meetings. Regular progress meetings shall be conducted as necessary with the Launch Service Providers to which I-COGC shall be invited. As a minimum these will be held at quarterly intervals and may be combined with technical interface meetings for expediency. 2.2.2 Selection of Launch Slot and Launch Date. Hughes shall coordinate the development of the Launch Service Master Phasing Schedule and monitor progress against major milestones. Hughes shall coordinate with I-COGC the selection of the relevant Launch Slot and Launch Date consistent with the schedule established by I-COGC requirements. Hughes shall initiate discussion with I-COGC at least thirty (30) calendar Days prior to the determination dates for the establishment of the Launch Slot and Launch Date. 2.2.3 Satellite/Launch Vehicle Technical Activities. Hughes shall coordinate the overall schedule for the Launch Services and content of meetings and major reviews throughout the Satellite/Launch Vehicle integration process. Hughes shall coordinate the Launch Vehicle and Satellite integration process and provide the management interface to ensure that technical requirements, data and analyses are established and coordinated between the engineering staffs of the Satellite Program Office and the Launch Service Provider. Hughes shall maintain and report the status of all action items generated from the above meetings and coordinate their resolution. 86 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 2.2.4 Documentation. Hughes shall review and provide I-COGC all documentation, analyses and reports prepared under this Contract, in accordance with the applicable Launch Service Agreement, which are required to successfully complete the integration process. These may include, but are not limited to: - Interface Control Documents - Coupled Loads Analysis - Thermal Analysis - Integration and Mission Analyses - Launch Operations and Safety Planning - Separation analysis - Venting analysis - Clearance analysis - Launch operations and safety documents - Payload matchmates and separation shock tests when required. - Trajectory, Guidance Targeting, Accuracy analysis and associated orbit characteristics and dispersion - Launch Vehicle contamination and cleanliness analysis - Launch Failure Reports, if applicable 2.2.5 Launch Vehicle Acceptance. Hughes shall monitor all work in progress and the final acceptance of the Launch Vehicle in accordance with the applicable Launch Service Agreement. This shall include, but is not limited to: - review of progress reports submitted by the relevant Launch Service Provider - attending major reviews - tracking problem resolutions 2.2.6 Mission Director Hughes shall act in the capacity of Mission Director (i.e., the individual responsible for providing the Satellite status during the Launch campaign and the final go/no-go decision for Launch to the Launch Service Provider) for I-COGC during the Launch. 87 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 3.0 REPORTING Hughes shall provide I-COGC with full visibility of Contract and technical actions by providing a monthly progress report to the I-COGC resident team. The format of this report shall be jointly agreed upon by I-COGC and Hughes and shall be adjusted over the life of the program as necessary. Hughes shall inform I-COGC, or its designated representative, of the date and time of all significant meetings (i.e. Preliminary Design Reviews, Critical Design Reviews, Management Review Meetings, etc.), and I-COGC personnel or their designated representative, as they choose, may attend any of the meetings held with the Launch Service Provider and/or the Satellite manufacturer. This attendance shall be limited to three (3) I-COGC personnel. Additional I-COGC personnel may attend as mutually agreed upon by I-COGC, Hughes and the Launch Service Provider. Hughes shall notify I-COGC promptly, initially either in person or by telephone and then shall confirm in writing within seven (7) Days, of any material event, circumstance, or development which the Hughes Mission Manager reasonably believes will affect (a) the quality of any Launch Vehicle or component part thereof or any services or data and documentation to be provided herein, or (b) the Launch Schedule(s) herein. Notifications made pursuant to this Paragraph are intended to supplement but not replace information available or provided to I-COGC pursuant to this Article. 88 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 4.0 RESERVED [ILLEGIBLE] 89 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 5.0 LOGO The Launch Service Provider shall include provision for the inclusion of the I-COGC logo on each Launch Vehicle fairing. I-COGC shall supply final details of the logo no later than Launch minus twelve Months (2-12) for the first Launch on each type of Launch Vehicle (i.e. Atlas IIA, Proton, Delta III, Zenit, etc.). 90 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 6.0 LAUNCH CAMPAIGN ACCOMMODATION AND FACILITIES Hughes shall assure that the Launch Service Providers will make available office space for up to three (3) I-COGC residents and/or representatives at the Launch Service Provider's Satellite processing and Designated Launch Site facility, for the duration of the Satellite Launch campaign. These facilities shall be co-located with those of the Hughes Launch support team. Appropriate telephone, fax, copying and other general office facilities shall be provided. I-COGC shall have full access to all appropriate data and monitoring facilities at the Designated Launch Site which are available to the Hughes Launch team. In the case of Proton or Zenit Launches where commercially available off-base housing, transport and general living facilities are not available, Hughes shall, if requested, arrange to supply these to the I-COGC personnel in the same manner provided to its own Launch team. All charges, if any, incurred by Hughes for the provision of these living facilities, food and transportation shall be billed to I-COGC. Note: i For Launches conducted in Baikonur, there is a charge of between $115.00 US and $135.00 US (depending on the year of the Launch) for lodging and all food service per person per day. A charge of $900.00 US per person is levied for round trip transportation from Moscow to the Baikonur Launch Site and all associated ground transportation. ii For Zenit Launches transportation for I-COGC personnel to Long Beach, California, and/or any other point of debarkation of the command and control ship or any air transportation, or surface ship transport to the command and control ship at sea, shall be borne by I-COGC. Any cost for I-COGC personnel's lodging, meals, transportation and recreation, while on board the command and control ship, shall be borne by I-COGC, but shall not to exceed $200.00 US per day per person. If Hughes is not charged for lodging, meals and transportation while on board the command and control ship, no cost will be passed to I-COGC. 91 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 7.0 PRODUCT ASSURANCE ACTIVITIES & SAFETY 7.1 Launch Vehicle Qualification. Hughes shall ensure that the Launch Service Provider clearly indicates the qualification status of the Launch Vehicle and assures that any new, modified or mission peculiar items have been qualified. All items falling into this category shall be highlighted to I-COGC. 7.2 Launch Vehicle Failure Reviews. Hughes shall ensure that I-COGC is appropriately involved in any Launch Vehicle failure review board activities relevant to I-COGC Launch Vehicle hardware or which may impact the ability of the Launch Service Provider to deliver on time. The level of involvement will vary. However any failure occurring shortly and in particularly immediately before a planned I-COGC Launch shall include full disclosure and participation rights. 7.3 Requests for Deviation/Waiver. All Launch Service Provider deviations/waivers affecting key performance margins, interface control documents or mission requirements shall be promptly submitted to I-COGC for review. 92 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 8.0 PAYLOAD PROCESSING FACILITIES AND SERVICES Hughes shall be responsible for arranging all necessary payload processing facilities and services required to safely and efficiently support Satellite payload processing at the Designated Launch Site, including any Satellite test activities. 93 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 9.0 MISSION INTEGRATION Hughes shall, as a minimum, conduct the following mission reviews and meetings with the Launch Service Provider, to which I-COGC personnel shall be invited: - Technical Working Groups (as needed). - Preliminary and Critical Mission Peculiar Design Reviews (typically only held once per Launch). - Ground Operations Readiness Reviews (typically at L-12 and L-6 months). - Launch Vehicle Readiness Review (typically 2 days before each Launch) - Launch Readiness Review (typically 1 day before each Launch) - Launch Vehicle quality and/or systems reviews if provided by Launch Service Providers. 94 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A Contract No: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 10.0 POST MISSION SUPPORT SERVICES Hughes shall provide all necessary post mission support services. These shall include but are not limited to: - Satellite orbit and attitude data at separation, within 45 minutes of separation. - Post Launch evaluation report (Satellite flight environment and separation assessment) from Launch Vehicle telemetry. 95 1 JULY 1996 - AMENDMENT 1 4.7.2.6a CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT ------------------------- EXHIBIT F MILESTONE PAYMENT PLAN ------------------------- 7 DECEMBER 1995 96 * [EXHIBIT F AMENDMENT 1 TOTAL OF 7 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 97 * 98 * 99 * 100 * 101 * 102 * 103 CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT -------------------------------------------- EXHIBIT G I-COGC GUARANTEE -------------------------------------------- 7 December 1995 I-CO Global Communications Hughes Space & (Operations) Limited Communications International, Inc. - --------------------------- -------------------------------- Olof Lundberg Gerald L. Dutcher Chief Executive Officer Executive Vice President 104 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW I-COGC GUARANTEE - -------------------------------------------------------------------------------- 1. In consideration of Hughes Space and Communications International, Inc ("Hughes" entering into a contract with I-CO Global Communications (Operations) Limited ("I-COGC") for the supply of launch services and the management thereof for the I-CO Program dated 7 December, 1995 (as such contract may be amended, varied, extended, renewed or supplemented from time to time, the "Launch Vehicle Contract" and expressions defined in the Launch Vehicle Contract shall have the same meanings in this Guarantee) and for sufficient consideration (receipt whereof the Guarantor hereby acknowledges) I-CO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (the "Guarantor") hereby unconditionally guarantees the payment on the due date of all sums payable now or in the future to Hughes by I-COGC under the Launch Vehicle Contract when and as the same become due and the full, prompt and complete performance by I-COGC of all its obligations under the Launch Vehicle Contract. 2. The Guarantor hereby unconditionally and irrevocably agrees as a separate, continuing and primary obligation to indemnify Hughes on demand should any amount due under Clause 1 not be recoverable from the Guarantor on the basis of a guarantee for any reason whatsoever. 3. The Guarantor's obligations under this Guarantee shall be subject to all the relevant terms and conditions of the Launch Vehicle Contract and nothing in this Guarantee shall constitute a waiver by I-COGC or the Guarantor of any defense, claim or counterclaim available to I-COGC under the Launch Vehicle Contract or otherwise. Subject to paragraph 2 above, the Guarantor's sole obligation under this Guarantee shall be as guarantor of the obligations of I-COGC under the Launch Vehicle Contract, subject to all of the limitations an such obligations which are provided for in such Launch Vehicle Contract or under applicable law except for such limitations as may arise in law as a result of bankruptcy, insolvency or reorganisation proceedings relating to I-COGC. The Guarantor hereby acknowledges that its liability as Guarantor under this Guarantee shall not be discharged or impaired in any way by: (a) any compromise or release of or abstention from perfecting or enforcing any right or remedy against I-COGC or any other person; or 105 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW I-COGC GUARANTEE - -------------------------------------------------------------------------------- (b) any release of or granting of time to I-COGC or any other indulgence, waiver, consent or concession being granted at any time to I-COGC or any other person; or (c) any other act, omission, dealing, matter or thing whatsoever (including, without limitation, any change in the memorandum or articles of association (or their equivalent) of I-COGC, or any irregularity, unenforceability or invalidity of any obligations of I-COGC under the Launch Vehicle Contract or the liquidation, dissolution, reconstruction, amalgamation or bankruptcy of I-COGC or any other change in the corporate relationship between the Guarantor and I-COGC including any merger, consolidation or sale of assets of I-COGC; or (d) any legal limitation, disability, incapacity or other circumstances relating to I-COGC or any other person or any amendment to or extension or variation of the terms of the Launch Vehicle Contract or any other document referred to in the Launch Vehicle Contract. 4. The Guarantor hereby declares and agrees that this Guarantee shall be held by Hughes as a continuing security and shall not be satisfied by any intermediate payment or satisfaction of any part of the obligations hereby guaranteed and shall remain in full force and effect until all the obligations of I-COGC under the Launch Vehicle Contract have been performed and all sums payable by I-COGC under the Launch Vehicle Contract have been fully paid and discharged in full in each case in accordance with the Launch Vehicle Contract and subject to all the provisions therein contained. 5. This Guarantee shall be in addition to, and not in substitution for, any other rights which Hughes may now or hereafter have under or by virtue of any guarantee or security or agreement or any lien or by operation of law or under any collateral or other security now or hereafter held by Hughes or to which Hughes may be entitled. 6. Any release, compromise or discharge of the obligations of the Guarantor under this Guarantee shall be deemed to be made subject to the condition that it will be void if any payment or security which Hughes may receive or have received is set aside or proves invalid for whatever reason. 106 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW I-COGC GUARANTEE - -------------------------------------------------------------------------------- 7. All payments to be made by the Guarantor to Hughes under this Guarantee shall be made on the due date in United States Dollars and in cleared funds and to such account as Hughes shall specify and shall be made free and clear of, and without deduction for or on account of, any present or future taxation, unless the Guarantor is required by law or regulation to make payment subject to any taxation, in which event such payment shall be increased by such amount as may be necessary to ensure that Hughes receives a net amount, which, after deducting or withholding such taxation, is equal to the full amount which Hughes would have received had such payment not been subject to such taxation. 8. The Guarantor shall be subrogated to the rights of Hughes against I-COGC in respect of any amounts paid by the Guarantor to Hughes pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation, or any related claim for exoneration, indemnification or reimbursement that the Guarantor may now have or hereafter acquire against I-COGC in any way related to or arising from the obligations of I-COGC under the Launch Vehicle Contract, until such obligations or, as the case may be the relevant part thereof, shall have been paid and performed in accordance with the terms and conditions of the Launch Vehicle Contract. 9. In addition to the liability otherwise assumed in this Guarantee, the Guarantor shall immediately reimburse Hughes for all costs and expenses, including all reasonable legal fees and costs, incurred by Hughes in the collection or enforcement of any liability under this Guarantee. However, if the Guarantor is the prevailing party in any proceedings to collect or enforce any liability under this Guarantee, Hughes agrees that it shall immediately reimburse the Guarantor for all costs and expenses, including all reasonable legal fees and costs, which the Guarantor may incur in connection with any such proceedings, and the Guarantor shall have no liability to Hughes under the preceding sentence in this paragraph 9 in any such proceeding. 10. This Guarantee and any provision hereof may be waived, amended, modified or supplemented as between Hughes and the Guarantor only by an agreement or instrument in writing executed by the Guarantor and Hughes. 11. Any notice, demand or other communication required or permitted to be made 107 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW I-COGC GUARANTEE - -------------------------------------------------------------------------------- hereunder shall be in writing and signed by or an behalf of the person giving it. Except in the case of personal service, any notice shall be sent or delivered to the party to be served at the address or to the facsimile number set out below and if a person or officer is named for the purpose, the notice shall be marked for his attention. Any alteration in such details shall, to have effect, be notified to the other parties in accordance with this clause. 12. Service of a notice must be effective by one of the following methods: 12.2.1 personally on the Chief Executive Officer or the Company Secretary of either party and shall be treated as served at the time of such notice; 12.2.2 by prepaid first class post (or by airmail if from one country to another) and shall be treated as served on the second (or if by airmail the fourth) Business Day after date of posting. In proving service it shall be sufficient to prove that the envelope containing the notice was correctly addressed, postage paid and posted; or 12.2.3 by delivery of the notice through the letterbox of the party to be served or by sending it by facsimile and shall be treated as served on the first Business Day after the date of such delivery or sending. In proving service by facsimile it shall be sufficient to prove that the facsimile was preceded by the answerback code of the party to whom it was sent. A. In respect of the Guarantor, to: I-CO Global Communications (Holdings) Limited c/o I-CO Services Limited 1 Queen Caroline Street London W6 9BN Telephone: (181 600-1000) Facsimile: (181 600-1199) Attention: Olof Lundberg 108 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW I-COGC GUARANTEE - -------------------------------------------------------------------------------- B. In respect of Hughes, to: Hughes Space and Communications International, Inc Bldg. S24, M/S D545 Post Office Box 92919, Airport Station Los Angeles, California 90009 Telephone (310) 364-5729 Facsimile (310) 364-9644 Attention: Dennis R. Beeson Manager, Contracts 13. This Guarantee shall be governed by, and construed in accordance with English law. The provisions of Article 30 of the Launch Vehicle COntract (Disputes and Arbitration) shall apply mutatis mutandis to this Guarantee. Dated day of December, 1995 - ---------------------------------------- FOR AND ON BEHALF OF I-CO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED - ---------------------------------------- FOR AND ON BEHALF OF HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC 109 Contract Number: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H HUGHES GUARANTEE 7 DECEMBER 1995 I-CO Global Communications Hughes Space & (Operations) Limited Communications International, Inc. - --------------------------------- ------------------------------ Olof Lundberg Gerald L. Dutcher Chief Executive Officer Executive Vice President 110 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- GUARANTEE AGREEMENT ("Guarantee") dated as of December _____, 1995, between HUGHES ELECTRONICS CORPORATION, a Delaware corporation ("Guarantor") and I-CO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, a company incorporated in the Cayman Islands as an Exempted Company having its registered office at the Huntlaw Building, P.O. Box 1350, Fort Street, Georgetown, Grand Cayman, Cayman Islands ("Beneficiary"). For value received, and to induce Beneficiary to enter into that certain Contract for Launch Services Supply and Management, dated December __, 1995 (the "Contract") with HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Guarantor ("Obligor"), Guarantor agrees with Beneficiary as follows: 1. Guarantee. Guarantor undertakes and guarantees the full, prompt and complete performance by Obligor of all its obligations under the Contract and the due and punctual payment of all sums which are payable by the Obligor to the Beneficiary under the Contract when the same shall become due and undertakes with the Beneficiary that if the Obligor shall default in the payment of any sum which is due and payable to Beneficiary under the Contract, the Guarantor shall pay such sum to Beneficiary, within ten (10) days after demand in writing by Beneficiary. Guarantor's obligations to Beneficiary under this Guarantee shall in each case be subject to all the relevant terms and conditions of the Contract and applicable law and nothing in this Guarantee shall be deemed to constitute a waiver by the Obligor or the Guarantor of any defense, claim or counterclaim available to the Obligor under the Contract or under applicable law. Subject to paragraph 2 below, Guarantor's sole obligation to Beneficiary under this Guarantee shall be as guarantor of the obligations of Obligor under the Contract, subject to all of the limitations on such obligations which are provided for in such Contract or under applicable law (except for such limitations as may arise as the result of a bankruptcy, insolvency or reorganization proceeding of Obligor). 2. The Guarantor hereby unconditionally and irrevocably agrees as a separate, continuing and primary obligation to indemnify the Beneficiary on demand should any amount due under Clause 1 not be recoverable from the Guarantor on the basis of a guarantee for any reason whatsoever. 3. Continuing Guarantee. The Guarantee in paragraph 1 is a continuing guarantee and shall remain in force until all obligations of the Obligor under the Contract have been fully performed and all sums payable by the Obligor have been fully paid, in each case in accordance with the Contract and subject to all the provisions therein contained. 4. Waivers of Notice, etc. The obligations of the Guarantor under this Guarantee shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate the Guarantor from its obligations or affect such obligations including without limitation and whether or not known to Guarantor: (a) any time, indulgence, waiver or consent at any time given to the Obligor or any other person; (b) any compromise or release of or abstention from perfecting or enforcing any right or remedy against the Obligor or any other person; 111 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- (c) any legal limitation, disability, incapacity or other circumstance relating to Obligor or any other person or any amendment to or variation of the terms of the Contract or any other document referred to in the Contract; (d) any change in the corporate relationship between the Obligor and Guarantor, including any merger, consolidation or sale of assets of Obligor; and (e) any irregularity, unenforceability or invalidity of any obligations of the Obligor under the Contract or the dissolution, reconstruction or insolvency of the Obligor. 5. No Waiver by Beneficiary. No failure on the part of the Beneficiary, or delay by Beneficiary, in exercising any right under or with respect to this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of Beneficiary under or with respect to this Guarantee or the Contract. 6. Any release, compromise or discharge of the obligations of the Guarantor under this Guarantee shall be deemed to be made subject to the condition that it will be void if any payment or security which the Beneficiary may receive or have received is set aside or proves invalid for whatever reason. 7. All payments to be made by the Guarantor to the Beneficiary under this Guarantee shall be made on the due date in United States Dollars and in cleared funds and to such accounts as the Beneficiary shall specify and shall be made free and clear of, and without deduction for or on account of, any present or future taxation, unless the Guarantor is required by law or regulation to make payment subject to any taxation, in which event such payment shall be increased by such amount as may be necessary to ensure that the Beneficiary receives a net amount, which, after deducting or withholding such taxation, is equal to the full amount which the Beneficiary would have received had such payment not been subject to such taxation. 8. Right of Subrogation. Guarantor shall be subrogated to the Rights of the Beneficiary against Obligor in respect of any amounts paid by Guarantor to Beneficiary pursuant to the provisions of this Guarantee; provided, however, that Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation, or any related claim for exoneration, indemnification or reimbursement that Guarantor may now have or hereafter acquire against Obligor in any way related to or arising from the obligations of Obligor under the Contract, until all such obligations shall have been paid and performed in accordance with the terms and conditions of the Contract or applicable law. 9. Attorneys' Fees and Costs. In addition to the liability otherwise assumed in this Guarantee, Guarantor agrees to forthwith reimburse Beneficiary for all costs and expenses, including all reasonable attorneys' fees and costs, incurred by Beneficiary in the collection or enforcement of any liability under this Guarantee. However, if Guarantor is the prevailing party in any proceeding to collect on or enforce any liability under this Guarantee, Beneficiary agrees to forthwith reimburse Guarantor for all costs and expenses, including all reasonable attorneys' fees and costs, which Guarantor may incur in connection with any such proceeding, and Guarantor shall have no liability to Beneficiary under the preceding sentence in this paragraph 6 in any such proceeding. 112 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- 10. Amendments. This Guarantee and any provision hereof may be waived, amended, modified or supplemented as between Beneficiary and Guarantor only by an agreement or instrument in writing executed by Guarantor and Beneficiary; and neither this Guarantee nor any provision hereof shall be varied, contradicted or explained by an oral agreement, course of dealing or performance, usage of trade or any other matter not set forth in an agreement or instrument in writing and executed as specked above. 11. Notices. 11.1 Any notice, demand or other communication required or permitted to be made hereunder shall be in writing and signed by or on behalf of the person giving it. Except in the case of personal service, any notice shall be sent or delivered to the party to be served at the address or to the facsimile number set out below and if a person or officer is named for the purpose, the notice shall be marked for his attention. Any alteration in such details shall, to have effect, be notified to the other parties in accordance with this clause. 11.2 Service of a notice must be effective by one of the following methods: 11.2.1 personally on the Chief Executive Officer or the Company Secretary of either party and shall be treated as served at the time of such notice; 11.2.2 by prepaid first class post (or by airmail if from one country to another) and shall be treated as served on the second (or if by airmail the fourth) Business Day (as defined in the Contract) after date of posting. In proving service it shall be sufficient to prove that the envelope containing the notice was correctly addressed, postage paid and posted; or 11.2.3 by delivery of the notice through the letterbox of the party to be served or by sending it by facsimile and shall be treated as served on the first Business Day after the date of such delivery or sending. In proving service by facsimile it shall be sufficient to prove that the facsimile was preceded by the answerback code of the party to whom it was sent. A. In respect of the Beneficiary, to: ICO Global Communications (Operations) Ltd. c/o I-CO Services Limited 1 Queen Caroline Street London W69BN United Kingdom Telephone: (181) 600-1000 Facsimile: (181) 600-1199 Attention: Olof Lundberg B. In respect of the Guarantor, to: Hughes Space and Communications International, Inc. Bldg. S24, Mail Station D545 Post Office Box 92919, Airport Station Los Angeles, California 90009 113 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- Telephone: (310) 364-5729 Facsimile: (310) 364-9644 Attention: Dennis R. Beeson Manager, Contracts 114 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- 12. Applicable law and jurisdiction. 12.1 This Guarantee shall be governed by and construed in accordance with the laws of England. 12.2 The provisions of ARTICLE 30 (Disputes and Arbitration) of the Contract shall apply mutatis mutandis to this Guarantee. Dated _____ day of December, 1995 -------------------------------------- for and on behalf of I-CO GLOBAL COMMUNICATIONS (OPERATIONS) LTD. -------------------------------------- for and on behalf of HUGHES ELECTRONICS CORPORATION 115 CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I TERMINATION LIABILITY CALCULATION 7 DECEMBER 1995 I-CO Global Communications Hughes Space & (Operations) Limited Communications International, Inc. - --------------------------------- ---------------------------------- Olof Lundberg Gerald L. Dutcher Chief Executive Officer Executive Vice President 116 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - ------------------------------------------------------------------------------- TABLE OF CONTENTS 1 Termination Calculations ........................................... 1 2 Termination Liabilities ............................................ 2 2.1 Atlas IIA Termination Liability .................................... 2 Delta-III Termination Liability .................................... 2 Proton Termination Liability ....................................... 3 Zenit Termination Liability ........................................ 3 2.2 Effect of Atlas Launch Service Postponement ........................ 3 2.3 Effect of Sea Launch Launch Service Postponement ................... 4 2.4 Effect of Proton Launch Service Postponement ....................... 4 2.5 Effect of Delta-III Launch Service Postponement .................... 4 2.6 Delta-III Termination Liability Mitigation ......................... 5 2.7 Alternate Launch Service Provider(s) ............................... 6
- ------------------------------------------------------------------------------- 117 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - ------------------------------------------------------------------------------- 1 TERMINATION CALCULATIONS CALCULATION 1. If the Termination Liability in ARTICLE 17 of the Contract ("Termination Liability") is to be calculated in accordance with CALCULATION 1, then the Termination Liability of I-COGC to Hughes for each terminated Launch Service shall equal the amount derived from the formula below: ----------------------------------------------------------------------- Launch Service Cost x the relevant Termination Liability Percentage defined herein ----------------------------------------------------------------------- CALCULATION 2. If the Termination Liability in ARTICLE 17 of the Contract is to be calculated in accordance with CALCULATION 2, then the Termination Liability of I-COGC to Hughes for each terminated Launch Service shall equal the amount derived from the applicable formula below: 1) For each Launch Service provided via a Longterm Launch Service Agreement: * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. ----------------------------------------------------------------------- - ------------------------------------------------------------------------------- PAGE 1 118 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - ------------------------------------------------------------------------------- 2. TERMINATION LIABILITIES 2.1 Termination Liabilities for each terminated Launch Service provided via a longterm Launch Services Agreement shall be as follows: ATLAS IIA Termination liability * Delta-III Termination Liability * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. - ------------------------------------------------------------------------------- PAGE 2 119 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - ------------------------------------------------------------------------------- * Zenit Termination Liability * 2.2 Effect of Atlas Launch Service Postponement. In the event that the Atlas Launch Service Provider declares a delay to the Launch Slot or Launch Period, the revised Launch Period as agreed between Hughes and the Atlas Launch Service Provider shall be used for the purpose of determining the appropriate percentage to utilize in calculating the applicable termination charge. In the event that Hughes or I-COGC declare a delay to the Launch Period or Launch Slot, the Launch Period or Launch Slot in effect prior to the declaration of delay shall be used for the purpose of determining the appropriate percentage to utilize in calculating the applicable termination charge. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. PAGE 3 120 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - ------------------------------------------------------------------------------- 2.3. Effect of Sea Launch Service Postponement. If Sea Launch declares or experiences a postponement for any Launch Service, the revised Launch Period, Launch Slot or Launch Date (as applicable) shall be used for the purpose of determining the appropriate percentage to utilize in calculating the Termination Liability for the postponed Launch Service(s). In the event that Hughes or I-COGC declares a delay to a Zenit Launch Service, (i) the Termination Liability value for the postponed Launch Service, as of the date of postponement, shall be calculated utilizing the applicable table above and shall remain constant (i.e. not increase) during the applicable postponement period; and (ii) upon conclusion of the postponement period, the Termination Liability for the postponed Launch Service shall again increase based upon the applicable Termination Liability table above and the revised Launch Period, Launch Slot or Launch Date (as applicable) as agreed between Hughes and the Zenit Launch Service Provider. 2.4 Effect of Proton Launch Service Postponement. If the Proton Launch Service Provider declares or experiences a postponement for any Launch Service, the revised Launch Period, Launch Slot or Launch Date (as applicable) shall be used for the purpose of determining the appropriate percentage to utilize in calculating the Termination Liability for the postponed Launch Service(s). In the event that Hughes or I-COGC declares a delay to a Proton Launch Service, (i) the Termination Liability value for the postponed Launch Service, as of the date of postponement, shall be calculated utilizing the applicable table above and shall remain constant (i.e. not increase) during the applicable postponement period; and (ii) upon conclusion of the postponement period, the Termination Liability for the postponed Launch Service shall again increase based upon the applicable Termination Liability table above and the revised Launch Period, Launch Slot or Launch Date (as applicable) as agreed between Hughes and the Proton Launch Service Provider. 2.5 Effect of Delta-III Launch Service Postponement, If the Delta-III Launch Service Provider declares or experiences a postponement for any Launch Service, the revised Launch Period, Launch Slot or Launch Date (as applicable) shall be used for the purpose of determining the appropriate percentage to utilize in calculating the Termination Liability for the postponed Launch Service(s). - ------------------------------------------------------------------------------- PAGE 4 121 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - ------------------------------------------------------------------------------- In the event that Hughes or I-COGC declares a delay to a Delta-III Launch Service prior to Launch minus 24 months, i) the Termination Liability value for the postponed Launch Service, as of the date of postponement, shall be calculated utilizing the applicable table above and shall remain constant (i.e. not increase) during the applicable postponement period; and ii) upon conclusion of the postponement period, the Termination Liability for the postponed Launch Service shall again increase based upon the applicable Termination Liability table above and the revised Launch Semester as agreed between Hughes and the Delta-III Launch Service Provider. In the event that Hughes or I-COGC declare a delay to a Delta-III Launch Service after Launch minus 24 months, the Launch Period or Launch Slot in effect prior to the declaration of delay shall be used for the purpose of determining the appropriate percentage to utilize in calculating the applicable termination charge. 2.6 Delta-III Termination Liability Mitigation. If any Delta-III Launch Service is terminated by I-COGC for convenience, then I-COGC shall be entitled to receive an equitable adjustment to the Termination Liability amount if any Hardware (for the purposes of this Paragraph, Hardware is defined as the affected Launch Vehicles) or any portion thereof) is subsequently utilized for Launch Services for any third party customer of the Delta-III Launch Service Provider. Upon the transfer or utilization of any Hardware (as defined in EXHIBIT C) for a Launch Service for such third party customer, the Parties and the Delta-III Launch Service Provider shall negotiate in good faith to determine the amount of the applicable equitable adjustment. Such applicable equitable adjustment shall account for, via exclusion, the Launch Service Provider's reasonable costs, including but not limited to inventory carrying fees, unrecoverable costs, reasonable re-programming costs, and the Launch Service Provider's profit which would have been earned had the Launch Service not been terminated, for each terminated Launch. Any equitable adjustment shall be payable by the Launch Service Provider within thirty (30) days of the later of i) the completion of good faith negotiations between the Parties; or ii) the sale of the eleventh Delta III Launch Service by the Launch Service Provider, to any party, excluding any Launch terminated herein. Hughes shall forward to I-COGC any equitable adjustment value derived in accordance with this paragraph within five (5) Business Days of receipt of such amount from the Delta-III Launch Service Provider. - ------------------------------------------------------------------------------- PAGE 5 122 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I CONTRACT NO: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - ------------------------------------------------------------------------------- 2.7 Alternate Launch Provider(s). Termination Liability percentages/amounts for Launch Services not provided via a Longterm Launch Service Agreement shall be incorporated into this EXHIBIT I upon the execution of a Launch Service Agreement between Hughes and the relevant Launch Service Provider (such agreement must be approved by I-COGC prior to execution). - ------------------------------------------------------------------------------- PAGE 6 123 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - ------------------------------------------------------------------------------- Contract Number: ICOO/95-1003/YW AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT BETWEEN ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED & HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. 7 December 1995 124 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - ------------------------------------------------------------------------------- TABLE OF CONTENTS
Article Title ------- ----- 1 Definitions ....................................................... 2 2 Scope of Work ..................................................... 8 3 Launch Scheduling ................................................. 9 4 Contract Price, Payment and Adjustments ........................... 22 5 Manifest Management ............................................... 31 6 Reserved .......................................................... 32 7 Permits and Licenses: Government Approvals ........................ 33 8 Launch Reviews .................................................... 35 9 Title ............................................................. 36 10 Force Majeure ..................................................... 37 11 Reserved .......................................................... 39 12 Access to Work in Progress and Data ............................... 40 13 Indemnification ................................................... 41 14 Warranty .......................................................... 43 15 Risk to Satellite ................................................. 44 16 US Government Third Party indemnification ......................... 45 17 Termination ....................................................... 46 18 Data Rights ....................................................... 54 19 Reserved .......................................................... 55 20 Rights in Inventions .............................................. 56 21 Confidentiality ................................................... 57 22 Interpretation .................................................... 60 23 Publicity ......................................................... 62 24 Notices ........................................................... 63 25 Integration ....................................................... 65 26 Assignment ........................................................ 66 27 Severability ...................................................... 68 28 Reserved .......................................................... 69 29 Reserved .......................................................... 70 30 Disputes and Arbitration .......................................... 71 31 Reserved .......................................................... 72 32 Replacement Launches .............................................. 73 33 Options ........................................................... 74 34 Limitation of Liability ........................................... 76 35 Miscellaneous ..................................................... 77
PAGE i 125 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - ------------------------------------------------------------------------------- THIS CONTRACT is effective as of the 7th Day of December, 1995. BETWEEN: ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, a company incorporated in the Cayman Islands as an Exempted Company having its registered office at the Huntlaw Building, P.O. Box 1350, Fort Street, Georgetown, Grand Cayman, Cayman Islands (hereinafter referred to as "ICOGC"); and HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC., a company in incorporated under the laws of the State of Delaware, U.S.A., with a place of business in El Segundo California, (hereinafter referred to as "Hughes"). WHEREAS, ICOGC desires to procure Launch Services and Management Services in support of the twelve (12) Satellites procured under a separate but interrelated Satellite Contract dated 03 October 1995, No. ICOO/95-1002/NR; and WHEREAS, Hughes desires to supply Launch Services and Management Services in accordance with the terms and conditions herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, and intending to be legally bound hereby, the Parties hereto agree as follows: PAGE 1 126 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - ------------------------------------------------------------------------------- ARTICLE 1 DEFINITIONS In this Contract, unless the context otherwise requires, the following terms shall have the meaning stated hereunder: A "Affiliate" means, with respect to a Party, any subsidiary or holding company (as determined by the Companies Act 1985 of Great Britain) at any tier of such Party. B "Associate" means any individuals or legal entities, organized under public or private law, who shall, directly or indirectly, on behalf of or at the direction of either Party to this Contract fulfill any of the obligations undertaken by such Party in this Contract including, but without limitation, the Affiliates, Subcontractors, Consultants, employee officers, directors or agents of each of them and of each of the Parties. For the avoidance of doubt, Hughes in its role as a satellite supplier under the Satellite Contract shall not be deemed an Associate of ICOGC. C "Business Day" means a Day on which ICOGC or Hughes is open for business excluding Saturdays, Sundays and public holidays. D "Consultant(s)" means a person or organization identified to Hughes, which person is retained by ICOGC to provide ICOGC with technical advice and/or management services. E "Contract" means this written instrument embodying the agreement between Hughes and ICOGC, including the EXHIBITS annexed hereto and made a part of this Contract, as may be varied in accordance with the provisions of this Contract. F "Contract Price" means the total amount expressed in this Contract ARTICLE 4 CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, as may be varied in accordance with the provisions of this Contract. G "Conversion" or "Convert" means for Delta-III and Zenit Launch Services, the right which Hughes has to convert a Firm Launch (as defined in EXHIBIT C or E) to an PAGE 2 127 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - ------------------------------------------------------------------------------- Optional Launch when a Firm Launch is postponed more than six (6) months beyond the relevant Launch Semester. H "Day" means a continuous 24-hour period commencing at 24:00 Midnight (Greenwich Mean Time). I "Designated Launch Site" means the launch facility provided, and used, by the relevant Launch Service Provider. J "Documentation" means documentation to be delivered under this Contract, as more fully described in EXHIBIT A, STATEMENT OF WORK. K "Effective Date of Contract (EDC)" means the last date that this Contract was duly signed by both Parties. L "Government Agency" means any governmental body, agency or entity, which has jurisdiction over this Contract, the Designated Launch Sites, the Launch Vehicles or any other facet of the Launch Services or Management Services provided herein. M "I-COSL" means I-CO Services Limited. I-COSL has been appointed a Consultant and has been given authority under an agreement with ICOGC to manage this Contract on behalf of ICOGC. All notices, instructions or consultations which are given or engaged in by I-COSL in the performance of its management and consultancy functions in relation to this Contract shall be deemed, pursuant to the aforesaid agreement, to have been given by ICOGC and shall be binding on ICOGC. Notwithstanding the foregoing, I-COSL is not authorized to vary the terms of this Contract in any manner whatsoever unless and to the extent that the ICOGC authorized representative referred to in ARTICLE 24, NOTICES, advises Hughes in writing to the contrary. N "Intentional Ignition" means the intentional ignition of any first stage motor of Launch Vehicle by the Launch Service Provider or, for Atlas Launch Services, the PAGE 3 128 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - ------------------------------------------------------------------------------- point in time during the launch countdown when initiation of the gas generator ignitor. firing command and firing of any of the gas generator ignitors occurs. O "Launch" means: for Atlas Launch Services, the Intentional Ignition of the first stage engines of the Launch Vehicle carrying the Satellite followed by either release of the Launch Vehicle from the launcher holddown restraints or Satellite and Launch Vehicle damage or destruction sufficient so that both the Satellite and the Launch Vehicle are declared total losses; or for Delta-III Launch Services, the Intentional Ignition of the first stage solid rocket motors of the Delta III Launch Vehicle; or for Proton Launch Services, the intentional ignition of the first stage engines of a Launch Vehicle carrying a Satellite, followed by physical separation of the Launch Vehicle from the ground support equipment, unless such event constitutes a Terminated Ignition (as such term is defined in EXHIBIT D); or for Zenit Launch Services, the point in time when an electronic signal is sent to command the opening of any first stage propellant valves. A launch is deemed to have occurred even if there is a Total Failure, Total Constructive Failure or Partial Failure of the Launch Vehicle (as such terms are defined in EXHIBIT E); P "Launch Date" means the single Day on which the relevant Launch Service(s) shall be performed by the Launch Service Provider. Q "Launch Period" means the three (3) Month period in which the relevant Launch Service shall be performed by the Launch Service Provider. In the case of Atlas Launch Services, the Launch Period shall be a five (5) Month period. R "Launch Revision Fees" means any amount payable by Hughes to a Launch Service Provider as a consequence of the implementation, for any reason, in accordance with PAGE 4 129 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- the provisions of this Contract, of a Launch Service Provider substitution or a Launch Service acceleration or postponement for any Launch Service, which amount may include, but is not limited to, termination liability values, postponement fees, liquidated damages, and/or escalation values. S "Launch Service Fee" means as appropriate, the relevant fee for each Launch Service, as defined in Table 2 or Table 4 of ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS. T "Launch Service Cost" means the fee which Hughes pays to a Launch Service Provider to provide/perform the relevant Launch Services. U "Launch Service(s)" means, in relation to a Satellite, the services provided by the Launch Service Provider to integrate and Launch such Satellite under the relevant Launch Service Agreement, including furnishing the Launch Vehicle, launch support equipment and facilities, as defined in EXHIBIT A, STATEMENT OF WORK, for the purpose of launching a Satellite into the intermediate circular orbit defined in Exhibit B (Satellite Technical Specification) of the Satellite Contract. V "Launch Service Provide" means the organization(s) which Hughes has contracted or will contract with to perform Launch Service(s), and shall include, but not be limited to, those persons referred to in Table 1 of ARTICLE 3, LAUNCH SCHEDULING. W "Launch Service Agreement" means the contract(s) executed between Hughes and the Launch Service Provider(s) for the provision of Launch Service(s) in support of this Contract which shall be either: i) an existing Longterm Launch Service Agreement executed (or for the Zenit Launch Vehicle to be executed) between Hughes and the Launch Service Provider(s); or ii) a unique contract specifically negotiated by Hughes in support of this Contract. X "Launch Slot" means the thirty (30) Day period within the Launch Period in which relevant Launch Service(s) shall be performed by the Launch Service Provider. Page 5 130 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Y "Launch Vehicle" means, in relation to a Satellite, the Launch Vehicle on which that Satellite is scheduled to be launched or is actually launched. Z "Longterm Launch Service Agreement" means the contract between Hughes and certain Launch Service Provider(s) for the provision of multiple Launch Services in support of any Hughes customer program(s). AA "Management Services" means those services provided by Hughes that are required to effect the provision and scheduling of the Launch Service for each Satellite with the relevant Launch Service Provider, as defined in EXHIBIT A, STATEMENT OF WORK. BB "Month" means a calendar Month. CC "Net Present Value" means the value arrived at by discounting, on a monthly basis current and future amounts under this Contract to the present date of calculation utilizing the Royal Bank of Scotland Base Rate in existence on the date of calculation plus two percent (2%). DD "Party" or "Parties" means an entity or all entities, according to the context, which has or have signed this Contract. EE "Satellite" means Satellite to be provided to ICOGC pursuant to the Satellite Contract. The term "Satellite" shall be interchangeable with the term "Spacecraft" and has the same meaning. FF "Satellite Contract means Contract No. ICOO/95-1002/NR executed between Hughes and ICOGC for the procurement of twelve (12) Hughes "manufactured Satellites" for ICOGC. GG "Statement of Work" means the Statement of Work which is incorporated herein and made a part of this Contract and is EXHIBIT A to this Contract. - -------------------------------------------------------------------------------- Page 6 131 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- HH "Subcontractor" means a person, firm, corporation, consultant or business entity which has been awarded a subcontract by Hughes, to provide a portion of the Work covered by this Contract. II "Work" means all labor, services, acts (including tests to be performed), items materials, articles, data, documentation, equipment matters and things required to provide the Management Services and the Launch Services. The following expressions defined in the Satellite Contract shall, when used in this Contract bear the same meanings therein, save where the context otherwise requires: A. "Delivery" B. "Delivery Date" C. "ICO Program" D. "Launch Attempt" The Article and Paragraph headings are for convenience of reference only and shall not be considered in interpreting this Contract. Where the context so requires, words importing the masculine gender include the feminine and neuter gender. The recitals of this Contract are descriptive only and shall not create or affect obligations of the Parties. - -------------------------------------------------------------------------------- Page 7 132 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 2 SCOPE OF WORK 2.1 In accordance with the terms and conditions of this Contract, Hughes shall procur Launch Services and provide Management Services in support of the Launch and deployment of the twelve (12) Satellites procured by ICOGC under the Satellite Contract. Hughes shall furnish and perform the Launch Services and Management Services in accordance with the provisions of this Contract and shall perform the Work to the extent and in the manner specified in the following documents, which are attached hereto and made a part of this Contract:
DOCUMENT DATE -------- ---- EXHIBIT A - STATEMENT OF WORK 1 July 1996 EXHIBIT B - ICOGC RIGHTS AND REMEDIES FOR 1 July 1996 ATLAS LAUNCH SERVICES EXHIBIT C - ICOGC RIGHTS AND REMEDIES FOR 1 July 1996 DELTA-III LAUNCH SERVICES EXHIBIT D - ICOGC RIGHTS AND REMEDIES FOR 1 July 1996 PROTON LAUNCH SERVICES EXHIBIT E - ICOGC RIGHTS AND REMEDIES FOR ZENIT 1 July 1996 LAUNCH SERVICES EXHIBIT F - MILESTONE PAYMENT PLAN 1 July 1996 EXHIBIT G - ICOGC GUARANTEE 1 July 1996 EXHIBIT H - HUGHES GUARANTEE 1 July 1996 EXHIBIT I - TERMINATION LIABILITY CALCULATION 1 July 1996
2.2 In the event of any inconsistency among or between the parts of this Contract, such inconsistency shall be resolved by giving precedence in the order of the the parts as set forth below: A. Contract Articles and EXHIBIT I B. EXHIBITS B through E C. EXHIBIT A D. EXHIBIT F E. EXHIBIT G and H - -------------------------------------------------------------------------------- Page 8 133 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 3 LAUNCH SCHEDULING 3.1 Launch Manifest. In accordance with the provisions of this Contract, Hughes shall utilize the Launch Service Provider(s) and Launch Dates specified in Table 1 below establishing the baseline Launch Services manifest (set out as Table 1 below) on behalf of ICOGC: TABLE 1: BASELINE LAUNCH SERVICES MANIFEST
Launch Launch Service Provider(1) Launch LTA(2) Launch Target Vehicle Launch # Period Launch Date(s) - --------------------------------------------------------------------------------------------------------------------- 1 Lockheed Martin Atlas-IIAS * Commercial Launch Services - --------------------------------------------------------------------------------------------------------------------- 2 Lockheed-Krunichev-Energia Proton * International - --------------------------------------------------------------------------------------------------------------------- 3 Lockheed-Krunichev-Energia Proton * International - --------------------------------------------------------------------------------------------------------------------- 4 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------------- 5 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------------- 6 Sea Launch Limited Partnership Zenit * - --------------------------------------------------------------------------------------------------------------------- 7 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------------- 8 Sea Launch Limited Partnership Zenit * - --------------------------------------------------------------------------------------------------------------------- 9 Lockheed-Krunichev-Energia Proton * International - --------------------------------------------------------------------------------------------------------------------- 10 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------------- 11 Sea Launch Limited Partnership Zenit * - --------------------------------------------------------------------------------------------------------------------- 12 McDonnell Douglas Corporation Delta-III * - ---------------------------------------------------------------------------------------------------------------------
1: Indicated Launch Services are provided through a Longterm Launch Service Agreement between Hughes and the relevant Launch Service Provider(s). 2. The referenced Launch Number (Launch #) indicates what type of Launch Service (i.e. Firm or Option) and which Launch Service or Launch Semester (i.e. Number 5 of 10 purchased by Hughes) shall be provided by Hughes to I-COGC. - -------------------------------------------------------------------------------- The procedures between Hughes and the Launch Service Providers for determining Launch Period, Slot or Day are as set out in Exhibits B through E as applicable (or as - -------------------------------------------------------------------------------- * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. - -------------------------------------------------------------------------------- Page 9 134 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- may be set out in any unique Launch Service Agreement). Hughes' selection of Launch Slots or Launch Days shall be made in the best interest of the ICO program and shall be submitted to ICOGC for approval (which shall not be unreasonably withheld) no later than one Month prior to the finalization date of said selection with the appropriate Launch Service Provider. If any alternate Launch Slot or Day is counter-proposed by a Launch Service Provider in accordance with Exhibits B trough E as applicable then Hughes' response or acceptance shall similarly require ICOGC approval. If ICOGC disapproves said selection, it shall notify Hughes no later than ten (10) Business Days following notification by Hughes of the selection in order to allow time for resolution of the disagreement between the Parties. 3.1.1 References. References to "Launch 1" in this Contract shall be references to the Launch numbered 1 as set out in Column 1 of Table 1 and the same references shall apply for Launches 2 through 12. 3.1.2 Prior to 05 July 1996 and without prejudice to any other rights of ICOGC under this Contract, ICOGC shall have the right to: (a) postpone any or all Launch Periods in TABLE 1 above by up to six (6) months; and (b) rearrange the order in which the Launch Vehicles referred to in TABLE 1 above are allocated to a Launch. Such rights shall, however, be subject to: (a) the scheduling constraints set forth in Article 3.3.3; and (b) no Zenit Launch Service being scheduled prior to 01 November 1999. The exercise of such rights prior to 05 July 1996 shall have no effect on Contract or the Contract Price except for (i) any adjustments to EXHIBIT F MILESTONE PAYMENT PLAN, and (ii) any Launch Service Fee adjustments as - -------------------------------------------------------------------------------- Page 10 135 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- referenced in Table 4 of ARTICLE 4, PRICE, PAYMENTS AND ADJUSTMENTS, nor shall the exercise of such rights reduce any postponement rights or periods granted to Hughes or ICOGC under this Contract or any Launch Service Agreement. 3.2 Launch Service Provider Changes. Prior to Launch, ICOGC may direct and Hughes may propose a Launch Service Provider substitution as follows: 3.2.1 ICOGC Launch Service Provider Substitutions Prior To Or On 05 July 1996. Prior to or on 05 July 1996 and subject o ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, ICOGC shall be entitled to direct Hughes by written notice ("Substitution Notice") to substitute any Launch Service Provider(s) from those specified in Table 1 ("Original LSP") with a new Launch Service Provider ("New LSP") solely for the purposes of maximizing reliability, schedule confidence and/or scheduling flexibility. Such request by ICOGC shall be based upon the schedule, technical or reliability performance of the Launch Service Provider. Any substitution shall be implemented as follows: i) The Substitution Notice shall be served on Hughes prior to or on 05 July 1996; and ii) In the event that ICOGC directs Hughes to utilize a Launch Service Provider which does not provide Launch Services via a Longterm Launch Service Agreement (i.e. a unique Launch Service Agreement) Hughes shall use all reasonable efforts to fully negotiate unique Launch Service Agreement in support of this Contract, which Launch Service Agreement shall be reviewed and approved by ICOGC prior to execution by Hughes. Hughes shall not be required to effect any substitution until ICOGC has approved the final draft of the unique Launch Service Agreement and such agreement has been validly executed by all pares thereto; and - -------------------------------------------------------------------------------- Page 11 136 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- iii) The Substitution Notice shall specify the New LSP, which shall be a person listed in Exhibit B (Satellite Technical Specification) of the Satellite Contract and shall identify the Original LSP and Launch number for which the substitution is to be effected; and iv) Any such substitution shall only be effected in accordance with ARTICLE 3.3.3; and v) Hughes shall bear any and all Launch Revision Fees arising as a result of effecting such substitution; and vi) Subject to paragraph "iv)" above, Hughes shall effect the substitution of the Original LSP for the new LSP as soon as reasonably possible following receipt by Hughes of the Substitution Notice. 3.2.2 ICOGC Service Provider Substitutions After 05 July 1996. After 05 July 1996 and subject to ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, ICOGC shall be entitled to direct Hughes by Substitution Notice to substitute any Original LSP with a New LSP for any reason. Any Substitution shall be implemented follows: i) The Substitution Notice shall be served on Hughes after 05 July 1996 and prior to Launch; and ii) In the event that ICOGC directs Hughes to utilize a Launch Service Provider which does not provide Launch Services via a Longterm Launch Service Agreement (i.e. unique Launch Service Agreement) Hughes shall use all reasonable efforts to fully negotiate a unique Launch Service Agreement in support of this Contract, which Launch Service Agreement shall be reviewed and approved by ICOGC prior to execution by Hughes. Hughes shall not be required to effect any substitution until ICOGC has approved the final draft - -------------------------------------------------------------------------------- Page 12 137 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- of the unique Launch Service Agreement and such agreement has been validly executed by all parties thereto; and iii) The Substitution Notice shall specify the New LSP, which shall be a person listed in Exhibit B (Satellite Technical Specification) of the Satellite Contract and shall identify the Original LSP and Launch number for which the substitution is to be effected; and iv) Any such substitution shall only be effected in accordance with ARTICLE 3.3.3; and v) ICOGC shall bear any and all Launch Revision Fees arising as a result of effecting a substitution; and vi) Subject to paragraph "iv)" above, Hughes shall effect the substitution of the Original LSP for the New LSP as soon as reasonably possible following receipt by Hughes of the Substitution Notice. 3.2.3 ICOGC Launch Service Provider Changes Due to Zenit Launch Services. Launch Services scheduled to be provided by Sea Launch Limited Partnership ("Sea Launch") for Launch on a Zenit Launch Vehicle (without prejudice to ICOGC's right to substitute Launch Service Providers in accordance with ARTICLE 3.2.1 and 3.2.2 above) are scheduled subject to the following conditions ("Conditions"); a) No Launch Service herein shall occur on the first or second launch of the Zenit Launch Vehicle by Sea Launch; and b) Hughes having entered into a Longterm Launch Service Agreement by 05 June 1996 with Sea Launch which Hughes determines supports this Contract, the latest draft of which forms the basis of EXHIBIT E, ICOGC RIGHTS AND REMEDIES FOR ZENIT LAUNCH SERVICES. - -------------------------------------------------------------------------------- Page 13 138 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Hughes shall notify ICOGC of such determination within thirty (30) Days of entering into such Launch Services Agreement; and c) Sea Launch having successfully completed all development and integration activities to validate the Sea Launch system and having performed at least one (1) successful launch six (6) months prior to the Launch Semester for a relevant Zenit Launch Service for ICOGC; and d) For Launch 6, the first launch of a Zenit Launch Vehicle by Sea Launch being scheduled by 01 November 1997 to occur prior to or on 31 December 1998; and e) For Launches 89 and 11, the first launch of a Zenit Launch Vehicle by Sea Launch has not occurred by 01 March 1998 and is not scheduled 01 March 1998 to occur prior to or on 30 June 1999. In relation to each of Launches 6, 89 and 11, in the event that any of the conditions are not satisfied by the dates set out above, ICOGC shall be entitled to serve a Substitution Notice in accordance with ARTICLE 3.2.1 above (which ARTICLE shall apply hereto mutatis mutandis) for the relevant Launch: 3.2.4 Hughes Launch Service Provider Substitutions, In the performance of its Management Services, Hughes may propose to ICOGC a substitution to a Launch Service Provider. Any proposal by Hughes shall, as a minimum, identify the relevant Launch Service(s), explain the rationale for substituting the Launch Service Provider(s), identify the proposed Launch Service Provider, and quantify the price and payment schedule impact. Upon receipt of such proposal, ICOGC shall notify Hughes whether the submitted Launch Service Provider substitution proposal is accepted or rejected. Such notice period shall be thirty (30) Days or such shorter period of time as required under - -------------------------------------------------------------------------------- Page 14 139 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- the length of that shorter period. If ICOGC elects to accept such proposal, the provisions of ARTICLE 4, CONTRACT PRICE, PAYMENT, AND ADJUSTMENTS, shall apply and ICOGC shall be solely responsible for any Launch Revision Fees and other fees and costs charged by the Launch Service Provider and specified in the accepted proposal. At no point in time may Hughes substitute a Launch Service Provider without the express written consent of ICOGC. 3.2.5 Payments. If any substitution in ARTICLES 3.2.1, 3.2.2, 3.2.3 or 3.2.4 above results in ICOGC having paid more under EXHIBIT F, MILESTONE PAYMENT PLAN, than it would otherwise have paid had that substitution not occurred, at ICOGC's written direction, Hughes shall either (i) reimburse any excess amount to ICOGC in accordance with ARTICLE 4.8 within (a) fifteen (15) Days or (b) within five (5) Business Days from receipt of the applicable amount from the Launch Service Provider, whichever is later, or (ii) retain such amount and credit the amount against subsequent milestone payments specified in EXHIBIT F, MILESTONE PAYMENT PLAN, in sequence until such amount has been fully credited against such milestone payments. 3.3 Launch Schedule Adjustments. Either Party may, at any time prior to Launch, request to accelerate or postpone any Launch Period specified in Table 1, or the relevant Launch Slot or Launch Date, as applicable, as provided below: 3.3.1 Any request or proposal to accelerate or postpone any Launch Service by either Party under this Paragraph 3.3.1 shall be submitted and negotiated in accordance with ARTICLE 22.3, and a subject to the relevant rights and obligations specified in this Contract and EXHIBITS B through E, as applicable, and the scheduling constraints specified in ARTICLE 3.3.3 below. ICOGC shall be solely responsible for any Launch Revision fees associated with any Launch Service acceleration or postponement requested by either Party except for those Launch Revision Fees which are based solely on the late Delivery by Hughes of the relevant Satellite or other associated deliverables [Copy Missing] - -------------------------------------------------------------------------------- Page 16 140 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Contract, no Launch Service Provider substitution(s) and/or Launch Service accelerations or postponements shall be effected unless they shall be effected within and in accordance with the following scheduling constraints: a) EXHIBITS B through E, as applicable; and b) ICOGC may not utilize more than six (6) Launch Services under any single Longterm Launch Service Agreement without the prior written agreement of Hughes, which agreement shall not be unreasonably withheld; and, c) Any constraints imposed by a Government Agency on the provision of Launch Services by a Launch Service Provider. On a case by case basis, Hughes agrees to use its reasonable efforts in attempting to improve scheduling flexibility by negotiating with the relevant Launch Service Provider(s) to minimize the effect or existence of constraints specified above. 3.3.4 Hughes Mitigation. If ICOGC directs (or otherwise requires) Hughes to pursue course of action or to utilize the services of a specific Launch Service Provider, in circumstances where Hughes would be liable for Launch Revision Fees or for a Launch Service Fee, when Hughes may otherwise be able to implement an alternate course of action or procure/schedule alternate Launch Services which meet the requirements of this Contract at a lesser amount of Launch Revision Fees or a lower Launch Service Fee, and where such alternative course of action or Launch Services are supportive of the overall schedule and other requirements of this Contract, then ICOGC shall solely bear any difference between (i) the course of action or Launch Service Provider selection required by ICOGC and (ii) the amount of Launch Revision Fees and/or the Launch Service Fee associated with the Hughes alternate course of action or Launch Service Provider selection. The Parties - -------------------------------------------------------------------------------- Page 17 141 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- agree to consult with one another in order to minimize such costs, subject to ICOGC's schedule and other requirements as specified in this Contract. 3.4 Launch Service Provider Postponements. If a Launch Service Provider notifies Hughes that any Launch Service shall be postponed, Hughes shall immediately notify ICOGC of such postponement in accordance with ARTICLE 24, NOTICES. Hughes shall ascertain the nature and extent of the postponement and consult with ICOGC to determine and implement a course of action with the purpose of mitigating any schedule or cost impacts resultant from the relevant Launch Services postponement. In the event that the course of action dictated by ICOGC when implemented results in any Launch Revision Fees, ICOGC shall be solely responsible for the payment of such Launch Revision Fees. 3.5 Liquidated Damages. 3.5.1 For those Launch Service Providers defined in the Table below, ICOGC may elect, no later than 05 July 1996, to impose on Hughes the requirement to pay liquidated damages for the postponement of any Launch Service provided by the Launch Service Provider. Such election by ICOGC shall be submitted to Hughes in writing and shall be at no additional cost to ICOGC. Upon election and notification by ICOGC, Hughes shall develop and submit to ICOGC a liquidated damages schedule (the "LD Schedule") which shall be consistent with the ICOGC requirement but based upon the amounts and constraints defined in the table below and define the liquidated damages date, grace period (if applicable), and daily liquidated damages amount. 142 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - --------------------------------------------------------------------------------
LAUNCH SERVICE PROVIDER LIQUIDATED DAMAGES VALUES CONSTRAINTS - ---------------------------------------------------------------------------------------------------- Proton Liquidated damages for Proton Launch Liquidated damages shall not apply to Services shall be * per day. the first * days of Proton postponement. Liquidated damages The cumulative maximum liquidated shall not apply to any delay(s) to the damages per Launch Service shall not applicable Launch Service(s) caused due exceed * of the to a postponement by Hughes or ICOGC. relevant Launch Service Cost. - ---------------------------------------------------------------------------------------------------- Zenit Liquidated Damages for Zenit Launch Liquidated damages shall not apply to Services shall be * per day. the first * days of Sea Launch postponement. Liquidated damages Liquidated damages for Zenit Launch shall not apply to i) any Sea Launch Services shall not exceed * postponement based upon an event of of the applicable Launch Service Cost. force majeure, as defined in EXHIBIT E; ii) any postponement required due to Sea Launch's obligation to provide a replacement launch for any Sea Launch customer, and iii) any delay(s) to the applicable Launch Service(s) caused due to a postponement by Hughes or ICOGC. - ----------------------------------------------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 143 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 3.5.2. Other Launch Service Providers. For any Launch Service(s) provided by a Launch Service Provider(s) other than those defined in Paragraph 3.5.1 above, upon receipt of a written request from ICOGC, Hughes agrees to enter into good faith negotiations with the applicable Launch Service Provider(s) to attempt to include liquidated damages into the relevant Launch Service Agreement. Such notification from ICOGC must be submitted to Hughes (i) no later than 05 July 1996, or (ii) prior to definitization of the unique Launch Service Agreement, whichever is later. ICOGC shall be solely liable for any increase in any Launch Service Cost resulting from the inclusion of any liquidated damages into the relevant Launch Service Agreement. 3.5.3 Payment. Payment by Hughes to ICOGC of any liquidated damages value shall occur within five (5) business days after Hughes receives the corresponding liquidated damages payment from the relevant Launch Service Provider on which Hughes shall have imposed the same level of liquidated damages provided that Hughes shall never be under any obligation to ICOGC to effect payment of any liquidated damages for an amount greater than that received from the relevant Launch Service Provider. 3.5.4 ICOGC Postponement Fees. If ICOGC implements the liquidated damages defined in Paragraph 3.5.1 for any Zenit Launch Service, ICOGC shall be subject to postponement fees for any Launch Service postponement requested or directed by ICOGC. ICOGC postponement fees shall be: 144 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - --------------------------------------------------------------------------------
LAUNCH SERVICE PROVIDER ICOGC POSTPONEMENT FEE VALUES CONSTRAINTS - -------------------------------------------------------------------------------- Zenit ICOGC Postponement Fees for Zenit Liquidated damages shall not Launch Services shall be * per apply to the first * days day. of ICOGC postponement. Liquidated damages for Zenit Launch Services shall not exceed * of the applicable Launch Service Cost.
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 145 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 4 CONTRACT PRICE, PAYMENT AND ADJUSTMENTS 4.1 Contract Price. In consideration for i) the Launch Services referred to in Table 1, and ii) the Management Services specified herein, (subject to ARTICLE 4.2) the Contract Price is a firm fixed price of Nine Hundred Thirteen Million Three Hundred Ninety Two Thousand Two Hundred Seventy Two U.S. Dollars (US$913,392,272.00), which includes all taxes and duties and fees required by Hughes to provide the Management Services and Launch Services. ICOGC shall pay the Contract Price to Hughes in accordance with Table 3 below, which reflects the payment profiles for each of the relevant Launch Service Provider(s) and is presented in EXHIBIT F, MILESTONE PAYMENT SCHEDULE. The baseline Contract Price shall be apportioned as follows: TABLE 2 - BASELINE CONTRACT PRICE
UNIT PRICE LINE ITEM TOTAL ITEM DESCRIPTION (US DOLLARS) (US DOLLARS) - -------------------------------------------------------------------------------- 1 LAUNCH SERVICE FEE: 1(a) (1) Atlas II-AS Launch Services * * 1(b) (5) Delta-III Launch Services * * 1(c) (3) Proton Launch Services * * 1(d) (3) Zenit Launch Services * * 2 MANAGEMENT SERVICES FEE * * - -------------------------------------------------------------------------------- TOTAL CONTRACT PRICE $913,392,272.00(1)
- -------------- (1) Price includes any additional cost, if any, associated with an extended mission kit for the first Atlas II-AS Launch Service. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 146 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- TABLE 3 - BASELINE PAYMENT SCHEDULE
ATLAS DELTA-III PROTON ZENIT - ----------------------------------------------------------------------- 05 JULY 96 * * * L-27(1) * L-24 * L-21 * L-18 * * * * L-15 * * * L-12 * * * * L-9 * * * * L-6 * * * L-3 * L-1 * * * L+30 DAYS * * * *
- -------------------------------------------------------------------------------- NOTES: 1: "L" = the first Day of the Launch Period, Launch Slot, or Launch Date, whichever is applicable as of the date of the milestone payment. 2: L-24 and Launch Period selection 3: L-12 and Launch Slot selection 4: L-6 and Launch Date selection 5: L-15 and PDR complete - -------------------------------------------------------------------------------- 4.2 Launch Service Provider Substitutions. The Contract Price stated in ARTICLE 4.1 above assumes that the Launch Service(s) shall be performed by the Launch Service Provider(s) specified in Table 1 of ARTICLE 3.1 herein. If any Launch Service Provider is substituted in accordance with ARTICLE 3.2 herein, the Contract Price and the Baseline Payment Schedule stated in ARTICLE 4.1 above shall be revised to take into account the relevant Launch Service Fee and payment schedule defined in Table 4 and Table 5 below as they shall apply for the substituted Launch Services: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 147 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- TABLE 4 - LAUNCH SERVICE PROVIDER SUBSTITUTIONS
LAUNCH LAUNCH SERVICE FEE VEHICLE ($USD) - -------- ------------------- ATLAS-IIAS * per Month for every Month that the relevant Launch Service is scheduled to occur beyond 01 November 1998. Price will also be increased to reflect any additional delta cost associated with an extended mission kit, but such potential delta cost shall not exceed the amount, if any, paid by Hughes for such kit on the first Atlas IIAS Launch Service. Pricing is valued for Launch Services exercised prior to 01 January 1997, unless the Atlas Launch Services exercised prior to 01 January 1997, unless the Atlas Launch Service Provider agrees to extend such date. Proton * increased at an annual rate of * for any Launch beyond 01 July 2000. Pricing is valid for Launch Services provided through 31 December 2001. Delta-III * increased at an annual rate of * for any Launch exercised after 01 January 2002. Such escalation shall be applied for the period beginning on 01 January 2002 and ending on the Launch exercise date. Pricing is valid for Launch Services provided through 31 December 2005. Zenit * for each Month that the first Day of Launch Period is after 01 July 2000. Pricing is valid for Launch Services provided through 31 December 2005.
Note: Escalation calculations defined within this Table 4 for the Proton, Delta-III and Zenit Launch Vehicles shall not apply to any Launch which is scheduled at the date of Substitution to occur on those Launch Vehicles prior to 31 December 2000. In the event that any Launch is scheduled at the date of Substitution to occur on or after 01 January 2001, the escalation calculations/amounts defined above shall apply as specified above. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 148 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- TABLE 5 - SUBSTITUTION PAYMENT SCHEDULES
-------------------------------------------------------- ATLAS DELTA-III PROTON ZENIT ------------------------------------------------------------------------ Option * * * Exercise(2) ------------------------------------------------------------------------ L-24(1) * * ------------------------------------------------------------------------ L-21 * ------------------------------------------------------------------------ L-18 * * * * ------------------------------------------------------------------------ L-15 * * * ------------------------------------------------------------------------ L-12 * * * * ------------------------------------------------------------------------ L-9 * * * * ------------------------------------------------------------------------ L-6 * * * ------------------------------------------------------------------------ L-3 * ------------------------------------------------------------------------ L-1 * * * ------------------------------------------------------------------------ L+30 Days * * * * ======================================================================== Notes: 1: "L" = the first Day of the Launch Period, Launch Slot, or Launch Date, whichever is applicable as of the date of the milestone payment. 2: Option Exercise = upon direction to Hughes by ICOGC to substitute a Launch Service Provider and notification to the Launch Service Provider of Option Exercise 3: L-24 and Launch Period selection 4: L-12 and Launch Slot selection 5: L-6 and Launch Date selection 6: L-15 and PDR complete ------------------------------------------------------------------------
4.3 ILS Launch Service Fee Reduction. If Hughes is able to negotiate and obtain a reduced Launch Service Cost (in absolute value or on a Net Present Value basis) after the Effective Date of this Contract from (and for the Launch Service(s) relating to) the Atlas and/or Proton Launch Service Provider, then the Contract Price shall be reduced by an amount equal to * of the net difference between the initial Launch Service Cost to Hughes and the subsequent lower Launch Service Cost negotiated by Hughes multiplied by one (1) plus the General and Administrative fee of one percent (i.e. 1.01). The Contract Price reduction shall only apply to those Launch Services which are the subject of any such agreement with the Atlas and/or Proton * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 149 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Launch Service Provider. The Contract Price reduction value may be illustrated in formula format as follows: Net Contract Price Reduction = * If ICOGC should question any amount calculated under this Paragraph 4.3, subject to the execution of a non-disclosure agreement in a form reasonably acceptable to Hughes between all relevant parties, Hughes shall provide access to a third party auditor acceptable to both Parties, which third party auditor may review the relevant cost documentation and certify to ICOGC as to the validity of the Hughes reduction. 4.4 Alternate Launch Service Provider(s). If, at any time, ICOGC directs Hughes to utilize a Launch Service Provider which does not have a Longterm Launch Service Agreement with Hughes which provides Launch Services for a Satellite as of the date of the ICOGC request, the Contract Price stated in ARTICLE 4.1 above shall be revised to reflect the inclusion of i) the actual Launch Service Cost, inclusive of any applicable taxes, duties, or fees charged by the alternate Launch Service Provider; and ii) a fee equal to * of the Launch Service Cost. In addition, the payment schedule specified in EXHIBIT F, MILESTONE PAYMENT PLAN, shall be revised to reflect the milestone/payment schedule included in the relevant Launch Service Agreement. The * fee specified above shall be payable on a per Launch Service basis as follows: i) * shall be prorated over all of the applicable payments; and ii) * (2%) shall be payable upon Launch. 4.5 Payments. All payments specified in this ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, shall be made by ICOGC within fifteen (15) Days of receipt of a valid invoice and (i) for calendar based milestones, the occurrence of the applicable milestone, or (ii) for performance milestones, additionally upon certification from Hughes that the particular milestone event has been completed, whichever is * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 150 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- to payment shall make a written demand for, or shall submit an invoice if so requested by the payor, after such entitlement becomes established, and the payor shall make payment within fifteen (15) Days after receipt of a valid written demand or valid invoice unless the Contract specifies to the contrary. Notwithstanding any other term in this Contract, in no event shall Hughes be liable to ICOGC for any payment which originates from a Launch Service Provider (e.g. Launch Revision Fees, liquidated damages, or refund of payments for a terminated Launch Service) until Hughes has received the corresponding payment from the relevant Launch Service Provider. Any invoices will separately identify any applicable taxes and duties and shall be addressed to ICOGC at the following address: ICO Global Communications (Operations) Limited Huntlaw Building P.O. Box 1350 Fort Street Georgetown, Grand Cayman Cayman Islands but submitted both via an internationally recognized air courier and via telefax to: I-CO Services Limited 1 Queen Caroline Street Hammersmith, London W6 9BN United Kingdom Attention: Contract Administrator (Space Segment) Fax #44-181-600-1199 and with a copy given by hand to an authorized on-site representative of ICOGC at the Hughes' facility. 151 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 4.6 Payment Postponements. If any postponement of a Launch Service results in the postponement or delay of any payment(s) under a Launch Service Agreement for the postponed Launch Service, the payment schedule specified in EXHIBIT F, MILESTONE PAYMENT PLAN, shall be revised to reflect such delayed payment(s). 4.7 Payment Dispute. No dispute with respect to the payment of any amount under this Contract shall relieve the disputing Party of its obligation to pay all other amounts due and owing under this Contract. All disputed amounts, unless otherwise specified in the Contract, shall be paid into an interest-bearing escrow account at Bank of America, Concord, California, Account No. (to be established later), within fifteen (15) Days after receipt of invoice. After the dispute is settled, the Party entitled to the amount or part thereof in escrow shall receive such amount together with all interest thereon and the costs and fees associated with such escrow account shall be paid by each Party in inverse proportion to the amounts received by each Party. 4.8 Telegraphic Transfer. Amounts payable hereunder are to be remitted by telegraphic transfer to a bank to be advised in writing by Hughes or ICOGC, as the case may be. 4.9 Guarantee. Within 15 Days of EDC, both Parties shall provide a parent company guarantee of their obligations substantially in the form set forth in EXHIBIT H, HUGHES GUARANTEE, and EXHIBIT G, ICOGC GUARANTEE. 4.10 Letter of Credit. No later than 05 July 1996, ICOGC shall establish an irrevocable Letter of Credit in the amount of * . Such irrevocable Letter of Credit shall be issued by a bank of good international reputation of ICOGC's choice (issuing bank) and in a format reasonably acceptable to Hughes. The irrevocable Letter of Credit shall be issued in favor of Hughes and shall be valid until the last payment has been made as per EXHIBIT F, MILESTONE PAYMENT PLAN as such plan may be varied in accordance with the provisions of this Contract. The aforesaid Letter of Credit amount shall be adjusted to reflect the values listed below by the dates specified: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 152 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - --------------------------------------------------------------------------------
Date Revised Letter of Credit Amount --------------------------------------------------- *
ICOGC shall notify Hughes within five (5) Days of any recommended adjustments to the amount of the Letter of Credit. In the event ICOGC has not made a payment for a milestone within fifteen (15) Days after the receipt of Hughes' invoice and milestone completion certification when pursuant to ARTICLE 4.5 it was obligated to do so, the irrevocable Letter of Credit shall allow Hughes to immediately draw down an amount which Hughes certifies as the outstanding amount payable for that milestone. ICOGC will be responsible for all bank charges, expenses, and commissions relating to the irrevocable Letter of Credit required to be issued hereunder on Hughes' behalf save as may be incurred as a result of a delay in the last milestone payment beyond 01 January 2001 caused by a late Delivery by Hughes of the relevant Satellite or the associated deliverables beyond their respective Delivery Dates (where that * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 153 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- is solely caused by Hughes) or due to a material breach by Hughes of this Agreement in which case such bank charges (etc.) shall be borne by Hughes. Hughes shall notify ICOGC in writing if any Launch Service Provider substitution or Launch Service(s) postponement (as specified in ARTICLE 3, LAUNCH SCHEDULING) necessitates a revision in the adjustment dates and/or values (increase/decrease or acceleration/postponement) defined above. ICOGC shall revise the Letter of Credit as required within thirty (30) days of receipt of such written notice, or such later period as may be agreed between the Parties as reasonable under the circumstances. The Parties agree to regularly (at least once every six (6) Months) review the level of the Letter of Credit with a view to adjusting the Letter of Credit to cover the forecasted payment values. 154 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 5 MANIFEST MANAGEMENT 5.1 Launch Service Provider Cessation. If any Launch Service Provider utilized hereunder declares that it shall, or does, cease operations for a period equal to or greater than six (6) Months or it is anticipated that it will do so ("LSP Cessation"), Hughes will promptly confer with ICOGC to determine the feasibility of utilizing alternate launch opportunities (i.e., postponing or accelerating currently scheduled Launch Services) within the ICOGC launch services manifest (specified in Table 1 of ARTICLE 3, LAUNCH SCHEDULING, as adjusted by ARTICLE 3, LAUNCH SCHEDULING) and/or transferring any portion of the current Launch Services to alternate Launch Service Providers. 5.2 Revised Launch Opportunities. If after such review of the proposed/possible options presented by Hughes, ICOGC requests Hughes to pursue revised launch opportunity(ies), then Hughes shall attempt to create an equitable rescheduling amongst its satellite customers, giving priority based upon the launch manifests in existence as of the date of the LSP Cessation but taking into consideration limitations or technical compatibility with multiple launch vehicles of other Hughes' satellite customers similarly affected. In any event, ICOGC shall be responsible for (i) any Launch Revision Fees and (ii) any amounts specified in ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, associated with any rescheduling performed under this ARTICLE 5. 5.3 Rescheduling Rights. Hughes may however, reschedule the affected ICOGC Launch Service to a position other than that reflected in the launch manifests in existence as of the date of the LSP Cessation to provide another Hughes satellite customer(s) an earlier Launch than the affected ICOGC Launch provided that such rescheduling does not cause a significant delay (not to exceed three (3) months) to ICOGC relative to the other Hughes satellite customer(s) being provided such earlier Launch Service(s). In addition, the price (when evaluated on a Net Present Value basis) of such later launch opportunity to ICOGC shall not be greater than that of ICOGC original launch opportunity. 155 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 6 RESERVED 156 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 7 PERMITS AND LICENSES: GOVERNMENT APPROVALS 7.1 Hughes Permits, Licenses and Approvals. Hughes shall, at its own expense, secure all Government permits, licenses, approvals and consents as may be required for the performance of the Management Services under this Contract. Hughes shall also secure, via the relevant Launch Service Provider, all Government permits, licenses, approvals and consents required for the provision of each relevant Launch Service(s). Hughes shall perform the Work in accordance of all such relevant permits and licenses. 7.2 Technical Data. Notwithstanding ARTICLE 7.1 or any other provision of this Contract, the Parties understand and agree that certain restrictions are placed on access to Hughes' plant and the use of technical data delivered under this Contract with relation to the approvals Hughes and certain Launch Service Providers must obtain from the U.S. Government. As a result, the Parties agree that such access and the actual delivery of any technical data will be under a separate agreement which shall require prior U.S. Government approval. Hughes via the Launch Service Provider, as applicable, shall prepare said agreement and, in consultation with ICOGC, shall request U.S. Government approval. Request for U.S. Government approvals shall be sufficiently comprehensive to allow Hughes or the relevant Launch Service Provider to fulfill all of its obligations hereunder including but not limited to the rights of access and inspection granted to ICOGC and its Consultants under this Contract. 7.3 Documentation. If Documentation furnished under this Contract is authorized by the U.S. Government for export only to ICOGC, the Documentation may not be resold, diverted, transferred, trans-shipped or otherwise be disposed of in any other country, either in itw original form or after being incorporated through and intermediate process into other end items without the prior written approval of the U.S. Government. Additionally, transferring registration or control to any other person or business entity of the Documentation furnished under this Contract is considered an export and as such also requires prior written approval from the U.S. Government. ICOGC 157 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- represents and warrants that the ultimate end use of the documentation is to support the provision of telecommunications services. 7.4 ICOGC Permits and Licenses. ICOGC shall, at its own expense, secure all Government permits and licenses as may be required for the performance of its obligations under this Contract. ICOGC shall be responsible for obtaining the registration of any and all Satellites launched hereunder. In addition, ICOGC shall be responsible for obtaining any license required for radio telecommunication with any and all Satellites after separation from the Launch Vehicle. 7.5 Survivability. The obligations contained in this ARTICLE 7 shall survive expiration or termination of this Contract for whatever cause. 158 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 8 LAUNCH REVIEWS 8.1 Launch Reviews. Hughes shall ensure that ICOGC is afforded the opportunity to attend programmatic reviews held by the various Launch Service Provider(s). Such reviews shall include but not be limited to, preliminary design reviews, critical design reviews, orbital mission reviews, and launch readiness reviews. Hughes shall provide ICOGC representatives with fifteen (15) Business Days notice of the pending review. Attendance at these reviews by ICOGC representatives is not mandatory and in no event shall the absence of an ICOGC representative postpone or delay any review. 8.2 ICOGC Direction. Based upon the information presented by the Launch Service Provider in the applicable programmatic review(s), ICOGC may direct Hughes to halt or postpone the Launch Service to which such review applied or related if ICOGC believes that the Launch Service Provider has failed, or shall fail, in some material degree to provide the required Launch Services. If ICOGC directs to halt or postpone any Launch Service(s), ICOGC shall, by notice in writing to Hughes provide reasonable details of the Launch Service(s) affected, the rationale for postponement and a proposed/acceptable resolution for the issue. ICOGC shall be solely responsible for, and indemnify and hold harmless Hughes from any Launch Revision Fees or other amounts charged by the Launch Service Provider for any Launch Service halted or postponed by Hughes at ICOGC's direction in accordance with this ARTICLE 8.2. 159 1 JULY 1996 - AMENDMENT 1 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 9 TITLE 9.1 Launch Services. In no event shall either Party take or receive title to any portion to any Launch Vehicle utilized in the Launch Services procured by this Contract. 9.2 Documentation. Title and risk of loss to all Documentation shall pass to ICOGC at the time of delivery, save that intellectual property rights in Documentation shall be dealt with in accordance with the provisions of ARTICLE 18, DATA RIGHTS. 160 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 10 FORCE MAJEURE 10.1 Effect of Force Majeure. Notwithstanding any other provisions of this Contract, in the event Hughes and its Associates or Subcontractors ("affected Party") are delayed in the performance of this Contract by an event of Force Majeure, as defined in ARTICLES 10.2, 10.3, and 10.5 below, there shall be an equitable adjustment to the time for the performance of the affected obligations under this Contract provided that Hughes informs ICOGC immediately of the occurrence of the event giving rise to Force Majeure and provides ICOGC within seven (7) Business Days of the date of such notice with a detailed description of the performance affected by such event as well as the plans for minimizing the effects of such event upon the performance of Hughes's obligations under the Contract. In all cases, Hughes shall use reasonable efforts to avoid or minimize such delay. 10.2 Management Services. For purposes of this Contract, "Force Majeure" for Management Services shall mean an act of God, or of the public enemy, fire, flood, epidemic, quarantine restriction, or lockout, strike, walkout, (other than those solely affecting Hughes' or its Associates' workforce) or freight embargo, acts of Government, including but not limited to the Government of the United States, (including the refusal, suspension, withdrawal, or non-renewal of export or import licenses essential to the performance of the Contract not caused by Hughes or its Associates) whether in its sovereign or contractual capacity, or any other event which is beyond the reasonable control and without the fault or negligence of Hughes and its Associates performing any part of the Work. 10.3 Launch Services. For purposes of this Contract, "Force Majeure" for Launch Service Provider(s) shall mean those force majeure or excusable delay events and the consequences thereof defined in EXHIBITS B through E, as applicable. 10.4 ICOGC Payments. Notwithstanding the above, this ARTICLE is not applicable to the payment obligations of ICOGC and as such no force majeure events or excusable delays shall be provided in that instance. 161 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 10.5 Satellite Contract Force Majeure. For the avoidance of doubt, in the event that any Launch Service is delayed due to the late Delivery of a Satellite or any associated deliverables, and such late Delivery is caused by an Excusable Delay (as defined in Article 10 of the Satellite Contract), then such delay of the Launch Service(s) shall constitute an event of Force Majeure under this Contract. 162 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 11 RESERVED 163 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 12 ACCESS TO WORK IN PROGRESS AND DATA 12.1 Hughes Facilities. For those facilities solely owned and/or operated by Hughes, Hughes shall provide ICOGC and its Consultant(s) reasonable access to all Work being performed under this Contract, at reasonable times as mutually agreed upon by the Parties during the period of this Contract, provided that such access does not unreasonably interfere with such Work and access to Work is coordinated with the Hughes Program Manager or designated alternative(s). Such access shall be in compliance with Hughes' security requirements and United States law. Hughes may, at its reasonable discretion, deny access to persons who are employed by or affiliated with a company manufacturing satellites or major subsystems for satellites or providing launch services. 12.2 Disclosure. ICOGC and/or its Consultant(s) visiting Hughes facilities (a) will abide by Hughes' security regulations and applicable U.S. Government regulations; (b) will not use or disclose to a third party any information received in connection with the access provided hereunder and will use such information only in the performance of this Contract, whether or not such information is marked or otherwise identified as proprietary, save as provided in ARTICLE 21, CONFIDENTIALITY. 12.3 I-COSL. For purposes of access, I-COSL shall be considered the same as ICOGC and the provisions of this ARTICLE 12 shall apply mutatis mutandis to I-COSL and its Consultants. 12.4 Launch Service Provider Facilities. Notwithstanding the foregoing provisions of this ARTICLE 12, access by ICOGC and/or its Consultant(s) to any Launch Service Provider facility, including the Designated Launch Site, shall be governed by the terms defined in EXHIBITS B through E, as applicable. 164 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 13 INDEMNIFICATION 13.1 Each Party ("the Indemnifying Party") shall indemnify and hold harmless the other Party ("the Indemnified Party") and its Associates (or any of them), from any loss, damage, liability or expense suffered or incurred by any such person resulting from damage to all property and injury, including death, arising out of, or based upon, any event or circumstance occurring prior to arrival at the Designated Launch Site to the extent caused by a negligent act or omission of the Indemnifying Party or its Associates in the performance of the Work and at the Indemnifying Party's expense shall defend any suits or other proceedings brought against the Indemnified Party and/or its Associates (or any of them), on account thereof, and satisfy all judgments which may be incurred by or rendered against them (or any of them) in connection therewith. 13.2 Notwithstanding ARTICLE 13.1, each party ("the Indemnifying Party") shall be and remain solely responsible for, and shall indemnify and hold harmless the other Party ("the Indemnified Party") from and against any loss, damage, liability or expense suffered or incurred by the indemnifying Party resulting from loss or damage to the Indemnifying Party's property and/or injury including death, affecting the Indemnifying Party's personnel whilst on or within the Indemnifying Party's premises or on or within the premises of the Indemnified Party; provided however that the first One Hundred Thousand U.S. Dollars (US $100,00) of any such loss, damage, liability or expense shall be borne by each Party to the extent that it is liable under ARTICLE 13.1. 13.3 Prior to the time that either Party or its Associates enter the Designated Launch Site (as a precondition of such entry), each Party shall ensure that they and their respective relevant Associates shall sign a no-fault, no-subrogation inter-party waiver of liability consistent with that defined in the relevant Launch Service Agreement. 165 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 13.4 In the event that either ICOGC or Hughes fails to obtain the aforesaid inter-party waiver of liability from their respective Associates, then ICOGC and Hughes shall indemnify and hold each other harmless from claims brought by the other Party or its Associates, for damage to any such persons' property or injury to, or death of, such persons' employees in connection with any launch operations in or around the Designated Launch Site. 13.5 Notwithstanding any other provision of this Contract, but without prejudice to any indemnities or insurance coverage as may be provided by Launch Service Providers, ICOGC shall indemnify and hold harmless Hughes and its Associates from any liabilities, losses and damages, including but not limited to those based on negligence, including any costs, expenses and damages whatsoever incurred by Hughes in defending, or assisting ICOGC in its defense, against any and all third party claims, including but not limited to, ICOGC's customer(s) or an agency of any Government with whom ICOGC shall have any obligation related to the Satellites arising after the launch attempt of a Satellite, and ICOGC shall obtain waivers of subrogation rights against Hughes and its Associates from ICOGC's insurers, if any. This indemnity shall not apply to Hughes or its Associates to the extent that they make a claim against ICOGC as a direct or indirect customer of ICOGC. 13.6 ICOGC shall defend and indemnify Hughes from any claims made by any third party against Hughes arising from any misrepresentation by ICOGC or any of its Affiliates to any third party in connection with the Launch Services and Management Services. 13.7 Neither Party shall be entitled to claim to be, nor shall it be, indemnified both under this Contract and under ARTICLE 13 of the Satellite Contract in respect of any loss, costs, claims, damages or expenses arising out of or in relation to the same event or circumstance. 166 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 14 WARRANTY 14.1 Launch Services. Hughes provides no warranty, either express or implied, in relation to any Launch Service provided herein, save as provided in this ARTICLE 14. 14.2 Management Services. Hughes warrants, in relation to the Management Services, that all services shall be performed in a professional and workmanlike manner consistent with generally accepted custom and practice in the industry. 14.3 Longterm Launch Service Agreements. Hughes warrants and ICOGC has entered into this Contract on the basis that the provisions of this Contract including EXHIBITS B through E and EXHIBIT I are reflected by binding and enforceable rights and remedies under the Longterm Launch Service Agreements which Hughes has entered into (or in the case of Zenit, which Hughes intends to enter into) with the relevant Launch Service Providers. Hughes further warrants that insofar as any provisions of this Contract (other than those contained in EXHIBITS B through E) are not reflected by or are in conflict with the rights and remedies granted to ICOGC under EXHIBITS B through E and EXHIBIT I that Hughes has now or will obtain any rights and remedies viz-a-viz the Launch Service Provider(s) as are necessary to fulfill the provisions of this Contract. In addition, Hughes shall not enter into any modification or amendment to any Longterm Launch Service Agreement which modifies ICOGC rights as specified in this Contract including EXHIBITS B through E and EXHIBIT I without the prior written approval of ICOGC, which approval shall not be unreasonably withheld. 14.4 Pursuit of Rights and Remedies. Hughes warrants that it shall utilize its reasonable efforts to initiate and pursue all rights and remedies specified in this Contract or EXHIBITS B through E, as applicable, including recovery or enforcement by legal or arbitral proceedings or utilization of any existing corporate guarantee or other financial guarantee or security. 167 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 15 RISK TO SATELLITE 15.1 Risk. The Parties are aware and agree that the use of expendable launch vehicles to launch satellites into orbit involves a degree of risk to the relevant satellite. By this Contact, the Parties have made a deliberate, knowing allocation between them of that risk and ICOGC shall solely bear the risk of loss for any Satellite launched hereunder. 15.2 Right to Destroy. The relevant Range Safety Officer or equivalent Launch Service Provider personnel shall be authorized to destroy, without liability or indemnity to the Launch Service Provider or Hughes, the relevant Launch Vehicle and Satellite if such action is mandated. 168 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 16 U.S. GOVERNMENT THIRD PARTY INDEMNIFICATION In the event that ICOGC, at its sole discretion, is not reasonably satisfied that the U.S. Government third party indemnification coverage identified in the Commercial Space Launch Act is afforded to ICOGC, and consequently ICOGC elects to procure insurance in lieu of such U.S. Government third party indemnification coverage, Hughes agrees to reimburse ICOGC for * of ICOGC direct documented cost of such insurance not to exceed the value of Hughes' Management Services Fee identified in ARTICLE 4.1. Notwithstanding the above, in the event that: 1) The Commercial Space Launch Act is clarified such that ICOGC is reasonably satisfied that it is included in such U.S. Government third party indemnification coverage; or 2) The Commercial Space Launch Act expires or is modified such that U.S. Government third party indemnification coverage is no longer available to launch vehicle customers; then Hughes shall have no obligation to reimburse ICOGC for any costs procure, or share in the procurement of any insurance deemed necessary by ICOGC. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 169 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 17 TERMINATION 17.1 ICOGC Termination. ICOGC may terminate any unperformed portion of this Contract as specified below. 17.1.1 ICOGC Termination For Convenience. At any point in time prior to Launch, ICOGC may direct Hughes, in writing, to terminate any Launch Service(s) provided herein for ICOGC convenience. As of the date specified (the "Effective Termination Date") in the written notice of termination from ICOGC, Hughes shall take the following actions: 1) stop the provision of Management Services under this Contract on the Effective Termination Date and to the extent specified in the notice of termination; and 2) terminate the appropriate Launch Service(s) on the Effective Termination Date; and 3) settle all outstanding liabilities and all claims arising out of such termination in accordance with the provisions of this ARTICLE 17, TERMINATION. 17.1.1.1 Termination Liability Prior To Or On 05 July 1996. For each Launch Service terminated by ICOGC in accordance with Paragraph 17.1.1 above prior to or on 05 July 1996, ICOGC shall be liable to Hughes for: (a) for each Launch Service provided via a Longterm Launch Service Agreement, an amount of * per terminated Launch Service; or (b) for each Launch Service not provided via a Longterm Launch Service Agreement, an amount resultant from the relevant formula in CALCULATION 2, as defined in EXHIBIT 1, TERMINATION LIABILITY CALCULATION. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 170 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 17.1.1.2 Termination Liability After 05 July 1996. For each Launch Service terminated by ICOGC in accordance with Paragraph 17.1.1 above, after 05 July 1996, ICOGC shall be liable to Hughes for an amount resultant from the relevant formula in CALCULATION 2, as defined in EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.1.2 ICOGC Termination For Hughes Default. Provided that ICOGC is not in default of any term of this Contract. ICOGC may terminate, prior to Launch, any Launch Service in the event any of the following events occur. 1) Hughes breaches a material term of (i) this Contract; or (ii) the Satellite Contract; or (iii) a Launch Service Agreement and such breach of a material term by Hughes results in any Launch Service(s) provided herein being terminated for default by the relevant Launch Service Provider; or 2) Hughes shall (A) commence a voluntary case under the US Bankruptcy Code (as now or hereafter in effect) (the "Code"); or (B) file a petition seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts; or (C) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under the Code or other laws or such a case shall not have been dismissed or stayed within thirty (30) days of the filing of the petition commencing the same; or (D) apply for, or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or the like of itself or of a substantial part of its assets, domestic or foreign; or (E) admit in writing its inability to pay, or generally not be paying its debts (other than those that are the subject of a bona fide dispute) as they become due; or (F) make a general assignment for the benefit of creditors; or (G) Hughes or the Hughes Parent Company sells, transfers or otherwise disposes of all or substantially all of its assets (other than for full consideration) and as a result of the Parent Company Guarantee provided by Hughes is prejudiced and adequate 171 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- security, in a form reasonably acceptable to ICOGC, is not additionally provided; or (H) take any action for the purpose of effecting any of the foregoing; or (I) a case or other proceeding shall be commenced against Hughes in any court of competent jurisdiction seeking (i) relief under the Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts; or (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of Hughes or of all or any substantial part of its assets, domestic or foreign and such case or proceeding shall continue undismissed or unstayed for a period of thirty (30) days, or an order granting the relief request in such case or proceeding (including, but not limited to, an order for relief under the Code) shall be entered; or 3) If the interrelated Satellite Contract is terminated by ICOGC solely due to a default by Hughes under the Satellite Contract. 17.1.2.1 For each Launch Service(s) terminated by ICOGC in accordance with Paragraph 17.1.2 above, ICOGC shall be liable to Hughes for an amount resultant from the formula in CALCULATION 1, as defined in EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.1.3. ICOGC Termination For Launch Service Provider Default. ICOGC shall, at its sole discretion, have the right to direct Hughes to terminate any Launch Service (which termination shall be effected by Hughes by either (i) terminating the relevant Launch Services or (ii) the Conversion of a Firm Launch to a Hughes Optional Launch) prior to Launch, if the Launch Service Provider is in material default of the terms and conditions of the relevant Launch Service Agreement, as specified in this Contract including EXHIBITS B through E. Upon the termination or Conversion of the Launch Service by Hughes on behalf of ICOGC, the following shall occur: 172 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 17.1.3.1 Termination Settlement. ICOGC shall be entitled to receive a termination settlement consisting of (i) in the event of a Conversion, a refund of all payments submitted against the Launch Service Fee for the terminated Launch Service; and (ii) in the event of a Launch Service termination, (a) a refund of all payments submitted against the Launch Service Fee for the terminated Launch Service, and (b) reimbursement for direct damages or Launch Vehicle reprocurement fees as defined in the Table below. In addition to the above, Hughes shall retain a share of the Management Services fee, as such share is calculated in CALCULATION 2 of EXHIBIT I, TERMINATION LIABILITY CALCULATION.
LAUNCH SERVICE PROVIDER DIRECT DAMAGE OR REPROCUREMENT FEE VALUE -------------------------------------------------------------------------------- Delta-III For a terminated Delta-III Launch Service, Hughes shall reimburse ICOGC for direct damages related to the terminated Launch Service not to exceed * . ICOGC shall submit an invoice to Hughes which includes a summary of the applicable direct damages within twenty (20) days of determining the same. -------------------------------------------------------------------------------- Proton In the event of an "anticipatory repudiation" by the Proton Launch Service Provider of its obligations under the Launch Service Agreement, Hughes shall provide to ICOGC either (i) equivalent Launch Services via an alternate Launch Vehicle, taking into account the launch manifest of such an alternative Launch Service Provider, or (ii) * per affected Launch, whichever the Proton Launch Service Provider elects to provide. -------------------------------------------------------------------------------- Zenit For a terminated Zenit Launch Service, Hughes shall pay to ICOGC a reprocurement fee of * for each terminated Launch Service. --------------------------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 173 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 17.1.3.2 Hughes Liability. Notwithstanding any other Article or term in this Contract, in the event that Hughes elects to Convert a Firm Launch Service to an Optional Launch Service (as defined in EXHIBIT C and E) for utilization on another Hughes program when ICOGC has the right to terminate a Launch Service Provider for default as specified in ARTICLE 13 of EXHIBIT C, ICOGC RIGHTS AND REMEDIES FOR DELTA-III LAUNCH SERVICES or ARTICLE 14 of EXHIBIT E, ICOGC RIGHTS AND REMEDIES FOR ZENIT LAUNCH SERVICES, Hughes shall be liable to ICOGC for the amounts specified above regardless of receipt of any payment from the relevant Launch Service Provider. 17.1.3.3 Hughes Default. Notwithstanding any other provision of this Contract, in no event shall any breach or default by any Launch Service Provider be considered to be a breach or default of this Contract by Hughes. 17.2 Hughes Termination for ICOGC Default. Provided that Hughes is not in default of any terms of this Contract, Hughes may terminate, prior to Launch, any Launch Service(s) provided in this Contract for default upon written notice to ICOGC at any time after the occurrence of any of the following: 1) Failure of ICOGC to make any payment validly due to Hughes hereunder when due, provided such failure is not cured within a period of thirty (30) calendar Days following receipt of written notice thereof from Hughes. 2) Failure of ICOGC to maintain the irrevocable Letter of Credit in the amount specified in ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS, provided such failure is not cured within a period of five (5) Business Days following receipt of written notice thereof from Hughes. 3) ICOGC passes a resolution for winding-up or a petition is presented for ICOGC's winding-up (unless such resolution or petition for winding up is pursuant to a scheme of corporate reconstruction or amalgamation and there is 174 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- no adverse effect on the payment obligations to Hughes hereunder) and, unless granted, is not dismissed within thirty (30) Days from presentation; or ICOGC becomes unable to pay its debts as they become due; or a receiver is appointed over all or a substantial part of ICOGC's assets and the appointment is not discharged within thirty (30) Days; or ICOGC or ICOGC's Parent Company sells, transfers, or otherwise disposes of all or the greater part of its assets (other than for full consideration) and as a result the Parent Company Guarantee provided by ICOGC is prejudiced and adequate security in a form reasonably acceptable to Hughes is not additionally provided. 4) If the interrelated Satellite Contract is terminated for any other reason than a default by Hughes under the Satellite Contract. 5) If any Launch Service provided under this Contract is terminated by the Launch Service Provider for default due to: (i) a failure of payment by ICOGC under this Contract; or (ii) a Launch Service postponement requested or caused by ICOGC, or (iii) the breach by ICOGC of a material term of this Contract which, as a direct result, is the sole cause of a Launch Service termination by the relevant Launch Service Provider against Hughes provided always that the right of termination under this ARTICLE 17.2 shall only apply to the Launch Service so affected. 17.2.1 For each Launch Service(s) terminated by Hughes in accordance with Paragraph 17.2 above, ICOGC shall be liable to Hughes for the amount resultant from the relevant formula in CALCULATION 2, as defined in EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.2.2 The rights and remedies provided to Hughes in this Paragraph 17.2 shall be exclusive and in lieu of any other rights and remedies provided by law or in equity. 17.3 Termination Liability Mitigation. Without prejudice to the Delta-III Termination Liability Mitigation as specified in EXHIBIT I, TERMINATION LIABILITY CALCULATION, for any 175 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Launch Service terminated after 05 July 1996, Hughes shall utilize its reasonable efforts to mitigate any resultant termination liability which ICOGC is liable for by utilizing the rights granted by the relevant Launch Service Agreement or such other rights or remedies negotiated with the Launch Service Provider, if any. Hughes shall attempt to mitigate the applicable termination liability for a period of eighteen (18) Months after the relevant termination event or the time period granted by the relevant Launch Service Agreement, whichever is less. The mitigation responsibility shall not require Hughes to incur or pay any Launch Revision Fees or any other charge whatsoever. In furtherance of the above, Hughes as its sole obligation shall contact, with ICOGC if requested, any Hughes Customer which may be able to utilize the terminated Launch Service(s) for the purposes of determining if the Hughes Customer has any interest in assuming or acquiring the terminated Launch Service. ICOGC shall have the right to review and accept or reject, prior to definitization, any proposed business transaction between Hughes, the Launch Service Provider and the relevant Hughes Customer. Upon receipt from Hughes, ICOGC shall provide acceptance or rejection of any proposed business transaction within fourteen (14) calendar Days. In addition, Hughes shall use its reasonable efforts to negotiate the assignment, or novation, of the rights and benefits for any outstanding Launch Service to ICOGC if this Contract is terminated due to a default by Hughes under the Satellite Contract or this Contract. Any transfer, assignment, or novation of a Launch Service to ICOGC shall be subject to the terms of the relevant Launch Service Agreement and approval of the relevant Launch Service Provider. ICOGC shall have the right to review and accept or reject, prior to definitization, any proposed assignment, or novation. ICOGC agrees that any bonafide offer delivered by Hughes to ICOGC for review shall be deemed to constitute the exercise of reasonable efforts. 176 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Upon execution of the applicable business transaction, Hughes shall reimburse ICOGC the termination liability mitigation value within five (5) Business Days from receipt of such value from the respective Launch Service Provider or Hughes Customer, as appropriate. 17.4 Maximum Termination Liability. In no event shall ICOGC be liable to Hughes under this ARTICLE 17 for any termination liability value greater than the Contract Price. Any termination payment due to Hughes from ICOGC shall give credit for any amounts paid by ICOGC in respect of the terminated Launch Service(s). 17.5 Management Services Termination. For the purposes of this ARTICLE 17, any termination of a Launch Services shall include the termination of the associated Management Services and the cost of such termination of the associated Management Services is included within the amounts derived from CALCULATIONS 1 and 2 of EXHIBIT I, TERMINATION LIABILITY CALCULATION. 17.6 Remedies. In the event that the terminated Launch Service Provider fails to provide any termination settlement payment to Hughes, as specified in this ARTICLE 17, Hughes shall utilize its reasonable efforts to initiate and pursue all remedies specified in this Contract including EXHIBITS B through E, as applicable, including recovery by legal or arbitral proceedings or the utilization of any existing corporate guarantee or other financial guarantee or security. In no event shall Hughes be liable to ICOGC for any Launch Service Provider termination settlement payment or remedy until Hughes has received such termination settlement payment or remedy from the Launch Service Provider. Failure of Hughes to receive or obtain any termination settlement or remedy from the relevant Launch Service Provider shall not be considered a breach or default of this Contract by Hughes. 177 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 18 DATA RIGHTS Neither Party nor any Launch Service Provider shall obtain rights or ownership to any intellectual property utilized and/or provided by the other Party under this Contract or by any Launch Service Provider. 178 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 19 RESERVED 179 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 20 RIGHTS IN INVENTIONS Neither Party shall obtain any rights to any invention developed or utilized by the other Party or its Associates in the performance of this Contract. 180 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 21 CONFIDENTIALITY 21.1 The Parties may provide or exchange proprietary information during the performance of the Work, in oral or written form, which may include specifications, drawings, sketches, models, samples, computer programs, reports, data, techniques, designs, codes, documentation, and financial, statistical or other technical information essential to the objectives of this of this Contract. All disclosures of such information will be treated as proprietary if marked as "Proprietary" by the Party making the disclosure at the time of disclosure. 21.2 Subject to the provisions of ARTICLE 21.3 below, the Party receiving the proprietary information of the other Party shall maintain such information in confidence and shall not use such information except as expressly authorized by this Contract. Each Party agrees to use the same care and discretion to void unauthorized disclosure, publication or dissemination of the other Party's proprietary information and the unauthorized use thereof as the receiving Party uses with respect to similar information of its own, but in no event, less than reasonable care. Should it become legally necessary for either Party to disclose certain of the other Party's proprietary information to a third party, it shall be disclosed only to the extent required by law and after a five (5) Days prior written notification to the other Party of the requirement for disclosure. 21.3 The obligations of confidentiality and restrictions on use specified in this ARTICLE shall not apply to any information that: A. is already in the possession of the receiving Party without obligation of confidentiality at the time of disclosure; B. is independently developed by the receiving Party or any of its Affiliates or subcontractors prior to disclosure as evidenced by appropriate documents; C. is or becomes publicly available without breach of this Contract and without the fault of the receiving Party; 181 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- D. is lawfully and rightfully received by the receiving Party from a third party; or E. is released for public disclosure by the disclosing Party. Specific information shall not be deemed to be available to the public or in possession of the receiving Party merely because it is embraced by more general information so available or in the receiving Party's possession. 21.4 Hughes shall take best efforts necessary, including a appropriate contractual provisions in subcontracts, to ensure the confidentiality of all proprietary information of ICOGC which may be disclosed to Subcontractors and Launch Service Providers. ICOGC shall take best efforts necessary, including the appropriate contractual provisions in consulting agreements, to ensure the confidentiality of all proprietary information of Hughes which may be disclosed to Consultants. 21.5 Except as otherwise provided in this Contract including but not limited to ARTICLE 18, DATA RIGHT'S herein, the receiving Party agrees that: (i) any proprietary information disclosed hereunder shall be used by the receiving Party solely for the purpose of performing its functions in connection with the Party's relationship with respect to the Work; (ii) it will not use the proprietary information disclosed hereunder for any other purpose; and (iii) it will not distribute, disclose or disseminate to anyone such proprietary information of the disclosing Party, except that either Party may disclose to its own employees or subcontractors on a need-to-know basis, and either Party may disclose with the consent of the disclosing Party which consent will not be given unless such third party executes a proprietary data protection agreement with terms consistent with the requirements herein prior to receiving such information. 21.6 The Parties will specify individuals in writing as the point of contact for receiving proprietary information exchanged between the Parties pursuant to this Contract. 182 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 21.7 ICOGC shall maintain EXHIBITS B through E, in accordance with the Proprietary Data Agreement of even date executed between the Parties. 21.8 The confidentiality obligations in this ARTICLE 21 shall survive expiration or termination of this Contract for whatever cause. 21.9 Nothing herein shall require a Party to disclose proprietary information to another. 21.10 The obligations imposed by this ARTICLE 21 shall be limited in time only by the events listed in ARTICLE 21.3, A through E. 21.11 Neither Party shall disclose the terms or conditions of this Contract, except as may be required to perform this Contract, to acquire financing or insurance or a benefit thereof, in support of arbitration or legal proceedings relating hereto, or as required by its Government or in the normal course of reporting to its parent company of for any other reason with the consent of the other Party, which consent shall not be unreasonably withheld. 183 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - ------------------------------------------------------------------------------- ARTICLE 22 INTERPRETATION 22.1 Applicable Law This Contract and any performance related thereto shall be interpreted and construed, governed and enforced in accordance with the Laws of England; it being understood that the UN Convention on the International Sale of Goods shall not applicable. 22.2 Amendments The Contract may not be modified except by written amendment signed by duly authorized representatives of both Parties. The responsible authorized representatives of the Parties may be added to or changed from time to time by written notice to the other Party. Until further notice, the responsible authorized representatives are as stated in ARTICLE 24, NOTICES. For the purpose of administration of this Contract, including amendments, any communication between ICOGC and Hughes shall be enforceable and binding upon the Parties only if signed by the appropriate responsible authorized representatives. 22.3 Changes Requested by Hughes or ICOGC A. Any changes requested by Hughes during the performance of this Contract, within the general scope of this Contract, which will or may add or delete Work, affect the provision of Launch Services or Management Services or will affect or may affect any other requirement of this Contract, shall be submitted in writing to ICOGC within an acceptable time period prior to the proposed date of the change. Such submittal shall allow ICOGC a reasonable period of time to evaluate Hughes' requested change. If such Hughes' requested change causes an increase or decrease in the total Contract Price, Hughes shall submit proposal to ICOGC. 184 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- B. ICOGC shall notify Hughes in writing within thirty (30) Days after receipt of the requested change and price adjustment, if any, whether or not it agrees with and accepts such change. If ICOGC agrees with and accepts the Hughes' requested change, Hughes shall proceed with the performance of the Contract as changed and an amendment to the Contract reflecting such change, and price adjustment, if any, shall be issued. If ICOGC does not agree with such Hughes' requested change, the Parties shall attempt to reach agreement on such change. In the event the Parties are unable to reach agreement on such change, or price adjustment, if any, or both, Hughes shall proceed with the performance of the Contract, as unchanged. C. For any changes requested by ICOGC during the performance of this Contract which will or may affect the provision of Launch Services or Management Services, Hughes shall respond to that request in writing to ICOGC within thirty (30) Days after such request. If such ICOGC requested change causes an increase or decrease in the total Contract Price, Hughes shall submit to ICOGC, at the time the response to the requested change is submitted, the details of such increase or decrease. If ICOGC should question the values involved in any proposal by Hughes, subject to the execution of a non-disclosure agreement between all relevant Parties, Hughes shall provide access to a third party auditor acceptable to both Parties, which third party auditor may review the relevant cost documentation and certify to ICOGC as to the validity of the Hughes proposal. ICOGC shall notify Hughes in writing, within a reasonable time after receipt of Hughes' response, whether or not it agrees with and accepts Hughes' response. If ICOGC agrees with and accepts Hughes' response, Hughes shall proceed with the performance of the Contract as changed and an amendment to the Contract reflecting such change, and price adjustment, if any, shall be incorporated into the Contract. If ICOGC does not direct such change, then Hughes shall proceed with the performance of the Contract as unchanged. 185 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 23 PUBLICITY Each Party shall obtain the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed, concerning the content and timing of news releases, articles, brochures, advertisements, prepared speeches and other information releases concerning the Work performed or to be performed hereunder, within reasonable time prior to the release of such information. For the avoidance of doubt, each Party shall be allowed to publicize the award of the Contract, subject to the approval process stated above. 186 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 24 NOTICES All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid first class post, or by telex, telefax or cable addressed to the intended recipient thereof at its address set out below or to such other address or telex or telefax number as either Party may from time to time duly notify the other. A. In respect of ICOGC, to: ICO Global Communications (Operations) Ltd. c/o I-CO Services Limited 1 Queen Caroline Street Hammersmith, London W6 9BN United Kingdom Telephone: (0181) 600-1000 Facsimile: (0181) 600-1199 Attention: Olof Lundberg Chief Executive Officer cc: Space Segment Contracts Administrator ICO Program Office Hughes Space & Communications, MS: SC/S10/S35 PO Box 92919 Los Angeles, CA, 90009 Phone: (310) 364-9407 Facsimile: (310) 364-9495 187 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- B. In respect of Hughes, to: Hughes Space and Communications International, Inc. Bldg. S10, M/S S350, Post Office Box 92919, Airport Station, Los Angeles, California 90009 Telephone: (310) 364-5729 Facsimile: (310) 364-7990 Attention: Dennis R. Beeson Manager, Contracts cc: John Perkins Vice-President, Launch Services Acquisition & Risk Management Bldg: A01 M/S:4A436 Post Office Box 9712 Long Beach, California 90810-9928 Phone: (310) 525-5235 Facsimile: (310) 525-5310 Any notice or other document if served by post, shall be deemed to have been served at the expiration of seven (7) Days after the time when the letter containing the same was posted, and in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed, stamped and posted. A notice sent by telex, telefax or cable is deemed to have been served: (1) two (2) hours after dispatch, if dispatched on a Business Day before 3:00 PM; or (2) in any other case, at 10:00 AM on the Business Day after the date of dispatch. Here a Business Day means a Business Day in the city or other location to which the notice is sent, and the times mentioned are those in that location. 188 \ LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 25 INTEGRATION This contract, together with the EXHIBITS, contains the entire agreement between the Parties relating to subject matter hereof. All prior understandings, representations and warranties (including those contained in sales, promotional and/or marketing materials) by and between the Parties, written or oral, which may be related to the subject matter hereof in any way, are superseded by this Contract. 189 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 26 ASSIGNMENT 26.1 Hughes shall not assign, novate or transfer this Contract or any of its rights, duties or obligations thereunder to any person or entity, in whole or part without the prior written consent of ICOGC (which approval shall not be unreasonably withheld or unduly delayed) except that Hughes may assign, novate or transfer this Contract, and its duties and obligations thereunder either in whole or in part, to any Hughes Affiliate which is not engaged in business competitive to ICOGC provided always that Hughes shall remain liable with respect to performance of all duties and obligations set forth in this Contract, including compliance with all applicable laws and regulations and provided further that the Hughes Guarantee specified in EXHIBIT H, HUGHES GUARANTEE, remains in full force and effect. 26.2 ICOGC shall have no right to assign, novate or transfer this Contract, or any of its rights, duties or obligations hereunder without the prior written consent of Hughes (which consent shall not be unreasonably withheld or unduly delayed), except to any ICOGC Affiliate or to a third party financing the Satellites or Launch Services provided that each such assignment, novation or transfer shall have no material adverse effect on material obligation of ICOGC under this Contract, including, but not limited to, payment obligations to Hughes under this Contract. 26.3 In the case of an assignment, novation or transfer of this Contract by ICOGC in accordance with ARTICLE 26.2, the ICOGC Guarantee specified in EXHIBIT G, ICOGC GUARANTEE, shall remain in full force and effect save where the assignment, novation or transfer is to a third party financing the Satellites or Launch Services, in which case Hughes' consent to release the said ICOGC Guarantee may be requested by ICOGC and such consent shall not be unreasonably withheld, or unduly delayed. 190 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 26.4 ICOGC shall give fifteen (15) Business Days prior notice to Hughes of any assignment, novation or transfer and brief details explaining the proposed transaction. 26.5 This Contract shall be binding upon the Parties hereto and their successors and permitted assigns. 191 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 27 SEVERABILITY In a event any one or more of the the provisions of this Contract shall, for any reason, be held to be invalid or unenforceable, the remaining provisions of this Contract shall be unimpaired, and the invalid or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid and enforceable, comes closest to the intention of the Parties underlying the invalid or unenforceable provision. 192 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 28 RESERVED 193 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 29 RESERVED 194 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 30 DISPUTES AND ARBITRATION 30.1 If, during the course of performance hereunder, dispute arises between ICOGC and Hughes as to the rights or obligations of either Party under this Contract, either Party may give written notice of its objections and the reasons therefor ("Dispute Notice") and may recommend corrective action. Hughes' Program Manager shall consult with ICOGC's authorized senior program management representative in an effort to reach a mutual agreement to overcome such objections. In the event mutual agreement cannot be reached within five (5) Business Days of such notice, the respective positions of the Parties shall be forwarded to ICOGC's Chief Executive Officer and Hughes' President, for discussion and an attempt to reach mutual agreement. 30.2 If mutual agreement cannot be reached within fifteen (15) Business Days of the Dispute Notice, such dispute may be referred on the application of either Party for final determination to an arbitration tribunal convened by the London Court of International Arbitration which shall be conducted by three arbitrators in the English language. 30.3 The place of arbitration shall be London, England. 30.4 The award rendered by the arbitration tribunal shall be binding on both Parties, and shall be enforceable by any court of competent jurisdiction. The cost of arbitration, including the fees and expenses of the arbitrators, will be shared equally by the Parties, unless the award otherwise provides. Each Party shall bear the cost of preparing and presenting its own case, unless the award otherwise provides. 30.5 Notwithstanding anything else contained herein, the Parties agree that time is of the essence with regard to the time limits imposed by this ARTICLE 30 in resolving such dispute. 195 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 31 RESERVED 196 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 32 REPLACEMENT LAUNCHES 32.1 Replacement Launch Services. If any Launch Service herein should result in mission failure, ICOGC may request Hughes to provide a replacement Launch proposal. Such request shall include preferred Launch Service Provider(s), the date on which the Satellite is anticipated to be ready for launch and any mission specific data which will influence the provision of Launch Services for that Satellite. Within thirty (30) Days of receipt of such a request, Hughes shall submit a proposal to ICOGC for the acquisition of a replacement Launch Service. Any Hughes proposal shall be based upon and subject to the terms of the applicable Launch Service Agreement(s). Hughes agrees to provide to ICOGC any priority scheduling right or benefit allowed for in the applicable Launch Service Agreement(s) for the mission failure. 32.2 Hughes Proposal. Any Hughes proposal for a replacement Launch under an existing Longterm Launch Service Agreement shall: (i) be based upon, and be subject to, the provisions of the relevant EXHIBIT(S) B through E; (ii) utilize the Launch Service Fee and payment schedules specified in Table 4 and Table 5 of ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS; and (iii) include a fee of * per Launch Service. Any Hughes proposal for a replacement Launch which does not utilize a Longterm Launch Services Agreement shall include a Management Services fee equal to * of the relevant Launch Service Cost initially proposed, and finally negotiated between Hughes and the Launch Service Provider. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 197 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 33 OPTIONS 33.1 Launch Insurance. Upon receipt of written request from ICOGC, Hughes shall submit a proposal to ICOGC for the provision of launch insurance for the Launch Services provided herein. Such proposal shall assume that the launch insurance shall be obtained by Hughes on behalf of ICOGC and that ICOGC shall be the named insured. The written request from ICOGC shall identify the Launch Services, the coverage timing and the coverage amounts of such launch insurance policy. Any Hughes proposal shall be based upon the actual launch insurance cost to Hughes and shall include an additional Management Services fee equal to * of the actual launch insurance cost. ICOGC shall notify Hughes whether it accepts or rejects any Hughes proposal within thirty (30) Days of receipt of such proposal or by the offer validity date provided by the relevant insurance underwriters, whichever is sooner. For the purposes of this Paragraph, launch insurance may also include any relaunch, repayment or other type of insurance program offered by any Launch Service Provider. 33.2 Additional Launch Services. At any point in time, ICOGC may request Hughes to provide additional Launch Services under any Longterm Launch Service Agreement Any such request by ICOGC shall identify the required Launch Period, preferred Launch Service Provider and Satellite to be launched. Hughes shall provide a written proposal to ICOGC within fifteen (15) Calender Days of receipt of such request. Any Hughes proposal shall be subject to and conditional upon: i) the existence and terms of a Longterm Launch Service Agreement with the Launch Service Provider identified in such ICOGC request as of the later of the date of (a) the relevant ICOGC request or (b) the Launch Service option exercise; ii) compliance with the scheduling constraints specified in ARTICLE 3.3.3 herein; iii) the availability of the Launch Vehicle in the requested Launch Period, and iv) compliance with the Launch Service Fee and payment schedules specified in Tables 4 and 5 of ARTICLE 4, CONTRACT PRICE, PAYMENT AND ADJUSTMENTS. For the avoidance of doubt, if Hughes has a launch opportunity available under a Longterm Launch * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 198 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Service Agreement, subject to the terms of this ARTICLE 33.2, Hughes shall allow ICOGC to purchase such launch opportunity to Launch an option Satellite. 199 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 34 LIMITATION OF LIABILITY 34.1 In no event shall either Party be liable to the other Party or its Associates or customers under or in connection with this Contract under any theory of contract, tort, negligence, strict liability or any other legal or equitable theory or otherwise for special, collateral, punitive, exemplary, consequential, indirect and/or incidental damages (including but not limited to lost revenues, loss of goodwill, loss of savings, loss of use, interruptions of business and claims of either Party or for any other form of economic loss), except as expressly provided in this Contract. It is the intent of the Parties that the public interest is not involved in the subject matter of this Contract. 200 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 35 MISCELLANEOUS 35.1 Disclaimer of Agency. None of the provisions of this Contract shall be construed to mean that either Party hereto is appointed or is in any way authorized to act as an Agent of the other Party. This Contract does not constitute, create, give effect to, or otherwise recognize a joint venture, partnership or formal business organization of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein. 35.6 Waiver of Breach of Contract. A waiver of any breach of a provision hereof shall not be binding upon either Party unless the waiver is in writing and such waiver shall not affect the rights of the Party not in breach with respect to any other or future breach. No failure or delay by any Party or time or indulgence given by it in or before exercising any remedy or right under or in relation to this Contract shall operate as a waiver of the same nor shall any single or partial exercise of any remedy or right preclude any further exercise of the same or the exercise of any other remedy or right. 35.3 Term of Contract. This Contract shall remain in full force and effect as long as either Party is or may be required to perform any obligation pursuant to this Contract. 35.4 Language. With respect to all correspondence relating to this Contract and to all material, including labels and markings of equipment, submitted by Hughes hereunder, the English language and U. S. units of measure, or unit(s) of measure utilized by a Launch Service Provider shall be used. Controlling language for this Contract shall therefore be the English language. 201 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 35.5 Key Personnel. Hughes agrees that the following individuals are necessary for the successful completion of Management Services and Launch Services to be performed under this Contract and shall not be removed from the performance of these services without the consent of ICOGC, which consent shall not be unreasonably withheld. In the event that these personnel become unavailable for any reason and consent is given, Hughes shall select suitable replacement personnel who possess comparable levels of experience, qualifications and ability. Notwithstanding its role in approving key personnel and their replacements, ICOGC shall have no supervisory control over their work, and nothing in this ARTICLE shall relive Hughes of any of its obligations under this Contract, or of its responsibility for any acts or omissions of its personnel. Name Title ---- ----- J. Perkins Vice-President, Launch Services Acquisition & Risk Management G. Dutcher Program Manager 202 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT 1 JULY 1996 - AMENDMENT 1 Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- IN WITNESS WHEREOF, this Contract has been issued in two counterparts and signed in the city of Brussels, Belgium on behalf of ICOGC and Hughes by persons authorized on their behalf. HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. See Original Contract for Signatures By: ---------------------------------------- (Signature) Name: ------------------------------------- Title: ------------------------------------ ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED See Original Contract for Signatures By: ---------------------------------------- (Signature) Name: ------------------------------------- Title: ------------------------------------ 203 4.7.2.1 1 JULY 1996 - AMENDMENT 1 CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT ------------------------ Exhibit A Statement of Work ------------------------ 7 December 1995 204 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1 MANAGEMENT SERVICES PROVIDED FOR ICOGC GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED (ICOGC) ..........................1 1.1 Scope ................................................................1 1.2 Applicable Documents .................................................1 2 DESCRIPTION OF WORK ..................................................2 2.1 Launch Service Provider Selection And Turn-On ........................2 2.1.1 Launch Schedules .....................................................2 2.1.2 Launch Agreements ....................................................2 2.2 Post Launch Service Provider Contract Award ..........................2 2.2.1 Management Activities ................................................2 2.2.1.1 Progress and Technical Meetings ......................................3 2.2.2 Selection of Launch Slot and Launch Date .............................3 2.2.3 Satellite/Launch Vehicle Technical Activities ........................3 2.2.4 Documentation ........................................................4 2.2.5 Launch Vehicle Acceptance ............................................4 2.2.6 Mission Director .....................................................5 3 REPORTING ............................................................6 4 RESERVED .............................................................7 5 LOGO .................................................................8 6 LAUNCH CAMPAIGN ACCOMMODATION AND FACILITIES .........................9 7 PRODUCT ASSURANCE ACTIVITIES & SAFETY ...............................11 7.1 Launch Vehicle Qualification ........................................11 7.2 Launch Vehicle Failure Reviews ......................................11 7.3 Requests for Deviation/Waiver .......................................11 8 PAYLOAD PROCESSING FACILITIES AND SERVICES ..........................12 9 MISSION INTEGRATION .................................................13 10 POST MISSION SUPPORT SERVICES .......................................14
205 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 1 MANAGEMENT SERVICES PROVIDED FOR ICOGC GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED (ICOGC) 1.1 Scope. This Statement of Work defines the Management Services to a provided by Hughes Space and Communications International, Inc., (Hughes) to ICOGC for the supply of Launch Services and the overall management of the Launch Service Agreements for Launch of ICOGC's twelve (12) Satellites. Hughes shall assume all day-to-day management activities relative to the procurement of Launch Services. 1.2 Applicable Documents. Satellite Contract Between Hughes Space and Communications International, Inc. and ICOGC Global Communications (Operations) Limited, dated 3 October 1995, Contract Number ICOO/95-1002/NR. Page 1 206 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 2 DESCRIPTION OF WORK 2.1 Launch Service Provider Selection And Turn-On. Hughes shall ensure that the contract provisions with the Launch Service Providers enable Hughes to meet the requirements defined in this Statement of Work, and are fully consistent with the Satellite design, Designated Launch Site processing and mission requirements. 2.1.1. Launch Schedules. Hughes shall schedule each of the respective Satellite Launches with a Launch Service Provider in sufficient time to assure that the scheduling requirements of the Contract are satisfied. Hughes shall provide alternate Launch risk management plans in the event scheduling problems develop. 2.1.2 Launch Agreements. Launch Services via Long Term Launch Service Agreements shall be employed to satisfy the terms of this Contract, or at ICOGC's direction, Hughes shall develop, in conjunction with ICOGC, the appropriate and necessary Request For Proposal (RFP) documentation (when necessary), consistent with the requirements, terms and conditions of this Contract and the Satellite Contract to enable the competitive solicitation of bids from alternate Launch Service Providers. Hughes shall manage this program so as to minimize the impact of any Launch Service Provider substitution. 2.2 Post Launch Service Provider Contract Award 2.2.1 Management Activities. After Launch Service Provider turn-on or award of a Launch Service Agreement, Hughes shall provide all appropriate management and technical services to support the Satellite to Launch Page 2 207 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- Vehicle interface activities and shall be responsible for all Contract management functions, including but not limited to: - Negotiation of contract changes - Management and tracking of program milestones - Coordination of data/information exchanges, and - Data approvals as required by the Launch Service Agreement 2.2.1.1 Progress and Technical Meetings. Regular progress meetings shall be conducted as necessary with the Launch Service Providers to which ICOGC shall be invited. As a minimum these will be held at quarterly intervals and may be combined with technical interface meetings for expediency. 2.2.2 Selection of Launch Slot and Launch Date. Hughes shall coordinate the development of the Launch Service Master Phasing Schedule and monitor progress against major milestones. Hughes shall ordinate with ICOGC the selection of the relevant Launch Slot and Launch Date consistent with the schedule established by ICOGC requirements. Hughes shall initiate discussion with ICOGC at least thirty (30) calender Days prior to the determination dates for the establishment of the Launch Date. 2.2.3 Satellite/Launch Vehicle Technical Activities. Hughes shall coordinate the overall schedule for the Launch Services and content of meetings and major reviews throughout the Satellite/Launch Vehicle integration process. Page 3 208 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- Hughes shall ordinate the Launch Vehicle and Satellite integration process and provide the management interface to ensure that technical requirements, data and analyses are established and coordinated between the engineering staffs of the Satellite Program Office and the Launch Service Provider. Hughes shall maintain and report the status of all action items generated from the above meetings and coordinate their resolution. 2.2.4 Documentation. Hughes shall review and provide ICOGC all documentation, analyses and reports prepared under this Contract, in accordance with the applicable Launch Service Agreement, which are required to successfully complete the integration process. These may include, but are not limited to: - Interface Control Documents - Coupled Loads Analysis - Thermal Analysis - Integration and Mission Analyses - Launch Operations and Safety Planning - Separation analysis - Venting analysis - Clearance analysis - Launch operations and safety documents - Payload matchmates and separation shock tests when required. - Trajectory, Guidance Targeting, Accuracy analysis and associated orbit characteristics and dispersion - Launch Vehicle contamination and cleanliness analysis - Launch Failure Reports, if applicable 2.2.5 Launch Vehicle Acceptance. Hughes shall monitor all work in progress and the final acceptance of the Launch Vehicle in accordance with the Page 4 209 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- applicable Launch Service Agreement. This shall include, but is not limited to: - review of progress reports submitted by the relevant Launch Service Provider - attending major reviews - tracking problem resolutions 2.2.6 Mission Director Hughes shall act in the capacity of Mission Director (i.e ., the individual responsible for providing the Satellite status during the Launch campaign and the final go/no-go decision for Launch to the Launch Service Provider) for ICOGC during the Launch. Page 5 210 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 3.0 REPORTING Hughes shall provide ICOGC with full visibility of Contract and technical actions by providing a monthly progress report to the ICOGC resident team. The format of this report shall be jointly agreed upon by ICOGC and Hughes and shall be adjusted over the life of the program as necessary. Hughes shall inform ICOGC, or its designated representative, of the date and time of all significant meetings (i.e. Preliminary Design Reviews, Critical Design Reviews, Management Review Meetings, etc.), and ICOGC personnel or their designated representative, as they choose, may attend any of the meetings held with the Launch Service Provider and/or the Satellite manufacturer. This attendance shall be limited to three (3) ICOGC personnel. Additional ICOGC personnel may attend as mutually agreed upon by ICOGC, Hughes and the Launch Service Provider. Hughes shall notify ICOGC promptly, initially either in person or by telephone and then shall confirm in writing within seven (7) Days, of any material event, circumstance, or development which the Hughes Mission Manager reasonably believes will affect (a) the quality of any Launch Vehicle or component part thereof or any services or data and documentation to be provided herein, or (b) the Launch Schedule(s) herein. Notifications made pursuant to this Paragraph are intended to supplement but not replace information available or provided to ICOGC pursuant to this Article. Page 6 211 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 4.0 RESERVED Page 7 212 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 5.0 LOGO The Launch Service Provider shall include provision for the inclusion of the ICOGC logo on each Launch Vehicle fairing. ICOGC shall supply final details of the logo no later than Launch minus twelve Months (2-12) for the first Launch on each type of Launch Vehicle (i.e. Atlas IIAS, Proton, Delta III, Zenit, etc.). Page 8 213 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 6.0 LAUNCH CAMPAIGN ACCOMMODATION AND FACILITIES Hughes shall assure that the Launch Service Providers will make available office space for up to three (3) ICOGC residents and/or representatives at the Launch Service Provider's Satellite processing and Designated Launch Site facility, for the duration of the Satellite Launch campaign. These facilities shall be co-located with those of the Hughes Launch support team. Appropriate telephone, fax, copying and other general office facilities shall be provided. ICOGC shall have full access to all appropriate data and monitoring facilities at the Designated Launch Site which are available to the Hughes Launch team. In the case of Proton or Zenit Launches where commercially available off-base housing, transport and general living facilities are not available, Hughes shall, if requested, arrange to supply these to the ICOGC personnel in the same manner provided to its own Launch team. All charges, if any, incurred by Hughes for the provision of these living facilities, food and transportation shall be billed to ICOGC. Note: i For Launches conducted in Baikonur, there is a charge of between $115.00 US and $135.00 US (depending on the year of the Launch) for lodging and all food service per person per day. A charge of $900.00 US per person is levied for round trip transportation from Moscow to the Baikonur Launch Site and all associated ground transportation. ii For Zenit Launches transportation for ICOGC personnel to Long Beach, California, and/or any other point of debarkation of the command and control ship or any air transportation, or surface ship transport to the command and control ship at sea, shall be borne by ICOGC. Any cost for ICOGC personnel's lodging, meals, transportation and recreation, while on board the command and control ship, shall be borne by ICOGC, but shall not to exceed $200.00 US per day per Page 9 214 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- person. If Hughes is not charged for lodging, meals and transportation while on board the command and control ship, no cost will be passed to ICOGC. Page 10 215 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 7.0 PRODUCT ASSURANCE ACTIVITIES & SAFETY 7.1 Launch Vehicle Qualification. Hughes shall ensure that the Launch Service Provider clearly indicates qualification status of the Launch Vehicle and assures that any new, modified or mission peculiar items have been qualified. All items falling into this category shall be highlighted to ICOGC. 7.2 Launch Vehicle Failure Review. Hughes shall ensure that ICOGC is appropriately involved in any Launch Vehicle failure review board activities relevant to ICOGC Launch Vehicle hardware or which may impact the ability of the Launch Service Provider to deliver on time. The level of involvement will vary. However any failure occurring shortly and in particularly immediately before planned ICOGC Launch shall include full disclosure and participation rights. 7.3 Requests for Deviation/Waiver. All Launch Service Provider deviations/waivers affecting key performance margins, interface control documents or mission requirements shall be promptly submitted to ICOGC for review. Page 11 216 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 8.0 PAYLOAD PROCESSING FACILITIES AND SERVICES Hughes shall be responsible for arranging all necessary payload processing facilities and services required to safely and efficiently support Satellite payload processing at the Designated Launch Site, including any Satellite test activities. Page 12 217 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 9.0 MISSION INTEGRATION Hughes shall, as a minimum, conduct the following mission reviews and meetings with the Launch Service Provider, to which ICOGC personnel shall be invited: - Technical Working Groups (as needed). - Preliminary and Critical Mission Peculiar Design Reviews (typically only held once per Launch). - Ground Operations Readiness Review (typically at L-12 and L-6 months). - Launch Vehicle Readiness Review (typically 2 days before each Launch) - Launch Readiness Review (typically 1 day before each Launch) - Launch Vehicle quality and/or systems reviews if provided by Launch Service Providers. Page 13 218 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT A CONTRACT NO: ICOO/95-1003/YW STATEMENT OF WORK - -------------------------------------------------------------------------------- 10.0 POST MISSION SUPPORT SERVICES Hughes shall provide all necessary post mission support services. These shall include but are not limited to: - Satellite orbit and attitude data at separation, within 45 minutes of separation. - Post Launch evaluation report (Satellite flight environment and separation assessment) from Launch Vehicle telemetry. Page 14 219 1 JULY 1996 - AMENDMENT 1 4.7.2.6a CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT ------------------------- EXHIBIT F MILESTONE PAYMENT PLAN ------------------------- 7 DECEMBER 1995 220 * [EXHIBIT F AMENDMENT 1 TOTAL OF 7 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 221 * 222 * 223 * 224 * 225 * 226 * 227 1 JULY 1996 - AGREEMENT 1 4.7.2.7 CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G ICOGC GUARANTEE 7 DECEMBER 1995 228 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW ICOGC GUARANTEE - -------------------------------------------------------------------------------- ICOGC GUARANTEE 1 In consideration of Hughes Space and Communications International, Inc ("Hughes") entering into a contract with ICO Global Communications (Operations) Limited ("ICOGC") for the supply of launch services and the management thereof for the ICO Program dated 7 December, 1995 (as such contract may be amended, varied, extended, renewed or supplemented from time to time, the "Launch Vehicle Contract" and expressions defined in the Launch Vehicle Contract shall have the same meanings in this Guarantee) and for sufficient consideration (receipt whereof the Guarantor hereby acknowledges) I-CO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED (the "Guarantor") hereby unconditionally guarantees the payment on the due date of all sums payable now or in the future to Hughes by ICOGC under the Launch Vehicle Contract when and as the same become due and the full, prompt and complete performance by ICOGC of all its obligations under the Launch Vehicle Contract. 2 The Guarantor hereby unconditionally and irrevocably agrees as a separate, continuing and primary obligation to indemnify Hughes on demand should any amount due under Clause 1 not be recoverable from the Guarantor on the basis of guarantee for any reason whatsoever. 3 The Guarantor's obligations under this Guarantee shall be subject to all the relevant terms and conditions of the Launch Vehicle Contract and nothing in this Guarantee shall constitute a waiver by ICOGC or the Guarantor of any defense, claim or counterclaim available to ICOGC under the Launch Vehicle Contract or otherwise. Subject to paragraph 2 above, the Guarantor's sole obligation under this Guarantee shall be as guarantor of the obligations of ICOGC under the Launch Vehicle Contract, subject to all of the limitations on such obligations which are provided for in such Launch Vehicle Contract or under applicable law except for such limitations as may arise in law as a result of bankruptcy, insolvency or reorganisation proceedings relating to ICOGC. The Guarantor hereby acknowledges that its liability as Guarantor under this Guarantee shall not be discharged or impaired in any way by: (a) any compromise or release of or abstention from perfecting or enforcing any right or remedy against ICOGC or any other person; or (b) any release of or granting of time to ICOGC or any other indulgence, waiver, consent or concession being granted at anytime to ICOGC or any other person; or 229 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW ICOGC GUARANTEE - -------------------------------------------------------------------------------- (c) any other act, omission, dealing, matter or thing whatsoever (including, without limitation, any change in the memorandum or articles of association (or their equivalent) of ICOGC, or any irregularity, unenforceability or invalidity of any obligations of ICOGC under the Launch Vehicle Contract or the liquidation, dissolution, reconstruction, amalgamation or bankruptcy of ICOGC or any other change in the corporate relationship between the Guarantor and ICOGC including any merger, consolidation or sale of assets of ICOGC; or (d) any legal limitation, disability, incapacity or other circumstances relating to ICOGC or any other person or any amendment to or extension or variation of the terms of the Launch Vehicle Contract or any other document referred to in the Launch Vehicle Contract. 4 The Guarantor hereby declares and agrees that this Guarantee shall be held by Hughes as a continuing security and shall not be satisfied by any intermediate payment or satisfaction of any part of the obligations hereby guaranteed and shall remain in full force and effect until all the obligations of ICOGC under the Launch Vehicle Contract have been performed and all sums payable by ICOGC under the Launch Vehicle Contract have been fully paid and discharged in full in each case in accordance with the Launch Vehicle Contract and subject to all the provisions therein contained. 5 This Guarantee shall be in addition to, and not in substitution for, any other rights which Hughes may now or hereafter have under or by virtue of any guarantee or security or agreement or any lien or by operation of law or under any collateral or other security now or hereafter held by Hughes or to which Hughes may be entitled. 6 Any release, compromise or discharge of the obligations of the Guarantor under this Guarantee shall be deemed to be made subject to the condition that it will be void if any payment or security which Hughes may receive or have received is set aside or proves invalid for whatever reason. 7 All payments to be made by the Guarantor to Hughes under this Guarantee shall be made on the due date in United States Dollars and in cleared funds and to such account as Hughes shall specify and shall be made free and clear of, and without deduction for or on account of, any present or future taxation, unless the Guarantor is required by law or regulation to make payment subject to any taxation, in which event such payment shall be increased by such amount as may be necessary to ensure that Hughes receives a net amount, which, after deducting or withholding such taxation, is equal to the full amount which Hughes would have received had such payment not been subject to such taxation. 230 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW ICOGC GUARANTEE - -------------------------------------------------------------------------------- 8 The Guarantor shall be subrogated to the rights of Hughes against ICOGC in respect of any amounts paid by the Guarantor to Hughes pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation, or any related claim for exoneration, indemnification or reimbursement that the Guarantor may now have or hereafter acquire against ICOGC in any way related to or arising from the obligations ICOGC under the Launch Vehicle Contract, until such obligations or, as the case may be the relevant part thereof, shall have been paid and performed in accordance the terms and conditions of the Launch Vehicle Contract. 9 In addition to the liability otherwise assumed in this Guarantee, the Guarantor shall immediately reimburse Hughes for all costs and expenses, including all reasonable legal fees and costs, incurred by Hughes in the collection or enforcement of any liability under this Guarantee. However, if the Guarantor is the prevailing party in any proceedings to collect or enforce any liability under this Guarantee, Hughes agrees that it shall immediately reimburse the Guarantor for all costs and expenses, including all reasonable legal fees and costs, which the Guarantor may incur in connection with any such proceedings, and the Guarantor shall have no liability to Hughes under the preceding sentence in this paragraph 9 in any such proceeding. 10 This Guarantee and any provision hereof may be waived, amended, modified or supplemented as between Hughes and the Guarantor only by an agreement or instrument in writing executed by the Guarantor and Hughes. 11 Any notice, demand or other communication required or permitted to be made hereunder shall be in writing and signed by or on behalf of the person giving it. Except in the case of personal service, any notice shall be sent or delivered to the party to be served at the address or to the facsimile number set out below and if a person or officer is named for the purpose, the notice shall be marked for his attention. Any alteration in such details shall, to have effect, be notified to the other parties in accordance with this clause. 12 Service of a notice must be effective by one of the following methods: 12.2.1 personally on the Chief Executive Officer or the Company Secretary of either party and shall be treated as served at the time of such notice; 231 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW ICOGC GUARANTEE - -------------------------------------------------------------------------------- 12.2.2 by prepaid first class post (or by airmail if from one country to another) and shall be treated as served on the second (or if by airmail the fourth) Business Day after date of posting. In proving service it shall be sufficient to prove that the envelope containing the notice as correctly addressed, postage paid and posted; or 12.2.3 by delivery of the notice through the letterbox of the party to be served or by sending it by facsimile and shall be treated as served on the first Business Day after the date of such delivery or sending. In proving service by facsimile it shall be sufficient to prove that the facsimile was preceded by the answerback code of the party to whom it was sent. A. In respect of the Guarantor, to: I-CO Global Communications (Holdings) Limited c/o I-CO Services Limited 1 Queen Caroline Street London W6 9BN Telephone: (181 600-1000) Facsimile: (181 600-1199) Attention: Olof Lundberg B. In respect of Hughes, to: Hughes Space and Communications International, Inc Bldg. S10, M/SS350 Post Office Box 92919, Airport Station, Los Angeles, California 90009 Telephone: (310) 304-5729 Facsimile: (310) 364-7990 Attention: Dennis R. Beeson Manager, Contracts. 232 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT G Contract No: ICOO/95-1003/YW ICOGC GUARANTEE - -------------------------------------------------------------------------------- 13 This Guarantee shall be governed by, and construed in accordance with English law. The provisions of Article 30 of the Launch Vehicle Contract (Disputes and Arbitration) shall apply mutatis mutandis this Guarantee. Dated 7th day of December, 1995 See Original for Signatures --------------------------- FOR AND ON BEHALF OF I-CO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED See Original for Signatures --------------------------- FOR AND ON BEHALF OF HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC 233 1 JULY 1996 - AMENDMENT 1 4.7.2.8 CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H HUGHES GUARANTEE 7 DECEMBER 1995 234 1 JULY 7996 - AMENDMENT 1 CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H HUGHES GUARANTEE 7 DECEMBER 1995 235 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- GUARANTEE AGREEMENT ("Guarantee") dated as of December ___, 1995, between HUGHES ELECTRONICS CORPORATION, a Delaware corporation ("Guarantor") and ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, a company incorporated in the Cayman Islands as an Exempted Company having its registered office at the Huntlaw Building, P.O. Box 1350, Fort Street, Georgetown, Grand Cayman, Cayman Islands ("Beneficiary"). For value received, and to induce Beneficiary to enter into that certain Contract for Launch Services Supply and Management, dated December ___, 1995 (the "Contract") with HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Guarantor ("Obligor"), Guarantor agrees with Beneficiary as follows: 1. Guarantee. Guarantor undertakes and guarantees the full, prompt and complete performance by Obligor of all its obligations under the Contract and the due and punctual payment of all sums which are payable by the Obligor to the Beneficiary under the Contract when the same shall become due and undertakes with the Beneficiary that if the Obligor shall default in the payment of any sum which is due and payable to Beneficiary under the Contract, the Guarantor shall pay such sum to Beneficiary, within ten (10) days after demand in writing by Beneficiary. Guarantor's obligations to Beneficiary under this Guarantee shall in each case be subject to all the relevant terms and conditions of the Contract and applicable law and nothing in this Guarantee shall be deemed to constitute a waiver by the Obligor or the Guarantor of any defense, claim or counterclaim available to the Obligor under the Contract or under applicable law. Subject to paragraph 2 below, Guarantor's sole obligation to Beneficiary under this Guarantee shall be as guarantor of the obligations of Obligor under the Contract, subject to all of the limitations on such obligations which are provided for in such Contract or under applicable law (except for such limitations as may arise as the result of a bankruptcy, insolvency or reorganization proceeding of Obligor). 2. The Guarantor hereby unconditionally and irrevocably agrees as a separate, continuing and primary obligation to indemnify the Beneficiary on demand should any amount due under Clause 1 not be recoverable from the Guarantor on the basis of a guarantee for any reason whatsoever. 3. Continuing Guarantee. The Guarantee in paragraph 1 is a continuing guarantee and shall remain in force until all obligations of the Obligor under the Contract have been fully performed and all sums payable by the Obligor have been fully paid, in each case in accordance with the Contract and subject to all the provisions therein contained. 4. Waivers of Notice, etc. The obligations of the Guarantor under this Guarantee shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate the Guarantor from its obligations or affect such obligations including without limitation and whether or not known to Guarantor. (a) any time, indulgence, waiver or consent at any time given to the Obligor or any other person; 236 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- (b) any compromise or release of or abstention from perfecting or enforcing any right or remedy against the Obligor or any other person; (c) any legal limitation, disability, incapacity or other circumstance relating to Obligor or any other person or any amendment to or variation of the terms of the Contract or any other document referred to in the Contract; (d) any change in the corporate relationship between the Obligor and Guarantor, including any merger, consolidation or sale of assets of Obligor, and (e) any irregularity, unenforceability or invalidity of any obligations of the Obligor under the Contract or the dissolution, reconstruction or insolvency of the Obligor. 5. No Waiver by Beneficiary. No failure on the part of the Beneficiary, or delay by Beneficiary, in exercising any right under or with respect to this Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of Beneficiary under or with respect to this Guarantee or the Contract. 6. Any release, compromise or discharge of the obligations of the Guarantor under this Guarantee shall be deemed to be made subject to the condition that it will be void if any payment or security which the Beneficiary may receive or have received is set aside or proves invalid for whatever reason. 7. All payments to be made by the Guarantor to the Beneficiary under this Guarantee shall be made on the due date in United States Dollars and in cleared funds and to such accounts as the Beneficiary shall specify and shall made free and clear of, and without deduction for or on account of, any present or future taxation, unless the Guarantor is required by law or regulation to make payment subject to any taxation, in which event such payment shall be increased by such amount as may be necessary to ensure that the Beneficiary receives a net amount, which, after deducting or withholding such taxation, is equal to the full amount which the Beneficiary would have received had such payment not been subject to such taxation. 8. Right of Subrogation. Guarantor shall be subrogated to the Rights of the Beneficiary against Obligor in respect of any amounts paid by Guarantor to Beneficiary pursuant to the provisions of this Guarantee; provided, however, that Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation, or any related claim for exoneration, indemnification or reimbursement that Guarantor may now have or hereafter acquire against Obligor in any way related to or arising from the obligations of Obligor under the Contract, until all such obligations shall have been paid and performed in accordance with the terms and conditions of the Contract or applicable law. 237 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- 9. Attorneys' Fees and Costs. In addition to the liability otherwise assumed in this Guarantee, Guarantor agrees to forthwith reimburse Beneficiary for all costs and expenses, including all reasonable attorneys' fees and costs, incurred by Beneficiary in the collection or enforcement of any liability under this Guarantee. However, if Guarantor is the prevailing party in any proceeding to collect on or enforce any liability under this Guarantee, Beneficiary agrees to forthwith reimburse Guarantor for all costs and expenses, including all reasonable attorney' fees and costs, which Guarantor may incur in connection with any such proceeding, and Guarantor shall have no liability to Beneficiary under the preceding sentence in this paragraph 6 in any such proceeding. 10. Amendments. This Guarantee and any provision hereof may be waived, amended, modified or supplemented as between beneficiary and Guarantor only by an agreement or instrument in writing executed by Guarantor and Beneficiary; and neither this Guarantee near any provision hereof shall be varied, contradicted or explained by an oral agreement, course of dealing or performance, usage of trade or any other matter not set forth in an agreement or instrument in writing and executed as specified above. 11. Notices. 11.1 Any notice, demand or other communication required or permitted to be made hereunder shall be in writing and signed by or on behalf of the person giving it. Except in the case of personal service, any notice shall be sent or delivered to the party to be served at the address or to the facsimile number set out below and if a person or officer is named for the purpose, the notice shall be marked for his attention. Any alteration in such details shall, to have effect, be notified the other parties in accordance with this clause. 11.2 Service of a notice must be effective by one of the following methods: 11.2.1 personally on the Chief Executive Officer or the Company Secretary either party and shall be treated as served at the time of such notice: 11.2.2 by prepaid first class post (or by airmail if from one country to another and shall be treated as served on the second (or if by airmail fourth) Business day (as defined in the Contract) after date of posting. In proving service it shall be sufficient to prove at the envelope containing the notice was correctly addressed, postage paid and posted; or 11.2.3 by delivery of the notice through the letterbox of the party to be served or by sending it by facsimile and shall be treated as served on the first Business Day after the date of such delivery or sending. In proving service by facsimile it shall be sufficient to prove that the facsimile was preceded by the answerback code of the party to whom it was sent. 238 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- A. In respect of the Beneficiary, to: ICO Global Communications (Operations) Ltd. c/o ICO Services Limited 1 Queen Caroline Street London W69BN United Kingdom Telephone: (181) 600-1000 Facsimile: (181) 600-1199 Attention: Olof Lundberg B. In respect of the Guarantor, to: Hughes Space and Communications International, Inc. Bldg. S10, Mail Station S350 Post Office Box 92919, Airport Station Los Angeles, California 90009 Telephone: (310) 364-5729 Facsimile: (310) 364-7990 Attention: Dennis R. Beeson Manager, Contracts 239 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT H Contract No: ICOO/95-1003/YW HUGHES GUARANTEE - -------------------------------------------------------------------------------- 12. Applicable law and jurisdiction. 12.1 This Guarantee shall be governed by and construed in accordance with the laws of England. 12.2 The provisions of ARTICLE 30 (Disputes and Arbitration) of the Contract shall apply mutatis mutandis to this Guarantee. Dated _____ day of December, 1995 See Original for Signatures --------------------------- for and on behalf of ICO GLOBAL COMMUNICATIONS (OPERATIONS) LTD. See Original for Signatures --------------------------- for and on behalf of HUGHES ELECTRONICS CORPORATION 240 1 JULY 1996 - AMENDMENT 1 4.7.2.9 CONTRACT NUMBER; ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I TERMINATION LIABILITY CALCULATION 7 DECEMBER 1995 241 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1 Termination Calculations ..................................... 1 2 Termination Liabilities ...................................... 3 2.1 Atlas IIAS Termination Liability ............................. 3 Delta-III Termination Liability .............................. 3 Proton Termination Liability ................................. 4 Zenit Termination Liability .................................. 4 2.2 Effect of Atlas Launch Service Postponement .................. 4 2.3 Effect of Sea Launch Launch Service Postponement ............. 5 2.4 Effect of Proton Launch Service Postponement ................. 5 2.5 Effect of Delta-III Launch Service Postponement .............. 6 2.6 Delta-III Termination Liability Mitigation ................... 6 2.7 Alternate Launch Service Provider(s) ......................... 7
242 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- 1 TERMINATION CALCULATIONS CALCULATION 1. If the Termination Liability in ARTICLE 17 of the Contract ("Termination Liability') is to be calculated in accordance with CALCULATION 1, then the Termination Liability of ICOGC to Hughes for each terminated Service shall equal the amount derived from the formula below: Launch Service Cost x the relevant Termination Liability Percentage defined herein. CALCULATION 2. If the Termination Liability in ARTICLE 17 of the Contract is to be calculated in accordance with CALCULATION 2, then the Termination Liability of ICOGC to Hughes for each terminated Launch Service shall equal the amount derived from the applicable formula below: 1) For each Launch Service provided via a Longterm Launch Service Agreement: * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 1 243 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- 2) For each Launch Service provided via a unique Launch Service Agreement: * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 2 244 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- 2. TERMINATION LIABILITIES 2.1 Termination Liabilities for each terminated Launch Service provided via a Longterm Launch Services Agreement shall be as follows: Atlas IIAS Termination Liability * Delta-III Termination Liability * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 3 245 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- Proton Termination Liability * Zenit Termination Liability * 2.2 Effect of Atlas Launch Service Postponement. In the event that the Atlas Launch Service Provider declares a delay to the Launch Slot or Launch Period, the revised Launch Period as agreed between Hughes and the Atlas Launch Service Provider shall be used for the purpose of determining the appropriate percentage to utilize in calculating the applicable termination charge. In the event that Hughes or ICOGC declare * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 4 246 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- delay to the Launch Period or Launch Slot, the Launch Period or Launch Slot in effect prior to the declaration of delay shall be used for the purpose of determining the appropriate percentage to utilize in calculating the applicable to termination charge. 2.3 Effect of Sea Launch Launch Service Postponement. If Sea Launch declares or experiences a postponement for any Launch Service, the revised Launch Period, Launch Slot or Launch Date (as applicable) shall be used for the purpose of determining the appropriate percentage to utilize in calculating the Termination Liability for the postponed Launch Service(s). In the event that Hughes or ICOGC declares a delay to Zenit Launch Service, (i) the Termination Liability value for the postponed Launch Service, as of the date of postponement, shall be calculated utilizing the applicable table above and shall remain constant (i.e. not increase) during the applicable postponement period; and (ii) upon conclusion of the postponement period, a Termination liability for the postponed Launch Service shall again increase based upon the applicable Termination Liability table above and the revised Launch Period, Launch Slot or Launch Date (as applicable) as agreed between Hughes and the Zenit Launch Service Provider. 2.4 Effect of Proton Launch Service Postponement. If the Proton Launch Service Provider declares or experiences a postponement for any Launch Service, the revised Launch Period, Launch Slot or Launch Date (as applicable) shall be used for the purpose of determining the appropriate percentage to utilize in calculating the Termination Liability for the postponed Launch Service(s). In the event that Hughes or ICOGC declares a delay to a Proton Launch Service, i) the Termination Liability value for the postponed Launch Service, as of the date of postponement, shall be calculated utilizing the applicable table above and shall remain constant (i.e. not increase) during the applicable postponement period; and ii) upon conclusion of the postponement period, the Termination Liability for the postponed Launch Service shall again increase based upon the applicable Termination Liability table above and the revised Launch Period, Launch Slot or Launch Date (as applicable) as agreed between Hughes and the Proton Launch Service Provider. Page 5 247 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- 2.5 Effect of Delta-III Launch Service Postponement. If the Delta-III Launch Service Provider declares or experiences a postponement for any Launch Service, the revised Launch Period, Launch Slot or Launch Date (as applicable) shall be used for the purpose of determining the appropriate percentage to utilize in calculating the Termination Liability for the postponed Launch Service(s). In the event that Hughes or ICOGC declares a delay to a Delta-III Launch Service prior to Launch minus 24 months, i) the Termination Liability value for the postponed Launch Service, as of the date of postponement shall be calculated utilizing the applicable table above and shall remain constant (i.e. not increase) during the applicable postponement period; and ii) upon conclusion of the postponement period, the Termination Liability for the postponed Launch Service shall again increase based upon the applicable Termination Liability table above and the revised Launch Semester as agreed between Hughes and the Delta-III Launch Service Provider. In a event that Hughes or ICOGC declare a delay to a Delta-III Launch Service after Launch minus 24 months, the Launch Period or Launch Slot in effect prior to the declaration of delay shall be used for the purpose of determining the appropriate percentage to utilize in calculating the applicable termination charge. 2.6 Delta-III Termination Liability Mitigation. If any Delta-III Launch Service is terminated by ICOGC for convenience, then ICOGC shall be entitled to receive an equitable adjustment to the Termination Liability amount if any Hardware (for the purposes of this Paragraph, Hardware is defined as the affected Launch Vehicle(s) or any portion thereof) is subsequently utilized for Launch Services for any third party customer of the Delta-III Launch Service Provider. Upon the transfer or utilization of any Hardware (as defined in EXHIBIT C) for a Launch Service for such third party customer, the Parties and the Delta-III Launch Service Provider shall negotiate in good faith to determine the amount of the applicable equitable adjustment. Such applicable equitable adjustment shall account for, via exclusion, the Launch Service Provider's reasonable costs, including but not limited to inventory carrying fees, unrecoverable costs, reasonable re-programming costs, and the Launch Service Provider's profit which would have been same had a Launch Service not been terminated, for each terminated Page 6 248 1 JULY 1996 - AMENDMENT 1 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT EXHIBIT I Contract No: ICOO/95-1003/YW TERMINATION LIABILITY CALCULATION - -------------------------------------------------------------------------------- Launch. Any equitable adjustment shall be payable by Launch Service Provider within thirty (30) days of the later of i) the completion of good faith negotiations between the Parties; or ii) the sale of the eleventh Delta III Launch Service by the Launch Service Provider, to any party, excluding any Launch terminated herein. Hughes shall forward to ICOGC any equitable adjustment value derived in accordance with the paragraph within five (5) Business Days of receipt of such amount from the Delta Launch Service Provider. 2.7 Alternate Launch Service Provide Provider(s). Termination Liability percentages/amounts for Launch Services not provided via a Longterm Launch Service Agreement shall be incorporated into this EXHIBIT I upon the execution of a Launch Service Agreement between Hughes and the relevant Launch Service Provider (such agreement must be approved by ICOGC prior to execution). Page 7 249 16 JUNE 1997 - AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- CONTRACT NUMBER: ICOO/95-1003/YW AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT BETWEEN ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. 7 DECEMBER 1995 250 16 JUNE 1997 - AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT CONTRACT NO. ICOO/95-1003/YW - -------------------------------------------------------------------------------- point in time during the launch countdown when initiation of the gas generator ignitors firing command and firing of any of the gas generator ignitors occurs. O "Launch" means; for Atlas Launch Services, the Intentional Ignition of the first stage engines of the Launch Vehicle carrying the Satellite followed by either release of the Launch Vehicle from the launcher holddown restraints or Satellite and Launch Vehicle damage or destruction sufficient so that both the Satellite and the Launch Vehicle are declared total losses; or for Delta-III Launch Services, the Intentional Ignition of the first stage solid rocket motors of the Delta III Launch Vehicle; or for Proton Launch Services, the Intentional Ignition of the first stage engines of a Launch Vehicle carrying a Satellite, followed by physical separation of the Launch Vehicle from the ground support equipment, unless such event constitutes a Terminated Ignition (as such term is defined in EXHIBIT D); or for Zenit Launch Services, the point in time when an electronic signal is sent to command the opening of any first stage propellant valves. A launch is deemed to have occurred even if there is a Total Failure, Total Constructive Failure or Partial Failure of the Launch Vehicle (as such terms are defined in EXHIBIT E); P "Launch Date" means the single Day on which the relevant Launch Service(s) shall be performed by the Launch Service Provider. Q "Launch Period" means the three (3) Month period in which the relevant Launch Service shall be performed by the Launch Service Provider. In the case of Atlas Launch Services, the Launch Period shall be a four (4) Month period. R "Launch Revision Fees" means any amount payable by Hughes to a Launch Service Provider as a consequence of the implementation, for any reason, in accordance with - -------------------------------------------------------------------------------- Page 4 251 16 JUNE 1997 - AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT CONTRACT NO: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 3 LAUNCH SCHEDULING 3.1 Launch Manifest. In accordance with the provisions of this Contract, Hughes shall utilize the Launch Service Provider(s) and Launch Dates specified in Table 1 below in establishing the baseline Launch Services manifest (set out as Table 1 below) on behalf of ICOGC: TABLE 1: BASELINE LAUNCH SERVICES MANIFEST
- --------------------------------------------------------------------------------------------------------------- LAUNCH LAUNCH SERVICE PROVIDER(1) LAUNCH LTA(2) LAUNCH TARGET VEHICLE LAUNCH # PERIOD LAUNCH DATE(S) - --------------------------------------------------------------------------------------------------------------- 1 Lockheed Martin Atlas-IIAS * Commercial Launch Services - --------------------------------------------------------------------------------------------------------------- 2 Lockheed-Krunichev-Energia Proton * International - --------------------------------------------------------------------------------------------------------------- 3 Lockheed-Krunichev-Energia Proton * International - --------------------------------------------------------------------------------------------------------------- 4 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------- 5 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------- 6 Sea Launch Limited Partnership Zenit * - --------------------------------------------------------------------------------------------------------------- 7 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------- 8 Sea Launch Limited Partnership Zenit * - --------------------------------------------------------------------------------------------------------------- 9 Lockheed-Krunichev-Energia Proton * International - --------------------------------------------------------------------------------------------------------------- 10 McDonnell Douglas Corporation Delta-III * - --------------------------------------------------------------------------------------------------------------- 11 Sea Launch Limited Partnership Zenit * - --------------------------------------------------------------------------------------------------------------- 12 McDonnell Douglas Corporation Delta-III * - ---------------------------------------------------------------------------------------------------------------
1: Indicated Launch Services are provided through a Longterm Launch Service Agreement between Hughes and the relevant Launch Service Provider(s). 2: The referenced Launch Number ("Launch #") indicates what type of Launch Service (i.e. Firm or Option) and which Launch Service or Launch Semester (i.e. Number 5 of 10 purchased by Hughes) shall be provided by Hughes to I-COGC. The procedures between Hughes and the Launch Service Providers for determining a Launch Period, Slot or Day are as set out in Exhibits B through E as applicable (or as * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. - -------------------------------------------------------------------------------- Page 9 252 16 JUNE 1997 - AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT CONTRACT NO: ICOO/95-1003/YW - --------------------------------------------------------------------------------
Date Revised Letter of Credit Amount - ---- ------------------------------- *
ICOGC shall notify Hughes within five (5) Days of any recommended adjustments to the amount of the Letter of Credit. In the event ICOGC has not made a payment for a milestone within fifteen (15) Days after the receipt of Hughes' invoice and milestone completion certification when pursuant to ARTICLE 4.5 it was obligated to do so, the irrevocable Letter of Credit shall allow Hughes to immediately draw down an amount which Hughes certifies as the outstanding amount payable for that milestone. ICOGC will be responsible for all bank charges, expenses, and commissions relating to the irrevocable Letter of Credit required to be issued hereunder on Hughes' behalf save as may be incurred as a result of a delay in the last milestone payment beyond 01 January 2001 caused by a late Delivery by Hughes of the relevant Satellite or the associated deliverables beyond their respective Delivery Dates (where that delay * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 253 16 JUNE 1997 - AMENDMENT 2 CONTRACT NUMBER: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT -------------------------------- Exhibit F Milestone Payment Plan -------------------------------- 7 December 1995 254 Exhibit F, Milestone Payment Plan (US$) 16 June 1997 - Amendment 2 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 1 255 Exhibit F, Milestone Payment Plan (US$) 16 June 1997 - Amendment 2 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 2 256 Exhibit F, Milestone Payment Plan (US$) 16 June 1997 - Amendment 2 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 3 257 Exhibit F, Milestone Payment Plan (US$) 16 June 1997 - Amendment 2 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 4 258 Exhibit F, Milestone Payment Plan (US$) 16 June 1997 - Amendment 2 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 5 259 Exhibit F, Milestone Payment Plan (US$) 16 June 1997 - Amendment 2 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 6 260 Exhibit F, Milestone Payment Plan (US$) 16 June 1997 - Amendment 2 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 7 261 4.7.1.3 AMENDMENT NUMBER 2 TO THE LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT BETWEEN ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED & HUGHES SPACE AND COMMUNICATIONS 16 JUNE 1997 Contract Number: ICOO/95-1003/YW This document is to be protected from the risks of unauthorized disclosure, loss, misappropriation and alteration. Although not marked "Hughes Proprietary" because of contractual reasons, it should not be disclosed to any individual(s) unless the recipient meets the "need to know" criteria. This document should be handled exactly like any other "Hughes Proprietary" document. 262 AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- AMENDMENT NUMBER 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT (ICOO/95-1003/YW) BETWEEN ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED AND HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. This Amendment Number 2 to the Launch Services Supply and Management Contract ICOO/95-1003/YW dated and signed on 7 December 1995 (hereinafter referred to as "the Contract") is made on this 7th day of July 1997 by and between ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, a company incorporated in the Cayman Islands as an Exempted Company having its registered office at the Huntlaw Building, PO Box 1350, Fort Street, Georgetown, Grand Cayman, Cayman Islands (hereinafter referred to as "ICOGC"); and HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware, USA, with a place of business in El Segundo, California USA, (hereinafter referred to as "Hughes"). WHEREAS: ICOGC and Hughes have previously entered into the Contract for provision of Launch Services and Management Services, and 263 AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- WHEREAS: ICOGC and Hughes have previously incorporated Amendment Number 1 to the Contract on 5 July 1996, and WHEREAS: ICOGC and Hughes have reached agreement to modify certain Contract Articles and Contract Exhibits, NOW THEREFORE, in consideration of the agreement between the Parties, the Parties agree that the Contract is amended as follows below: 1. Revise the Contract Articles by: a. Revising the Definition for "Launch Period" (Definition Q). b. Revising Table 1 on page 9. c. Revising Article 4.10 on page 29. 2. Delete the EXHIBIT F, MILESTONE PAYMENT PLAN, dated 1 July 1996 and replace it with the revised EXHIBIT F, MILESTONE PAYMENT PLAN, dated 16 June 1997. The revised pages of the Contract Articles and the revised EXHIBIT F are attached and made a part hereof. For clarity and continuity, the revised pages of the Contract Articles and all pages of the revised exhibit F have been marked "Amendment 2" and "16 June 1997' in the upper right hand corner. This Amendment Number 2 results in no change to the Contract price. 264 AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- Save as provided for in this Amendment Number 2, the Contract, including all Exhibits thereto, shall otherwise remain unchanged. IN WITNESS WHEREOF, this Amendment Number 2 has been duly executed by the Parties on the date stated above. HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. By: /s/ H.E. McDONNELL ----------------------------------------- (signed) H.E. McDonnell ----------------------------------------- (printed) Title: Vice President, Commercial ----------------------------------------- ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED By: /s/ OLOF LUNDBERG ----------------------------------------- (signed) OLOF LUNDBERG ----------------------------------------- (printed) Title: CEO ----------------------------------------- 265 16 JUNE 1997 - AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - -------------------------------------------------------------------------------- Contract Number: ICOO/95-1003/YW AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT BETWEEN ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED & HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. 7 DECEMBER 1995 THIS DOCUMENT IS TO BE PROTECTED FROM THE RISKS OF UNAUTHORIZED DISCLOSURE, LOSS, MISAPPROPRIATION AND ALTERATION. ALTHOUGH NOT MARKED "HUGHES PROPRIETARY" BECAUSE OF CONTRACTUAL REASONS, IT SHOULD NOT BE DISCLOSED TO ANY INDIVIDUAL(S) UNLESS THE RECIPIENT MEETS THE "NEED TO KNOW" CRITERIA. THIS DOCUMENT SHOULD BE HANDLED EXACTLY LIKE ANY OTHER "HUGHES PROPRIETARY" DOCUMENT. 266 16 JUNE 1997 - AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT ICOO/95-1003/YW - -------------------------------------------------------------------------------- point in time during the launch countdown when initiation of the gas generator ignitors firing command and firing of any of the gas generator ignitors occurs. O "Launch" means; for Atlas Launch Services, the Intentional Ignition of the first stage engines of the Launch Vehicle carrying the Satellite followed by either release of the Launch Vehicle from the launcher holddown restraints or Satellite and Launch Vehicle damage or destruction sufficient so that both the Satellite and the Launch Vehicle are declared total losses; or for Delta-III Launch Services, the Intentional Ignition of the first stage solid rocket motors of the Delta III Launch Vehicle; or for Proton Launch Services, the Intentional Ignition of the first stage engines of a Launch Vehicle carrying a Satellite, followed by physical separation of the Launch Vehicle from the ground support equipment, unless such event constitutes a Terminated Ignition (as such term is defined in EXHIBIT D); or for Zenit Launch Services, the point in time when an electronic signal is sent to command the opening of any first stage propellant valves. A launch is deemed to have occurred even if there is a Total Failure, Total Constructive Failure or Partial Failure of the Launch Vehicle (as such terms are defined in EXHIBIT E); P "Launch date" means the single day on which the relevant Launch Service(s) shall be performed by the Launch Service Provider. Q "Launch Period" means the three (3) Month period in which the relevant Launch Service shall be performed by the Launch Service Provider. In the case of Atlas Launch Services, the Launch Period shall be a four (4) Month period. R "Launch Revision Fees" means any amount payable by Hughes to a Launch Service Provider as a consequence of the implementation, for any reason accordance with - -------------------------------------------------------------------------------- Page 4 267 16 June 1997 - Amendment 2 Launch Services and Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- ARTICLE 3 LAUNCH SCHEDULING 3.1 Launch Manifest. In accordance with the provisions of this Contract, Hughes shall utilize the Launch Service Provider(s) and Launch Dates specified in Table 1 below in establishing the baseline Launch Services manifest (set out as Table 1 below) on behalf of ICOGC: TABLE 1: BASELINE LAUNCH SERVICES MANIFEST
- ------------------------------------------------------------------------------------------------------------------------------------ LAUNCH LAUNCH SERVICE PROVIDER(1) LAUNCH LTA(2) LAUNCH TARGET VEHICLE LAUNCH # PERIOD LAUNCH DATE(S) - ------------------------------------------------------------------------------------------------------------------------------------ 1 Lockheed Martin Atlas-IIAS * Commercial Launch Services - ------------------------------------------------------------------------------------------------------------------------------------ 2 Lockheed-Krunichev-Energia Proton * International - ------------------------------------------------------------------------------------------------------------------------------------ 3 Lockheed-Krunichev-Energia Proton * International - ------------------------------------------------------------------------------------------------------------------------------------ 4 McDonnell Douglas Corporation Delta-III * - ------------------------------------------------------------------------------------------------------------------------------------ 5 McDonnell Douglas Corporation Delta-III * - ------------------------------------------------------------------------------------------------------------------------------------ 6 Sea Launch Limited Partnership Zenit * - ------------------------------------------------------------------------------------------------------------------------------------ 7 McDonnell Douglas Corporation Delta-III * - ------------------------------------------------------------------------------------------------------------------------------------ 8 Sea Launch Limited Partnership Zenit * - ------------------------------------------------------------------------------------------------------------------------------------ 9 Lockheed-Krunichev-Energia Proton * International - ------------------------------------------------------------------------------------------------------------------------------------ 10 McDonnell Douglas Corporation Delta-III * - ------------------------------------------------------------------------------------------------------------------------------------ 11 Sea Launch Limited Partnership Zenit * - ------------------------------------------------------------------------------------------------------------------------------------ 12 McDonnell Douglas Corporation Delta-III * - ------------------------------------------------------------------------------------------------------------------------------------ 1: Indicated Launch Services are provided through a Longterm Launch Service Agreement between Hughes and the relevant Launch Service Provider(s) 2: The referenced Launch Number ("Launch #") indicates what type of Launch Service (i.e. Firm or Option) and which Launch Service or Launch Semester (i.e. Number 5 of 10 purchased by Hughes) shall be provided by Hughes to I-COGC. - ------------------------------------------------------------------------------------------------------------------------------------
The procedure between Hughes and the Launch Service Providers for determining a Launch Period, Slot or Day are as set out in Exhibits B through E as applicable (or as * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. - -------------------------------------------------------------------------------- Page 9 268 16 JUNE 1997-AMENDMENT NUMBER 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Contract No. ICOO/95-1003/YW - --------------------------------------------------------------------------------
Date Revised Letter of Credit Amount - ---- ------------------------------- *
ICOGC shall notify Hughes within five (5) Days of any recommended adjustments to the amount of the Letter of Credit. In the event ICOGC has not made a payment for a milestone within fifteen (15) Days after the receipt of Hughes' invoice and milestone completion certification when pursuant to ARTICLE 4.5 was obligated to do so, the irrevocable letter of Credit shall allow Hughes to immediately draw down an amount which Hughes certifies as the outstanding amount payable for that milestone. ICOGC will be responsible for all bank charges, expenses,and commissions relating to the irrevocable Letter of Credit required to be issued hereunder on Hughes' behalf save as may be incurred as a result of a delay in the last milestone payment beyond 01 January 2001 caused by a late Delivery by Hughes of the relevant satellite or the associated deliverables beyond their respective Delivery Dates (where that delay * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 29 269 16 JUNE 1997 - AMENDMENT 2 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT ------------------------- EXHIBIT F MILESTONE PAYMENT PLAN ------------------------- 7 DECEMBER 1995 THIS DOCUMENT IS TO BE PROTECTED FROM THE RISKS OF UNAUTHORIZED DISCLOSURE, LOSS, MISAPPROPRIATION AND ALTERATION. ALTHOUGH NOT MARKED "HUGHES PROPRIETARY" BECAUSE OF CONTRACTUAL REASONS, IT SHOULD NOT BE DISCLOSED TO ANY INDIVIDUAL(S) UNLESS THE RECIPIENT MEETS THE "NEED TO KNOW" CRITERIA. THIS DOCUMENT SHOULD BE HANDLED EXACTLY LIKE ANY OTHER "HUGHES PROPRIETARY" DOCUMENT. 270 * [EXHIBIT F AMENDMENT 2 PAGES 1 - 7 HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 271 * 272 * 273 * 274 * 275 * 276 * 277 4.7.1.4 22 May 1998 - Amendment 3 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Contract Number: ICOO/95-1003/YW Amendment 3 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT BETWEEN ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED & HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. 7 December 1995 278 Amendment 3 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- AMENDMENT NUMBER 3 LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT (ICOO/95-1003/YW) BETWEEN ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED AND HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC. This Amendment Number 3 to the Launch Services Supply and Management Contract ICOO/95-1003/YW dated and signed on 7 December 1995 (hereinafter referred to as "the Contract") is made on this 7 day of August 1998 by and between ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, a company incorporated in the Cayman Islands as an Exempted Company having its registered office at the Huntlaw Building, PO Box 1350, Fort Street, Georgetown, Grand Cayman, Cayman Islands (hereinafter referred to as "ICOGC"); and HUGHES SPACE AND COMMUNICATIONS INTERNATIONAL, INC., a company incorporated under the laws of the State of Delaware, USA, with a place of business in El Segundo, California USA, (hereinafter referred to as "Hughes"). WHEREAS: ICOGC and Hughes have previously entered into the Contract for provision of Launch Services and Management Services, and Page 1 279 Amendment 3 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- WHEREAS: ICOGC and Hughes have previously incorporated Amendment Number 1 to the Contract on 5 July 1996 and Amendment Number 2 to the Contract on 7 July 1997, and WHEREAS: ICOGC and Hughes have reached agreement to modify certain Contract Articles and Contract Exhibits, NOW THEREFORE, in consideration of the agreement between the Parties, the Parties agree that the Contract is amended as follows below: 1. Revise the Contract Articles by: a. Deleting Article 4.10. 2. Delete the EXHIBIT F, MILESTONE PAYMENT PLAN, dated 16 June 1997 and replace it with the revised EXHIBIT F, MILESTONE PAYMENT PLAN, dated 22 May 1998. The revised pages of the Contract Articles and the revised EXHIBIT F are attached and made a part hereof. For clarity and continuity, the revised pages of the Contract Articles and all pages of the revised Exhibit F have been marked "Amendment 3" and "22 May 1998" in the upper right hand corner. This Amendment Number 3 results in no change to the Contract price. Save as provided for in this Amendment Number 3, the Contract, including all Exhibits thereto, shall otherwise remain unchanged and constitute the complete and exclusive statement of the terms of the agreement between I-COGC and Hughes and supersede all prior agreements, representations, understandings, and communications relating thereto. Page 2 280 Amendment 3 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- IN WITNESS WHEREOF, this Amendment Number 3 has been duly executed by the Parties on the date stated above. HUGHES AND COMMUNICATIONS INTERNATIONAL, INC. By: /s/ D.L. CROMER ------------------------------- (signed) D.L. Cromer ------------------------------- (printed) Title: CHAIRMAN ------------------------------- ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED By: /s/ O. LUNDBERG ------------------------------- (signed) O. Lundberg ------------------------------- (printed) Title: C.E.O. ------------------------------- Page 3 281 22 May 1998 - Amendment 3 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- 4.6 Payment Postponements. If any postponement of a Launch Service results in the postponement or delay of any payment(s) under a Launch Service Agreement for the postponed Launch Service, the payment schedule specified in EXHIBIT F, MILESTONE PAYMENT PLAN, shall be revised to reflect such delayed payment(s). 4.7 Payment Dispute. No dispute with respect to the payment of any amount under this Contract shall relieve the disputing Party of its obligation to pay all other amounts due and owing under this Contract. All disputed amounts, unless otherwise specified in the Contract, shall be paid into an interest-bearing escrow account at Bank of America, Concord, California, Account No. (to be established later), within fifteen (15) Days after receipt of invoice. After the dispute is settled, the Party entitled to the amount or part thereof in escrow shall receive such amount together with all interest thereon and the costs and fees associated with such escrow account shall be paid by each Party in inverse proportion to the amounts received by each Party. 4.8 Telegraphic Transfer. Amounts payable hereunder are to be remitted by telegraphic transfer to a bank to be advised in writing by Hughes or I-COGC, as the case may be. 4.9 Guarantee. Within 15 pays of EDC, both Parties shall provide a parent company guarantee of their obligations substantially in the form set forth in EXHIBIT H, HUGHES GUARANTEE, and EXHIBIT G, I-COGC GUARANTEE. Page 28 282 22 May 1998 - Amendment 3 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Page 29 283 22 May 1998 - Amendment 3 Launch Services Supply and Management Contract Contract No: ICOO/95-1003/YW - -------------------------------------------------------------------------------- Page 30 284 4.7.1.5 22 May 1998 - Amendment 3 Contract No: ICOO/95-1003/YW LAUNCH SERVICES SUPPLY AND MANAGEMENT CONTRACT Exhibit F Milestone Payment Plan 7 December 1995 285 Exhibit F, Milestone Payment Plan (US$) 22 May 1998 - Amendment 3 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 1 286 Exhibit F, Milestone Payment Plan (US$) 22 May 1998 - Amendment 3 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 2 287 Exhibit F, Milestone Payment Plan (US$) 22 May 1998 - Amendment 3 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 3 288 Exhibit F, Milestone Payment Plan (US$) 22 May 1998 - Amendment 3 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 4 289 Exhibit F, Milestone Payment Plan (US$) 22 May 1998 - Amendment 3 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 5 290 Exhibit F, Milestone Payment Plan (US$) 22 May 1998 - Amendment 3 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 6 291 Exhibit F, Milestone Payment Plan (US$) 22 May 1998 - Amendment 3 Contract Number ICOO/95-1003/YW * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Page 7 EX-10.13 4 v64075a1ex10-13.txt GROUND SEGMENT SUPPLY CONTRACT 1 MARCH 3rd 1997 SUPPLY AGREEMENT BETWEEN NEC CORPORATION and ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED COPY NO 41 2 CONTRACT NUMBER: ICO0 97-1016/GW MARCH 1997 SUPPLY AGREEMENT BETWEEN NEC CORPORATION and ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED 3 TABLE OF CONTENTS
CLAUSE PAGE A INTERPRETATION 5 1 Definitions and Interpretation 5 2 Scope of Agreement 6 3 Precedence and Interpretation 6 B PRIMARY OBLIGATIONS 6 4 Primary Obligations Of The Contractor And Warranties 6 5 Contractor to Inform Itself Fully 9 6 Standard of the Works 10 7 Uniform Standards 10 8 Unilateral Changes 11 9 Change Control 12 10 [Not used] 13 11 Contractor's Ability to Appoint and Liability for Sub-Contractors 13 12 ICO Obligations 14 13 Quality Assurance 15 14 ICONET Integration 16 C PRICE AND PAYMENT 21 15 Price 21 16 Payment and Payment Terms 23 17 Payment of Reimbursable Costs 27 18 Liquidated Damages and Incentive Payment 27 D PROGRESS REPORTING 28 19 Milestones and Progress Reporting 28 20 [Not used] 29 21 [Not used] 29 22 Progress Inspection 29 23 Intermediate Progress Review 29 24 [Not used] 30 E DELIVERY AND INSTALLATION 30 25 Site Access 30 26 Transportation to Site 30 27 Packaging 31 28 Customs Clearance 31 29 Insurance 33 30 Ownership 33 31 Delivery 34 32 Installation 34 33 Testing 35 34 RFT Handover 35
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35 Acceptance 37 36 Risk 37 37 Interchangeability 37 38 Delivery Delays 38 39 [Not used] 38 40 Warranty 38 F INTELLECTUAL PROPERTY RIGHTS 44 41 Intellectual Property Rights and Confidentiality 44 42 [Not used] 49 43 [Not used] 49 G CONTINUOUS SUPPORT AND OPTIONS 50 44 Manuals and Technical Diagrams 50 45 Training 50 46 Options, Support Services and Future Supplies 50 47 Consumable Supplies 52 48 Attachments to Equipment and Software 52 49 [Not used] 53 H GENERAL 53 50 Survival of Certain Provisions 53 51 Contractor's Liability for Damages or Breach 53 52 ICO's Liability for Damages or Breach 54 53 Ethical Standards 55 54 Consequences of Termination 55 55 Force Majeure 60 56 Termination 60 57 Waiver 62 58 Amendments 62 59 Communication and Notices 62 60 Publicity 65 61 Information Recording 65 62 Law and Jurisdiction 65 63 Change of Law 65 64 Export Control Regulation 66 65 Disputes Resolution Procedure 66 66 Agent for Service 67 67 Supervising Officer and Contractors Authorised Representative 67 68 No Partnership 67 69 Successors 67 70 Assignment 67 71 Language 68 72 Entire Agreement 68 73 Severability 68 74 Costs 68 75 Counterparts 68
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SCHEDULES 1 Definitions 70 2 Precedence of Documents 76 3 Dispute Resolution Procedure 77 4 Agreed Form Invoices 5 [Not used] 6 Key Features 7 Top Level Milestones 8 Identification of Sites Not Inspected by the Contractor 9 Pricing Schedule 10 Vendor Financing Summary 11 Payment Schedule 12 Final Acceptance Certificate 13 IGFR 14 Statement of Work
6 THIS SUPPLY AGREEMENT is made on March 3rd 1997 BETWEEN 1. ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED, incorporated in the Cayman Islands with its registered office at PO Box 1350, Huntlaw Building, Fort Street, George Town, Grand Cayman ("ICO"); and 2. NEC CORPORATION, incorporated in Japan, with its head office at 7-1, Shiba 5-Chome, Minato-ku, Tokyo 108-01, Japan (the "Contractor'). WHEREAS 1. ICO is establishing a global mobile satellite telecommunications network and wishes to appoint the Contractor, working with the other members of the NEC Team, to provide the systems and services for use in the ICONET Ground Facilities which, when operating in conjunction with the other properly functioning parts of the ICO System, will support (in the absence of the Excluded Circumstances) the full range of end to end services to the extent set out in this Agreement. 2. The Contractor is the leader of a team comprising itself, Hughes Network Systems, Inc. and Ericsson Limited which is willing to commit the resources required to perform successfully the tasks set out in this Agreement and, if so required by ICO and on terms to be agreed between the parties, has confirmed its willingness to assist ICO in solving problems with elements of the ICO System other than the ICONET Ground Facilities by making modifications to the ICONET Ground Facilities so as to enable ICO to realise the desired functionality of a fully functioning ICO System. 3. The Contractor (as leader of the NEC Team) and ICO entered into an Initial Phase Contract on 5 July 1996 (the "IPC"). The NEC Team have delivered to ICO certain of the materials required under Annex 8 of the IPC. 4. The parties are entering into this Agreement under which the Contractor will be responsible, inter alia, for the design, manufacture, construction, delivery, installation, integration and testing of the ICONET Ground Facilities together with the demonstration of the functioning of the ICO System as a whole, all as set out in this Agreement. 5. This Agreement also contains options for ICO to request the manufacture, construction, delivery, installation, integration and testing of additional equipment, facilities and software together with such additional services as will enable ICO to update, expand and enhance the ICONET Ground Facilities, all at additional cost to ICO on a price basis which has been established. 6. ICO Global Communications (Holdings) Limited has agreed by separate letter to support the financial obligations of ICO under this Agreement. NOW IT IS AGREED AS FOLLOWS: PART A - INTERPRETATION 1 DEFINITIONS AND INTERPRETATION 1.1 The words and expressions set out in Schedule 1 shall, when used in this Agreement including its schedules, annexes and attachments, unless the contrary intention appears, have the meanings set against them in Schedule 1. Any acronyms which are not defined in Schedule 1 shall have the meaning ascribed to them in section 2 of the IGFR. 5 7 1.2 Except where the context otherwise requires, the masculine gender shall include the feminine and neuter and the singular shall include the plural and vice versa and references to persons shall include bodies corporate and incorporate. References to a party to this Agreement shall include the permitted successors and assigns of such party. 1.3 The clause and schedule headings and any table of contents are for convenience of reference only and shall not be taken into account in construing this Agreement. 1.4 Subject to clause 3, references in this Agreement to clauses, sub clauses, schedules and annexes are to clauses, sub clauses, schedules and annexes of this Agreement and the schedules and annexes form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement. 2 SCOPE OF AGREEMENT 2.1 The Contractor's acceptance of this Agreement shall be confirmation that the NEC Team has reviewed and fully understands the IGFR and the Statement of Work and the Contractor confirms that the Works will be undertaken on the basis of this Agreement. The Contractor also agrees that it is responsible for the definition, management and execution by the NEC Team of all tasks necessary to fulfil the IGFR. 3 PRECEDENCE AND INTERPRETATION 3.1 In the event of any conflict between the main body of this Agreement and any document referred to herein, then the wording of the main body of this Agreement shall prevail. 3.2 Clause 3.1 shall not apply to any document relating to the proposed Vendor Financing referred to in Schedule 10. 3.3 ICO and the Contractor acknowledge the hierarchical nature of the documents as set out in Schedule 2. PART B - PRIMARY OBLIGATIONS 4 PRIMARY OBLIGATIONS OF THE CONTRACTOR AND WARRANTIES 4.1 The Contractor warrants and undertakes that: (a) it will provide to ICO by the Level 2 Acceptance Date the functionalities described in the IGFR across the complete ICONET Ground Facilities; (b) it will design, develop, create, deliver, install and provide (as the case may be) all of the Deliverables (including those which have at the date of this Agreement been specified by the Contractor) necessary for the ICONET Ground Facilities so as to fulfil the functional objectives and the requirements of the IGFR and the Statement of Work; (c) the Works comprising the ICONET Ground Facilities will be carried out and delivered in accordance with and to the standards stipulated in the IGFR and the Statement of Work; (d) it will complete the Works which are scheduled to be completed by the RFT Availability Dates and the Level 2 Acceptance Date on or before those dates and those Works which are scheduled to be completed after the Level 2 Acceptance Date by the relevant dates specified in the Master Level Schedule; 6 8 (e) it will provide all the documentation, services and Deliverables by the times specified in the Top Level Milestone Schedule generally, and will ensure that the progress of the development, delivery and installation of each of the Deliverables will be achieved in accordance with the Top Level Milestones set out in the Top Level Milestone Schedule and that the requirements set out in the Statement of Work will (except where otherwise agreed) be delivered no later than the Level 2 Acceptance Date; (f) the ICONET Ground Facilities will fully support the requirements of the IGFR and in particular the end-to-end services described in Section 4 of the IGFR except where marked "Option" or "F/R" (unless such "Option" has been exercised or the "F/R" item has subsequently been made a Deliverable pursuant to a Change Order, in which event such items shall be deemed to have been a service included in the IGFR) except where, and to the extent that, the Excluded Circumstances prevent the ICONET Ground Facilities from doing so in which case the Contractor shall to the maximum extent feasible make such modifications to the ICONET Ground Facilities as are required fully to support the requirements of the IGFR and such end-to-end services in accordance with clause 4.10; (g) without prejudice to clause 41, the Deliverables may lawfully be used for the purposes of the ICONET Ground Facilities in accordance with laws and regulations in force as at the date hereof in each of the countries where the Sites are located; (h) any Deliverables which are or shall be specified by the Contractor for the purposes of this Agreement may, on the date when the obligation to supply first arises or, if later, the date on which the Contractor specifies the same, lawfully be used for the purposes of the ICONET Ground Facilities in accordance with laws and regulations in force as at such date in each of the countries where the Sites are located; Provided that for the purposes of clause 4.1(h), where any specific piece of equipment or component has been or is specified as a Deliverable and the same is not available at the time it is required, the Contractor shall, having given written notice to the Supervising Officer, be permitted to substitute a reasonable alternative piece of equipment or component so long as this has no adverse effect on the quality or functionality of the relevant Deliverable and so long as ICO shall not within 21 days of receipt of the Contractor's notice, have notified the Contractor in writing that it objects to the proposed substitution, and ICO undertakes that it will not exercise such right of objection unreasonably; (i) the ICONET Ground Facilities shall be designed in such a way as to facilitate updates, additional functionalities or enhancements to them in the future and that it will, as set out in this Agreement, provide or procure the provision of such updates, additional functionalities, or enhancements to the ICONET Ground Facilities; (j) at all times the Contractor and all its Sub-Contractors will provide their services in a workmanlike and professional manner and exercise reasonable skill and care; (k) it will ensure that all of the Deliverables supplied are suitable for the purposes for which they are supplied and for use at the intended place of operation and are of a standard satisfactory to enable them to fulfil the requirements set out in this Agreement; (l) it will provide and will ensure that its Sub-Contractors provide, a sufficient number of suitably skilled and appropriately experienced personnel to meet the objectives of this Agreement and to ensure that delivery, installation and testing of the Deliverables at each of the Sites is completed by the Level 2 Acceptance Date; 7 9 (m) it will work in a constructive manner with ICO Staff and the Site Operators to the extent necessary for the effective performance of the Works; and (n) each of the Deliverables and each item of the Equipment, Software or other equipment which is or shall be specified for the purposes of the ICONET Ground Facilities will be available for use or incorporation into the ICONET Ground Facilities by ICO and, with the exception of those Deliverables which ICO has committed to purchase at the date of this Agreement (including those where the price and scope are fixed at the date of this Agreement), that the same will be provided by the Contractor at a reasonable cost and on reasonable terms. 4.2 If the Contractor becomes aware of any internal inconsistencies in or between the IGFR or the Statement of Work, or any incompleteness or lack of sufficient detail in the IGFR or the Statement of Work, then the Contractor shall immediately notify ICO of the same in writing and promptly thereafter inform ICO of the measures which it proposes to take in order to make the same consistent, complete or sufficiently detailed and the Contractor undertakes to procure that any details or means or measures which the Contractor notifies to ICO under this clause 4.2 will, if agreed to by ICO, not result in any of the warranties or undertakings in this clause 4 ceasing to be correct or met. 4.3 If ICO does not consider that any matter proposed to it under clause 4.2 is either satisfactory or appropriate, ICO shall promptly notify the Contractor of this in writing and the Contractor shall then promptly notify ICO of a reasonable alternative. 4.4 Any variation to the IGFR or the Statement of Work to which ICO agrees under the terms of clause 4.2 or 4.3 shall be recorded in accordance with clause 58. 4.5 The Contractor undertakes that to the best of its knowledge, information and belief it is not, at the date hereof, aware of anything in the IGFR or the Statement of Work which is likely to result in any of the Top Level Milestones not being met or which will affect the likelihood of its ability to satisfy all of the functionalities of the IGFR or to deliver all of the ICONET Ground Facilities which in either case the Contractor is agreeing under this Agreement to fulfil or deliver by the Level 2 Acceptance Date. 4.6 Where the Contractor shall be in breach of any aspect of any of the warranties and undertakings set out in clauses 4 or 40 or any of its other obligations relating to the provision of the ICONET Ground Facilities, the Contractor shall be responsible, at its own cost * for redesigning the relevant aspect of and making any modifications to the ICONET Ground Facilities required to remedy any such breach and for procuring the provision of a suitable alternative to such Deliverables for ICO having functionality which is no less than that which was specified in the IGFR and/or the Statement of Work. The Contractor shall carry out such work, and procure that its Sub-Contractors carry out such work, expeditiously and use its best endeavours to ensure that the impact of such breach is minimised, especially as the same affects the time schedule for the implementation of service through the ICO System. 4.7 The warranties set out in this clause shall be deemed repeated on the first day of each calendar quarter by reference to such date and the facts and circumstances then in existence, save that in the case of the warranties contained in clauses 4.1 (g) and (h), with the addition at the beginning thereof of a qualification "save as has been notified in accordance with clause 63.3,". 4.8 If the Contractor or any Sub-Contractor makes a statement or provides ICO with information, ICO, acting by the Supervising Officer, shall be entitled by a written notice to the Contractor to require that the Contractor confirms the accuracy of such statement or information. Such notice shall refer to this clause 4.8 and, wherever possible, identify where and when the statement was made and the person who made the statement which ICO wishes the Contractor to confirm. The Contractor shall, acting by the Contractor's Authorised Representative, within fourteen days of ICO's notice (or in any * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 8 10 case where ICO shall have identified that confirmation of such statement is a matter of extreme commercial urgency, by return) either confirm the accuracy of such statement or information, or where the same is incorrect or inaccurate, shall provide a qualified, corrected or accurate statement addressing the relevant subject-matter in sufficient detail to enable ICO to obtain a proper understanding of the position (any such statement or information so confirmed or deemed confirmed and any qualified corrected statement or information being referred to in this clause 4.8 as a "Representation"). If the Contractor does not give a substantive reply to ICO's request within the relevant timescale as set out in this clause, the Contractor shall be deemed to have confirmed such Representation. The Contractor shall be deemed to warrant the accuracy of each Representation and ICO shall be entitled to rely for all the purposes of this Agreement (and in particular for the purposes of determining its course of action) upon the accuracy of any Representation. 4.9 Without prejudice to any rights which ICO may have as are provided for pursuant to the terms of this Agreement, the Contractor gives no warranties other than as are set out in this Agreement, whether, express, implied or statutory, on or with respect to the goods and services to be provided hereunder. 4.10 Where, and to the extent that, the Excluded Circumstances prevent the ICONET Ground Facilities from fully supporting the requirements of the IGFR and the end-to-end services referred to in clause 4.1 (f), the Contractor shall to the maximum extent feasible make such modifications to the ICONET Ground Facilities as are required fully to support such requirements and such end-to-end services on terms to be agreed between the parties. 4.11 ICO shall not be entitled to bring a claim in respect of either any breach of any of the warranties set out in clause 4.1 nor for any breach of the undertakings set out in clause 6.1 unless ICO shall have notified the Contractor thereof in writing within six years following the Level 2 Handover Date except: (a) where the claim arises from a breach of any of such warranties relating to Further Works and/or Further Deliverables, in which event such claim may be brought only if ICO shall have notified the Contractor thereof in writing within six years following the Handover Date of the relevant Deliverable or the date of completion of the relevant Works; or (b) where the claim arises as a consequence of any Further Works and/or Further Deliverables which adversely affect any of the Deliverables delivered or Works completed before the Handover Date or date of completion of such Further Works, in which event such claim may be brought only if ICO shall have notified the Contractor thereof in writing within six years following the Handover Date of the relevant Further Deliverable or the date of completion of the Further Works which have caused such adverse effect, provided that in any of the foregoing circumstances, if the event giving rise to the claim for breach of warranty shall occur less than 12 months prior to the last day of any such six year period, in respect of that claim only, the period for notification of the claim shall be extended to end 12 months after the date of the relevant event. 4.12 Any claim made by ICO for breach of warranty under clause 4 or for breach of undertaking under clause 6.1 shall be deemed withdrawn, and the breach (if any) shall be deemed to have been irrevocably waived by ICO, unless proceedings in respect of such claim shall have been issued and served by ICO on the Contractor within twelve months of such claim being notified by ICO to the Contractor. 5. CONTRACTOR TO INFORM ITSELF FULLY 9 11 5.1 The Contractor shall be deemed to have examined all the Sites (other than those Sites specifically identified in Schedule 8 as not having been examined as of the date of this Agreement). No claim from the Contractor for additional payment will be allowed on the grounds of misinterpretation of any matter relating to those Sites which have been examined, unless ICO shall make any material change (other than in response to, or as may be made to meet, any of the requirements of the Contractor) to the relative positioning of the RFTs and the main hub building located at any such Site from those as shown by the latest plans of such Sites provided by ICO to the Contractor prior to the date of this Agreement. This clause 5.1 shall not affect ICO's obligations under clause 12.3. 5.2 ICO and the Contractor acknowledge that as at the date hereof the locations of certain intended Sites are not yet determined by ICO and that forthwith after the location of such Sites has been determined by ICO, ICO shall inform the Contractor of such location(s) and provide equivalent information to that provided in respect of the other Sites previously specifically identified and arrange for the Contractor to have the opportunity to examine such Sites. To the extent that any Site specific conditions or requirements could not reasonably have been anticipated by the Contractor at any of such Sites, clause 9 shall apply. 6. STANDARD OF THE WORKS 6.1 To the extent that the standard of the Works has not been specified in this Agreement, the Contractor shall use good quality materials, techniques and standards, and shall procure that the Works are at all times carried out: (a) in an efficient, effective and safe manner and in accordance with Good Industry Practice; (b) in a way which is not likely to be injurious to health or cause damage to property; (c) in compliance with all relevant construction, environmental or other regulations of any kind which relate to the Works to be carried out on each Site; and (d) without prejudice to paragraph (c) but subject always to the provisions of clause 7, so far as relates to any of the Deliverables, to a single standard which shall in a uniform manner satisfy all of the qualifications and requirements which are applicable in each of the countries, and/or any other relevant regulatory requirements of any of the countries, in which any of the Sites is located unless the compliance with such uniform standard would, in any particular country, conflict with the mandatory requirements in such country in which event the latter standard shall prevail in that country, provided that in the event that any new regulation, qualification or requirement which relates to the Works as described in paragraph (c) or (d) above shall be issued and come into effect after the date hereof and compliance with such regulation, qualification or requirement results in an obligation to introduce a more onerous standard for the relevant Deliverable which as a consequence causes an increase in the costs of the Contractor, clause 9 shall apply. 6.2 ICO may, notwithstanding the foregoing provisions of this clause 6, advise the Contractor that ICO does not require the Contractor to produce all or any of the Deliverables or any aspect of them to any particular standard which may be called for under clause 6.1(d) in relation to all or any of the Sites. Any such notification shall not relieve the Contractor from the requirements of clause 4.1. 7. UNIFORM STANDARDS 7.1 If the Contractor shall reasonably consider that the provisions of clause 6.1(d) shall impose a standard in relation to any particular Site which is significantly more onerous than that imposed in 10 12 relation to any other Site and where compliance with such standard at the other Sites would not offer any material benefits to ICO, the Contractor may by notice in writing request that ICO waives compliance with such standard at those Sites at which such standard is not a mandatory requirement. At the date of this Agreement the only such instance identified by the Contractor which has been notified to ICO is the requirement in Germany for certain emission control which it has been agreed may be satisfied by an additional shielding box around the relevant equipment. 7.2 ICO shall consider any request made by the Contractor as referred to in clause 7.1 in good faith and may at its discretion waive any particular requirement in whole or in part and ICO may have regard in particular to the anticipated consequences for its ability to use Spares of common design or functionality at any of the Sites if the Deliverables are to be produced to differing standards. 7.3 If ICO shall in any particular instance waive such a requirement as shall be referred to in clause 7.1 and subsequently the standards shall change in any other country to introduce a more onerous standard for the relevant Deliverable which, as a consequence, causes an increase in the costs of the Contractor, then to the extent that such revised standard is the same as or no more onerous than that applicable at the Site referred to in clause 7. 1, the Contractor shall not be entitled to a cost adjustment as referred to in the proviso to clause 6.1. 8 UNILATERAL CHANGES 8.1 ICO, acting by the Supervising Officer, may unilaterally at any time by written notice to the Contractor make changes to the IGFR and/or the Statement of Work in any one or more of the following: (a) method of shipment or packing; and (b) other than in the circumstances referred to in clause 63, the time or the place of inspection or delivery of the Deliverables or Works to be provided under this Agreement; provided that ICO shall endeavour to avoid unreasonable or impractical changes. 8.2 If any such change in clause 8.1 affects the cost of, or the time required for, performance of any part of this Agreement, an equitable adjustment shall be agreed to all or any of the Price (including, for the avoidance of doubt, a reduction in the Price), the Top Level Milestone Schedule, the payment terms, the IGFR and/or the Statement of Work (as the case may be). If necessary, the relevant clause(s) in this Agreement shall also be amended in accordance with clause 58. 8.3 The Contractor shall notify ICO in writing within thirty days from the date of ICO's written notification of the required change if it considers that an equitable adjustment under clause 8.2 should be made. 8.4 Where any materials or services are made obsolete or excess or cannot be used as a result of a change pursuant to clause 8.1, ICO shall have the right to prescribe the manner of disposal of such materials or services and the Contractor shall account to ICO accordingly for any net proceeds realised as a consequence of the disposal (howsoever achieved) of such materials or services. If the Contractor is unable to dispose of such materials or services in the manner prescribed by ICO within a reasonable period (to be determined by reference to the particular materials or services and the circumstances) in spite of the Contractor's commercially reasonable efforts, the Contractor shall be free to dispose of such materials or services using the best method available with a view to maximising ICO's receipts in respect thereof. Any such proceeds realised by the Contractor shall be accounted for to ICO in cash within 30 days of receipt by the Contractor on a separate invoice basis. Clause 17.5 shall be applicable to any such 11 13 payment due to ICO. Subject to such payment being made in accordance with this clause 8.4, deduction from any payment due from ICO to the Contractor pursuant to clause 16 shall be made account of the same. For the avoidance of doubt, any change under clause 8.1 shall not, except as specified in clause 8.2, affect any obligation of ICO to the Contractor under clause 15. 8.5 Notwithstanding that ICO and the Contractor may not have agreed upon an appropriate equitable adjustment under clause 8.2, the Contractor shall implement the relevant change(s) required by ICO under clause 8.1 without delay. 8.6 For the purpose of this clause 8, any communication between the parties shall be enforceable and binding upon the parties only if signed by the Supervising Officer and the Contractor's Authorised Representative. 9 CHANGE CONTROL 9.1 Either party may at any time formally request in writing changes or additions to this Agreement, the IGFR or the Statement of Work (in this clause 9, a "change"). The procedures set out in this clause 9 shall apply to any such change whether it is ICO or the Contractor which shall propose the same. For the avoidance of doubt, these procedures shall not apply where clause 8 applies. 9.2 If ICO shall propose a change to the scope of this Agreement or the IGFR or the Statement of Work (other than those set out in clause 8), it shall notify the Contractor thereof in writing specifying in as much detail as ICO believes is practicable the nature of the relevant change including any parameters which ICO considers desirable. Such a notice will only be effective if signed by the Supervising Officer. 9.3 The Contractor shall respond promptly and in any event not more than 28 days after receiving notification from ICO under clause 9.2 (or as soon as possible thereafter if the Contractor shall show a longer period is reasonably required for such purpose) and state: (a) any information known by any member of the NEC Team or any relevant Sub-Contractor relating to the implications of such change and the work required to be performed by the NEC Team or any relevant Sub-Contractor; and (b) any other information known by any member of the NEC Team or any relevant Sub-Contractor which is likely to be material to ICO's decision to pursue such addition or change or which ICO reasonably requests for such purposes; and (c) the estimated cost and time required to prepare a Detailed Report as defined in clause 9.5. 9.4 If any member of the NEC Team or any relevant Sub-Contractor shall consider that a change or addition to the IGFR and/or the Statement of Work is in the interests of ICO and should be considered by ICO, the Contractor shall notify ICO of such proposal in writing. Such notification shall specify in as much detail as is practicable the nature of the change or addition that is being proposed for ICO's consideration and shall state all information known by any member of the NEC Team or any Sub-Contractor and any information (including but not limited to the implications of any such change on the work required to be performed by any member of the NEC Team or any relevant Sub-Contractor) which ICO might reasonably consider to be material to its decision whether or not to ask the Contractor to pursue such addition or change. 9.5 Following receipt of information under clauses 9.3 or 9.4, ICO shall within a reasonable period give notice to the Contractor in writing whether or not it wishes to consider the matter further whereupon the Contractor shall provide promptly and in any event within not more than 90 days after the date of such notice (or as soon as possible thereafter if the Contractor shall show a longer period 12 14 is reasonably required for such purpose) a detailed report to ICO on the technical feasibility of such change or addition to the IGFR and/or the Statement of Work and all consequential changes and effects for and upon the ICONET Ground Facilities or the ICO System as a whole (including the timetable and cost structure) which can reasonably be anticipated to flow therefrom (the "Detailed Report"). If such Detailed Report is prepared as a result of a request made under clause 9.2, the Contractor shall be entitled to claim and receive a reasonable cost to be agreed in advance with ICO for the preparation of such Detailed Report. If such Detailed Report is prepared as a result of a request in response to a proposal made pursuant to clause 9.4, the Contractor shall as a general principle not be entitled to claim or receive any costs for the preparation of the Detailed Report, though ICO recognises that the complexities of the relevant circumstances may be such that an equitable cost sharing would be appropriate. 9.6 The Detailed Report shall contain in addition to the information supplied under clause 9.5: (a) a full description of the work proposed to be performed; (b) a firm fixed price; (c) a schedule for the implementation of the work including the effect (if any) upon the Master Level Schedule; and (d) the required modifications to the IGFR and/or the Statement of Work and (if any) to this Agreement in order to effect the change. 9.7 ICO shall consider such Detailed Report referred to in clause 9.5 and shall promptly and in any event within not more than 60 days after the date of receipt of such Detailed Report (or as soon as possible thereafter if ICO shall show a longer period is reasonably required for such purpose) request such further information from the Contractor as ICO may reasonably require in connection with the proposals and/or request the Contractor to make modifications to the proposals contained in such Detailed Report as ICO may reasonably require. The Contractor shall promptly thereafter supply such information to ICO and/or make such modifications as the Contractor considers appropriate. 9.8 If ICO considers that the proposed changes should be made, ICO shall so notify the Contractor in writing and, following agreement by the parties as to any required changes to this Agreement including any consequential changes in all or any of the Price (including, for the avoidance of doubt, a reduction in the Price), the Top Level Milestone Schedule, the payment terms, the IGFR and/or the Statement of Work (as the case may be), the parties shall then record such agreement in writing (a "Change Order"). 9.9 For the purpose of this clause 9, any communication between the parties and any Change Order shall be enforceable and binding upon the parties only if signed by the Supervising Officer and the Contractor's Authorised Representative. [10] NOT USED. 11 CONTRACTOR'S ABILITY TO APPOINT AND LIABILITY FOR SUB-CONTRACTORS 11.1 The Contractor will ensure that the Works are carried out in such a manner as will fulfil the IGFR and the Statement of Work as amended from time to time in accordance with the terms of this 13 15 Agreement using the other members of the NEC Team as the Principal Sub-Contractors to carry out the Works. In accordance with the terms of this clause, the Contractor and its Sub-Contractors may sub-contract such elements of the Works as they consider to be appropriate but the Contractor shall remain fully responsible for the performance of this Agreement, the preparation and delivery of the Deliverables and the completion of the Works which are scheduled to be completed by the relevant Top Level Milestones notwithstanding any default or failure to perform by any Sub-Contractors. 11.2 Before any Sub-Contractor is appointed (whether directly by the Contractor or indirectly by any other person who is a Sub-Contractor) to carry out any part of the Works (other than the supply of commodity or stock items which does not involve the disclosure to such Sub-Contractor of Confidential Information of or relating to ICO or any aspect of the ICO System), the Contractor shall notify ICO in writing of the name and intended scope of work of each Sub-Contractor proposed to be engaged to carry out any Works. ICO may, on reasonable grounds, reject any proposed sub-contractor (but shall not be required to set out in detail its reasons for any such rejection) and any such rejection shall not give the Contractor the right for any claim for delay in the Master Level Schedule. If ICO does not notify the Contractor of its rejection of a proposed Sub-Contractor within 15 days (or such longer period as the parties may agree) of receipt of the Contractor's notice of intention to engage such proposed Sub-Contractor (together with the scope of work referred to above) the proposed sub-contracting arrangement may, subject to clause 11.3, be entered into. 11.3 Prior to concluding any sub-contracting arrangements as referred to in clauses 11.1 and 11.2 the Contractor shall, unless ICO otherwise specifically requires, submit the following: (a) a detailed statement of the Works to be sub-contracted, if this should vary materially from that supplied under clause 11.2; and (b) satisfactory directly enforceable confidentiality and other undertakings between the prospective Sub-Contractor and ICO in a reasonable form provided by ICO within 30 days of the date of this Agreement. 11.4 If ICO reasonably requests the Contractor to procure the change of any personnel allocated by the Contractor or any Sub-Contractor to work in connection with the provision of the Deliverables, then the Contractor shall ensure that such personnel cease to be actively engaged in any Works. The Contractor shall ensure that, when on the premises of ICO, any of its agents or sub-contractors or the Site Operators, the personnel of the Contractor and its Sub-Contractors comply with any rules and regulations which are applicable generally to staff or visitors on such premises. 11.5 In performing its obligations under or in connection with this Agreement (other than as provided in the Statement of Work as at the date of this Agreement) the Contractor shall, and shall procure that Sub-Contractors shall, use its/their best endeavours to ensure that it does/they do not: (a) create or impose any requirements in relation to the Works which are incapable of being fulfilled at reasonable cost by any third parties; and/or (b) develop its/their own components if satisfactory components are available from any third parties at a lower cost, unless such requirements or development can be justified on an objective basis. 11.6 The Contractor will, and will ensure that the Sub-Contractors will, provide work space to a standard commensurate with efficient work practices for any ICO Staff whose attendance at the Contractor's or such Sub-Contractor's places of work as is needed to advise or test or otherwise participate in the achievement of the terms of this Agreement. 14 16 12 ICO OBLIGATIONS 12.1 Without prejudice to ICO's other obligations under this Agreement, ICO shall provide the Contractor with such information, services and equipment as shall be specified in the Statement of Work. To the extent that ICO's failure in any material respect to comply with its obligations under this clause 12.1 shall adversely and directly affect the ability of the Contractor to comply with the Top Level Milestone Schedule and any applicable Top Level Milestones, to the extent the Contractor can demonstrate the same to be required, the Top Level Milestone Schedule and Top Level Milestones shall be adjusted in an equitable manner. 12.2 ICO shall be responsible for securing any applicable official operating licenses or authorisations required by central government authorities relating to the civil works at the Sites, and for the operation or testing, of the ICONET Ground Facilities or any part of the ICO System (excluding any equipment certifications), and ICO shall pay any necessary taxes or licence fees imposed as a condition for obtaining the same and use its reasonable endeavours to ensure that the Contractor will not be materially delayed in fulfilling any of its responsibilities hereunder. 12.3 Subject to clause 25.2, ICO shall ensure that such preparations and provisions are made at each of the Sites to meet the requirements specified in Annex 3 of the Statement of Work. If such preparations and provisions are inadequately carried out by ICO, other than by reason of such preparations and provisions having been inadequately or incorrectly specified by the Contractor, then any reasonable costs thereby incurred by the Contractor shall be reimbursable in accordance with clause 17 to the Contractor and, to the extent that it can demonstrate the same to be required, the Top Level Milestone Schedule and Top Level Milestones shall be adjusted in an equitable manner. In any other case the Contractor shall be responsible for carrying out, and for all costs and expenses incurred in carrying out, any works required to correct and/or supplement any inadequate or incorrect specifications and the Contractor shall not be entitled to any adjustment in the Top Level Milestone Schedule. 12.4 In order to assist the Contractor in its Site installation activities ICO shall, upon the request of the Contractor, provide reasonable assistance to the Contractor in the co-ordination of the Contractor's activities with those of the Site Operators and other ICO Staff. 13 QUALITY ASSURANCE 13.1 The Contractor shall operate a system of quality management and control which satisfies the requirements set out in Annex 4 of the Statement of Work. 13.2 The Contractor shall satisfy ICO that all relevant manufacturing processes are controlled and are defined adequately by process specifications and drawings, work instructions and procedures. Quality controls to be operated by the Contractor shall include but not be limited to: (a) satisfactory control of sources of supply and materials, piece parts and components; (b) conformance to manufacturing specifications, drawings, documented procedures and work instructions; (c) adequate documentary evidence including certification of completion of state inspection and test routines; (d) investigation of defects and control of corrective action; (e) satisfactory storage, handling and delivery of material; and (f) control and calibration of inspection, measuring and test equipment. 15 17 13.3 Subject to applicable legal restrictions in the country of manufacture, ICO reserves the right at its discretion for ICO Staff to inspect visually all of the Deliverables and to witness any or all quality assurance tests and inspection procedures and examine quality assurance records relating thereto any of the Sites or any of the locations where the NEC Team or any Sub-Contractors (excluding any Sub-Contractor who shall not have been required to enter into a direct undertaking with ICO pursuant to clause 11) carries out the Works. ICO shall give the Contractor 7 days written notice of its intention to make any inspection or to witness any quality assurance tests or to examine any quality assurance records. 13.4 The Contractor shall promptly upon ICO's request make available to ICO at the relevant place of inspection or at such other locations as may be mutually agreed all quality assurance records and other pertinent manufacturing data, including any drawings, inspection and test data, which are reasonably necessary to enable ICO to satisfy itself as to the Contractor's compliance with the quality assurance standards called for under the Statement of Work. 13.5 Any inspection and/or test and/or examination made or attended by ICO Staff under this clause shall not relieve the Contractor of its responsibility to conform to the requirements of this Agreement. 14 ICONET INTEGRATION 14.1 The Master ICONET Integration Plan Document which is referred to in Annex 9 of the Statement of Work (the "MIIPD") describes the range of ICO System integration tests and services which the Contractor has granted ICO the option to request the Contractor to carry out (the "ICONET Integration"). Table 1 of Annex 9 lists the various campaigns which are more fully described in the MIIPD (the "ICONET Integration Campaigns") and the associated management that may be required of the Contractor (the "Associated Management"). Table 1 of Annex 9 also sets out the number of man-months which the Contractor has offered to provide, all of which may be adjusted in accordance with clause 14.6. The schedule for the completion of such services is set out in Table 2 of Annex 9 (the "ICONET Integration Schedule"). Annex 9 also establishes the additional responsibilities associated with the performance of ICONET Integration which the parties agree to assume if ICO elects to exercise its option. 14.2 ICONET Integration shall be carried out in two phases. The first phase shall commence in 1998 (the "First Integration Phase") and the second phase shall commence in 1999 (the "Second Integration Phase"). During the period from the execution of this Agreement until, in the case of the First Integration Phase, 15 July 1997 and, in the case of the Second Integration Phase, 30 November 1997, ICO and the Contractor shall consult regarding the detailed definition of the respective ICONET Integration Campaigns. The Contractor will provide all reasonable assistance to ICO to enable ICO to make an informed judgement as to whether or not to exercise the option in accordance with clause 14.3 14.3 ICO may exercise the option contained in clause 14.1 for the First Integration Phase by notifying the Contractor in writing by no later than 15 July 1997. ICO may subsequently exercise the option contained in clause 14.1 for the Second Integration Phase by notifying the Contractor in writing by no later than 30 November 1997. 14.4 The Contractor shall, within 2 months of the receipt of each of ICO's notifications pursuant to clause 14.3, submit specific proposals to ICO which will include: (a) the detailed definition of the ICONET Integration Campaigns which ICO has elected to be performed by the Contractor in accordance with clause 14.3: 16 18 (b) the qualifications and numbers of personnel and the resultant man-months which the Contractor proposes for each ICONET Integration Campaign and, for the purpose of clause 14.16, the minimum number of man-months for each ICONET Integration Campaign (which shall never exceed 25% of the total proposed man-months for each ICONET Integration Campaign); (c) the location(s) at which each ICONET Integration Campaign is proposed to be performed and the resultant travel costs; (d) the duration and sequence for the performance and completion of each ICONET Integration Campaign together with an amended ICONET Integration Schedule; (e) the content and price of the documents specified to be provided by the Contractor in accordance with Section 9 of Annex 9 which shall constitute the Deliverables for the purpose of this clause 14 but, for the avoidance of doubt, not for the purpose of the Level 2 Acceptance Criteria; (f) the special test equipment required for each ICONET Integration Campaign identifying those items of special test equipment to be provided by ICO which are set out in Table 3 of Annex 9, together with the dates by which, and the locations to which ICO supplied test equipment is to be provided for each ICONET Integration Campaign; (g) the relevant Associated Management man-months required by the Contractor for the management of the ICONET Integration Campaigns; and (h) the additional resources described in Section 3.8 of Annex 9 (the "Additional Resources") and the Contractor's best estimate of its price for providing such Additional Resources. The extent and price of such Additional Resources will be subject to reduction to the extent that ICO elects to provide some or all of such Additional Resources. 14.5 The Contractor will, if requested by ICO, amend its proposals submitted pursuant to clause 14.4 to meet the reasonable requirements of ICO. 14.6 ICO may, after receipt of each of the Contractor's proposals pursuant to clause 14.4, issue a Change Order to the Contractor. For the First Integration Phase, ICO may issue such Change Order in a timely manner and in any event no later than 31 January 1998. For the Second Integration Phase, ICO may issue a further Change Order in a timely manner and in any event no later than 31 May 1998. Such Change Orders shall specify: (a) the ICONET Integration Campaigns to be undertaken by the Contractor; (b) the qualifications and numbers of personnel and the resultant man-months for each ICONET Integration Campaign, including for the purposes of clause 14.16 the minimum number of man-months for each ICONET Integration Campaign to be paid for by ICO; (c) the location(s) at which each ICONET Integration Campaign is to be performed and the total resultant travel costs; (d) the duration and sequence for the performance and completion of each ICONET Integration Campaign together with the amended ICONET Integration Schedule; (e) the content and price of the Deliverables; 17 19 (f) the special test equipment required for each ICONET Integration Campaign which ICO will make available for use by the Contractor; (g) the Associated Management man-months; (h) the Additional Resources (if any), and the times by which and the locations at which ICO will provide such Additional Resources to the Contractor for each ICONET Integration Campaign at its own cost; and (i) the Additional Resources which the Contractor will provide for each ICONET Integration Campaign and the associated cost (if any). The Contractor shall accept such Change Orders provided that in each case (a), (b), (d), (e), (f), (g) and (i) are generally consistent with, and do not exceed the Contractor's proposals pursuant to clause 14.4. In any other event, ICO and the Contractor shall mutually agree the Change Orders in accordance with clause 9. 14.7 The ICONET Integration services shall be carried out in accordance with Annex 9 and any Change Orders agreed in accordance with clause 14.6. Such services shall constitute the Works for the purposes of this clause 14 but, for the avoidance of doubt, shall not be Works for the purposes of the Level 2 Acceptance Criteria. 14.8 Within 6 months of the date of this Agreement the parties shall agree a reporting procedure for all Works. Such procedures shall include weekly written reports by the Contractor concerning the man-months expended, expenses incurred by the Contractor, and the progress of each ICONET Integration Campaign. 14.9 The Contractor shall, in a timely manner, inform ICO if the Contractor anticipates that the remaining man-months for an individual ICONET Integration Campaign will be insufficient to permit the completion of such ICONET Integration Campaign. ICO may direct the Contractor in writing to reallocate man-months from other ICONET Integration Campaigns so as to permit the Contractor to complete such ICONET Integration Campaign. If ICO shall instruct the Contractor to modify the scope of, or not to complete an ICONET Integration Campaign, the Contractor shall be responsible for performing such ICONET Integration Campaign only to the extent so instructed by ICO. If ICO gives no directions to the Contractor, then the Contractor shall be entitled to cease carrying out the relevant ICONET Integration Campaign once all the remaining applicable man-months have been expended. In the event that ICO directs that man-months are to be reallocated to any ICONET Integration Campaign from other ICONET Integration Campaign(s), the Contractor shall advise ICO immediately, in writing as to the anticipated effects upon the Contractor's performance and completion of the remaining ICONET Integration Campaigns. If ICO does not provide instructions as to how to proceed within 5 days (or such other time as may be mutually agreed) of being informed by the Contractor of the effect upon the remaining ICONET Integration Campaigns the Contractor shall be obliged to expend only the remaining available man-months. The total number of man-months specified in the Change Orders agreed in accordance with clause 14.6 shall not be exceeded. If either party wishes to apply further effort beyond the total number of man-months specified in the Change Order agreed in accordance with clause 14.6, then the requesting party shall propose a further Change Order for consideration and agreement by the other party in accordance with clause 9. 14.10 The Contractor will submit invoices to ICO, and ICO shall pay the same in United States Dollars subject to clauses 14.11 and 14.12, payable within 30 days after receipt of valid invoices in accordance with clause 17 as follows: (a) man-months - monthly in arrears for the man-months that have been expended by the Contractor using the rate specified in Appendix 3 to Schedule 9; 18 20 (b) travel costs - monthly in arrears for the actual travel costs incurred by the Contractor (all travel shall be by economy or equivalent class) (c) Additional Resources - monthly in arrears for the actual costs incurred by the Contractor; and (d) Deliverables - (i) ICONET Integration Requirements (Final) - after approval by ICO, 40% of the price of the Deliverables; (ii) ICONET Integration Plan (Final) - after approval by ICO, 30% of the price of the Deliverables; and (iii) ICONET Integration Report (Formal) - after approval by ICO, 30% of the price of the Deliverables. 14.11 All invoices for man-months shall identify the ICONET Integration Campaign to which they relate the names of the relevant personnel deployed by the Contractor together with the total time, rate, and the relevant locations where the ICONET Integration activities were performed. All invoices for travel shall be accompanied by actual tickets (or copies thereof). All invoices for Additional Resources provided by the Contractor shall be accompanied by a summary of the Additional Resources used and total actual amount paid by the Contractor for such Additional Resources. 14.12 In substantiation of its invoices the Contractor will keep accurate records of the number of personnel and the man-months which it has devoted to each of the ICONET Integration Campaigns and Associated Management. Such records shall be submitted to ICO on a monthly basis for ICO's review. ICO may require the Contractor to provide additional information if, in ICO's reasonable opinion, the information provided by the Contractor is incomplete or is insufficient for the purpose of substantiating the associated invoice. No invoices for any Works shall be payable by ICO unless such records have been submitted to ICO in accordance with this clause and the relevant invoice shall not be due and payable by ICO unless such records have been submitted at least 15 days before the date such invoice is due and payable. 14.13 If the Contractor should exceed the total number of man-months for any or all of the ICONET Integration Campaigns or the Associated Management, the travel costs, or the costs for Additional Resources which are specified in the Change Orders agreed in accordance with clause 14.6 (except as may have been agreed by ICO in accordance with clause 14.9 or subsequent Change Order(s)), then ICO shall not be obliged to make any increase in the price payable for the ICONET Integration. 14.14 In the event that ICO provides the Additional Resources in accordance with clause 14.6(h) and the Contractor delays or cancels the activities for which such Additional Resources were provided (unless the delay or cancellation was the result of an event outside the reasonable control of the Contractor), ICO shall be entitled to recover any actual costs which result from such delay or cancellation by the Contractor in accordance with clause 17. 14.15 The Contractor will maintain and update the MIIPD and the ICONET Integration Schedule. Either party may propose changes to the MIIPD or the ICONET Integration Schedule. The ICONET Integration Schedule shall be adjusted to reflect changes to activities or events within the Master Level Schedule which directly affect the performance or completion of ICONET Integration activities. 19 21 All changes to the MIIPD and the ICONET Integration Schedule shall be subject to the approval of ICO. 14.16 ICO shall be entitled, at any time during the Contractor's performance of the Works, to direct the Contractor by written notice to cease all or any part of such Works. The Contractor and all relevant Sub-Contractors shall, within 15 days after the date of the notice (or such later date as may be specified by ICO in such notice), cease such Works in an orderly manner (or in such manner as may reasonably be specified by ICO) so as to minimise disruption to any other integration activities being carried out and so as to preserve the results of the Works agreed to be performed in accordance with Annex 9 and any Change Orders pursuant to clause 14.6. The Contractor shall be entitled to: (a) reimbursement of all costs incurred up to the date specified by ICO to cease activities provided that such costs do not exceed the amount associated with the ICONET Integration Campaign(s) so terminated; and (b) if such notice results in the Contractor receiving for each ICONET Integration Campaign terminated by such notice less than the amount payable for the minimum man-months agreed in accordance with the relevant Change Order pursuant to clause 14.6, then the Contractor will be entitled to claim the difference between the actual man-months expended by the Contractor and the amount payable for the minimum man-months for each such terminated ICONET Integration Campaign. Other than the sums referred to in (a) and (b) above, the Contractor shall have no other claims of any nature arising from the termination by ICO of such activities. For the avoidance of doubt, all amounts payable by ICO in accordance with this clause 14.16 (except for any difference between the actual man months expended by the Contractor and the minimum man-months agreed in accordance with the relevant Change Order pursuant to clause 14.6) shall be substantiated by such evidence as is to be provided for monthly invoices in accordance with clause 14.12. 14.17 If any invoice submitted to ICO pursuant to clause 14.10 shall be overdue for payment by ICO for 60 days or more, unless ICO has disputed such invoice on reasonable grounds and has notified the Contractor in writing of such dispute, the Contractor shall be entitled to stop performing all or any of the Works. 14.18 The Contractor will co-operate with ICO Staff in the performance of ICONET Integration activities pursuant to this clause 14 or any additional integration activities which ICO may choose to carry out. 14.19 For the avoidance of doubt, ICO shall not be responsible, for the purposes of this clause 14, for the importation by the Contractor or any Sub-Contractor of any installation and test tools, equipment, materials or other effects (including personal) in connection with this clause 14. 14.20 The following clauses of this Agreement shall not apply to the Works provided in accordance with this clause 14 and Annex 9 of the Statement of Work: 4.1 (a) to (f) inclusive; 4.1 (h), (i) and (n); 4.2 to 4.5 inclusive, 4.7, 4.10, 5, 6.1 (d), 6.2, 7, 8, 11.5, 12.3, 13.2 to 13.5 inclusive, 15, 16.2 to 16.17 inclusive, 18, 19, 22, 25 to 40 inclusive, 44 to 50 inclusive, 54, 55.4 and 56. 14.21 For the purposes of this clause 14, the following clauses of this Agreement are amended as follows; (a) clause 4.1 (l): "it will provide, and will ensure that its Sub-Contractors provide, suitably skilled and appropriately experienced personnel required to fulfil the objectives of Annex 9 of the Statement of Work agreed in accordance with the relevant Change Order pursuant to clause 14.6 and clause 14"; 20 22 (b) clause 4.6: "Where the Contractor shall be in breach of any aspect of its warranties and undertakings set out in clause 4 relating to ICONET Integration, except for those parts of clause 4 specifically excluded in clause 14.20 or as amended by clause 14.21, the Contractor shall be responsible, at its own cost, for rectifying the consequences of any such breach"; and (c) clause 11.1: "The Contractor will ensure that the Works are carried out in such a manner as will fulfil Annex 9 of the Statement of Work as amended from time to time in accordance with the terms of this Agreement, using the other members of the NEC Team as the Principal Sub-Contractors to carry out the Works. In accordance with the terms of this clause, the Contractor may sub-contract such elements of the Works as they consider to be appropriate but the Contractor shall remain fully responsible for the performance of the Works, the preparation and delivery of the Deliverables and the completion of the Works which are scheduled to be completed in accordance with the ICONET Integration Schedule notwithstanding any default or failure to perform by any Sub-Contractors." PART C - PRICE AND PAYMENT 15 PRICE 15.1 ICO shall pay an aggregate total price of US$593,665,000 for the complete performance by the Contractor of all of its obligations under this Agreement together with a further sum of US$22,224,000 (in respect of freight and insurance as referred to in the Pricing Schedule), which amounts shall be subject to adjustment only in respect of (i) changes agreed under clause 9 and (ii) the cost of any Option items upon exercise of the relevant Option or other items or services purchased under clause 46; (such aggregate amount, as so adjusted, being referred to as the "Price"). Any Instalment payment made shall discharge the relevant portion of the Price and shall not be reclaimable by ICO but without prejudice to ICO's right to claim damages and/or indemnity in accordance with the provisions of this Agreement in the event of any breach by the Contractor. 15.2 The Price shall be payable in Instalments as set out in the Payment Schedule, but the obligation of ICO to pay any Cash Invoice (other than any Cash Invoices relating to the initial Instalment) shall be subject to clauses 15.3 and 16. 15.3 If the Contractor fails to achieve a Top Level Milestone by or within the period of 21 days commencing on the Milestone Date, then ICO may defer payment of any Cash Invoice which shall as a consequence become a Deferred Cash Invoice. ICO must notify the Contractor if it considers on any reasonable grounds that any Top Level Milestone has not been achieved by the relevant Milestone Date and, having done so, shall, subject to the provisions of this clause 15.3 and in particular to the Contractor's entitlement to contest ICO's entitlement to impose the deferral, be entitled to treat all Cash Invoices which would, but for this clause 15.3, have a Relevant Payment Date more than 21 days after the relevant Milestone Date as Deferred Cash Invoices under this clause 15.3. Until the relevant Top Level Milestone shall have been achieved, Cash Invoices shall continue to be issued by the Contractor, but shall automatically become Deferred Cash Invoices and shall not be payable so long as they remain Deferred Cash Invoices. The Contractor must notify ICO by facsimile within 10 days of receiving such notification from ICO of whether it disputes ICO's entitlement to impose the deferral. If the Contractor does not so notify ICO, then it shall be deemed to accept that the deferral is being properly imposed by ICO in accordance with the terms of this Agreement and the due date for payment of each of the Deferred Cash Invoices shall 21 23 be 21 days following the date upon which the deferral ends (or, if later, the date 30 days after the receipt of the relevant Deferred Cash Invoice). If the Contractor notifies ICO that the imposition of the deferral is disputed by the Contractor on reasonable grounds, then ICO shall upon the day falling 30 days after the date of receipt of each Cash Invoice being treated by ICO as a Deferred Cash Invoice pay the amount of the same into the Escrow Account. The due date for payment of each such invoice shall (if there is a Determination that the deferral was properly imposed in accordance with the terms of this Agreement) be 21 days following the date upon which the deferral ends (or, if later, the date 30 days after the receipt of the invoice) or (if there is a Determination that the deferral was not properly imposed in accordance with the terms of this Agreement) the original Relevant Payment Date for such invoice (and ICO shall have an obligation to pay interest to the Contractor pursuant to clause 16.10 accordingly). Any deferral pursuant to this clause 15.3 shall end as soon as the relevant Top Level Milestone shall have been achieved and any Deferred Cash Invoices shall thereupon cease to be Deferred Cash Invoices. 15.4 For the avoidance of doubt, all references in this clause 15 to a Milestone Date shall refer to the adjusted timing of such Milestone Date as Determined pursuant to any of the provisions in this Agreement which require or permit an alteration to the timing of achievement of Top Level Milestones. 15.5 For the avoidance of doubt, the Price is fixed, including, without limitation the following: (a) all place of origin taxes; except that if the place of origin is in the same country as the Site at which the relevant Deliverable is to be installed or the relevant service forming part of the Works is to be supplied, then the Net Cost shall be calculated and the Additional Amount shall be added the price as set out below. The "Net Cost" means: (i) the part of the Price attributable to such Deliverable or service; less (ii) in the amount of any export duties that the Contractor would have incurred on the export from the place of origin of such Deliverable or service if it had been exported. The "Additional Amount" means: (i) the amount of any Value Added Tax or other similar tax which would have been imposed by the laws of that country on a supply of that Deliverable or service to ICO for a price equal (on a tax exclusive basis) to the Net Cost less (ii) the amount (if any) of such export duties taken into account in determining the Net Cost. (b) any charges relating to export licences, certificates of origin, export document preparation, and export packaging, (c) insurance (including transit through to Sites, storage on Site, installation and testing); (d) shipping and transportation costs; (e) employee and employee-related costs of the Contractor and Sub-Contractors; (f) all necessary licences, fees or other charges necessary for the performance of the Works except: 22 24 (i) licences (and their associated costs) that the Site Operator requires for its operation of the ICONET Ground Facilities; and (ii) any local and/or central or other governmental approvals and permits for any civil work, (which licences approvals and permits referred to in paragraphs (i) and (ii) above shall be at the cost of ICO); (g) all taxes on the goods originally sold or provided by the Contractor to ICO under this Agreement (except import duty and customs duties, including Value Added Tax or any similar sales tax (which excluded taxes shall be paid in accordance with clause 28) and all Value Added Tax and any similar sales tax on services which are not recoverable by the Contractor or any Sub-Contractor or any of their respective affiliates) incurred by the Contractor and Sub-Contractors and their employees associated with performing any part of the Works in the country where the relevant Deliverables are to be installed or where the services are to be provided; and (h) any penalties or fines incurred by the Contractor and Sub-Contractors or their employees. 16 PAYMENT AND PAYMENT TERMS 16.1 The payment by ICO of any moneys to the Contractor in respect of this Agreement shall not be deemed to be acceptance by ICO of any Works or Deliverables in respect of which such moneys are paid. 16.2 The Contractor shall submit a Cash Invoice (and a copy invoice) to ICO for the Cash Portion of each Instalment of the Price payable in accordance with the Payment Schedule or clause 14 as appropriate. Each Cash Invoice shall be accompanied by appropriate supporting paperwork. In any case where the Instalment becomes due on shipment of any Equipment, this paperwork shall include a copy of the bill of lading (or other equivalent document). 16.3 All of the Contractor's Cash Invoices, other than any Deferred Cash Invoices during the period of the relevant deferral pursuant to clause 15.3, shall, provided that the same shall be in accordance with the requirements of this Agreement, be due and payable in United States Dollars by ICO within 30 days of the date of receipt by ICO of the Cash Invoice (the "Relevant Payment Date"). 16.4 Any invoices which are to be submitted to ICO pursuant to this Agreement shall be addressed to the Accounts Department, ICO Global Communications (Operations) Limited, c/o ICO Services Limited, 1 Queen Caroline Street, London W6 9BN 16.5 In the event that ICO disputes its liability to pay the whole or any part of a Cash Invoice or a Deferred Cash Invoice, ICO will advise the Contractor of its dispute and (in reasonable detail) the grounds therefor (including the Instalment(s) to which the dispute relates and the Disputed Percentages of it or them) by no later than nine days before the Relevant Payment Date (or, the date which would, if the invoice were not a Deferred Cash Invoice, have been its Relevant Payment Date). For the avoidance of doubt, in the case of a dispute relating to an invoice only the Disputed Percentage of the Cash Portion shall be treated as disputed in relation to the relevant Cash Invoice or Deferred Cash Invoice. For the avoidance of doubt ICO shall by the Relevant Payment Date pay to the Contractor those potions of any Cash Invoice which shall not be the subject of a deferral pursuant to clause 15.3 and 23 25 which are not in dispute and the parties shall use reasonable efforts to resolve any dispute concerning the Disputed Percentage of any Instalment. 16.6. This clause 16.6 applies if at any time: (a) ICO disputes its liability to pay an amount invoiced in good faith by the Contractor in a Cash Invoice which appears on its face to have been calculated and to be payable in accordance with the payment schedule or clause 14, including without limitation any Cash Invoice which ICO claims that it has the right to defer pursuant to clause 15.3 unless the Contractor accepts that claim; and (b) that would result in the aggregate of all amounts so invoiced which are then in dispute (each a "Disputed Amount" and collectively "the Disputed Amounts", which expression shall for the avoidance of doubt in relation to any Instalment include only the Disputed Percentage of the Cash Portion and not the Disputed Percentage of the Financed Portion, if any) equalling or exceeding any Escrow Trigger Amount(s). If it would equal or exceed more than one Escrow Trigger Amount, then the higher or highest shall be the relevant one. For the avoidance of doubt, any Cash Invoice issued by the Contractor being for an amount not invoiced in good faith or which does not appear on its face to have been calculated and to be payable in accordance with the Payment Schedule or clause 14, as appropriate, shall not be payable by ICO unless and until ICO agrees that the same shall have been properly issued and the requirement to pay a Disputed Amount into the Escrow Account shall not apply in relation thereto. If this clause 16.6 applies, then ICO shall (on the Relevant Payment Date for the Cash Invoice or, in the case of a Deferred Cash Invoice, the due date for payment of it) pay into the Escrow Account an amount sufficient to ensure that the balance on the Escrow Account relating to Disputed Amounts under this Clause 16 (after deduction of any amounts which either ICO or the Contractor is then entitled to have paid to it pursuant to clause 16.7) equals or exceeds the relevant Escrow Trigger Amount. 16.7 The parties shall in the Escrow Agreement jointly instruct the Escrow Agent to hold the balance on the Escrow Account in accordance with the relevant provisions of this Agreement. If there is a Determination, that any Disputed Amount or any part thereof is payable to the Contractor (either because any deferral under clause 15.3 was not in accordance with the terms of this Agreement, the dispute was otherwise ill-founded, relevant outstanding Works giving rise to a disputed deferral have been completed as referred to in clause 15.3 or the cause of the dispute has been remedied), then ICO shall join within 5 days of the date of the Determination with the Contractor in instructing the Escrow Agent to make a payment out of the Escrow Account to the Contractor of any amount held in the Escrow Account in respect of that Disputed Amount (or the appropriate part thereof), together with any interest earned on that amount. This payment shall be applied in or towards satisfaction of any liability of ICO in respect of the relevant Disputed Amount (and interest accrued pursuant to clause 16.10 upon it) pursuant to clause 16.8 or, as the case may be, clause 16.9. If there is a Determination that any Disputed Amount or any part thereof is not payable by ICO to the Contractor or that ICO was entitled to make a deferral pursuant to clause 15.3 which the Contractor has challenged, then the Contractor shall join within 5 days of the date of the Determination with ICO in instructing the Escrow Agent to make a payment out of the Escrow Account to ICO of any amount held in the Escrow Account in respect of that Disputed Amount (or the appropriate part thereof) or, as the case may be, that deferral, together in either case with any interest earned on that amount in the Escrow Account. 24 26 16.8 If there is a Determination that any dispute raised by ICO against all or part of an Invoice was ill-founded or that a deferral pursuant to clause 15.3 was not in accordance with the terms of this Agreement, then ICO shall within 9 days of the date of the Determination pay to the Contractor any balance of the Disputed Amount found by the Determination to be payable to the Contractor together with interest thereon calculated in accordance with clause 16.10, after taking account of any payment to be made to the Contractor out of the Escrow Account pursuant to clause 16.7 as a result of that Determination and the Relevant Payment Date of the Disputed Amount in this case shall be the date 30 days after the date of ICO's receipt of the original Cash Invoice. 16.9 If there is a Determination that payment be made to the Contractor for any reason other than as is referred to in clause 16.8 then ICO shall within 9 days of the date of the Determination pay to the Contractor any balance of the Disputed Amount found by the Determination to be payable to the Contractor together with interest thereon calculated in accordance with clause 16.10, after taking account of any payment to be made to the Contractor out of the Escrow Account pursuant to clause 16.7 as a result of that Determination. Interest shall run pursuant to clause 16.10 as if the Relevant Payment Date were the date of the Determination. A payment by ICO pursuant to this clause 16.9 shall not prevent the Contractor from continuing to seek a Determination as referred to in clause 16.8 that the dispute was ill-founded or that the deferral was not properly imposed under clause 15.3 (which Determination would entitle it to the payment of interest pursuant to clause 16.10 from the original Relevant Payment Date). 16.10 Any sums not paid by one party when due shall bear interest from the Relevant Payment Date, or if different or if there is no Relevant Payment Date the due date for payment, until the other party receives payment (whether before or after judgement) at the Agreed Rate. Such interest shall accrue from day to day on the basis of a 360 day year and shall be payable with the sum to which it relates and, if that sum is overdue, on demand. 16.11 All payments to be made under this Agreement to the Contractor shall be made: (a) for value on the Relevant Payment Date (or such other date as may apply pursuant to this Agreement) from the Cayman Islands to such account at such bank in Tokyo as the Contractor may specify from time to time; and (b) in full without any set-off, withholding, deduction or counterclaim of any kind, except for any tax deduction imposed by Cayman Islands law on any payment from the Cayman Islands to Japan; but for the avoidance of doubt, this is without prejudice to clause 16.12. If any payment to the Contractor under this Agreement from the Cayman Islands to Japan is required by applicable law to be made subject to a tax deduction or withholding, then ICO shall: (a) ensure that it accounts for the same to the relevant authority as and when required by law; and (b) promptly provide to the Contractor a certificate of deduction and such other documents as the Contractor may reasonably require to evidence that payment has been made subject to such deduction. 16.12 If at any time ICO considers that the Contractor is in default of its obligations under this Agreement and as a result an amount is due to be paid by the Contractor to ICO, then if the amount involved exceeds $1 million and if ICO has given the Contractor no less than 9 days' notice of its intention to do so, ICO may deduct the amount claimed from any payment that it is making to the Contractor of any one or more Cash Invoice(s) then or subsequently falling due for payment and instead pay the whole of that amount into the Escrow Account. 25 27 If there is a Determination that all or part of the amount claimed by ICO, in respect of which the payment into the Escrow Account was made, was due to ICO by the Contractor, then the Contractor shall within 5 days of the Determination join with ICO in instructing the Escrow Agent to pay out of the Escrow Account to ICO the amount so due, together with interest earned on that amount in the Escrow Account; and upon the Contractor joining in that instruction the liability which led to the payment into the Escrow Account being made by ICO shall be discharged in an amount equal to the amount in respect of which that instruction is given, whether or not the Escrow Agent actually makes the payment. If there is a Determination that all or part of the amount claimed by ICO and paid into the Escrow Account was not due to ICO, then ICO shall within 5 days of the Determination join with the Contractor in instructing the Escrow Agent to pay out of the Escrow Account the amount which was not so due, together with interest earned on that amount in the Escrow Account and ICO shall pay to the Contractor an additional amount such that the Contractor receives in total the amount which it should have been paid on the Relevant Payment Date for the Cash Invoice(s) against which ICO made such deductions when paying monies into the Escrow Account together with interest on such amount at the Agreed Rate from the Relevant Payment Date up to the date of actual payment. 16.13 The parties have agreed in principle, subject to contract, that part of the aggregate total price payable under this Agreement (excluding any adjustment to such price whether referred to in clause 15.1 or not) shall be financed by the Contractor. A summary of the terms and conditions reflecting this in principle agreement ("the Vendor Financing Summary") is set out as Schedule 10. Clause 16.14 shall apply if, but only if, and from the time that the parties enter into a legally binding agreement ("the Vendor Financing Agreement") reflecting (with such amendments as may be agreed) that Vendor Financing Summary. The parties agree to negotiate in good faith the terms and conditions of the Vendor Financing Agreement with a view to completing the anticipated vendor financing within the spirit of the Vendor Financing Summary by the end of 1997. 16.14 Each Financed Invoice issued by the Contractor shall relate to the Financed Portion of one or more Instalments in respect of which a Cash Invoice has been issued. The Contractor shall not issue a Financed Invoice in respect of an Instalment where ICO shall, in relation to the corresponding Cash Invoice, have disputed its liability to pay 100% of the relevant Instalment until Determination of such dispute. The Contractor shall not include in any Financed Invoice any Disputed Percentage of the Financed Portion of an Instalment until, and then only to the extent that there is a Determination that the relevant amount of the Instalment was due. ICO shall only be entitled to challenge the amount of a Financed Invoice or the Contractors entitlement to issue it on the ground that it is not issued in good faith, it is inconsistent with a Cash Invoice which relates to one or more of the same Instalments or that it appears on its face to be inconsistent with the Payment Schedule. A Financed Invoice shall fall due for payment at the time stated in, shall bear interest which shall be payable in accordance with and shall otherwise be subject to the Vendor Financing Agreement. Clauses 15.2 and 15.3 shall not apply to the Financed Portion of any Instalment with the intention that the Financed Invoices to be issued at the end of each quarter pursuant to the Vendor Financing Agreement shall include the Financed Portion of any Instalment in respect of which a Cash Invoice would, but for clauses 15.2 and 15.3, have been issued in that quarter. The first two sentences of clause 16.2 and clause 16.4 shall apply to Financed Invoices as if they were Cash Invoices except to the extent specifically referred to in this clause 16.14. The other provisions of clauses 16.1 to 16.12 inclusive shall not apply to Financed Invoices (although the Vendor Financing Agreement may include analogous provisions). For the avoidance of doubt, nothing in this Agreement shall result in a Financed Invoice which is payable in accordance with the terms of the Vendor Financing Agreement not being payable. 26 28 16.15 The Vendor Financing Summary provides for ICO to pay a management/commitment fee to the Contractor in respect of the proposed vendor financing, such fee to be payable in two instalments, the second one together with interest. ICO confirms that the obligations as to payment of that fee are legally binding on it, notwithstanding that the Vendor Financing Summary is expressed to be subject to contract. 16.16 The parties shall immediately upon the choice of the Escrow Agent and the settlement of the terms of the Escrow Agreement enter into the Escrow Agreement with the Escrow Agent. Neither party shall upon or after joining in an instruction to the Escrow Agent to make a payment to the other party out of the Escrow Account take any action directly or indirectly to prevent payment being made to the recipient party pursuant to such instructions. 16.17 To the extent that any payment made by ICO out of the Escrow Account is made because there has been a Determination that ICO was correct in disputing a Cash Invoice in whole or in part or was entitled to impose a deferral pursuant to clause 15.3, then such payment shall not be deemed for any purpose to be a payment made by the Contractor to ICO. 16.18 For the avoidance of doubt, the provisions of clauses 15.2, 15.3 and 16 shall apply in relation to payments due under clause 14. 17 PAYMENT OF REIMBURSABLE COSTS 17.1 The Contractor shall submit (substantially in the relevant approved form set out in Schedule 4 and containing the same information) monthly invoices for costs which are agreed to be reimbursable by ICO to the Contractor under this Agreement. Such invoices shall have attached the original documents (or copies of the documents certified by the Contractor) evidencing the amounts claimed by the Contractor for reimbursement. 17.2 Amounts claimed by the Contractor for reimbursement pursuant to this clause 17 shall be net of any amounts (including, for the avoidance of doubt, offsetable amounts such as VAT or other sales taxes) which the Contractor or any of its Sub-Contractors have the right to reclaim from parties other than ICO, whether or not such claim has been made or received provided that if, subject to the Contractor or its Sub-Contractors following its or their usual collection procedures, any amount reclaimed by the Contractor or its Sub-Contractors which has not been received from such third party within 90 days of the date of the Contractor's invoice to ICO in which the right to such reclaim was taken into account, the Contractor shall be entitled to include such reclaimed amount in its next monthly invoice to ICO. If subsequently the Contractor or any of its Sub-Contractors receive such reclaim from the third party, the Contractor shall account to ICO for any sums so recovered without delay. 17.3 ICO shall submit invoices for costs which are agreed to be reimbursable by the Contractor. Such invoices shall have attached the original documents (or copy documents certified by ICO) evidencing the amounts claimed by ICO for reimbursement. 17.4 Amounts claimed by ICO for reimbursement pursuant to this clause 17 shall be net of any amounts (including, for the avoidance of doubt, offsetable amounts such as VAT or other sales taxes) which ICO has the right to reclaim from parties other than the Contractor, whether or not such claim has been made or received provided that if, subject to ICO following its usual collection procedures, any amount reclaimed by ICO has not been received from such third party within 90 days of the date of ICO's invoice to the Contractor in which the right to such reclaim was taken into account. ICO shall 27 29 be entitled to invoice the Contractor for such reclaimed amount. If subsequently ICO receives such reclaim from the third party, it shall account to the Contractor for any sums so recovered without delay. 17.5 The provisions of clauses 16.3 to 16.11 inclusive and 16.17 shall apply to this clause 17 mutatis mutandis, and for the avoidance of doubt for these purposes payments by the Contractor to ICO shall be treated in the same way as payments by ICO to the Contractor. 18. LIQUIDATED DAMAGES AND INCENTIVE PAYMENT 18.1 In the event that the Contractor fails to satisfy all of the Level 2 Acceptance Criteria by the Level 2 Acceptance Date, then the Contractor shall be liable to pay, upon ICO's demand in writing, to ICO (without deduction or withholding) liquidated damages calculated as the amount (which shall never exceed * in aggregate of the total amount of the Price) found by * and multiplying the result by the number of days of delay during the period commencing with the date failing 30 days after the Level 2 Acceptance Date and ending on the Level 2 Handover Date. 18.2 In the event that the Level 2 Handover Date shall occur on or before 9 September 2000, then ICO shall pay to the Contractor within 30 days following the receipt of the Contractor's invoice a bonus payment by way of addition to the Price calculated as the amount (which shall never exceed * . PART D - PROGRESS REPORTING 19 MILESTONES AND PROGRESS REPORTING 19.1 ICO and the Contractor have agreed the Top Level Milestone Schedule (being Schedule 7), which designates particular Milestones as Top Level Milestones and specifies the date for the achievement by the Contractor of such Top Level Milestones. 19.2 In accordance with the progress monitoring procedure established in Annex 4 of the Statement of Work, the Contractor shall report regularly on, and produce such other evidence as ICO may reasonably request to demonstrate, the actual progress of the Works as compared with the Master Level Schedule and Schedule 7. 19.3 Schedule 7 also contains other Milestones which, if not achieved by the specified dates, may affect the Contractor's ability to achieve the Top Level Milestones in accordance with Schedule 7. If ICO's failure to achieve any Milestone, which is identified in Schedule 7 as being the responsibility of ICO, has a direct effect upon the ability of the Contractor to achieve any Top Level Milestone, then to the extent that the Contractor can demonstrate the same to be required, Schedule 7 shall be adjusted in an equitable manner. 19.4 Any changes required to Schedule 7 shall be agreed in accordance with clause 58. 19.5 If in ICO's reasonable opinion actual progress of the Works does not conform generally with the Master Level Schedule or achievement of a Top Level Milestone has been or may be delayed, and if delayed, ICO has notified the Contractor in accordance with clause 15.3, then ICO may require the Contractor: (a) to submit a report to ICO identifying the reasons for the delay and the Contractors proposal for catching up with that delay; and/or * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 28 30 (b) to produce and submit a revised Master Level Schedule to ICO showing how the Contractor proposes to ensure completion of the relevant Works by the relevant Milestone Date or, where a relevant Top Level Milestone has not or will not be achieved, how the Contractor proposes to ensure completion of the relevant Works without adversely affecting the Master Level Schedule and the achievement of the remaining Top Level Milestones by the relevant Milestone Dates. 19.6 If the Contractor is unable to satisfy ICO that it is able to complete the relevant Works by the relevant Milestone Date or, as the case may be, that it is able to complete all or any of the relevant Works without adversely affecting the Master Level Schedule and the achievement of the remaining Top Level Milestones by the relevant Milestone Dates, ICO shall have the right, with no corresponding adjustment being made to the Price, to require the Contractor to commit such extra resources (including any resources required to supplement the NEC Team's own and then committed resources and expertise) as are necessary to complete the relevant Works by the relevant Milestone Date or, as the case may be, to complete all or any of the relevant Works without adversely affecting the Master Level Schedule and the achievement of the remaining Top Level Milestones by the relevant Milestone Dates. 19.7 If in extreme circumstances ICO considers that the Contractor is or will be unable to complete all or any substantial aspect of the Works in accordance with the Master Level Schedule and the achievement of the remaining Top Level Milestones by the relevant Milestone Dates and the Contractor has failed to take all appropriate actions called for by ICO under clause 19.6, then, if supported by the opinion or recommendation of an independent expert appointed in accordance with this clause 19.8, ICO may require the Contractor to (and the Contractor shall be obliged to): (a) replace any of the Sub-Contractors (including the other members of the NEC Team); and (b) take such other actions as ICO may reasonably determine to be necessary in the circumstances. 19.8 Any independent expert required to be appointed for the purposes of clause 19.7 shall be appointed either by agreement between the parties within 21 days of a request by ICO or, in the absence of such agreement within such period, shall consist of a committee of three experts to be selected by lot from amongst up to six nominees of whom up to three shall have been put forward within seven days of the expiry of such 21 day period by each of ICO and the Contractor. Any person nominated as an expert shall be entirely independent of the parties, the other members of the NEC Team of any Sub-Contractors and any Site Operators. [20] NOT USED. [21] NOT USED. 22 PROGRESS INSPECTION 22.1 Subject to any applicable legal restrictions in effect in the country of manufacture, ICO has the right to inspect and verify the progress of all elements of the Works at all places and times prior to the completion of Phase 3 Testing of the relevant item or component and its handover to and acceptance by ICO and for such purposes shall be permitted access to the premises of the Contractor and its Sub-Contractors (excluding any Sub-Contractor who shall not have been required to enter into a direct undertaking with ICO pursuant to clause 11). ICO will give 14 days notice of its intended inspections to the Contractor. Such inspections shall be performed in a manner that will not unduly delay the Works. Any such inspections and verifications as are required shall be authorised by the Supervising Officer. 29 31 22.2 If any such inspections and verifications are to be made on the premises of the Contractor any Sub-Contractor (excluding any Sub-Contractor who shall not have been required to enter into direct undertaking with ICO pursuant to clause 11), the Contractor shall furnish, and shall require such Sub-Contractors to furnish, without additional charge, all reasonable facilities and assistance for the safe and convenient performance of these inspections and verifications. 22.3 The Contractor shall furnish or procure to be furnished to ICO such copies of orders. specifications, drawings, any technical information and documents as ICO may reasonably require to. perform progress supervision. 22.4 When any elements of the Works which ICO has, in accordance with clause 22.1 notified the Contractor of its wish to inspect are not, at the relevant time specified by ICO, ready for inspection, review or evaluation, ICO may charge to the Contractor the reasonable costs incurred by ICO Staff attending at the relevant premises for the purposes of such inspection, review or evaluation and such costs shall be reimbursed to ICO in accordance with clause 17. 22.5 Any inspection and/or test and/or examination made. or attended by ICO Staff under this clause shall not relieve the Contractor of its responsibility to conform to the requirements of this,, Agreement. 23 INTERMEDIATE PROGRESS REVIEW 23.1 In relation to each of the sub-systems referred to in Schedule 11 (Payment Schedule) comprising part of the Deliverables, the Contractor shall not despatch any of such Deliverables from their respective places of origin to the Sites until such time as the relevant sub-system shall have successfully completed all of the Phase 1 Tests referred to in Section 5.1 of Annex 8A to the Statement of Work. 23.2 The Contractor shall not proceed with any of the Phase 3 Tests referred to in Sections 5.4.5 to 5.4.7 of Annex 8A to the Statement of Work in relation to any of the Sites (excluding those referred to under paragraphs 3, 4 and 5 of Section 5.4.5) unless at that Site and in relation to such Deliverables the Level 1 Acceptance Criteria specified in Annex 10 to the Statement of Work shall have been satisfied in respect of the immediately preceding Phase 3 Test mentioned in Sections 5.4.5 to 5.4.7 referred to above (provided that nothing in this clause 23.2 shall prevent the Contractor from commencing the first of the Phase 3 Tests mentioned in that section.) 23.3 ICO shall, in its absolute discretion, be entitled to waive compliance with the timing requirements of clauses 23.1 and 23.2 in whole or in part and subject to such terms and conditions as it may think fit, but any such waiver shall not excuse or relieve the Contractor in any way from the requirement to ensure that the relevant Deliverables satisfy the relevant Phase 1 or Phase 3 Tests. [24] NOT USED. PART E - DELIVERY AND INSTALLATION 25. SITE ACCESS 25.1 ICO Shall, no later than 4 weeks before the Ready for Installation Date for each Site established in the Master Level Schedule, advise the Contractor of the anticipated availability of the Site on the scheduled Ready for Installation Date. 25.2 If ICO can reasonably foresee that the actual availability of a Site will be later than the scheduled Ready for Installation Date, the parties shall meet to determine the consequences to the 30 32 Contractor's delivery and installation programme and the action that can be taken to mitigate such consequences shall be agreed in a Change Order in accordance with clause 9. 26 TRANSPORTATION TO SITE 26.1 The Contractor shall have sole responsibility for the shipment and transportation of the Deliverables from the place of manufacture to, and unloading and placing into suitable and secure storage at, a port of destination in, and as selected by the Contractor, the country of the relevant Site. The Contractor shall promptly upon arrival of the Deliverables at the port of destination notify ICO in writing, and any agents designated by ICO, of the storage location of the Deliverables. 26.2 ICO shall promptly arrange for customs clearance of the Deliverables at such port of destination in accordance with clause 28. 26.3 Following customs clearance in accordance with clause 28, the Contractor shall have sole responsibility for, and shall arrange promptly, inland transportation from an ICO designated location at the relevant port of destination to the relevant Site. 26.4 The Contractor shall arrange shipment and transportation for the Deliverables to each of the Sites with reliable shipping and transportation contractors experienced in carrying products of the type of the relevant Deliverables. 26.5 The Contractor shall, 30 days before despatch of any of the Deliverables to the relevant port of destination as referred to in clause 26.1, notify ICO of the intended date of despatch, the mode(s) of transport and the destination of the relevant Deliverables together with such other information as ICO may reasonably require to assist ICO In arranging for customs clearance. 26.6 The Contractor shall not, without informing ICO, arrange for any of the Deliverables to be shipped to Sites via third countries. The Contractor shall not arrange for any Deliverables to be shipped via a third country if by doing so any delays or adverse treatment in Importation or customs clearance will result or may reasonably be anticipated. Notwithstanding having informed ICO of any shipment via third countries, the Contractor will be liable for any penalties imposed upon ICO by virtue of the shipment via such third countries. 27 PACKAGING 27.1 The Contractor shall be responsible for packing all the Deliverables in a manner which, taking into account all hazards which may reasonably be anticipated, will enable them to be transported from their point of origin to the Site and stored at the Site without suffering any accidental damage, environmental damage or deterioration. The Contractor shall be responsible for replacing at its own cost, without impact to the Top Level Milestone Schedule, any of the Deliverables which are damaged in transit and for reimbursing ICO for any expenses it incurs as a consequence of improper packing, marking or method of shipment. 27.2 The Contractor shall pack, mark and ship all items and components of the Deliverables in accordance with the requirements of this Agreement and so as to be in compliance with best commercial practice for protection and shipment and for meeting transportation regulations. A packing list shall be included with each shipment and a copy thereof transmitted to ICO by fax at the time of despatch from the point of origin (or where the despatch is made by a Sub-Contractor, the Contractor shall transmit such copy within 48 hours of the time of despatch) and each delivery package shall be marked and cross referenced to such packing list. 27.3 The Contractor shall, following delivery, remove from each Site all packing materials and dispose of, reuse or recycle the same in a manner lawful in the relevant country. No separate or additional 31 33 charges are payable by ICO for safe packing, handling or storage transit except as provided in clause 28. 28 CUSTOMS CLEARANCE 28.1 ICO shall be responsible for all customs clearances and other importation formalities which relate to any of the Deliverables in the country in which the Site at which the same are to be installed is situated. 28.2 ICO shall pay all import and custom duties (including VAT or any similar sales tax), customs clearance charges and fees (including any storage costs incurred during the import and customs clearing process), incurred in connection with the importation of the relevant Deliverables in the country in which the Site at which the same are to be installed is situated, The Contractor shall, when requested by ICO and subject to clause 28.5, use its reasonable efforts to assist ICO in obtaining customs clearance of, and in satisfying any other importation formalities relating to, the Deliverables at the port of destination. 28.3 The Contractor shall on a timely basis provide ICO with originals, or where appropriate copies, of: (a) all relevant shipping documents; (b) manufacturing certificates, (c) fully completed applications for import clearances: and (d) if required, other usual customs clearance and importation documentation if required for the importation of goods into the relevant country, relating to the Deliverables for signature and submission by ICO (where appropriate). 28.4 No later than 60 days prior to the scheduled shipment to the relevant country of the Deliverables as shown in the Master Level Schedule, ICO shall inform the Contractor of any special requirements to be applied or followed in respect of the importation of such Deliverables to the relevant country and the Contractor shall meet such special requirements. 28.5 If the Contractor shall 'in providing the additional assistance requested by ICO under clause 28.2 or in fulfilling any special requirements notified under clause 28.4 incur additional cost then, subject to supplying to ICO reasonable evidence of such additional costs incurred, ICO shall reimburse the same to the Contractor in accordance with clause 17. 28.6 In the event that any objections or difficulties are anticipated or encountered in any country which might result in the customs clearance or importation procedures of the relevant Deliverables being delayed beyond 15 days after arrival for customs clearance of the relevant Deliverables in the relevant country (commencing with the first working day in that country after that on which the Contractor shall have provided notification in accordance with clause 26.1 and the documentation referred to in clause 28.3), ICO shall promptly notify the Contractor of the nature and cause of the delay (if known). 28.7 The Contractor shall identify and assess as soon as possible after receiving any notification under clause 28.6 any negative effects upon the Master Level Schedule and the parties shall discuss the appropriate and necessary action to minimise such effects. 28.8 If customs clearance or the importation of any of the Deliverables into the country in which the Site at which the same are to be installed is situated is delayed beyond the period specified in clause 28.6 and the Contractor shall have fully complied with its obligations under clauses 26 to 28 inclusive in 32 34 relation to such Deliverables then, subject to the Contractor demonstrating to the reasonable satisfaction of ICO that the, delay in the importation or customs clearance of the relevant Deliverable was the direct cause of an actual delayin the Top Level Milestone Schedule (as it relates to the Site for which such Deliverables were intended and to any consequential effect on the relationship between that Site and any other Sites) shall be adjusted for a period not to exceed the lesser of: (a) the actual period of delay in the Top Level Milestone Schedule resulting directly from the delay in importation or customs clearance of the relevant Deliverables; or (b) the number of days in excess of the period referred to in clause 28.6 which were required for actual importation or customs clearance of the relevant Deliverables to be achieved. 28.9 For the avoidance of doubt, ICO shall not be responsible for and clauses 28.1 to 28.8 shall not apply to: (a) the importation by the Contractor or any Sub-Contractor of any installation and test tools, equipment, materials or other effects (including personal) in connection with this Agreement; or (b) any Deliverables which are imported more than once into any country in which a Site at which the same are intended to be installed is situated, whether the second or subsequent importation is into the same or any other country to the initial importation, otherwise than as a result of a direction by ICO. 28.10 In the event that any of the circumstances in clause 28.9(b) apply; (a) ICO shall at the Contractor's request assist the Contractor in, and in appropriate circumstances handle on behalf of and at the expense of the Contractor, the importation and customs clearance of the relevant Deliverables; and (b) the Top Level Milestone Schedule shall not be extended even if delays or difficulties are encountered in the customs clearance or importation procedures. 29 INSURANCE 29.1 The obligations in this clause 29 shall apply until such time as risk in the relevant Deliverable pass to ICO. The Contractor shall as from the time of creation of all or any part, including 'components, of the Deliverables maintain insurance against loss, damage or destruction for all of the Deliverables then in existence for their full replacement cost, including costs associated with expedited repair or replacement and delivery to, and installation at, the location where the affected Works are being, or are to be, performed. 29.2 The Contractor shall, in the event of the loss, damage or destruction of any of the Deliverables at any time before the Level 2 Handover Date or the Handover Date (as the case may be) of the relevant Deliverable, use its best efforts to procure the provision of any repair or replacement for any of the Deliverables or any component thereof and to take such other actions as the Contractor deems appropriate in order to avoid or to minimise all adverse effects on the Master Level Schedule and the Top Level Milestones as a consequence of the loss, damage or destruction of any Deliverables. 29.3 ICO shall be nominated as joint insured in respect of all of such Deliverables and their components and shall be loss payee. Within three months of the date of this Agreement ICO shall grant 33 35 to the Contractor an appropriate power of attorney enabling the contractor to negotiate with, settle and collect any claims from the insurers of any of the Deliverables or any carriers, bailees and/or other parties responsible for loss or damage to any part or component of the Deliverables. The Contracts shall hold any amount so received in trust on behalf of ICO until the same shall be applied in payment for any repair or replacement Deliverables or shall be paid to ICO. 29.4 ICO at its sole discretion may direct that the Contractor not proceed with the repair or replacement and delivery as provided in clause 29.2 and instead require that the Contractor and ICO cooperate to procure that the proceeds of insurance be paid directly to ICO and the Contractor will not be required to proceed with any such repair or replacement or delivery. 29.5 To the extent that ICO's direction under clause 29.4 shall adversely affect the ability of the Contractor to comply with the Top Level Milestone Schedule and any applicable Top Level Milestones, to the extent that either party can demonstrate the same to be required, the provisions of this Agreement (including if necessary the Payment Schedule, the Top Level Milestone Schedule and Top Level Milestones) shall be adjusted in an equitable manner. 29.6 The Contractor shall produce evidence (and an English translation) to ICO of its compliance with clauses 29.1 and 29.3 from time to time upon request and no less frequently then once a year within one month following the renewal date of the Contractor's policy. 30 OWNERSHIP Ownership of the Deliverables shall pass to ICO upon the relevant Deliverable being loaded on board a ship, aircraft or other means of transport bound for export from the country of origin provided that where any Site is located in the country of origin, ownership shall pass upon the relevant Deliverable arriving at the relevant Site. 31 DELIVERY 31.1 The Contractor shall be responsible for the delivery of the Deliverables to the Sites in accordance with the Statement of Work and the Master Level Schedule. The Contractor shall provide all materials, plant, equipment and labour required to receive, off-load and place the Deliverables in position at the Sites. 31.2 Upon arrival of each consignment or shipment of the Deliverables at each Site, the Contractor shall examine and confirm to ICO the identity of the Deliverables which have been delivered and that they are in good condition and ready for installation or, if this is not the case, what the position then is. The Contractor shall also identify to ICO any Deliverables which have been scheduled for delivery at that Site by that time but which have not then been delivered (or which have been delivered but are either defective or damaged and in need of replacement or repair) and, promptly, the Contractor shall deliver to ICO a report setting out the impact on the Master Level Schedule and for completing the Works and all applicable testing requirements at that Site on or before the scheduled date for completion of the same and any remedial actions which the Contractor intends to implement. 32 INSTALLATION 32.1 The Contractor shall at each Site carry out the Works in accordance with the Statement of Work and the IGFR, using a safe system of working and in compliance with all local laws. 32.2 The Contractor shall (within a reasonable time taking into account the nature of the damage), in a good and workmanlike fashion, repair or replace any damage to the Site (including any of the buildings. fixtures, fittings or other equipment on the Site) or to any of the Deliverables in the course of any aspect 34 36 of the installation of any of the Deliverables which has been caused by the Contractor or any SubContractors. 32.3 Save for those items specified in Annexes 2, 3 and 9 of the Statement of Work, the Contractor shall be responsible for providing. or procuring the provision, of all equipment. tools, consumables. spares and all other materials and services required for the carrying out of the Works and the installation of the Deliverables at all Sites. With respect to those items of equipment, tools, materials. and services required for the installation of the Equipment and Software which ICO is responsible for providing to, or procuring to be made available for use by, the Contractor. as specified in Annexes 2, 3 and 9 of the Statement of Work, the Contractor shall be responsible for the proper care and maintenance (including any losses or damages) of all such items and shall, following the completion of the Works for which they are required, return all such items to ICO at such location(s) as ICO may reasonably specify in the same condition as they were provided (save where consumed in the case of consumables or for normal wear and tear) and recalibrated if appropriate. The Contractor shall be responsible for the costs of all transportation and insurance associated with the provision by ICO to, and use and return to ICO of such items by, the Contractor. 32.4 The Contractor shall ensure that its employees, its Sub-Contractors and their employees observe all relevant laws regulations and practices relating to the Sites and shall remove forthwith from the relevant Site, with or without the request of ICO, any such persons failing to abide by any of these requirements. 32.5 The Contractor acknowledges that the Sites on which the Works will occur and adjoining land may have other existing equipment and operations which may be carried out concurrently by third parties. The Contractor shall take all reasonable and necessary actions (including the co-ordination of its activities on any Site with any other activities of others affecting the same Site or any adjoining land) so as to prevent such other existing equipment and concurrent operations from suffering any damage or adverse effects as a result of the Contractor's activities. In the event that the Contractor's activities cause any damage to existing equipment or adversely affect other concurrent operations, the Contractor shall immediately stop the activities giving rise to any such damage or adverse effect and, in consultation with ICO or such other person as ICO may direct, implement such remedial action as may be necessary to repair, replace or rectify the damaged equipment or to prevent the adverse effect upon concurrent operations. 32.6 The Contractor shall throughout the process of installation keep the Sites in a clean and tidy condition and shall be responsible for keeping the Sites free from rubbish and contamination arising as a consequence of its activities. Following completion of the installation of the relevant Deliverables at each Site, the Contractor shall promptly remove its effects, personnel (other than those with a role continuing after installation), spare materials, plant, machinery and any rubbish or other debris. The Contractor shall leave the Site in a clean condition, ready to commence operations. 33 TESTING 33.1 The Contractor acknowledges that it must and undertakes that it will within the timescales contemplated by this Agreement deliver to ICO fully integrated and tested ICONET Ground Facilities capable of fulfilling the IGFR and the Statement of Work. 33.2 In order to establish that the Works and the Deliverables are capable of providing a fully functioning service, testing and retesting of each element is required. The Contractor must ensure that the testing procedure set out in the Statement of Work is fulfilled and ICO Staff shall be permitted to observe and review any and all of the formal and informal tests referred to in Annex 8A of the Statement of Work. 33.3 In the event that any part of the Deliverables shall fail any formal test (as described in Annex 8A of the Statement of Work) as is referred to in clause 33.2 for any reason, the test procedures shall, 35 37 after a reasonable opportunity for the Contractor to remedy the cause of such failure, be restarted the discretion of ICO to a reasonable point to demonstrate the functionality and/or the reliability of z-. Deliverables concerned. 33.4 The Contractor shall inform or confirm to ICO in writing (as appropriate) at least 14 days in advance the date, time and location of all formal tests (as described in Annex 8A of the Statement of Work). 33.5 In the event that any of the formal tests specified above: (a) do not occur within 48 hours of the time scheduled for such test: (b) is cancelled by the Contractor or Sub-Contractor with less than 48 hours notice to ICO: or (c) is carried out and the relevant Deliverable shall fail the such test and the same cannot be reperformed within 48 hours of the time it failed and ICO requests that it be retested pursuant to clause 33.3, then the Contractor will reimburse ICO for any reasonable costs and expenses incurred in attending the tests or inspection. 34 RFT HANDOVER 34.1 In relation to such part of the Deliverables as comprise RFTs for use in the six TT&C Sites which ICO has designated as the TT&C Sites as set out in the Statement of Work, the provisions of this clause shall apply. 34.2 On or before the RFT Availability Date applicable to each TT&C Site, the Contractor shall ensure that (i) at such Site, two (or at the Contractor's discretion any greater number) of the RFTs will be installed; (ii) all of those RFTs that have been installed have successfully completed their Phase 2-1 Testing (as referred to in Annex 8A of the Statement of Work); (iii) all of the required training at such Site shall have been provided to ICO Staff necessary to train them to operate such RFTs competently, (iv) the required documentation relating thereto as specified pursuant to the Statement of Work has been supplied to ICO; and (v) the provisions set out in the IGFR and the Statement of Work relating to such RFTs shall have been complied with. 34.3 The Contractor shall for a continuous period of three weeks following the RFT Availability Date applicable at each of the Sites (other than the first Site to be made available and at the IOT Site, where such continuous period shall be six weeks) provide engineering support and assistance to ICO -Staff at such time as may be established by ICO at anytime falling within the period of three months following the RFT Availability Date (provided that if such time shall not be immediately following the RFT Availability Date applicable to the relevant Site, ICO shall give the Contractor at least two weeks prior written notice of the time at which such support and assistance is required), for the integration of all of the installed RFTs with ICO's satellite TT&C and IOT systems so that the same can, by the end of such integration period, be made ready for operation and use by ICO as a satellite telemetry, tracking and control site assuming that the TT&C and IOT systems meet their respective Interface Control Documents. 34.4 on the relevant RFT availability date, the contractor shall make available for use by ICO at the relevant TT&C Site two of the RFTs and shall procure that at all times between the relevant RFT Availability Date and the Level 2 Handover Date ICO has at each TT&C Site a minimum of two RFTs continuously available for use and operation in a fully functional mode, in connection with ICO's TT&C and IOT activities. 36 38 34.5 Without affecting the requirements of clause 34.4, following the RFT Availability Date and Reinstallation and successful Phase 2-1 Testing of any of the remaining RFTs at any TT&C Site, the Contractor shall make such other RFTs available for use by ICO in connection with ICO's TT&C and IOT operations at a single time of the Contractor's choosing and shall, at each TT&C Site, provide for a continuous period of three weeks engineering support and assistance to ICO Staff for integration of the RFTs with ICO's satellite TT&C systems. Any such RFT shall not, for the remaining provisions of this clause, be regarded as available to ICO until the provision of such engineering support and assistance has been completed. 34.6 ICO acknowledges that at certain times the Contractor will need to carry out testing at the Site of the Deliverables comprising the entire SAN or major aspects thereof and accordingly it may be necessary for ICO to switch its TT&C and IOT operations at the Site to use another of the available RFTs. 34.7 The Contractor shall, in circumstances where its testing procedures require the use of RFTs at a particular Site, ensure that its use of those RFTs does not interfere with ICO's TT&C and IOT operations at the Site and it will liaise with ICO to ensure that there are no interruptions which cause any risk to necessary TT&C and IOT operations. 34.8 ICO undertakes that it will, under the supervision of properly trained personnel, operate and maintain all of the RFTs made available to ICO by the Contractor under this clause 34 only for ICO's TT&C and IOT operations at the Site and in accordance with the operation and maintenance manuals provided by the Contractor and will otherwise take all reasonable steps to keep the relevant RFTs secure and free from interference and abuse. 34.9 During the period between the RFT Availability Date and the Level 2 Handover Date, all of the RFTs which the Contractor has made available for use by ICO under this clause 34 shall nevertheless remain at the risk and under the ultimate control and responsibility of the Contractor. 34.10 If in the period referred to in clause 34.9, ICO shall determine that there is any defect or deficiency in any of the Equipment or Software or Works relating to the RFTs which have been made available for its use, it shall promptly notify the Contractor of this, in writing. The Contractor shall, wherever practicable, immediately make another RFT at that Site available for use by ICO. Where that is not practicable (including by reason of such other RFTs not yet having been integrated with ICO's TT&C equipment), then 'the Contractor shall implement such repairs, replacements or alterations as shall be required to ensure that there is no interruption in ICO's TT&C and IOT operations. 35 ACCEPTANCE 35.1 Upon satisfaction of all the Level 2 Acceptance Criteria, ICO will accept the ICONET Ground Facilities by issuing a Final Acceptance Certificate in the form set out in Schedule 12. Such certificate shall be signed by the Supervising Officer on behalf of ICO and shall be sent to the Contractor by facsimile. 35.2 In respect of any Deliverables which are to be handed over or in respect of any Works which are to be completed by the Contractor after the Level 2 Handover Date. upon the relevant Deliverable having fulfilled its specification and any other applicable requirements laid down pursuant to this Agreement or the relevant Works having been completed to ICO's satisfaction, including the satisfaction of any applicable test criteria, ICO will accept the relevant Deliverable or Works by issuing an Acceptance Certificate (which shall be in the same form as the Final Acceptance Certificate, but modified as appropriate). Such certificate shall be signed by the Supervising Officer on behalf of ICO and shall be sent to the Contractor by facsimile. 37 39 35.3 The issue of an Acceptance (or where applicable the Final Acceptance) Certificate shall affect the obligations of the Contractor to deliver any other Deliverables and/or to complete the Work and/or to remedy or to rectify any faults which may affect the ICONET Ground Facilities or other Deliverables or Works at that time. 35.4 On or before the Level 2 Handover Date, the Contractor shall in an orderly manner at each Site handover to ICO Staff all such Deliverables located at that Site as are due to be handed over by Such date. 36 RISK The Deliverables shall be at the risk of the Contractor until 00.01 hours GMT on the day immediately following the Level 2 Handover Date or, in relation to Deliverables which are to be handed over by the Contractor after the Level 2 Handover Date, until 00.01 hours GMT on the day immediately following the Handover Date of the relevant Deliverables, at which time risk in the same shall pass to ICO. 37 INTERCHANGEABILITY 37.1 The Contractor shall ensure that at each of the Sites the items comprising any part of the Deliverables, and in particular the Equipment and Software supplied to fulfil any particular functional requirement shall, to the maximum extent practicable and where lawful, be of identical design and shall carry the same component reference as and be interchangeable with the equivalent items supplied for use at any other of the Sites or by way of Spares, provided always that ICO acknowledges that as a consequence of the Contractor's or the Principal Sub-Contractors' policy of continuous improvement. in view of the time between design and manufacture and the manufacturing timetable, certain items intended to fulfil the same functional requirement, may differ from earlier items supplied. 37.2 The Contractor shall at all times maintain a complete record of any changes in specification of any such items and of any differences between the Sites in the items installed by the Contractor in a format reasonably to be specified by ICO. The Contractor shall within 30 days of each anniversary of this Agreement (ending with the tenth such anniversary) provide an up to date and complete copy of such record to ICO. 38 DELIVERY DELAYS If and whenever it becomes apparent that progress of any of the Works is being or is likely to be delayed, the Contractor shall forthwith give written notice to ICO of the material circumstances including the cause or causes of the delay. If practicable, such notice shall give particulars of the expected effects thereof and estimate the extent of the expected delay in delivery or performance beyond the date or dates set out in the Master Level Schedule. The Contractor must specify what actions it is taking or intends to take to minimise and recover such delay. The Contractor shall give such further written notices to ICO, as may be necessary or as ICO, may reasonably require for keeping up to date the particulars and estimate referred to above including any material change in such particulars or estimate. [39] NOT USED. 40 WARRANTY 40.1 Notwithstanding inspection, testing and acceptance by ICO of any of the Works or the Deliverables or any other provision of this Agreement which purports to make acceptance by ICO conclusive, the Contractor guarantees throughout the period commencing with the Level 2 Handover Date or if later. the Handover Date of the relevant Works or Deliverables and ending 2 years later that: 38 40 (a) all the Deliverables are designed and manufactured so as to conform to the design, performance and manufacturing requirements of this Agreement as from time to time modified by the parties, and will perform in accordance with and deliver the functionality specified in those requirements; (b) the Works generally, and the Deliverables in particular. and each component of either of them, is free from all defects in material or workmanship, latent defects or other defects which may cause the same to fail to conform to the specified functional and/or performance requirements of this Agreement as from time to time modified by the parties; (c) each Deliverable functions in such a way that, in conjunction with others of the Deliverables, it fulfils the IGFR; (d) the contents of the documentation comprised within the Deliverables are correct and free from defects or faults (failing which clause 40.12 shall apply); and (e) the contents of the Training courses and materials comprised within the Deliverables are correct and free from defects (failing which clause 40.13 shall apply). 40.2 In the event of a failure of any item of the Works or Deliverables or any component or part of any such item to meet the conditions specified in clause 40.1, the Contractor shall at its own cost take such actions and carry out such additional Works promptly to repair or replace or correct such affected items or components or parts as are necessary to retain and/or restore the specified functional and/or performance requirements and without any adverse impact on the Contractor's compliance with the Master Level Schedule. The Contractor shall prepare and furnish to ICO data and reports applicable to any corrective action required as set out in this clause 40, including but not limited to revision and updating of all affected data called for under this Agreement and the Contractor shall bear the cost thereof. 40.3 If the Contractor falls to repair or replace such items or parts promptly in accordance with this clause 40 then the Contractor shall pay the costs incurred by ICO in procuring such items or parts from another supplier and accomplishing the repair or in modifying such items or parts or other parts of the Works and/or Deliverables in order to achieve the specified functional and/or performance requirements. Any action taken by ICO pursuant to this clause 40.3 shall not affect the Contractor's warranty. lCO shall use reasonable efforts to notify the Contractor of its intention to exercise its rights under this clause 40.3 a reasonable period in advance of so doing. 40.4 Any item of the Works or Deliverables or any component or part of any such item corrected or furnished in replacement shall be guaranteed on the terms of this clause to the same extent as would have applied if the item or part concerned had initially formed a Deliverable. Where the corrected or replacement item or part of a Deliverable (not being a printed circuit board or an item of a similar nature) is brought into operation as a part of the ICONET Ground Facilities more than twelve months after the commencement of the warranty period referred to in clause 40.1 applicable to such item or part, this guarantee shall continue for the period of twelve months from the date of the installation and bringing into operation at a Site of that replacement item or part. In addition, the period of warranty relating to any item or part supplied as a Spare shall run for a period of 24 months after the date referred to in clause 40.1 as the date of commencement of the warranty in respect of the Deliverables originally supplied or if later until the expiry of the period of twelve months from the date of the installation and bringing into operation at a Site of that Spare as a replacement item or part. 40.5 Upon ICO becoming aware of the occurrence of any defect in or fault affecting any of the Works or any other item which is subject to the Contractor's guarantee: (a) ICO shall submit to the Contractor a written fault report in the agreed form (the form and content of which is to be agreed between the parties within 9 months of the date of 39 41 this Agreement) describing, so far as it is able, the symptoms of the failure and to the extent possible, identifying the item(s) or part(s) causing such failure or having defect; (b) if ICO reasonably considers immediate rectification of the defect or fault is required to prevent or minimise the risk of damage or injury or performance degradation to (i) the operators of the Equipment or Software; or (ii) the Equipment or Software itself; or (iii) the location in which the Equipment or Software is installed; or (iv) other equipment or software located with or connected to the Equipment or Software. ICO shall include this information in its report and may (without in any way affecting Its rights under this clause 40) proceed with rectification of the defect or fault to the extent reasonably considered necessary in the circumstances; (c) the parties shall (other than in relation to Software), within 5 days of the Contractor's receipt of such report, agree the manner and time in which such defect or fault is to be rectified; (d) ICO shall pack for shipment and arrange the shipment of any defective or faulty item(s) or part(s) that the Contractor directs be shipped to the NEC Team member premises as designated by the Contractor and in the case that the Contractor directs the travelling wave tubes (TWTs) be shipped. ICO shall use a TWT shipping container for returning the TWT if such a shipping container is available at the Site from which the shipment is to be made; and (e) ICO shall arrange for the exportation of the defective or faulty item(s) or part(s), and, subject to clause 28.9, the re-importation for any repaired or replacement item(s) or part(s). 40.6 The Contractor shall provide the necessary information and documents for the re-Importation of any repaired or replacement items or parts (such information and documents to be of a nature similar to those required for the purposes of clauses 26 and 28) and reimburse ICO, in accordance with clause 17.3, for all costs and expenses that ICO incurs. (a) in complying with the requirements of this clause 40, including any packaging, transportation, shipping charges, customs duties, customs bonds, sales taxes, VAT or charges of a similar nature which ICO incurs for the exportation or re-importation of item(s) or part(s), or for performing any rectification work; (b) associated with disassembly and/or re-assembly of larger items or parts where their disassembly is required for the purpose of enabling fault diagnosis to take place and/or removal and/or replacement of any other affected item or part. 40.7 In the case of an Equipment defect or fault, the Contractor will, at its discretion, repair or replace at its own cost the defective or faulty Equipment in a timely manner so as to minimise any interruption or risk of interruption to the functioning of the ICO System and the Contractor shall take all such actions as are reasonably required to restore functionality to the ICO System to the same level as it was immediately prior to, or should have been in the absence of (but without imposing any obligation on the Contractor in respect of unconnected defects or faults in the elements of the ICO 40 42 System other than the lCONET Ground Facilities), such defect or fault and use its best efforts to avoid and minimise any interruption or risk of interruption to the functioning of the ICO System. If, at the relevant Site, ICO shall have an appropriate Spare, in order to avoid and minimise any interruption or risk of interruption to the functioning of the ICO System. ICO shall use the same to replace the defective or faulty Equipment but without prejudice to the obligations of the Contractor, at no cost to ICO, to supply a replacement for such Spare and to attend the Site to make any necessary repair to the item or part of the Equipment suffering the defect or fault. In the absence of ICO holding an appropriate Spare at the relevant Site or where the Contractor is not able to implement an immediate repair or replacement of the defective or faulty Equipment, ICO may, if possible and where it urgently requires the availability of the relevant Equipment, make immediate repairs to any defective or faulty Equipment without affecting any of its rights under this clause 40. 40.8 In the event of any Software defect or failure: (a) ICO shall inform the Contractor of the nature of the Software defect or fault (so far as it is able to identify the same) in the agreed manner, following the reporting, fault escalation and required response processes to be agreed between the parties (which process shall be agreed not less than 6 months before the scheduled commencement of the Warranty period specified in clause 40.1); (b) the Contractor will analyse the reported Software defect or fault and the Contractor shall, at no cost to ICO, supply a temporary fix to rectify the Software defect or fault without avoidable delay and in a timely manner so as to minimise or avoid any interruption or risk of interruption to the functioning of the ICO System and minimises the effects of the defect or fault; (c) the Contractor, at no cost to ICO, will notify ICO by telephone, facsimile or e-mail how to fix the defect or fault using Site personnel, or make and supply the "bug" fix, maintenance release or update; and (d) the Contractor shall, at no cost to ICO, take all such actions as are reasonably required to restore on a permanent basis functionality to the ICO System to the same level as it was immediately prior to, or should have been in the absence of (but without imposing any obligation on the Contractor in respect of unconnected defects or faults in the elements of the ICO System other than the ICONET Ground Facilities), such defect or fault and will use its best efforts to avoid and minimise any interruption or risk of interruption to the functioning of the ICO System and will as rapidly as is possible, using the best efforts of the NEC Team, and in any event within three (3) months (or such longer time as may be agreed by ICO) of the occurrence of the Software defect or fault, prepare and issue a permanent fix to the Software for installation at all Sites where the Software is installed. 40.9 The Contractor will, where any defect or fault cannot for any reason be repaired or rectified in accordance with clauses 40.7 or 40.8, at its own cost, dispatch appropriately qualified engineer(s) to the Site to identify and repair or rectify any defective or faulty Equipment or Software without avoidable delay and within a time period which minimises the effects of such defect or fault. ICO shall use reasonable efforts in the period of two years commencing on the Level 2 Handover Date to hold a Spare of such items at such Sites as has been recommended on a reasonable basis by the Contractor prior to the date of this Agreement. Save where the recommended Spare has been used already at a Site for an Equipment defect or fault (and it has not been replaced or returned to the relevant Site by the Contractor), to reinstate any Spares which are used. The Contractor will have no obligation under the terms of this clause 40 in respect of damage arising solely from a failure by ICO to maintain Spares in accordance with this clause 40.9. 41 43 40.10 The Contractor will, during the period of three years from the Level 2 Handover Date, submit written report quarterly within one month after the end of the relevant quarter summarising: (a) for each of the Sites, all Equipment defects or faults which were notified by each NEC Team member during the previous quarter and identifying how they were processed for repair or replacement; (b) for each of the Sites, all Software defects or faults which were reported to each NEC Team member during the previous quarter and identifying how they were rectified; (c) an analysis of the trend of Equipment and Software defects or faults of which members of the NEC Team have become aware (both as a consequence of paragraphs (a) and (b) above and, separately, from other sources), including re-occurring defects and faults and proposed remedial actions and the periods taken to implement the same, by Equipment and Software type and source; (d) for Equipment repairs or replacements, the average turnaround time, the longest turnaround time with the reason and the number and description of those remaining to be implemented with the predicted date for completion and time period since the defective or faulty item or part was first reported as faulty or defective and returned, for each NEC Team member; (e) for Software temporary fixes, the average turnaround time, the longest turnaround time with the reason and the number and description of those remaining to be implemented with a predicted date for completion and total elapsed time from the date that any member of the NEC Team first received notification of the original fault or defect to its predicted date for Implementation, for each NEC Team member; (f) for Software permanent fixes, the number and description of those implemented during the period, the number and description of those remaining to be Implemented and the number and description of those remaining to be implemented with a predicted date for completion and total elapsed time from the date any member of the NEC Team first became aware of the original fault or defect to its predicted date for implementation, for each NEC Team member; and (g) such other information as ICO may reasonably require to assess the reliability of the Equipment and Software (including any individual parts, components, sub-systems and programs) and the efficiency and performance of the Contractor and its compliance with its warranty obligations, and in particular the means by which it is ensuring that there is no avoidable interruption to services provided through the ICO System as a consequence of any Equipment or Software defect or fault. 40.11 If requested by ICO, the Contractor will provide ICO with a written report describing the results of the analysis of any specific Equipment or Software defect or fault notified to the Contractor in respect of any Equipment or Software whilst the same is under warranty pursuant to this clause for which ICO has requested a separate report. Any such report shall be provided promptly following ICO's request and shall address all those matters which ICO shall have prescribed in its request. 40.12 In the event of defects or faults in any of the content of the documentation, the Contractor will: (a) unless otherwise agreed by ICO, correct and re-issue the affected documentation within one month of the Contractor first becoming aware of the same in the same formats, quantities and to the same places of delivery as the provision of the original documentation; 42 44 (b) will make all necessary rectifications to any part of the ICONET Ground Facilities which has been affected adversely as a result of a defect or fault in the contents of the documentation; and (c) if the functionality of the ICO System shall have been affected in any way by such defect or fault, at its own cost, take all such actions as are reasonably required to restore functionality to the ICO System to the same level as it was immediately prior to, or should have been in the absence of (but without imposing any obligation on the Contractor in respect of unconnected defects or faults in the elements of the ICO. System other than the ICONET Ground Facilities), such defect or fault and use its best efforts to avoid or minimise any interruption or risk of interruption to the functioning of the ICO System. 40.13 In the event of incorrect or defective content of Training courses or materials the Contractor shall: (a) unless the parties agree otherwise, without delay and in each of the locations at which the incorrect or defective Training shall have been given, provide remedial Training in the same manner as the provision of the original Training; (b) make all necessary rectifications to any part of the ICONET Ground Facilities which has been affected adversely as a result of incorrect or defective content of Training courses or materials; and (c) if ICO shall demonstrate to the reasonable satisfaction of the Contractor that the functionality of the ICO System shall have been affected in any way by such defect or fault, at its own cost, take all such actions as are reasonably required to restore functionality to the ICO System to the same level as it was immediately prior to, or should have been in the absence of (but without imposing any obligation on the Contractor in respect of unconnected defects or faults in the elements of the ICO System other than the ICONET Ground Facilities), such defect or fault and use its best efforts to avoid or minimise any interruption or risk of interruption to the functioning of the ICO System. 40.14 The rights and remedies of ICO under this clause 40 are in addition to, and do not limit, any other rights and remedies ICO may have. In particular, ICO's rights under this Agreement arising out of fraud or such gross mistakes as amount to fraud are not limited in point of time or by this clause. Notwithstanding the time limits specified in clause 40.1, if ICO shall notify the Contractor of a claim for breach of warranty under this clause 40 relating to any latent defect in any of the Deliverables or other Works at any time within five years after the Level 2 Handover Date such claim shall be regarded as a claim properly made under this clause. 40.15 The warranty provisions of this clause will not apply to the following: (a) operations or maintenance of the Equipment or Software by any person who has not been properly trained (except any representatives nominated or authorised by the Contractor or Sub-Contractors) or operations, maintenance, repair and inspection of the Equipment or Software carried out by any person other than in accordance with manuals, documents and information provided to ICO by the Contractor or any Sub-Contractor or any representatives nominated or authorised by the Contractor or Sub-Contractors; (b) normal wear and tear; 43 45 (c) consumption of consumables (not earlier than the usual time periods or usage patterns during which those consumables may be expected to continue to perform); (d) Equipment or Software that has been subject to alterations or modifications not authorised by the Contractor or any Sub-Contractor or any maintenance representatives nominated or authorised by the Contractor or Sub-Contractors; (e) Equipment or Software failures that are associated directly with ICO's failure to maintain the operational environment specified by the Contractor; and (f) the Deliverables required to be delivered under Annex 11 to the Statement of Work to which this clause 40 shall apply save to the extent specifically modified as set out therein. 40.16 The travelling wave tubes (TWTs) shall be free from defects in material and workmanship under normal operating conditions within published ratings and under normal use in accordance with the Contractor's operating instructions for * hours of heater operation or 18 months from the date of shipment from the Contractor, whichever occurs first. If any defect in material or workmanship is found in the TWT under said conditions within said period, the Contractor will, at ICO's discretion, either replace the TWT at the price to be calculated according to the formula (1) below or refund to ICO the amount to be calculated according to the formula (2) below (Pro-Rate Adjustment), provided that notice of any such alleged defect shall be given in accordance with this clause 40. (1) Replacement Price = Applicable Selling Price of the TWT when the Order for the Replacement is Placed x Hours of Heater Operation ----------------------------- Warranted Hours (If the hours of TWT operation is less than five percent (5%) of the Warranted Hours, the Replacement Price shall be deemed zero (0)). (2) Amount of Refund = Price of the TWT Paid by ICO x (Warranted Hours - Hours of Heater Operation) ------------------------------------------------- Warranted Hours (if the hours of TWT operation is less than five percent (5%) of the Warranted Hours, the Amount of Refund shall be deemed equal to the Price of the TWT paid by ICO). PART F - INTELLECTUAL PROPERTY RIGHTS 41 INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY 41.1 ICO and the Contractor acknowledge that: (a) NEC Team Intellectual Property is owned by the NEC Team member(s) generating such Intellectual Property Rights; (b) ICO Intellectual Property is owned by ICO. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 44 46 41.2 The Contractor hereby grants and shall procure the grant by the other members of the NEC Team to ICO irrevocable worldwide non-exclusive paid-up licences (with right to sub-licence) to use NEC Team Intellectual Property (except for NEC Team Intellectual Property incorporated in Software. as provided for in clause 41.3) incorporated by the NEC Team into the Deliverables delivered by the Contractor solely for the purposes of operating or having operated in accordance with the provisions of this Agreement the Deliverables in the ICO System. 41.3.1 The Contractor hereby grants and shall procure the grant by the other members of the NEC Team to ICO irrevocable worldwide non-exclusive paid up licences (with right to sub-licence) to run the object code versions of Software solely for the purposes of operating or having operated in accordance with the provisions of this Agreement the Deliverables delivered by the Contractor in the ICO System. 41.3.2 The licences granted in or pursuant to clause 41.3.1 do not include any right to translate, amend, modify or adapt such Software in source code form or in object code form. Upon request the Contractor will, and will procure that the other members of the NEC Team will, provide such interface information as ICO may reasonably request in order to make other computer programs interoperable with any of the Software. Compliance with this obligation shall also be deemed to be compliance in respect of that Software with clause 4.1.(i). 41.3.3 ICO shall not make any copies of the Software except for the purpose of operating the Deliverables in the ICO System or for archive or back up purposes. 41.3.4 The Software licensed under this Agreement may be delivered in an inseparable package also containing other computer programs. In order to avoid doubt ICO is not granted any licence to use such other computer programs. 41.3.5 ICO shall treat all Software and other computer programs included in any inseparable package as confidential and subject to the provisions of clause 41.6. 41.3.6 For the avoidance of any doubt ICO receives no ownership interest in any of the Software or other computer programs included in any inseparable package or in each case in any of the Intellectual Property Rights thereto. 41.4.1 ICO hereby grants to the Contractor and agrees to grant to each of the other members of the NEC Team irrevocable worldwide, non-exclusive licences with right to sub-licence to use the ICO Intellectual Property for the purposes of developing, supplying, manufacturing, Installing, operating, upgrading and expanding the Deliverables for ICO. 41.4.2 Without prejudice to the provisions of clause 41.6, ICO further agrees not to assert any ICO Intellectual Property comprised in the Deliverables against: (a) the members of the NEC Team in respect of the development, manufacture or sale of equipment or software incorporating any ICO Intellectual Property comprised in the Deliverables; or (b) the use by the members of the NEC Team or their third party customers of equipment or software acquired directly or indirectly from the members of the NEC Team incorporating any ICO Intellectual Property comprised in the Deliverables other than in or in conjunction with Satellite Based Communications Systems; or (c) the use by the members of the NEC Team or their third party customers of equipment or software acquired directly or indirectly from the members of the NEC Team incorporating any ICO Intellectual Property (other than ICO Intellectual Property the 45 47 subject of a patent or patent application) comprised in the Deliverables in or in conjunction with Satellite Based Communications Systems: (i) where such ICO Intellectual Property is comprised in the system areas not identified as Key Features, after the Level 2 Handover Date; and (ii) where such ICO Intellectual Property is comprised in the system areas identified as Key Features after 1st January 2002, provided that: (i) if any third party not being a member of the NEC Team receiving the benefit of the provisions of this clause 41.4.2 asserts any Intellectual Property Rights against ICO, then ICO reserves the right to assert ICO Intellectual Property against that party; and (ii) if any NEC Team member asserts any Intellectual Property Rights other than in respect of a breach of clause 41, then ICO reserves the right to assert ICO Intellectual Property against that NEC Team member. 41.4.3 For the avoidance of doubt, nothing in clauses 41.4.1 and 41.4.2 shall be construed as granting any licence under ICO patents to any third party customers of any NEC Team member(s) to use such equipment. 41.5.1 The Contractor hereby undertakes that it will not and agrees to procure that the other members of the NEC Team will not either alone or acting together make available directly or indirectly for commercial use features which are new and developed by or at the direction of the members of the NEC Team under this Agreement in the system areas identified as Key Features to any other operator of Satellite Based Communications Systems until 1st January 2002 without the express written consent of ICO provided always that nothing shall restrict the members of the NEC Team either alone or acting together from making available directly or indirectly for commercial use at any time by any person features which are the same as or substantially similar to the features which are new and developed by or at the direction of the members of the NEC Team under this Agreement in the system areas identified as Key Features where such features are the result of work done independently of the work done under this Agreement or from exploiting NEC Team Intellectual Property generated prior to the date of this Agreement and without otherwise breaching the terms of this Agreement. 41.5.2 For the avoidance of doubt the fact that work done independently of the work done under this Agreement results in a notification under clause 9.4 to ICO and a related change under clause 9 does not bring such work within the scope of the restrictions on making available directly or indirectly for commercial use features which are new and developed by or at the direction of the members of the NEC Team under this Agreement set out in clause 41.5.1. 41.6.1 ICO on the one hand and the Contractor on the other hand may provide Confidential Information to each other during the course of this Agreement and all such disclosures of such information will be treated as confidential by the party receiving the disclosure and subject to the provisions of clause 41.6.3, the receiving party shall maintain such information in confidence and shall not use or disclose such information except as expressly authorised in this Agreement. Notwithstanding the foregoing, where any information is disclosed orally or is visually displayed, then such information shall be regarded as Confidential Information if identified as Confidential at the time of disclosure and the disclosing party within thirty days from initial disclosure specifically identifies in writing to the receiving party such oral or visually displayed information as being "Confidential Information". 46 48 41.6.2 Each party agrees to use the same care and discretion to avoid unauthorised disclosure, publication or dissemination of Confidential Information supplied by the other party and the unauthorised use thereof as the receiving party uses with respect to similar information of its own, but in no event, less than reasonable care. Each party further agrees that commercial information designated as Confidential Information shall not be disclosed to any third party without the express prior written consent of the disclosing party. Should it become legally necessary for the receiving party to disclose to a third party certain of the Confidential Information supplied by the other party, it shall be disclosed only to the extent required by law or court of competent jurisdiction and to the extent permitted by law after prior written notification to the other party of the requirement for disclosure. 41.6.3 The obligations of confidentiality and restrictions on use specified in this clause 41.6 shall not apply to any information that: (a) is already in the possession of the receiving party without obligation of confidentiality at the time of disclosure; (b) is independently developed by the receiving party or any of its affiliates or subcontractors without access to or any use of any of the Confidential Information as evidenced by appropriate documents; (c) is or becomes publicly available without breach of this Agreement and without the fault of the receiving party or any of the affiliates or subcontractors; or (d) is lawfully received by the receiving party from a third party. Specific information shall not be deemed to be in the possession of the receiving party merely because it is embraced by more general information in the receiving party's possession. 41.6.4 Each party shall use all reasonable endeavours, including inserting and enforcing the appropriate contractual provisions in any agreements with any subcontractors and by requiring the compliance by its employees with appropriate obligations, to ensure the confidentiality of all Confidential Information provided to it by the other party but so that nothing in this clause 41.6 shall preclude any party from disclosing such information on such basis only for the performance of and for the purposes contemplated by this Agreement to a third party which has prior to receiving such information executed a confidentiality agreement in favour of the receiving party and under which the receiving party holds the benefit of such third party's undertakings on behalf of itself and the party whose Confidential Information is so disclosed. 41.6.5 The confidentiality obligations in this clause 41.6 shall survive the expiration or termination of this Agreement for whatever cause. 41.7 Subject to clause 41.9 if any member of the NEC Team is not the legal and beneficial owner of any part of the Intellectual Property Rights which it incorporates into the Deliverables but only has a right to use the same pursuant to a licence then ICO's right to use the same shall be such as is permitted by the licence granted by the owners thereof to the relevant member of the NEC Team and in the event that such licence prevents or restricts ICO's use of any functionality of the Deliverables in connection with the ICO System the Contractor shall use, and shall procure that the relevant member of the NEC Team shall use all reasonable endeavours so as to obtain at minimal cost from such third party as owns such part of the Intellectual Property Rights the right for ICO to use the same without prevention or restriction as to any functionality of the Deliverables. Any costs reasonably incurred by the relevant member of the NEC Team in this connection shall be borne by that member of the NEC Team. If it shall not, or it appears likely that it will not, prove possible to secure appropriate rights for ICO to use or incorporate any such third party rights in the Deliverables in connection with the ICO 47 49 System, the Contractor shall at its own cost, procure that a suitable alternative method of meeting the requirements of the Deliverables shall be produced. 41.8 For the avoidance of doubt the parties hereby agree that the provisions of clause 8 of the IPC continue to apply to Intellectual Property Rights comprised in the deliverables supplied under the IPC or reduced into practice in the work done under the IPC and that notwithstanding any of the provisions of clause 8 of the IPC the provisions of this clause 41 shall apply to all work done pursuant to this Agreement in the development and supply of the Deliverables. 41.9.1.1 ICO will indemnify each of the members of the NEC Team (including Sub-Contractors or permitted sub-licensees of any member of the NEC Team) against all claims, demands, actions, costs, expenses (including but not limited to legal costs on a solicitor and client basis) and damages rising from or incurred by reason of: (a) any infringement or alleged infringement of US Patent Nos. 5,415,368; 5,439,190; 5,433,726 and 5,554,624 together with any continuations, divisions, re-issues, re-examinations and foreign counterparts thereof arising out of the manufacture, use, sale, exportation or importation of the Deliverables; or (b) any infringement or alleged infringement of any other Intellectual Property Rights arising out of the manufacture, use, sale, exportation or importation of those features of the Deliverables specified by ICO in the functional objectives and requirements of the IGFR and the Statement of Work. 41.9.1.2 The Contractor shall promptly notify ICO if any claim or demand is made or action brought against any of the members of the NEC Team (or any Sub-Contractor or permitted sub-licensee of any member of the NEC Team) to which clause 41.9.1.1 may apply. ICO shall at its own expense conduct any litigation arising therefrom and all negotiations in association therewith and the members of the NEC Team hereby agree to grant to ICO exclusive control of any such litigation and negotiations. 41.9.1.3 The NEC Team shall at the request of ICO afford to ICO all reasonable assistance for the purpose of contesting any claim or demand made or action brought against any of the members of the NEC Team (or any Sub-Contractors or permitted sub-licensees of any member of the NEC Team) to which clause 41.9.1.1 may apply. ICO shall reimburse any of the members of the NEC Team for all costs and expenses (including legal expenses) incurred in so doing. 41.9.1.4 The Contractor shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Rights to which clause 41.9. 1.1 may apply. 41.9.1.5 If a claim or demand is made or action to which clause 41.9.1.1 may apply or demand is made or brought ICO may at its own expense: (a) procure a licence to use the relevant Intellectual Property Rights on terms which are approved by the Contractor (such approval not to be unreasonably withheld or delayed); or (b) take such other action as the Contractor may agree (such agreement not to be unreasonably withheld or delayed) as appropriate to avoid or settle such claim, demand or action, 48 50 provided in each case, that ICO provides evidence reasonably satisfactory to the Contractor that it has sufficient financial resources to meet any commitment which it makes pursuant to this clause 41.9.1.5 on behalf of itself or any member of the NEC Team. 41.9.2.1 The Contractor will indemnify ICO (including sub-contractors or permitted sub-licensees of any member of ICO) against all claims, demands, actions, costs, expenses (including but not limited to legal costs on a solicitor and client basis) and damages arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights relating to the use, possession, importation or exportation of the Deliverables in connection with the ICO System by ICO or its sub-licensees save where such claims, demands, actions, costs, expenses, losses or damages are the subject of ICO's indemnity to the members of the NEC Team (and any Sub-Contractors or permitted sub-licensees of the NEC Team) under clause 41.9.1. 41.9.2.2 ICO shall promptly notify the Contractor if any claim or demand is made or action brought against ICO to which clause 41.9.2.1 may apply. The relevant member of the NEC Team shall at its own expense conduct any litigation arising therefrom and all negotiations in association therewith and ICO hereby agrees to grant to the NEC Team exclusive control of any such litigation and negotiations. 41.9.2.3 ICO shall at the request of the relevant member of the NEC Team afford to the NEC Team member all reasonable assistance for the purpose of contesting any claim or demand made or action brought against ICO to which clause 41.9.2.1 may apply. The Contractor shall reimburse ICO for all costs and expenses (including legal expenses) incurred in so doing. 41.9.2.4 ICO shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Rights to which clause 41.9.2.1 may apply. 41.9.2.5 If a claim or demand is made or action to which clause 41.9.2.1 may apply or demand is made or brought, the relevant NEC Team member may at its own expense: (a) procure a licence to use the relevant Intellectual Property Rights on terms which are approved by ICO (such approval not to be unreasonably withheld or delayed); or (b) take such other action as ICO may agree (such agreement not to be unreasonably withheld or delayed) as appropriate to avoid or settle such claim, demand or action, provided in each case that the NEC Team member provides evidence reasonably satisfactory to ICO that it has sufficient financial resources to meet any commitment which it makes pursuant to this clause 41.9.2.5 on behalf of itself. 41.9.2.6 The foregoing provisions of clause 41.9.2 shall not apply insofar as any such claim demand or action is in respect of: (a) the use by or on behalf of ICO or its sub-licensees of the Deliverables in combination with products services software or data not described in IGFR, the Statement of Work and the High Level System Description and not supplied by the NEC Team under this Agreement; or (b) the alteration of any of the Deliverables otherwise than by a member of the NEC Team under this Agreement. 41.9.2.7 The members of the NEC Team shall notify ICO in writing should any of them become aware of reasonable grounds to believe that the use of any of the Deliverables with other products or 49 51 services (not being Deliverables) with which the NEC Team is aware that ICO will use the Deliverables may infringe the Intellectual Property Rights of any third party 41.9.3.1 Save as provided in clause 49.1.3.2, in no event shall: (a) the NEC Team's entire liability to ICO (or any permitted sub-licensees) under clause 41.9; or (b) ICO's entire liability to the members of the NEC Team (or any Sub-Contractor or permitted sub-licensee of any NEC Team member) under clause 41.9, exceed $75,000,000 and the existence of one or more claims or lawsuits within this clause 41.9 shall not extend this amount, and in no event shall the NEC Team or ICO be liable for incidental, special or consequential damages incurred by the other save and insofar as they are included in any claim by a third party for which ICO or the NEC Team is indemnified under this clause 41.9. 41.9.3.2 The liability of ICO to the members of the NEC Team (or any Sub-Contractors or permitted sub-licensees of any member of the NEC Team) under clause 41.9.1.1(a) in respect of any claim against such party based upon US Patent Nos. 5,415,368; 5,439,190; 5,433,726 and 5,554.624 or any continuations, divisions, re-issues, re-examinations and foreign counterparts thereof shall be unlimited. 41.9.3.3 Notwithstanding any other provisions in this Agreement. this clause 41.9 states the entire liability between ICO on the one hand and the Contractor and the other members of the NEC Team on the other with regard to the infringement of any Intellectual Property Rights in connection with the use of the Deliverables in connection with the ICO System. For the avoidance of doubt therefore wording appearing elsewhere in this Agreement relating to compliance with laws, regulations and all similar terms shall not apply in respect of any infringement or alleged infringement by the NEC Team of Intellectual Property Rights of a third party or any related matters (including, without limitation, clauses 4.1(g), 4.1(h), 4.1(n), 6.1(c), 6.1(d) and 64). 41.10 The provisions of this clause 41 shall (save in respect of clause 54) prevail over any other provisions relating to Intellectual Property Rights appearing elsewhere in this Agreement. [42] NOT USED. [43] NOT USED. 50 52 PART G - CONTINUOUS SUPPORT AND OPTIONS 44 MANUALS AND TECHNICAL DIAGRAMS The Contractor is required to produce and submit to ICO those operations and maintenance manuals, instruction manuals, technical diagrams, technical drawings and all other documents set out in Annex 6 of the Statement of Work. 45 TRAINING The Works shall include training and instruction for ICO Staff in accordance with Annex 5 of the Statement of Work so as to enable ICO Staff to operate all functions of, and to maintain, the ICONET Ground Facilities. 46 OPTIONS, SUPPORT SERVICES AND FUTURE SUPPLIES 46.1 The Contractor shall, and shall ensure that Sub-Contractors shall, provide to ICO at ICO's option, at the specified prices (or where none has been fixed, at fair and reasonable prices which in no event exceed the prices paid for comparable items and services to be delivered under this Agreement) as determined in accordance with Schedule 9 under this Agreement: (a) the items of Equipment and the related Works described as the Options specified in Annex 1 of the Statement of Work; (b) further supplies of the Equipment for a period to the end of 2010 with extended availability subject to clause 46.4 and 46.5, at ICO's option, for an additional period of 5 years commencing on 1 January 2011; (C) further supplies of Spares for a period to the end of 2015 with extended availability subject to clauses 46.4 and 46.5, at ICO's option, for an additional period of 5 years commencing on 1 January 2016; (d) maintenance and support for the Software for a period to the end of 2015 with extended availability, at ICO's option, for an additional period of 5 years commencing on 1 January 2016; (e) the availability of skills and resources for a period to the end of 2010 with extended availability, at ICO's option, for an additional period of 5 years commencing on 1 January 2011 for the provision of services to support further capacity and/or functional enhancements to the ICONET Ground Facilities or the ICO System, including the provision of system integration and programme management services; (f) the availability of skills and resources for a period to the end of 2015 with extended availability, at ICO's option, for an additional period of 5 years commencing on 1st January 2016 for the ongoing operations and maintenance support, including consultative technical advice in relation to the Deliverables furnished under this Agreement; (g) the availability of functional enhancements to the ICONET Ground Facilities or for the ICO System to deliver functionalities similar to those available in cellular communications systems, within timeframes to enable ICO to be competitive with such cellular communications systems; 51 53 (h) assistance and co-operation in the identification, development and implementation of future ICO System specific functionalities; and (i) the Contractor should use its reasonable endeavours to obtain similar guarantees from its suppliers and Sub-Contractors for Equipment and Spares as have been supplied to the Contractor. The options to extend the availability periods referred to in clauses 46.1(c), (d), (e) and (f) may be exercised only if the option to extend the availability period referred to in clause 46.1 (b) is exercised by ICO. ICO shall notify the Contractor in writing of its exercise of the options to extend the availability periods referred to in clauses 46.1 (b) to (f) at least one year prior to the expiry of the original period. 46.2 This clause shall in no way bind ICO to order any particular quantity of Equipment, Spares or services from the Contractor. The Contractor acknowledges and agrees that ICO may, if ICO and a Sub Contractor so agree, enter into separate contracts for the provision of operations and maintenance support and advice. 46.3 The Contractor shall within 24 months of the date of this Agreement provide ICO with a list of alternate manufacturers and suppliers, insofar as they exist, for the Equipment, Software and Spares (detailing as a minimum the name and address of the alternate source and the model or part numbers of the Equipment, Software and Spares and the alternate source to which they refer) supplied by each Sub-Contractor. The Contractor shall update this list once every 12 months. The use of Equipment, Software or Spares from any supplier or manufacturer, provided that they comply with the information provided by the Contractor, shall not affect any warranties given by the Contractor under this Agreement. 46.4 If during the extended availability periods specified in clauses 46.1.(b) or (c) any member of the NEC Team, the affiliates of any member of the NEC Team, or their direct sub-contractors intend to discontinue the manufacture of Equipment or Spares the Contractor shall forthwith give 9 months' written notice to ICO of such intention and afford ICO the opportunity (which shall be exercised within 6 months of receiving such notification) of ordering such quantities of Equipment or Spares at prices determined in accordance with 46.1, as ICO shall reasonably require and the Contractor shall procure the supply of such quantities at the prices so determined. Alternatively, the parties may agree within the said period of 6 months that the Contractor will sell or license to ICO, or procure the sale and licence of, such drawings, patterns, specifications and other information as ICO shall require to enable it to make or have made such Equipment or Spares. 46.5 The Contractor shall take all reasonable efforts to ensure the continued availability throughout the extended availability periods specified in clause 46.1 (b) and (c) of Equipment and Spares from the NEC Team members, the affiliates of any member of the NEC Team, and their direct Sub-Contractors. In addition to the notification required under clause 46.4, the Contractor shall inform ICO, as soon as it can reasonably be established, that Equipment and Spares provided by the NEC Team members, the affiliates of any member of the NEC Team, or its direct Sub-Contractors are becoming obsolescent and shall work with ICO to minimise the input of such obsolescence on the ICONET Ground Facilities and the ICO System, including proposals for the migration to newer or alternate technologies. 46.6 If during the period specified in clauses 46.1 (b), (c) and (d), the Contractor or any Sub-Contractor (in the absence of agreement as aforesaid) either: (a) falls to make available to ICO with reasonable despatch all such Equipment, Spares or Software as ICO shall require; or (b) shall suspend payment of its debts generally, seek protection from its creditors or otherwise enter into any form of insolvency or bankruptcy proceeding (however 52 54 described) or any of its creditors shall seize any of its assets (whether under any security interest or otherwise) or any moneys owned by it shall become due for payment by reason of acceleration or default on its part or its shareholders shall take steps or pass any resolutions to wind up (otherwise than in connection with a solvent reconstruction or amalgamation previously approved by ICO or any analogous thing by whatever name it is known, shall happen in any jurisdiction. then the Contractor shall so far as he is legally entitled so to do and, if so required by ICO as soon as reasonably practicable, deliver to ICO free of charge such drawings, patterns, specifications and other, information as are referred to in clause 46.4 (to the extent that the same are derived from the person to whom the circumstances referred to in (a) or (b) above apply, or where the circumstances apply to the Contractor, all such items of the Contractor and all of the Sub-Contractors) and which ICO shall be entitled to retain for such time only as is necessary for the exercise by ICO of its rights under this clause and which if the Contractor so requires shall be returned by ICO to the Contractor in good order and condition (fair wear and tear excepted) and at ICO's costs and expense. 46.7 If ICO shall exercise its right under clause 46.6 the Contractor shall also grant or procure the grant to ICO without payment of any royalty or charge full right and liberty to make or have made Equipment or Spares as aforesaid and for such purposes only to use, make and have made copies of all drawings, patterns, specifications and other information supplied by the Contractor to ICO pursuant to this Agreement. 46.8 ICO undertakes for itself and on behalf of ICO Staff that all drawings, patterns, specifications and other information obtained from the Contractor under this clause shall be kept confidential and will not be divulged except to such persons as it may be necessary to divulge the same to, for the purpose of making or having made Equipment or Spares. 46.9 If the Contractor does not provide Equipment or Spares, ICO shall have the right to obtain such Equipment or Spares directly from Sub-Contractors or any other supplier and any additional cost incurred by ICO shall be recoverable from the Contractor. 47 CONSUMABLE SUPPLIES 47.1 The Contractor shall before shipment of any of the Deliverables or any components used therein supply a list of specifications for consumables required in the operation of the ICONET Ground Facilities. This list shall be updated no later than 6 months before the Level 2 Acceptance Date. 47.2 ICO reserves the right to procure consumables to be used in and suitable for the Deliverables that are in accordance with the specifications that have been provided by the Contractor from such sources as ICO may deem appropriate. Such procurement from a source other than the Contractor shall not invalidate any rights of ICO under this Agreement. 47.3 If the Contractor fails to supply or update the specification list referred to in clause 47.1, and the consumables procured by ICO for use in the operation of the ICONET Ground Facilities causes a degradation or interruption in all or any part of its operation the Contractor shall not be relieved of its warranty obligations. In addition the Contractor shall reimburse ICO for the costs incurred by ICO in ascertaining the appropriate specification to be applied for any consumable. 48 ATTACHMENTS TO THE EQUIPMENT 48.1 Without prejudice to clause 47, ICO shall have the right to attach to the Equipment any equipment not supplied by the Contractor (the "Attachment"). 48.2 If ICO notifies the Contractor in writing at least thirty days before it proposes to make an Attachment the Contractor shall within thirty days of the receipt of ICO's notice, respond to ICO with its 53 55 consent to or rejection of the proposed Attachment. If the Contractor notifies ICO of its consent to such Attachment, then clause 48.4 will apply. 48.3 If the Contractor receives a notification under clause 48.2 it may give a notice of rejection. Any notice of rejection shall be in writing and set out, in the Contractor's reasonable judgement in all the circumstances, the possible effects of the Attachments on the Deliverables and why the making of the Attachment to the Equipment would or can reasonably be expected adversely to affect the ICO System. A failure by the Contractor to respond to ICO within such thirty day period shall be deemed to be consent. 48.4 Clauses 4 and 40 shall continue to apply to the Equipment (but not to the Attachment) if the criteria in either of clause 48.2 or clause 48.3 are met. 48.5 If the criteria in either of clause 48.2 or clause 48.3 are not met, then the Contractor shall be relieved of its obligations under clauses 4 and 40 to the extent that it can demonstrate that such Deliverables are adversely affected by the Attachment. [49] NOT USED. PART H - GENERAL 50 SURVIVAL OF CERTAIN PROVISIONS 50.1 Following the termination of this Agreement for any reason whatsoever, the following clauses shall survive in full force and effect, without limit in point of time: clause 4 (Primary Obligation of Contractor and Warranties) clause 15.1 (Price) clause 17 (Payment of Reimbursable Costs) clause 18 (Liquidated Damages and Incentive Payment) clause 30 (Ownership) clause 40 (Warranty) clause 41 (Intellectual Property Rights and Confidentiality) clause 51 (Contractor's Liability for Damages or Breach) clause 52 (ICO's Liability for Damages or Breach) clause 54 (Consequences of Termination) clause 62 (Law and Jurisdiction) clause 66 (Agent for Service) clause 72 (Entire Agreement)
51 CONTRACTOR'S LIABILITY FOR DAMAGES OR BREACH 51.1 In the event that any breach of this Agreement or act or omission by the Contractor or any of its Sub-Contractors or any of their respective affiliated undertakings or the employees or agents of any of them in the performance of their duties in connection with this Agreement: (a) causes or results in physical damage to or loss of any tangible property of ICO or of any ICO Staff or third parties; and/or (b) causes or results in death or bodily injury to any ICO Staff or to third parties, the Contractor shall indemnify ICO against all ICO's liabilities and costs resulting therefrom or arising in connection with the same. 54 56 51.2 If and insofar as any breach by the Contractor of this Agreement (including the inadequate performance or the non-performance of any of its obligations hereunder) shall result in any losses, damages, costs or liabilities for ICO (other than any physical damage or loss of tangible property as described in clause 51.1), the Contractor shall, subject always to clause 51.3, indemnify ICO against any liabilities and costs of ICO resulting therefrom, provided that the total liabilities of the Contractor to ICO in respect of the design, development, creation, delivery,. installation or provision of any of the Deliverables or arising from or in relation to any aspect of the ICO System (whether under this indemnity or for breach of this Agreement or for negligence or of whatsoever nature), including any liquidated damages paid or payable under clause 18.1 but excluding any liabilities indemnified or to be indemnified under clauses 41 or 51.1, shall not exceed in the aggregate 31% of the Price as the same shall from time to time be adjusted in accordance with this Agreement. 51.3 Except in the circumstances described in clause 51.1(b), the Contractor shall have no liability whatsoever to ICO for indirect, consequential, revenue or other financial losses whether arising from breach of this Agreement or negligence or otherwise (including for the avoidance of doubt any liability which ICO may have to any Site Operators). 52 ICO'S LIABILITY FOR DAMAGES OR BREACH 52.1 In the event that any breach of this Agreement or act or omission by ICO or any member of ICO Staff in the performance of their duties in connection with this Agreement: (a) causes physical damage to or loss of any tangible property of the Contractor or any of its Sub-Contractors or any of their respective affiliated undertakings or the employees or agents or any of them or of their staff or third parties; and/or (b) causes death or bodily injury to any member of their staff or to third parties. ICO shall indemnify the Contractor against all the Contractor's liabilities and costs resulting therefrom or arising in connection with the same excluding any indirect, consequential, revenue or other financial losses. 52.2 ICO will ensure that each of its agreements with Site Operators excludes or limits., to the fullest extent permitted by the applicable law, any liability which the Contractor or any other member of the NEC Team might otherwise have to any Site Operator as a result of the incomplete performance or the non-performance by the Contractor or any other member of the NEC Team of any obligation assumed hereunder, except if and insofar as such liability may be in relation to physical damage to or loss of tangible property, or death of or bodily injury to any person. 52.3 In the event that a Site Operator shall bring a claim against the Contractor or any other member of the NEC Team as a result of the incomplete performance or non-performance by the Contractor or any other member of the NEC Team of any of the obligations hereunder (the "claim"), ICO shall indemnify the Contractor (for its own benefit or on behalf of the relevant member of the NEC Team as the case may be) for any liabilities and costs directly resulting therefrom, provided that: (a) ICO shall not be liable to indemnify the Contractor or any other member of the NEC Team under this Clause 52.3 in respect of any claim for physical damage to or loss of tangible property, or death or bodily injury to any person; and (b) the Contractor shall procure that in respect of all claims made by any of the Site Operators against the Contractor or any other member of the NEC Team as referred to in this clause, the relevant member of the NEC Team against whom the claim is made shall bear in aggregate * in each period of 12 months commencing on the 3rd March in each year, or in the case of Ericsson Limited * in aggregate in each such period, of claims arising during the relevant period (other than any amounts * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 55 57 claimed in respect of any indirect, consequential, revenue or other financial loss or expense); and (c) the Contractor shall procure that in respect of all those claims which are in respect of any indirect, consequential, revenue or other financial loss or expense made by any of the Site Operators against the Contractor or any other member of the NEC Team as referred to in this clause, the relevant member of the NEC Team against whom the claim is made shall in the period of six months after the date of execution of this Agreement bear the first * in aggregate for all such claims arising during the relevant period without recourse to ICO and, in each period of 12 months commencing on the 3rd September thereafter, bear the first * in aggregate for all such claims arising during the relevant period; and (d) ICO shall not be required to pay any amount by way of indemnity under this clause in respect of any particular claim in the event that the Contractor or any Sub-Contractor shall have, in respect of the events or circumstances giving rise to that claim, acted unlawfully, fraudulently, wilfully in breach of any of the obligations undertaken by the Contractor in this Agreement (whether or not binding on such Sub-Contractor) or negligently (as such expressions would be interpreted in the courts of England under English law). ICO's indemnification of the Contractor or any other member of the NEC Team in respect of any claim under this clause 52.3 shall be without prejudice to such rights as ICO may have against the Contractor under this Agreement. The parties shall use reasonable efforts to replace ICO's responsibility to indemnify the Contractor and any other member of the NEC Team with mutually satisfactory insurance arrangements as soon as possible. 52.4 ICO shall have sole conduct of the defence of any such claim as is referred to in clause 52.3 on behalf of the Contractor unless either ICO shall fail reasonably and diligently to defend the same or the Contractor shall reasonably apprehend that one of the events referred to in clause 56.1 is about to arise in relation to ICO. Neither ICO nor the Contractor shall admit liability or otherwise settle or compromise any such claim without the prior consent of the other (such consent not to be unreasonably withheld). If the Contractor wishes any claim which is the subject of this clause to be settled or compromised on terms which ICO is not willing to settle or compromise on (including where ICO is prepared to settle or compromise on terms which the Contractor finds unsatisfactory), then if ICO shall pay to the Contractor the sum which it was willing to pay to the Site Operator to settle or compromise the claim ICO shall be released and discharged from all further liability in respect of such claim. The Contractor shall notify ICO promptly in the event of such claim being made against it. ICO shall keep the Contractor informed of its progress on a timely basis and, subject to the provisions of this sub-clause, keep the Contractor indemnified against the consequences of its conduct of the claim. 53 ETHICAL STANDARDS The Contractor undertakes to act, and to procure that its Sub-Contractors and its or their employees or agents act in any business dealings in any way relating to its arrangements with ICO, including the provision or procurement of the provision of any services or goods pursuant to this Agreement, in an honest and ethical manner and without resort to any unethical business practices, including but not limited to bribery, corruption, extortion or the exertion of improper or undue influence. 54 CONSEQUENCES OF TERMINATION 54.1 Upon termination of this Agreement, the Contractor shall, and shall procure that each of the Sub-Contractors shall, deliver up to ICO all property of whatsoever nature belonging to ICO or any ICO Staff which may be in its possession or under its control or the control of any of their respective group companies and affiliates and, so far as the same are employed in connection with this * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 56 58 Agreement, any of their Sub-Contractors, agents or advisers. The preceding provisions shall apply mutatis mutandis to the Contractor and the Sub-Contractors. 54.2 If this Agreement shall be terminated at any time ICO and any ICO Staff are hereby and shall remain, notwithstanding such termination, fully authorised upon reasonable prior notice to enter on to the Contractor's and its Sub-Contractor's premises in order to dismantle and remove all property belonging to ICO or any of its affiliates or any ICO Staff and the Contractor shall co-operate with and assist such persons in such task and shall procure access (on reasonable prior notice and at reasonable times) for such ICO Staff from, and place a parallel obligation upon, its Sub-Contractors. ICO shall use all reasonable endeavours to ensure that no unnecessary disruption is caused to the Contractor or such Sub-Contractor by reason of the removal of ICO's property. The preceding provisions shall apply mutatis mutandis to the Contractor and the Sub-Contractors in relation to the Sites and the Site Operators. 54.3 If this Agreement shall be terminated by ICO pursuant to clauses 56.1, 56.2(a) or (b) the Contractor shall, and shall procure that all the Sub-Contractors shall: (a) deliver up to ICO all the Deliverables in their then current state and all materials which have been purchased for inclusion in the Deliverables; (b) make available to ICO without cost all designs, drawings and plans which have been prepared in connection with or intended for use in relation to the Works: (c) in relation to computer programs which are not new and have not been developed by or for the Contractor or the relevant Sub-Contractor under this or in connection with this Agreement, the necessary interfaces and licences to use such computer programs on the basis referred to in clause 54.4; and (d) in relation to any other computer programs (including any which are new and/or developed by or for the Contractor or the relevant Sub-Contractor under or in connection with this Agreement) all source codes and object code versions thereof, provided that if the Contractor shall be subject to any contractual restriction preventing it from making the items referred to in (c) and (d) available to ICO, the Contractor shall procure for ICO free access to the same for the purposes referred to in clause 54.4. ICO shall treat all materials delivered up pursuant to this clause as Confidential Information in accordance with the provisions of clause 41.6. For the avoidance of doubt any incomplete equipment, designs, drawings, computer programs or plans prepared under or in connection with this Agreement shall be a Deliverable. 54.4 In the circumstances referred to in clause 54.3, the Contractor shall grant, and shall procure that each of the other members of the NEC Team and its and their Sub-Contractors shall grant, to ICO sufficient worldwide, perpetual, irrevocable, royalty free licences (including rights for ICO to grant sub-licenses) under any NEC Team Intellectual Property Rights which are comprised in or which have been selected and identified for inclusion in any of the Deliverables acquired by ICO pursuant to clause 54.3 to enable ICO to complete the development, implementation and construction of the ICONET Ground Facilities and such licences shall permit ICO, either itself or through any third parties, to make any modifications thereto as are considered desirable in order to enable ICO to complete the ICO System and bring the same into use. ICO shall treat any Confidential Information included in any such Intellectual Property Rights in accordance with this Agreement. 54.5 If this Agreement shall be terminated by ICO pursuant to clauses 56.2(c) or (d), the provisions of clauses 54.3 and 54.4 shall apply save that: 57 59 (a) ICO shall, to the extent that the total sums paid by it in respect of Instalments of the Price (for the purpose of which calculation of all Financed Invoices shall be deemed to have been paid in full by ICO) are less than the total cost of those of the Deliverables which ICO has either received delivery of prior to the date of termination or which it shall take delivery of following such date, pay to the Contractor the amount of any shortfall (and where any Deliverable which ICO shall receive as a consequence is incomplete, the cost of the same shall be agreed between the parties); (b) the Contractor shall, to the extent that the total sums paid to it in respect of Instalments of the Price (for the purpose of which calculation all Financed Invoices shall be deemed to have been paid in full by ICO) are greater than the total cost of those of the Deliverables which ICO has either received delivery of prior to the date of termination or which it shall take delivery of following such date, pay to ICO the amount of any surplus; (c) the licences referred to in clause 54.4 shall be limited to the extent required to permit ICO to complete the development, implementation and construction of the ICONET Ground Facilities and such licences shall permit ICO, either itself or through any third parties, to make any modifications thereto as are required in order to enable ICO to complete the ICO System and bring the same into use, but if ICO shall not require to take delivery of any of the incomplete Deliverables or the materials purchased therefor, it may by notice to the Contractor exclude the same in which case the foregoing provisions of this clause 54.5 shall only apply to those Deliverables which ICO shall elect to receive. 54.6 If ICO shall terminate this Agreement for convenience in accordance with clause 56.3, the Contractor shall following receipt of such notice of termination take the following actions: (a) to the extent specified in the notice of termination, stop work under this Agreement on or as soon as reasonable practicable after the date of receipt of such notice and without delay take all necessary steps to wind down production and avoid incurring unnecessary further expense, except to the extent required to continue or complete those aspects of the Works which the notice of termination shall require to be continued or completed; (b) place no further orders or sub-contracts for materials, services or facilities except as may be necessary for completion of those aspects of the Works which the notice of termination shall require to be continued or completed; (c) terminate orders and sub-contracts to the extent that they relate to the performance of Works which the notice of termination shall not require to be continued or completed; (d) settle all outstanding liabilities and (e) take such action as may be necessary, or as ICO may reasonably direct, for the protection and preservation of the property related to this Agreement which is in the possession of the Contractor or any Sub-Contractor and in which ICO has or may acquire an interest pursuant to the provisions of clause 54; and (f) to the extent specified in the notice of termination, continue work under this Agreement. 54.7 The Contractor shall promptly following receipt of a notice of termination given under clause 56.3 take all reasonable steps to minimise, limit and quantify the costs and expenses incurred by the Contractor in connection with the performance of its obligations under this Agreement and shall terminate any sub-contracts, in so far as possible, on normal commercial terms (which may include an 58 60 allowance for the sub-contractors' proper commercial profit determined in accordance with common practice in the industry concerned). 54.8 Within 60 days after determination of the cost of all Works terminated, the Contractor shall submit to ICO its invoice in respect of the Termination Payment, and within 60 days after delivery by the Contractor of an invoice in respect of the Termination Payment, ICO shall pay the outstanding amount thereof, subject always to compliance by the Contractor with clauses 54.10 and 54.11. The Termination Payment shall be the aggregate sum consisting of the Direct Costs of all work done to the date of actual termination of the Works, whether or not completed, together with pre-payments which are non-refundable to the Contractor, and the settlement and other costs connected with the termination of orders and sub-contracts pursuant to clause 54.7 less the total of all amounts already paid by ICO to the Contractor in respect of the Works for the purpose of which calculation all Financed Invoices shall be deemed to have been paid in full by ICO, including for the avoidance of doubt all costs which have been paid pursuant to clause 15, adjusted by agreement between the parties (failing which as may be determined in accordance with clauses 65 and 62) where required to take account of any failure of the Contractor to comply with clause 54.6. The term "Direct Costs" as used herein includes only those costs set out in clause 54.9 which have been posted to the Contractor's books of account in accordance with its standard accounting practice for commercial contracts, consistently applied. To the extent that the Direct Costs relate to the internal labour costs and expenses (other than tax and social security or similar costs) of the members of the NEC Team and their respective affiliated companies such sum shall be subject to a mark-up not exceeding 22% of such costs and expenses. In no event shall the Termination Payment, when aggregated with the amounts already paid or deemed to have been paid by ICO to the Contractor in respect of the Works, exceed the Price. 54.9 For the purposes of this clause 54, "Direct Costs" comprise: (a) the full salary, payroll taxes and standard benefits and other direct employment costs of those personnel employed by any member of the NEC Team or by any of their respective affiliated undertakings for that period during which they can demonstrate that they have been actively engaged in the Works; (b) the reasonable cost of all materials purchased by the NEC Team reasonably necessarily and wholly and exclusively for the purposes of fulfilling the requirements of this Agreement; (c) the reasonable and proper costs of Sub-Contractors employed by the NEC Team, where applicable, with the consent of ICO, necessarily for the purposes of fulfilling their obligations under this Agreement save to the extent such costs are taken into account pursuant to clause 54.7; (d) the reasonable travelling and lodging costs of those members of the NEC Team's personnel who are assigned to work on a full time basis under this Agreement at locations outside the country of their usual employment and of those personnel whose travel is reasonably necessarily required for the purposes of implementing this Agreement; (e) the office rental costs (apportioned by reference to the proportion of the floor area used by the Contractor exclusively for the purposes of this Agreement) associated with the Contractor maintaining a project office in the Hammersmith area or any replacement therefor during the currency of this Agreement; and 59 61 (f) the costs of delivering any items required to be delivered to ICO as referred to in clause 54.11. but, for the avoidance of doubt, the following to the extent that they might otherwise fall within any of the foregoing are excluded: (g) all central overhead expenses including the costs of all support or liaison staff or staff whose principal activities are on matters other than this Agreement; (h) office and equipment costs, depreciation, leasing and hire charges, any goods or materials of general application or for which there is use after the period of the Agreement, interest and like charges; (i) licence fees, communications costs, other costs associated with the organisation and/or co-ordination of the NEC Team. 54.10 Payment of the Termination Payment shall be subject to the Contractor justifying to ICO's reasonable satisfaction the amount of the costs and expenses and any other adjustments so claimed and producing such evidence of such costs and expenses as ICO may reasonably require. If ICO so requests, the Contractor shall provide, and shall procure that any Sub-Contractors provide, sufficient evidence to the external auditors of the Contractor (being a firm of independent certified public accountants (or equivalent)) or, where such accountants are unwilling to act in the capacity contemplated by this clause 54.10, another firm of certified public accountants of international repute agreed between the parties, to enable such accountants to certify to ICO that any and all costs and expenses claimed by the Contractor from ICO in connection with the Termination Payment have been properly incurred for the purposes of this Agreement and have been properly computed. In the absence of such certification if so requested by ICO, ICO shall not be obliged to pay any such amount claimed and, where such accountants certify a lesser sum than that claimed by the Contractor, ICO shall be obliged to pay only such lesser sum The accountants' fees for carrying out such certification shall be borne by ICO. If ICO disagrees with the amount of the Termination Payment claimed by the Contractor, ICO shall pay so much of the amount claimed as is undisputed to the Contractor within 30 days of receipt of the Contractor's invoice and the balance shall be payable with 30 days after determination of the final amount due, provided that if the amount in dispute shall exceed 25% of the Contractor's claim ICO shall pay the disputed amount into the Escrow Account pending final resolution of the amount of the Termination Payment. 54.11 Title to all complete Deliverables not previously delivered, any incomplete Deliverable and any materials purchased for the purposes of and any components which would have been incorporated into a Deliverable which is incomplete at the date of a termination notice given under clause 56.3, shall, upon payment in full of all amounts due hereunder, vest in ICO and the Contractor shall deliver, and procure that any Sub-Contractor delivers, all such items to ICO (who shall accept delivery). All such items of the Works which are under the custody or control of the Contractor shall until delivery to ICO be insured by the Contractor at its cost. 54.12 The Contractor shall, and shall procure that each of the members of the NEC Team and its and their Sub-Contractors shall deliver up forthwith to ICO upon payment by ICO of the Termination Payment payable to the Contractor under this Agreement all the documentation, drawings, plans, and specifications produced for the performance of this Agreement to the extent not previously delivered. The Contractor shall, and shall procure that each of the members of the NEC Team and their Sub-Contractors shall, upon written request of ICO, grant to ICO and such persons as ICO shall nominate, those rights as referred to in clause 54.4. 54.13 If it is reasonably feasible for the Contractor to utilise elsewhere and within a reasonable period for their intended purposes any materials purchased for the purposes of and any components 60 62 which were to be incorporated into the Deliverables which are incomplete at the date of termination under clause 56.3, ICO shall have the right to reject delivery of such components and the inclusion of the cost of the same in the Termination Payment. 54.14 The Contractor shall use reasonable efforts to place sub-contracts on terms that will enable the Contractor to terminate the same in a manner consistent with this clause. 55. FORCE MAJEURE 55.1 Force majeure refers to events extrinsic to this Agreement that are beyond the reasonable control of, and not attributable to negligence or other fault of, the party relying on such events to excuse its failure to perform. The term: (a) excludes strikes or other events caused by labour disputes between any member of the NEC Team (which for this purpose includes all corporate bodies under the control of the body corporate which ultimately directly or indirectly has control of the relevant member of the NEC Team) and their employees; (b) excludes any event giving rise to the party which would otherwise seek to rely on such event being actually or prospectively unable to perform any financial obligation under this Agreement: but (c) (subject to paragraph (b) above), includes changes in the laws and regulations as referred to in clauses 63.5 and 63.6. 55.2 Any party whose ability to perform is affected by a force majeure event shall take all reasonable steps to mitigate the impact of such event. 55.3 If the effect of a force majeure event is temporary, the party affected shall, to the extent that the event of force majeure shall affect its ability to perform its obligations under this Agreement, not be responsible for any consequent delay, and any affected Top Level Milestone shall be extended accordingly, if and only if notice of the event is given to the other party, specifying in such notice that the affected party is treating the circumstances as an event of force majeure, within ten (10) days after the event has come, or should reasonably have come, to the affected party's attention. Upon or following receipt of such a notice, the non-affected party shall, to the extent that the event of force majeure affecting the other party shall affect its own ability to perform its obligations under this Agreement, be entitled to treat such circumstances as an event of force majeure of its own. At the time of the notice of the occurrence of the event or as soon thereafter as possible, the party affected shall inform the other party of the extent of the delay expected as a result of the event and propose possible measures which could be taken in order to minimise such delay. As soon as the circumstances constituting force majeure shall have ceased to have effect, the obligations of the affected party shall continue. 55.4 An event of force majeure shall not excuse the obligation to make payment of any invoice which was properly issued by the other party prior to the commencement of the event of force majeure. 56 TERMINATION 61 63 56.1 Without prejudice to any other rights or remedies which the relevant party may possess, either party ("the terminating party") shall be entitled to terminate this Agreement in its entirety in the event that the other party ("the non-terminating party") shall suspend payment of its debts generally, seek protection from its creditors or otherwise enter into any form of insolvency or bankruptcy proceedings (howsoever described) or any of its creditors shall seize any of its assets (whether under any security interest or otherwise) or any moneys owed by it shall become due for payment by reason of acceleration or default on the part of the non-terminating party or its shareholders shall take steps or pass any resolutions to wind up (otherwise than in connection with a solvent reconstruction or amalgamation previously approved by the non-terminating party) or any analogous thing by whatever name it is known, shall happen in any jurisdiction. 56.2 Without prejudice to any other rights or remedies which ICO may possess, ICO shall be entitled, without liability to the Contractor in respect of such termination (but without prejudice to any obligations or rights under this Agreement expressed to survive termination) to terminate this Agreement in whole at any time by service upon the Contractor of a written notice in accordance with clause 59 if: (a) the Contractor, the Principal Sub-Contractors, or any of their respective Sub-Contractors to whom any material aspects of the Works shall have been subcontracted shall without reasonable cause, suspend the carrying out of the Works before the Level 2 Acceptance Date in any material respect or to any material extent and the Contractor is unable to satisfy ICO that it is or will be able to complete all or any substantial aspect of the Works in accordance with the Top Level Milestone Schedule; or (b) the Contractor shall be in breach of any of its material obligations under this Agreement; or (c) a force majeure event (as defined in this Agreement) has or might reasonably be expected to have a permanent or unavoidable effect on the ability of the Contractor to provide to ICO by the Level 2 Acceptance Date (but without taking into account any adjustment which may be made to such date by reason of the force majeure event) the functionalities described in the IGFR across the complete ICONET Ground Facilities; or (d) a force majeure event (as defined in this Agreement) either has the effect of severely constraining ICO from complying with the terms of this Agreement (save insofar as this Agreement creates any financial obligation on ICO) or clauses 63.5 or 63.6 apply, and in any case falling under clauses 56.2(a) or 56.2(b) the Contractor (or, as the case may be, the Principal Sub-Contractors, or any of their respective Sub-Contractors to whom any material aspects of the Works shall have been subcontracted) fails to remedy or procure the remedy of the same within a period of 30 days (or such longer period as may have been specified in the notice) after receipt of written notice from ICO to the Contractor, requiring such event to be remedied and in any case falling under clauses 56.2(c) or 56.2(d) the relevant force majeure event continues on the date the notice of termination would take effect in accordance with clause 59 provided that ICO undertakes that it will not exercise its right to terminate this Agreement if the Level 2 Handover Date shall not have occured within 135 days after the Level 2 Acceptance Date so long as there shall be no other circumstances in existence at any time during that period permitting ICO to terminate this Agreement. 56.3 ICO shall be entitled, without liability to the Contractor in respect of such termination other than to make such Termination Payment as may be payable under clause 54 (and without prejudice to any obligations or rights under this Agreement expressed to survive termination) to terminate this Agreement in whole at any time for convenience by service upon the Contractor of a written notice in accordance with clause 59 and may in its notice of termination require the Contractor to continue or complete any aspect of the Works which shall then have been commenced. 62 64 56.4 The Contractor shall be entitled to terminate this Agreement in whole at any time by service upon ICO of a written notice in accordance with clause 59 if: (a) the Contractor is owed any sum by ICO in excess of US$5,000,000 which shall have fallen due for payment and be payable in accordance with the terms of this Agreement and ICO shall have acknowledged in writing by the Supervising Officer or any of its other officers or directors that any such sum is due and payable to the Contractor, or (b) ICO shall have failed to pay into the Escrow Account any Disputed Amount (other than any Disputed Amount not exceeding US$1,000,000), and in either case (i) the Contractor shall not itself be in any material respect in breach of its obligations under this Agreement, (such breach (if any) to have been notified by ICO to the Contractor in writing in sufficient detail to provide a proper understanding of ICO's reasons why it considers the Contractor to be in breach before the notice of termination would take effect in accordance with clause 59); and (ii) ICO shall have failed before the notice of termination would take effect in accordance with clause 59 either to pay to the Contractor all overdue sums together with interest thereon calculated in accordance with clause 16 or to pay any Disputed Amounts into the Escrow Account. 56.5 Save as set out in clauses 56.1 and 56.4, the Contractor shall not be entitled to terminate this Agreement for any reason and for so long as this Agreement continues in effect (and notwithstanding that ICO may be permitted to exercise rights of termination) the Contractor shall continue (for so long as all of its obligations hereunder have not been suspended pursuant to clause 55) diligently to perform its obligations hereunder. 56.6 Termination of this Agreement shall be without prejudice to any antecedent or accrued rights and liabilities of the parties. ICO shall have no responsibility for the division amongst the members of the NEC Team of any sums payable under this Agreement, including any sum paid in consequence of termination of this Agreement, which shall be entirely a matter for the Contractor. 57 WAIVER A waiver of any breach of any provision hereof shall not be binding upon either party unless made in writing but once so made shall, unless it is expressed to be revocable, be irrevocable. No such waiver shall affect the rights of the party not in breach with respect to any other or future breach of this Agreement. No delay or failure by a party to exercise any of its rights, or time or indulgence given by it before exercising any right or remedy under this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of a right or remedy preclude any further exercise of the same or the exercise of any other right or remedy. 58 AMENDMENTS 58.1 This Agreement (other than with respect to its scope pursuant to clause 9) may not be modified except by written amendment signed by both the Supervising Officer and the Contractor's Authorised Representative save that the address for notices and the responsible authorised representatives of the parties may be added to or changed from time to time by written notice to the other party. 63 65 58.2 Where in the course of the administration of this Agreement (otherwise than under clauses 8 and 9) any communication is given or received which, if implemented, would modify or affect the rights, responsibilities or obligations of any party, then if such communication is given by ICO, the Contractor shall ensure that such communication is approved in writing by the Supervising Officer and if such communication is given by the Contractor, ICO shall ensure that such communication is approved in writing by the Contractor's Authorised Representative. In the absence of such approval the receiving party shall not be entitled to rely on such communication as being binding on, and such communication may not be binding on, the party giving the same. 59 COMMUNICATIONS AND NOTICES 59.1 All notices or other communications (except Deliverables delivered in accordance with the Statement of Work), required to be given or served under or in connection with this Agreement shall be in writing and shall be delivered in the manner prescribed in clause 59.4 to the address of the party concerned given in clause 59.2 and as the same may from time to time be amended in accordance with clause 59.3. 59.2 For the purposes of clause 59.1: ICO's details are: In the case of a formal notice (including any notices of demand for payment or termination) or any legal proceedings to be given to or served on ICO, the original shall be sent to: PO Box 1350 Huntlaw Building Fort Street George Town Grand Cayman Facsimile: (+1) 345 949 7876 Marked for the attention of the Company Secretary and a copy thereof shall be sent at the same time to ICO Services Limited at the address set out below. All other notices and other communications referred to in clause 59.1 shall be sent to: ICO Global Communications (Operations) Limited c/o ICO Services Limited 1 Queen Caroline Street London W6 9BN England Facsimile: (+44) 0181 600 1199 Marked for the attention of Gary Titzer The Contractor's details are: NEC-ICO Project Team Office 5th Floor Horatio House 64 66 77-85 Fulham Palace Road Hammersmith London W6 8JC England Facsimile: (+44) 0181 600 4290 Marked for the attention of Tadeo Furukawa and a copy thereof of all formal notices shall be sent at the same time to NEC Corporation at the address set out at the head of this Agreement. 59.3 Either party may from time to time amend its address and/or facsimile number and/or the persons to whose attention notices or other communications or copies thereof are to be given for the purposes of this clause 59 by giving notice in writing to the other party. 59.4 For the purposes of clause 59.1 a notice or other communication shall be either delivered personally or sent by registered or recorded delivery prepaid first class post (or airmail if overseas), or by facsimile addressed to the intended recipient thereof and any such notice or other communication shall take effect: (a) if delivered personally, at the time of its delivery; or (b) if sent by registered or recorded delivery prepaid first class post (or airmail if overseas), at 10.00 am on the fifth working day following the time of posting (or in the case of airmail post, at 10.00 am on the seventh working day following the time of posting), and in proving such service it shall be sufficient to prove that the envelope containing the notice or other communication was properly addressed, stamped and posted; and (c) if transmitted by facsimile, (and provided that the transmission record of the sender indicated delivery of all pages of the same to the relevant facsimile number), at 10.00 am falling on the first working day following the time of dispatch (which may, for the avoidance of doubt, be on the same working day as that on which it is despatched) subject to a copy of the notice or other communication being dispatched by post within 24 hours of the time of despatch of the facsimile. For the purposes of this clause 59.4, a "working day" is a day on which commercial banks are generally open for business in the location of the recipient and reference to local time in such place. References to "time of posting" and "time of despatch" are to the local time in the place where the sender is located. In order to calculate elapsed time, the local time and day in the intended place of receipt shall be determined from and by reference to the time difference between that place and the actual time of posting or time of despatch in the sender's location. 59.5 Notices under clause 56 shall take effect as follows: (a) if given under clause 56.1, 14 days after the relevant notice is received or deemed to have been received in accordance with clause 59.4 unless at the expiry of such period of 14 days the relevant condition, event or circumstances shall have ceased to apply: 65 67 (b) if given under clause 56.2 (a) or (b), upon expiry a period of not less than 30 days (or such longer period as may be specified in the notice) after the relevant notice is received or deemed to have been received in accordance with clause 59.4 unless at the expiry of such period of 30 days (or longer period as may have been specified) the relevant condition, event or circumstances shall have ceased to apply; (c) if given under clause 56.1(c) or (d), 14 days (or such longer period as may be specified in the notice) after the relevant notice is received or deemed to have been received in accordance with clause 59.4 unless at the expiry of such period of 14 days (or longer period as may have been specified) the relevant force majeure event shall have ceased to apply; (d) if given under clause 56.3, on the day the relevant notice is received or deemed to have been received in accordance with clause 59.4 (or such later date as may be specified in the notice or upon the satisfaction of such conditions as may be specified in the notice); or (e) if given under clause 56.4(a) or (b), upon expiry of a period of not less than 60 days (or such longer period as may be specified in the notice) after the relevant notice is received or deemed to have been received in accordance with clause 59.4 unless at the expiry of such period of 60 days (or longer period as may have been specified) the relevant payment shall have been made either to the Contractor or into the Escrow Account (as the case may be), and such notice shall not be valid unless it shall prominently specify that it is a termination notice given under clause 56.4 and state the amount of money which the Contractor claims is overdue for payment and, in sufficient detail to enable ICO to investigate the same, the circumstances which the Contractor alleges gives rise to such sums becoming due for payment. 60 PUBLICITY Neither party, and the Contractor shall procure that none of its Sub-Contractors, nor any of the group companies, affiliates or Sub-Contractors or any of their respective agents, advisers, employees or consultants of the Contractor or its Sub-Contractors shall make any announcements, news releases or other public statements regarding this Agreement or its subject matter without the prior written approval of both the Contractor and ICO, such approval not be unreasonably withheld or delayed. 61 INFORMATION RECORDING The Contractor shall record, update and maintain all documents to be delivered under this Agreement up to the Level 2 Handover Date in accordance with the documentation configuration control process to be established as a part of the Programme Management Plan referred to in the Statement of Work. 62 LAW AND JURISDICTION 62.1 This Agreement shall be governed by, and construed in accordance with, English law. 62.2 Subject to clause 62.3, the Courts of England shall have exclusive jurisdiction in relation to all disputes or matters which may arise as between the parties out of or in connection with this Agreement. 62.3 Neither ICO nor the Contractor shall commence or pursue any proceedings against the other in relation to any dispute or matter which may arise between them out of or in connection with this Agreement other than in the Courts of England, except for the purpose of enforcing a judgement or order of the Courts of England. 66 68 62.4 Each of ICO and the Contractor waives for the exclusive benefit of the other of them any objection on the ground of inconvenient forum to any proceedings which relate to this Agreement being brought in the Courts of England or, for the purposes only of enforcement of any judgement or order as is referred to in clause 62.3, in any other court. 62.5 In clause 62, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure. 63 CHANGE OF LAW 63.1 If at any time as a consequence of either any change of law (whether effected through constitutional means or otherwise) or any actions or restrictions or other interference imposed by any governmental body (or any body or persons claiming governmental authority) or any international trade or similar embargo affecting any of the countries in which the Sites are located or the commencement of hostilities (whether formally declared or not) against any nation or any state, province or other political subdivision of any nation (including for this purpose against any separatist movement claiming an entitlement to be a separate nation, state, province or other political subdivision) affecting any of the countries in which the Sites are located it shall become impossible or impracticable to give effect to this Agreement or any part of it or otherwise to perform the Work on the relevant Site(s), then this clause 63 shall apply. 63.2 If any changes in the laws and regulations referred to in clauses 4.1(g) or (h) which may inhibit or prevent the Equipment, Software or other Deliverables which is or shall be specified in or is to be supplied under this Agreement being lawfully used for the purposes of the ICONET Ground Facilities in any of the countries where the Sites are located then this clause 63 shall apply. 63.3 As soon as either party becomes aware of any such circumstances as are referred to in clauses 63.1 or 63.2 it will notify the other party and the parties shall discuss how to overcome the effects of such changes and shall work together so as to mitigate the effects of such circumstances. Where practicable, they shall make such amendments to this Agreement or any part of it in accordance with the procedures set out in clause 9 so as to enable the impact of such occurrence to be minimised. 63.4 If any of the circumstances referred to in clause 63.1 shall come into existence and continue for a continuous period of at least 30 days in relation to any particular Site and it shall not be reasonably practicable in the reasonable opinion of ICO to make amendments as contemplated by clause 63.3, then upon service of a written notice by ICO to the Contractor under this clause, the Contractor shall assist ICO in establishing and equipping an alternative site that ICO designates for use as a satellite land earth station or network management centre with all necessary connections. Such assistance shall be at ICO's cost but on substantially the same basis and terms as those contained elsewhere in this Agreement. 63.5 If any of the circumstances referred to in clause 63.1 shall come into existence and continue for a continuous period of at least 30 days in a manner which either immediately or prospectively will affect a number of the Sites such that the ICONET Ground Facilities and other elements of the ICO System can not or will not be able to deliver the desired functionalities specified in the IGFR without significant modification and it shall not be reasonably practicable in the reasonable opinion of ICO to make amendments as contemplated by clause 63.3, then upon service of a written notice by ICO to the Contractor under this clause. ICO shall be entitled to treat such circumstances as an event of force majeure. 63.6 In any of the circumstances referred to in clauses 63.3 or 63.4 and where there is a reasonably practicable method to overcome the changes in law or regulation giving rise to such circumstances, the Contractor undertakes that it will offer to provide such changes to the scope of the Works or the location of the Deliverables at fair prices and on reasonable terms and shall, upon ICO's request, promptly 67 69 provide such evidence as ICO may reasonably require to establish that the prices and terms offered are fair and reasonable. If ICO considers that the Contractor is unable to offer to provide such changes to the scope of the Works or the location of the Deliverables in a manner such that it is reasonably practicable to overcome the changes in law or regulation giving rise to such circumstances on a basis which is consistent with this Agreement (whether or not the Contractor shall have proposed fair and reasonable terms for implementing the same), then ICO shall be entitled to treat such circumstances as an event of force majeure. 64 EXPORT CONTROL REGULATION 64.1 It is expressly agreed by the parties that the execution of this Agreement and the subsequent performance of the Works will be subject to all applicable export control laws and regulations imposed or administered by whichever government has competent jurisdiction. 64.2 The Contractor warrants that at the time of execution of this Agreement there are no applicable export control laws and regulations under clause 64.1 which will prevent performance of this Agreement. 65 DISPUTES RESOLUTION PROCEDURE If a dispute arises, whether before or after the Level 2 Handover Date, the procedure set out in Schedule 3 shall apply. 66 AGENT FOR SERVICE 66.1 In relation to any dispute arising out of or in connection with this Agreement, each of the Contractor and ICO shall at all times until six years after the termination of this Agreement maintain an agent for service of process in England and agrees that service on such agent (or any replacement agent appointed hereunder) shall be deemed to be due service for the purposes of such proceedings. 66.2 For the purposes of clause 66.1 the Contractor hereby irrevocably appoints NEC Europe Limited at its registered office for the time being as its agent for service of process and ICO hereby irrevocably appoints ICO Services Limited at its registered office for the time being as its agent for service of process. 66.3 If for any reason an agent appointed under this clause 66 ceases to act as such, the Contractor or ICO (as appropriate) shall promptly appoint another such agent and notify the other party of the appointment and the name and address of the new agent. 67 SUPERVISING OFFICER AND CONTRACTOR'S AUTHORISED REPRESENTATIVE 67.1 ICO's Supervising Officer may be changed from time to time by notice in writing to the Contractor. Until further notice the Supervising Officer shall be Gary Titzer. 67.2 The Contractor's Authorised Representative may be changed from time to time by notice in writing to ICO. Until further notice the Contractor's Authorised Representative shall be Tadeo Furukawa. 67.3 Either party may rely upon notices from the other party without being obliged to validate the signature of the Supervising Officer or the Contractor's Authorised Representative. 68 70 68 NO PARTNERSHIP Nothing herein shall create a joint venture or partnership between the parties nor, save as specifically provided in this Agreement, constitute one party the agent of the other party. 69 SUCCESSORS This Agreement shall be binding upon the parties hereto and their successors and permitted assigns. 70 ASSIGNMENT 70.1 Upon giving prior written notice to the Contractor, the benefit of this Agreement may be assigned by ICO to any subsidiaries of ICO or other companies within the ICO Group (being companies under the control of the ultimate holding company of ICO from time to time) any such company being referred to as a "member of the ICO Group", provided that prior to any company to which the benefit of this Agreement has been assigned ceasing to be a member of the ICO Group, ICO shall procure that such company assigns this Agreement to any company which will remain a member of the ICO Group. No other assignment shall be permitted by ICO without the prior written consent of the Contractor. 70.2 This Agreement shall not be assignable by the Contractor. The Contractor shall ensure that the Principal Sub-Contractors will not be allowed to assign (other than to their subsidiaries or other companies within the same group of companies of which they are a member) any contracts which they enter into with the Contractor pursuant to this Agreement. 71 LANGUAGE All correspondence, notices, documentation and communications concerning this Agreement shall be in the English language. ICO may require, subject to agreement of any required adjustment to the Price, where appropriate, that operating and maintenance instructions, name and rating plates, identification labels, safety warnings and other written and printed matter required in connection with the Equipment and all instructions or notices to the public and/or ICO Staff shall be written in English and one or more principal languages of the country in which the same are to be installed or used. 72 ENTIRE AGREEMENT This Agreement together with all the Schedules and Annexures hereto and any side letters entered into contemporaneously herewith contains the entire agreement and understanding between the parties relating to or thereto the subject matter hereof. All prior understandings, representations and warranties by and between the parties, written or oral, which may be related to the subject matter hereof in any way, are superseded by this Agreement, but this provision shall not affect any rights which ICO may have in relation to the IPC. 73 SEVERABILITY In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid and enforceable, comes closest to the intention of the parties underlying the invalid or unenforceable provision and, where necessary, satisfies the concerns of the regulatory authorities concerned. 69 71 74 COSTS All costs and expenses incurred by the parties in connection with the negotiation and entry into of this Agreement shall be borne by the party incurring the same. 75 COUNTERPARTS This Agreement or any agreement expressed to be supplemental hereto may be executed in two or more counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument. 70 72 IN WITNESS whereof this agreement has been duly executed by the parties on the date stated above. SIGNED by Olof Lundberg /s/ Olof Lundberg for and on behalf of -------------------------- ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED in the presence of: G.L. Titzer - -------------------------- SIGNED by Hisashi Kaneko /s/ Hisashi Kaneko for and on behalf of NEC CORPORATION -------------------------- in the presence of: * - -------------------------- (picture of six Japanese postage stamps) 71 73 SCHEDULE 1: DEFINITIONS The words and expressions used in this Agreement including its schedules, annexures and attachments shall, when written using capital letters in the manner below, unless the contrary intention appears, have the meanings set against them in this Schedule: "Acceptance Certificate" shall mean an acceptance certificate issued pursuant to clause 35.2. "ADC" shall mean an Administration and Data Centre which can provide off line processing of all call records, customer data registrations and operator workstations for the provision of help and other services. "Agreed Rate" shall mean in relation to any amount for any period: (a) LIBOR plus 3%, if and for so long as such amount is due and payable under the terms of this Agreement and either: (i) the party owing the obligation is not disputing the same pursuant to clause 16.5 or, in the case of ICO, claiming to be entitled to defer payment pursuant to clause 15.3;1 or (ii) the party owing the obligation is in default of an obligation to pay the amount into the Escrow Account; and (b) LIBOR plus 2% in any other case. For these purposes "LIBOR" in relation to any period means the 3 months US$ LIBOR rate as at 11.00am London time on the first day of such period (or, if that is not a business day, on the immediately preceding business day) as quoted (on a per annum basis) in the Financial Times, London edition under the heading "Interbank Fixing", on the next business day following such first day (or, if for any reason such quotation ceases to exist or be appropriate such equivalent alternative US$ LIBOR rate as the parties may agree, such agreement not to be unreasonably withheld by either party) provided that if a period lasts for more than 3 months, then interest shall be calculated by reference to successive periods of 3 months with the LIBOR rate being re-set as above at the start of each such period. "Cash Invoice" shall mean an invoice (substantially in the relevant approved form set out in Schedule 4 and containing all the information referred to in that form) issued by the Contractor to ICO for the Cash Portion of one or more Instalments. "Cash Portion" in relation to any Instalment shall mean the whole of that Instalment less any Financed Portion. "Confidential Information" shall mean any confidential, technical or commercial information provided by one of the parties (including for this purpose any member of the NEC Team) whether in oral or written form, which may include (but shall not be limited to) specifications, drawings, sketches, models, samples, reports, data, techniques, designs, know-how, documentation, trade secrets or other technical or commercial information designated as "Confidential" under the terms of this Agreement. "Deferred Cash Invoice" in relation to any failure by the Contractor to achieve a Top Level Milestone by the date 21 days after its Milestone Date shall mean any Cash Invoice which was issued prior to that Milestone Date and would, but for clauses 15.2 and 15.3, have a Relevant 72 74 Payment Date more than 21 days after the relevant Milestone Date and any Cash Invoice which was issued in the period commencing with the Milestone Date and ending on the actual date of the achievement by the Contractor of the relevant Top Level Milestone. "Deliverables" shall mean the items required to be delivered by the Contractor to ICO under this Agreement as more particularly specified and/or defined in the Statement of Work. "Determination" shall mean an agreement between the parties or a determination by the Disputes Resolution Procedure established pursuant to clause 65 or by a court of competent jurisdiction and "Determined" shall be construed accordingly. "Disputed Percentage" in relation to any Instalment in respect of which the Contractor has issued an invoice which is disputed in whole or part by ICO shall mean the percentage of such claimed Instalment which is disputed by ICO. "Equipment" shall mean all materials, plants and hardware supplied or to be supplied by the Contractor, for inclusion in the Works. "Escrow Account" shall mean an account to be established by the Escrow Agent with a bank agreed between the parties in London or such other jurisdiction as the parties may agree in the name of the Escrow Agent, which shall be operated in accordance with clause 16 and the other relevant provisions of this Agreement. "Escrow Agent" shall mean such bank or other person as the parties may agree. "Escrow Agreement" shall mean an agreement between ICO, the Contractor and the Escrow Agent in terms to be agreed between the parties reflecting the provisions of this Agreement relating to the Escrow Agent and the Escrow Account (with such modifications as the parties may agree with the Escrow Agent, such agreement not to be unreasonably withheld by either of the parties). "Escrow Trigger Amount" shall mean US$ 1 million or any higher multiple of US$500,000. "Excluded Circumstances" shall mean: (i) any force majeure event as set out in clause 55; (ii) radio frequency interference or unplanned propagation impairment (C-band or S-band) in excess of the limits specified in the IGFR; (iii) unavailability of spectrum; (iv) unavailability of ICO satellites, or inappropriate spacing between the available satellites; (v) non-conformance of ICO satellites to the ICO satellite specifications and its applicable Interface Control Documents; (vi) unavailability of ICO user terminals which conform to the ICO Air Interface as set out in the applicable Interface Control Document; (vii) non-conformance of ICO user terminals to the ICO Air Interface as set out in the applicable Interface Control Document; (viii) unavailability of terrestrial network interconnections which meet telecommunication industry standards; (ix) unavailability of the ICO Satellite Control Centre or its non-conformance to the applicable Interface Control Document; (x) unavailability of Telemetry, Tracking & Control facilities to the extent not comprising RFTs at the designated Sites or the non-conformance of the same to the applicable Interface Control Document; 73 75 (xi) unavailability of ICO Administration and Data Centre facilities or the non-conformance of the same to the applicable Interface Control Document: and (xii) errors or omissions in information supplied by ICO or the vendors of other elements of the ICO System in the applicable documents which affect support of the requirements of the IGFR and end-to-end services and which could not reasonably have been discovered by the Contractor by the time of the manufacture of the Deliverable to which such information relates. "Final Acceptance Certificate" shall mean the final acceptance certificate issued pursuant to clause 35.1. "Financed Invoice" shall mean an invoice (substantially in the relevant approved form set out in Schedule 4 and containing all the information referred to in that form) issued by the Contractor for the Financed Portion of one or more Instalments. "Financed Portion" in relation to any Instalment shall mean the percentage of it, if any, which is required to be financed by the Contractor pursuant to the Vendor Financing Agreement. "Further Deliverables" shall mean Deliverables to be handed over after the Level 2 Handover Date. "Further Works" shall mean Works to be carried out after the Level 2 Handover Date. "Good Industry Practice" shall mean the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor engaged in the same type of activities and under the same or similar conditions and circumstances who is seeking in good faith to comply with its obligations under this Agreement. "Handover Date" shall mean, in relation to any particular Deliverable the date of receipt of the Acceptance Certificate relating thereto and, in relation to any Works, the date upon which such Works are completed to the satisfaction of ICO. "High Level System Description" shall mean the high level system description to be provided in accordance with the Statement of Work. "ICO Intellectual Property" shall mean the Intellectual Property Rights generated by ICO comprised in the Deliverables. "ICONET Ground Facilities" shall mean 12 SANs, an NMC and a backup NMC as more particularly described in the Statement of Work and the IGFR. "ICO Staff" shall mean all of the directors and employees of ICO Global Communications (Holdings) Limited or any of its subsidiary or affiliate undertakings and any consultants, sub-Contractors or other persons nominated as "ICO Staff" by or on behalf of ICO for the purposes of this Agreement. "ICO System" shall mean a global mobile satellite telecommunications network capable of delivering the end to end services set out in the lGFR and which will, when completed, comprise (a) the ICONET Ground Facilities, (b) the ICO space segment, (c) user terminals, (d) the ADC systems and (e) any other functional entities. "IGFR" shall mean the ICONET Ground Facilities Requirement document contained in Schedule 13 as amended from time to time in accordance with this Agreement. 74 76 "Instalment" shall mean an instalment of the Price calculated as set out in the Payment Schedule; and shall where the context allows include any such instalment claimed by the Contractor in circumstances where ICO disputes the Contractor's entitlement to some or all of the amount claimed. "Intellectual Property Rights" shall mean patents, registered design rights and applications for any of the foregoing, copyright, unregistered design rights, topography rights and all forms of protection of any similar nature (including all such rights in software) which may subsist in any part of the world for the full term of such rights including any extension to the term of such rights and Confidential Information. "IOT" shall mean the ground control equipment to be supplied to ICO by a third party which, when functioning correctly with the RFT, provides satellite in-orbit test capability. "Key Features" means the features of the Deliverables set out in Schedule 6. "Level 2 Acceptance" shall mean have the meaning set out in Annex 10 of the Statement of Work. "Level 2 Acceptance Criteria" shall mean the level 2 acceptance criteria referred to in Section 6.2 of Annex 10 of the Statement of Work. "Level 2 Acceptance Date" shall mean 11 August 2000 or such other date as is agreed between the parties or as otherwise results from any adjustment to the Top Level Milestone Schedule pursuant to this Agreement. "Level 2 Handover Date" shall mean the date of receipt by the Contractor of the Final Acceptance Certificate. "Master Level Schedule" shall mean the schedule of activities and dates attached to Annex 4 of the Statement of Work as adjusted from time to time under this Agreement. "Milestone Date" shall mean the due date for the achievement of a Top Level Milestone as shown in the Top Level Milestone Schedule. "NEC Team Intellectual Property" shall mean the Intellectual Property Rights generated by the members of the NEC Team acting alone or together. "NEC Team" shall mean the Contractor, NEC Corporation, (as leader and main Contractor), and its Principal Sub-Contractors, working together as a team for the purposes of the design, specification, supply and testing of the ICONET Ground Facilities. "NMC" shall mean a Network Management Centre which provides both the central part of a network management system ("NMS"), the central part of a Satellite Resource Management Centre ("SRMC") and any other centralised functions required for the purposes of fulfilling the relevant functions specified in the Statement of Work and/or the IGFR, together with all of the interfaces necessary to perform these functions. "ODTF" shall mean the facility at which ICO without risk to customer traffic, can train operational staff, test new and updated software releases, take advantage of a skills base and facilities to support new development and provide a showcase of the ICO System. "Options" shall mean those options set out in Annex 1 of the Statement of Work. "Payment Schedule" shall mean Schedule 11. 75 77 "Phase 1, Phase 2-1 and Phase 3 Testing or Tests" shall mean, respectively, that testing or those tests which is/are referred to in Annex 8A of the Statement of Work. "Price" shall have the meaning specified in clause 15.1. "Principal Sub-Contractors" shall mean Hughes Network, Systems. Inc. and Ericsson Limited. "Ready for Installation Date" means the date on which the relevant Site is first made available to the Contractor for delivery and installation of any part of the Works. "RFT" shall mean the equipment supplied to ICO by the Contractor including an antenna and its associated ancillary equipment, transmission and receiver equipment including IF (intermediate frequency) distribution and IFL (inter facility link) connections, dedicated up and down converters and the associated couplers and switches which are compatible with the telemetry, tracking and control equipment to be supplied to ICO by a third party, IOT signal monitoring package which is compatible with the in-orbit test equipment to be supplied to ICO by a third party and an O&M system for the monitor and control of the other parts of the RFT. "RFT Availability Dates" shall mean the dates designated as such in the Top Level Milestone Schedule as such for each of the Sites which ICO has designated as TT&C or IOT capable. "SAN" shall mean a Satellite Access Node being a fixed installation of all the equipment required to access the ICO satellites as more particularly described in the Statement of Work and/or the IGFR. "Satellite Based Communications Systems" shall mean mobile communications systems characterised by direct links between a mobile user terminal and a satellite enabling transmission of voice and data (either data, telephony, facsimile or otherwise) including but not limited to those systems intended to be capable of offering services to mobile users which also offer fixed or semi-fixed services but for the avoidance of doubt excluding V-SAT systems, Broadband systems for multi-media services and systems with fixed high gain directional antennae. "Site" shall mean the places to which the Deliverables are to be delivered or where Works are to be carried out as set out in Annex 3 of the Statement of Work or as provided in this Agreement. "Site Operator" shall mean, in respect of each Site, the person making, or who has made, the Site available to ICO and appointed by ICO to operate and maintain the Equipment and Software upon the Site on behalf of ICO following installation, delivery, testing and acceptance of the same by ICO. "Software" shall mean all operating systems, compilers, utilities and other programs in any form and associated documentation provided or to be provided by the Contractor for inclusion in the Works. "Spares" shall mean spare and replacement parts for the Equipment. "Statement of Work" shall mean those documents set out in Schedule 14. "Sub-Contractor" shall mean any person, firm or company (including the Principal Sub-Contractors) to whom any of the Contractor's obligations under this Agreement have been sub-contracted (whether by the Contractor, the Principal Sub-Contractors or any other person to whom any of the Works have been subcontracted directly or indirectly) and its legal representatives, successors and permitted assigns. 76 78 "Top Level Milestones" shall mean those tasks and events designated by a (T) in the Top Level Milestone Schedule. "Top Level Milestone Schedule" shall mean Schedule 7 of this Agreement. "Training" shall mean the training to be provided by the Contractor under clause 45. "Ts &Cs" shall mean the main body of this Agreement. "TT&C" shall mean the ground communication equipment to be supplied to ICO by a third party for satellite telemetry, tracking and control capability. "TWT" shall mean travelling wave tube. "US$" shall mean United States Dollars, the lawful currency of the United States of America. "Works" shall mean and include the supply, delivery, installation, integration, testing and setting to work of the Deliverables and all other work required to be carded out by the Contractor under this Agreement. 77 79 Schedule 2: Precedence of Documents In the event of any conflict between the following documents the following order of precedence shall apply: (a) the main body of this Agreement; (b) the IGFR; (c) the Statement of Work; (d) the other Schedules; and (e) any Annexures. 78 80 SCHEDULE 3: DISPUTE RESOLUTION PROCEDURE 1 Each party shall use all reasonable endeavours to resolve any disputes arising out of or in relation to this Agreement, including as to its interpretation. 2 In the event that such a dispute arises then the escalation procedures set out in the remaining paragraphs of this Schedule shall apply and either party may invoke these procedures by giving notice in writing to the other specifying the subject matter of the dispute and its proposal for its resolution. 3 ICO and the Contractor shall respectively procure that the dispute is considered by the Supervising Officer and the Contractor's Authorised Representative and that such parties attempt, in good faith, to resolve the dispute. If such persons reach agreement on the matter in dispute within 15 days of the dispute procedure having been invoked, which period shall commence upon the receipt of the notice referred to in paragraph 2, (or such other period as the parties may mutually agree in writing) the parties shall procure that their respective representatives shall sign a joint memorandum to that effect recording the resolution and procure that such agreement is fully and promptly carried into effect. 4 If the Supervising Officer and the Contractor's Authorised Representative fail to reach agreement on the matter in dispute within the period specified in paragraph 3 or together conclude that resolution is unlikely, then either of them may within 10 days of the expiry of such period refer the matter in dispute to, in the case of ICO, Jai Singh or the Executive Vice President of ICO for the time being and in the case of the Contractor, Hiromi Hayashi or any other Associate Senior Vice President (or, in either case, if such person is not available, a senior manager of equivalent or nearest equivalent standing in the organisation of the party concerned) (together the "Senior Officers") for consideration by such persons. ICO and the Contractor shall respectively procure that such dispute is considered by the Senior Officers and that they attempt, in good faith, to resolve the dispute. If the Senior Officers reach agreement on the matter in dispute within 15 days of the dispute being referred to them under this paragraph, (or such other period as the parties may mutually agree in writing) the parties shall procure that their respective representative shall sign a joint memorandum to that effect recording the resolution and procure that such agreement is fully and promptly carried into effect. 5 The dispute resolution procedure shall, as regards the matter in dispute, have been exhausted if the matter in dispute: (a) has not been resolved in accordance with paragraph 3 within the relevant period and is not referred to the Senior Officers within the relevant period; or (b) where it is so referred, has not been resolved in accordance with paragraph 4 within the relevant period. For the avoidance of doubt, the fact that the dispute resolution procedure has been exhausted without resolution of the matter in dispute shall not prevent the parties from agreeing that the matter in question should be referred to an independent form of alternative dispute resolution agreed between them and/or to arbitration. 6 The foregoing provisions of this shall, subject always to clause 62, not prevent either party from commencing legal proceedings or applying to the court for injunctive or other interim relief at any time. 79 81 SCHEDULE 4: AGREED FORM INVOICES CASH INVOICE: CLAUSE 16.2 OF SUPPLY AGREEMENT DATED [ ] MARCH 1997 NEC NEC CORPORATION [ADDRESS] INVOICE NO: DATE: YOUR REF: [ICOO/97-1016/GW] SUPERVISING OFFICER: TO: Accounts Department ICO Global Communications (Operations) Limited c/o ICO Services Limited 1 Queen Caroline Street London W6 9BN SIGNED: NEC Corporation --------------- [Name and Title] ITEM NO DESCRIPTION(1) AMOUNT US$ PAY TO: Bank Account of NEC Corporation [The Sumitomo Bank Ltd. Tokyo Main Office 1-3-2, Marunouchi, Chiyoda-ku, Tokyo, Japan Account number: 214408] PAYMENT DUE(2): [ ] - ------------------------ (1)For each item, specify (1) Description of item and amount payable (as per Price List where applicable): (2) Relevant provision of Payment Schedule or Supply Agreement; (3) Percentage and amount to be financed under Vendor Financing Agreement, if any; (4) Net amount to be paid under this invoice in respect of item; (5) Any sales or other taxes payable by ICO in respect of that item. Invoice to be accompanied by appropriate supporting documentation. These footnotes need not appear on individual invoices. (2) 30 days after date of invoice receipt. 82 COSTS INVOICE: CLAUSE 17.1 OF SUPPLY AGREEMENT DATED [ ] MARCH 1997 NEC NEC Corporation [ADDRESS] INVOICE NO: DATE: YOUR REF: (ICOO/97-1016/GW] SUPERVISING OFFICER: TO: Accounts Department ICO Global Communications (Operations) Limited c/o ICO Services Limited 1 Queen Caroline Street London W6 9BN SIGNED: NEC Corporation --------------- (Name and Title] ITEM NO DESCRIPTION(3) AMOUNT US$ PAY TO: Bank Account of NEC Corporation [The Sumitomo Bank Ltd. Tokyo Main Office 1-3-2, Marunouchi, Chiyoda-ku, Tokyo, Japan Account number: 214408] PAYMENT DUE(4): [ ] - ------------------------ (3)For each item, specify (1) Description of item and amount payable; and (2) Relevant provision of Supply Agreement Invoice to be accompanied by original or certified copies of documents evidencing the claim for reimbursement. These footnotes need not appear on individual invoices. (4)30 days after invoice receipt. 83 FINANCED INVOICE(5): CLAUSE 16.14 OF SUPPLY AGREEMENT DATED [ ] MARCH 1997 NEC NEC CORPORATION [ADDRESS] INVOICE NO: DATE: YOUR REF: [ICOO/97-1016/GW] SUPERVISING OFFICER: TO: Accounts Department ICO Global Communications (Operations) Limited c/o ICO Services Limited 1 Queen Caroline Street London W6 9BN SIGNED: NEC Corporation ---------------- [Name and Title] DESCRIPTION(6) AMOUNT US$ PAY TO: NEC Corporation or its permitted assignee or transferee. Account to be specified by payee. INTEREST DUE: Quarterly in arrears at 6-month US$ LIBOR plus 2% REPAYMENT DUE(7): [ ] - -------------------------- (5) Financed Invoices will only be issued if the Vendor Financing Agreement, as defined in clause 16.13 of the Supply Agreement, is entered into and they shall then be subject to its terms. (6) Specify in each case (1) (where appropriate, distinguishing by item numbers) the Cash Invoice(s) in which the Cash Portion(s) of the relevant Instalment(s) were invoiced: (2) the appropriate category or categories specified in the vendor financing agreement (equipment/engineering; referable to NEC/Hughes/Ericsson) and the percentage referable to each such category: and (3) the aggregate amount being financed by this invoice. Appropriate supporting documentation for this invoice comprises copies of each of those invoices. These footnotes need not appear on individual invoices. (7) Third anniversary of date of invoice. 84 SCHEDULE 5: NOT USED 85 SCHEDULE 6: KEY FEATURES 1. TNM 1.1 Changes to published protocols on interfaces such as GSM 'A' interface or 'A bis' interface 1.2 The use of a switched network between the radio (SBS) and mobile service centre (MSSC) to enable: 1.2.1 de-coupling of the radio access (SBS) and location register (VLR) sites to reduce location update signalling load 1.2.2 multiple access to radio sites (SBS) from a single mobile switch (MSSC) for multi-SAN paging; using lat-long in registration and paging messages, but excluding the use of the repetition indicator in the paging request message 2. SWITCHING 2.1 Messaging platform (voice messaging) 2.2 Use of remote storage and retrieval of messages via data links (compressed) to avoid unnecessary circuit-switched routing for messaging. 2.3 Language preference 2.3.1 Use of an explicit language preference indicator in the service profiles to enable the provision of announcements and user prompts in a language that is acceptable to the end-user, specifically: 2.3.1.1 language preference in the cellular/satellite interworking functions (CS-IWF) 2.3.1.2 language preference in the intelligent network (IN) platform; excluding Ericsson INAP protocol published in 1990. 2.4 Cellular/satellite integration 2.4.1 The use of CS-IWFs for the addition of ICO specific services (e.g. HPN, dual numbering language preference) to roamers from cellular networks, specifically: 2.4.1.1 networks of the same type: e.g. GSM based satellite-to-GSM roaming; 2.4.1.2 networks of different types: e.g. GSM based satellite-to-IS 41 roaming, GSM based satellite to PDC roaming 2.4.2 End-to-end authentication for inter-standard roaming: e.g. IS.41/GSM via the use of GSM USSD. 86 3. SBS/SRMC 3.1 Handovers 3.1.1 Procedures and algorithms to implement reliable handovers through a combination of use of signal level measurement reports, UT position measurements and spot beam co-ordinate broadcast for satellite spot beam selection together with supporting Air Interface protocols 3.2 Satellite Path Diversity Usage and Implementation for a non-GSO satellite System 3.2.1 Selection of best radio path between UT, satellite and SAN for a call from a combination of non-GSO specific mobility management, registration and SAN coverage planning concepts together with generation of appropriate common signalling channels contents and call routing concepts. 3.3 Non-GSO specific satellite timing and synchronisation techniques to facilitate non-overlapped Tx/Rx burst timing at the UT and pre-synchronised diversity additions and soft handovers. 3.4 Procedures for diversity satellite path selection/combining and associated Al protocols. 3.5 Satellite Power Link Management 3.5.1 Procedures to maximise capacity achievable in a non-GSO satellite system through a combination of real time 'per channel' EIRP control, use of a planned UT link margin versus elevation profile and adjustment of SAN EIRP limits to accommodate satellite movement and sharing of traffic between satellites with overlapping coverage. 3.6 Call Handling 3.6.1 Specific call set-up and continuity management procedures for a power limited non-GSO satellite system through sue of different margins for the signalling and traffic phases of a call together with associated call management protocols. 3.7 Position Determination 3.7.1 Determination of UT position in a non-GSO satellite system through a combination of timing offset, frequency offset, relative power level measurements and UT reports from one or two satellites together with associated air interface synchronisation techniques and protocols. 3.8 Frequency/Spectrum Planning and Management Techniques 3.8.1 Frequency and burst time plans for non-GSO satellites with overlapping coverage that allow the dimensioned traffic to be carried within the spectrum constraints taking account of diversity. 87 3.8.2 Satellite frequency and additional burst time allocation techniques for a non-GSO satellite system which dynamically adjust to maximise available capacity from a limited amount of mobile link spectrum together with associated real-time timeslot allocation techniques which maximise scope for provision of diversity and make before break handovers. [in a Satellite Oriented Frequency Plan (SOFA) system] 4. HPN 4.1 Physical layer features, idle mode support algorithms, burst transmission timing and planning and incoming call (circuit and SMS) alerting. 88 Schedule 7: Top Level Milestones 89 NEC TOP LEVEL MILESTONES
ID Task Name Resp. - -- --------- ---- 1(T) SYSTEM PDR Contractor 2 Draft AMBE Voice Codec Software Interface ICO 3 Voice Code High Level Functional Description ICO 4(T) SYSTEM FDR Contractor 5 Voice Codex Floating Point - C Source Code ICO 6 Voice Codex Low Level Functional Description ICO 7 Air Interface ICD Final Version 4 ICO 8(T) NMC (LINK-OS) & SRMC/SAN-SRMS FDR Contractor [GRAPH] 9 Preliminary NMS/SCC ICD including Definition of Ephemeris Data ICO 10 Final NMS/SCC ICD including Definition of Ephemeris Data ICO 11(T) CME20 R8 PLM REVIEW - FDR (TG2) Contractor 12(T) 12 RFT READY FOR TTC Contractor 13 Access to SAN Sites by following dates- ICO 14 Brewster, USA ICO 15 Chatanapar, India ICO 16 Brisbane, Australia ICO 17 Usingen, Germany ICO 18 Longvilo, Chile ICO 19 Hartebeeshoake, South Africa ICO
Page 1 27th FEBRUARY, 1997 90 NEC TOP LEVEL MILESTONES
- ---------------------------------------------------------------------------- ID TASK NAME RESP - ---------------------------------------------------------------------------- 20 Final SAN/TTC ICD - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 21(T) SBS #1 MANUFACTURE COMPLETE CONTRACTOR - ---------------------------------------------------------------------------- 22 Air Interface Final Version 4 ICO - ---------------------------------------------------------------------------- 23(T) MSSC #12 FOB CONTRACTOR - ---------------------------------------------------------------------------- 24(T) TNM #1 MANUFACTURE & PHASE 1 TESTING CONTRACTOR - ---------------------------------------------------------------------------- 25 Draft AMBE Voice Codec Software Interface ICO - ---------------------------------------------------------------------------- 26 Voice Codec High Level Functional Description ICO - ---------------------------------------------------------------------------- 27 Voice Codec Floating Point - C Source Code ICO - ---------------------------------------------------------------------------- 28 Voice Codec Low Level Functional Description ICO - ---------------------------------------------------------------------------- [GRAPH] - ---------------------------------------------------------------------------- 29(T) TNM INSTALLATION & P2-1 TESTS COMPLETE CONTRACTOR - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 30(T) SBS #12 P 2-1 COMPLETE CONTRACTOR - ---------------------------------------------------------------------------- - ---------------------------------------------------------------------------- 31(T) END-TO-END CALL DEMONSTRATION CONTRACTOR - ---------------------------------------------------------------------------- 32 SATELLITE LAUNCH DATES - ---------------------------------------------------------------------------- 33 F1 ICO - ---------------------------------------------------------------------------- 34 F2 ICO - ---------------------------------------------------------------------------- 35 F3 ICO - ---------------------------------------------------------------------------- 36 UT's Available ICO - ----------------------------------------------------------------------------
Page 2 27TH FEBRUARY, 1997 91 NEC TOP LEVEL MILESTONES
ID TASK NAME RESP 37(T) VERSION 2 SOFTWARE RELEASE FOR CONTRACTOR NMC/SRMC ON SITE TESTING 38(T) 12 SAN & NMC HANDOVER CONTRACTOR [GRAPH] 39 ICO SUPPLIED DDC COMMUNICATIONS LINKS; ICO 40 NEC to confirm quantity of DDS NEC Communication Links required 41 Between SAN and Primary NMC for ICO MSSC#1/HLR Testing 42 Inter SAN/MSSC for Phase 2-2 Testing ICO 43 Between SAN MSSC and Back Up NMC ICO
Page 3 27th FEBRUARY, 1997 92 SCHEDULE 8: IDENTIFICATION OF SITES The following Sites have not been examined by the Contractor as of the date of this Agreement: Brazil [Chile] China [Indonesia] Korea UAE Primary NMC Back-up NMC The following Sites have been visited but not examined in detail: Chile; and Indonesia 93 SCHEDULE 9: PRICING SCHEDULE 94 PRICING SCHEDULE 95 1. GENERAL This Section describes: - - in Section 2, the SA price schedule for the deliverables and services that the Contractor(s) will provide within the scope of this Supply Agreement - - in Section 3, the future equipment(1) pricing - - in Section 4 the future equipment order process - - in Section 5, the pricing of future basic package software releases - - in Section 6, the process and pricing of the development of ICO specific functionality. 2. SA PRICE SCHEDULE 2.1. PRICE OF THE SA 2.1.1.1. Table 1 summarises the price of the SA. Appendix 1 to this schedule describes the individual prices which are summarised in Table 1. Appendix 2 to this schedule provides a detailed price list including individual equipment components. Appendix 3 to this Schedule provides the detailed price list including average rates for the ICONET Integration Testing. TABLE 1 - SA PRICE SUMMARY (US$'000s)
ITEM PURCHASE OPTIONS PURCHASE - OPTIONS - ------------------------------------------------------------------------------ 1 RFT * * * 2 SBS * * * 3 PCS * * * 4 Switch * * * 5 TNM * * * 6 NMS SRMC * * * 7 S.T.E * * * 8 SI & PM * * * 9 Ax & B * * * TOTAL OF ITEMS 1 TO 9 (EXCLUDING FREIGHT & INSURANCE * * *
- ---------------- (1) For the purposes of this Schedule, the term 'equipment' throughout means hardware and the associated operating software. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 96
- -------------------------------------------------------------------------------- ITEM PURCHASE OPTIONS PURCHASE - OPTIONS ================================================================================ (INSURENCE) - -------------------------------------------------------------------------------- FREIGHT AND INSURANCE * * * - -------------------------------------------------------------------------------- ICONET INTEGRATION * * * - --------------------------------------------------------------------------------
2.1.1.2. In the event that ICO does not elect to purchase from the Contractor Freight and Insurance as set out in Table 1 within 30 days of the date of this Agreement, ICO may make alternate arrangements. In the event that ICO opts to make such arrangements, the parties shall meet to arrange any necessary modifications to the Agreement. 2.1.1.3. For the avoidance of doubt, the Price specified in clause 15.1 of this Agreement shall remain unchanged unless and until ICO opts for alternate arrangements and the initial payment shall be calculated and paid by ICO as if Freight and Insurance were included. In the event that ICO does opt out of the Freight and Insurance arrangements, the related proportion of the initial payment by ICO to NEC shall not be repaid to ICO but shall be set off against future payments by ICO under this Agreement. 2.1.1.4. In addition to the prices described in Paragraph 2.1.1.1 the Contractor will recharge ICO for: i. Inter-Site telecommunication charges. These charges are for the purposes of telephone and fax between SAN, NMC, BCC sites. ii. Inter-Site testing telecommunications charges. These charges are for the purposes of providing telecommunication links between the development sites: NEC A in Melbourne, NECJ in Yokohama, and HNS in Germantown, to enable the Contractor to undertake factory integration testing of the IGF. 2.1.1.5. The Contractor will re-charge ICO the costs of Inter-Site telecommunications charges as incurred plus a handling fee. The total charge to ICO will be no more * for the whole of the SA. ICO will reimburse the Contractor on the basis of the invoice plus supporting detail. 2.1.1.6. The Contractor will re-charge ICO the costs of Inter-Site telecommunications charges as incurred plus handling fee. The total charge to ICO will be no more * for the whole of the SA. ICO will reimburse the Contractor on the basis of the invoice plus supporting detail. 3. FUTURE EQUIPMENT PRICING 3.1 INTRODUCTION 3.1.1.1. This Section describes the future pricing for: i. traffic capacity and subscriber expansion and the associated hardware and software ii. the installation and testing iii. Systems Integration and Project Management. 3.1.1.2. The price adjustments that shall be applied for future orders are defined in Section 3.5 of this Schedule. 3.1.1.3. The future prices computed according to the indices and processes are quoted as 'not to exceed' prices. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 97 3.1.1.4. ICO is being, and will continue to be offered reasonable future pricing consistent with ICO volumes and functionality. 3.1.1.5. The price is quoted on FOB place of shipment basis. The interpretation of FOB is in accordance with the SA. 3.1.1.6. The following items will be quoted separately at the time of order for individual element capacity increases: i. Training ii. Spares 3.1.1.7. Freight and Insurance will be quoted separately at the time of order in consideration to the number of blocks to be ordered and the place of the SAN sites where these blocks will be delivered. 3.2. UNIT EQUIPMENT The following sections describe the expansion block price for each subsystem. 3.2.1. RFTs 3.2.1.1. The IGF RFT is designed to transmit and receive the maximum C-band feeder link capacity of 750 traffic carriers assuming that up to 473 carriers can be transmitted by one HPA with a total maximum EIRP of 77 dBW. It is also designed to transmit one TT&C carrier at the maximum EIRP of 81 dBW in an emergency case. 3.2.1.2. The Contractor will negotiate with ICO, as and when requested by ICO, for the supply of additional RFT systems. 3.2.2. SBS and DC Uninterruptable Power Supply System for SBS 3.2.2.1. The number of SBS Expansion Blocks required to support the traffic capacity of a SBS subsystem shall be computed with the formulae shown in Table 2. N is number of additional expansion blocks beyond the Initial Size * required to make an SBS capable of supporting the traffic for a given "Erlang size". TABLE 2 - SBS TRAFFIC/BLOCK RELATIONSHIP - --------------------------------------------------------------------------------
SBS RATED TRAFFIC NUMBER OF BLOCKS (N) ================================================================================ * - --------------------------------------------------------------------------------
3.2.2.2. The traffic supported by each expansion block SBS size are target throughputs under presently known conditions. The Contractor shall endeavour to exceed the target throughputs. However, unforeseen circumstances may change these formula, in which case the Contractor and the Purchaser agree to * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 98 inform each other of such circumstances and agree to work together to minimize the impact of unforeseen conditions. 3.2.2.3. The SBS Expansion Block also requires an expansion of the DC Uninterruptable Power Supply System (DC UPS) over and above that provided in an SBS capable of supporting 320 Erlangs. For every 9 expansion blocks an additional block of DC UPS will be required. 3.2.2.4. The unit price, inclusive of installation and testing, and the equipment that comprises an SBS Expansion Block and DC UPS, is shown in Table 3. Table 3 also shows the price for providing CE Mark compliance for an SBS Expansion Block for a country where it may be required. TABLE 3 - SBS EXPANSION BLOCK AND DC UPS PRICE
- -------------------------------------------------------------------------------- NOS. DESCRIPTION QUANTITY PRICE (US$'000S) ================================================================================ I SBS EXPANSION BLOCK (CHANNEL * UNIT AND CHANNEL MANAGER) - -------------------------------------------------------------------------------- 1. CHANNEL UNIT - -------------------------------------------------------------------------------- 1.1 Channel Unit Chassis (CUC) * - -------------------------------------------------------------------------------- 1.1.1 CUBs * - -------------------------------------------------------------------------------- 1.1.2 Slot Processor Module (SPM) * - -------------------------------------------------------------------------------- 1.1.3 Modulator Demodulator Module (MDM) * - -------------------------------------------------------------------------------- 1.1.4 Clock Distribution Unit (CDM) * - -------------------------------------------------------------------------------- 1.1.5 Common Functions Module (CFM) * - -------------------------------------------------------------------------------- 1.1.6 Channel Unit Rack Base Units * - -------------------------------------------------------------------------------- 2 CHANNEL MANAGER - -------------------------------------------------------------------------------- 2.1 Channel Manager Chassis (ChM) * - -------------------------------------------------------------------------------- 2.1.1 G.703 Interface * - -------------------------------------------------------------------------------- 2.1.2 Control Processor Modules (CPM) * - -------------------------------------------------------------------------------- 2.1.2.1 Channel Access Processor (CAP) * - -------------------------------------------------------------------------------- 2.1.2.2 Channel Control Processor (CCP) * - -------------------------------------------------------------------------------- 2.1.2.3 Global Resource Process (GRP) * - -------------------------------------------------------------------------------- 2.1.3 Switching Transcoder Module (STM) * - -------------------------------------------------------------------------------- 2.1.4 10 Base2 Ethernet * - -------------------------------------------------------------------------------- 2.2 Channel Manager Rack (CMR) w 2 Chassis * - -------------------------------------------------------------------------------- 2.2.1 Fan * - -------------------------------------------------------------------------------- 2.2.2 Power Distribution Unit * - -------------------------------------------------------------------------------- 3 IF and Frequency Distribution Expansion * - -------------------------------------------------------------------------------- 4 INSTALLATION MATERIALS (Includes power signal cables) - -------------------------------------------------------------------------------- 4.1 Power Cables * - --------------------------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 99
NOS. DESCRIPTION QUANTITY PRICE (US$'000s) - --- ------------------------------ -------- ---------------- 4.2 I/F Cables 4.3 LAN Cables 4.4 Sync Cabling 5 Installation and Test === =============================== * II SBS DC UPS (AC/DC CONVERTERS & BATTERIES FOR 2 HOURS OPERATION) === =============================== III CE MARK COMPLIANCE PER BLOCK
3.2.3 TNM 3.2.3.1. The TNM capacity expansion equipment comprises four parts: i. Vocoder/mux (Voc/Mux) traffic expansion. Each Voc/Mux block shall support 113 Erlangs. ii. C&C rack (19 inch). One rack is required for Voc/Mux capacity expansion of 283 Erlangs. iii. Voice Codec Royalty per Voc/Mux Block. iv. TNM(RPC) computer expansion. A TNM(RPC) may be required when a TNM rated throughput exceeds * . The additional capacity provided by a TNM (RPC) is * . 3.2.3.2 The Contractor shall endeavour to exceed the target throughputs. However, unforeseen circumstances may change these formula, in which case the Contractor and the Purchaser agree to inform each other of such circumstances and agree to work together to minimise the impact of unforeseen conditions. 3.2.3.3. The Voc/Mux Block, the C&C rack, the voice Codec Royalty and TNM (RPC) price and associated equipment are shown in Table 4. TABLE 4 - TNM TRAFFIC AND COMPUTER BLOCK PRICE
NOS. DESCRIPTION QUANTITY PRICE (US$'000s) - --- ------------------------------ -------- ---------------- I VOC/MUX BlOCK 1 VOCODER/MUX UNIT 1.1 Vocoder/Mux Card 1.2 Control Card 1.3 I/O Card 1.4 19 inch 6RU Shelf * 1.5 Power Supply Shelf 1.6 Fan Unit 2 Installation Materials === =============================== II C&C RACK (19 INCH). === ===============================
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 100
NOS. DESCRIPTION QUANTITY PRICE (US$'000s) - --- ------------------------------ -------- ---------------- III VOICE CODEC ROYALTY (SUBJECT TO PARAGRAPH 3.2.3.4) === =============================== IV TNM (RPC) === =============================== 1.1 TNM Computer (RPC) 1.1.1 Spare 1000 with 2 processors, 512MB MM, 5GB HD, Ethernet Inter- faces, 8mm Tape Drive and CD ROM Drive * 1.1.2 E1 Interface 1.2 Ethernet Hubs/Routers and Accessories 1.3 TNM O&M Software License 1.4 Software Licences 1.4.1 Solaris Operating System with Media 1.4.2 Solstice - Runtime 1.4.3 An additional TNM O&M Software license for management of 2 sets of 1.1 PRC.
3.2.3.4 The limit to the Contractors liability for the Voice Codec Royalty is * for the licence and * per channel. Should the charges for the Voice Codec exceed these limits. NEC will recharge ICO at cost the excess over and above * and * channel. 3.2.3.5 The Volume discount rates that apply to purchases of I) TNM Voc/Mux blocks and II) C&C Rack capacity are shown in Table 5. TABLE 5 -- TNM VOC/MUX AND C&C RACK VOLUME DISCOUNTS
ERLANGS DISCOUNT FACTOR =================== =============== from 113 to 565 from 678 to 1,130 from 1,243 to 2,260 from 2,373 to 3,955 * from 4,068 to 6,667 from 6,780 and above
3.2.3.6 The installation charges for the expansion of Voc/Mux and TNM (RPC) capacity of a TNM are shown in Table 6. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 101 TABLE 6 - TNM EXPANSION INSTALLATION PRICES
NOS. DESCRIPTION QUANTITY PRICE(US$'000S) - ---- --------------------------------- ------------ --------------- 1 Voc/Mux Block Expansion 1.1 First Voc/Mux block per SAN per block * 1.2 Each Voc/Mux block in addition to per block * first block per SAN - ------------------------------------------------------------------------------ 2 TNM(RPC) 2.1 Per TNM(RPC) if as a separate per TNM(RPC) * installation 2.2 Per TNM(RPC) if installed at same per TNM(RPC) * time as capacity expansion
3.2.3.7. The discount rates that apply to the first Voc/Mux block installation charges are shown in Table 7. The number of SANs shows the number of SANs intalled in the upgrade program. TABLE 7 - FIRST EXPANSION BLOCK DISCOUNT RATES
NUMBER OF SANs DISCOUNT FACTOR -------------- --------------- 1 TO 3 * 4 TO 5 * 6 TO 7 * 8 TO 9 * 10 * 11 to 12 *
3.2.3.8. The volume discount rates that apply to the installation charges for the additional Voc/Mux blocks per SAN are shown in Table 8. TABLE 8 - ADDITIONAL BLOCK DISCOUNT RATES
NUMBER OF VOC/MUX DISCOUNT FACTOR BLOCKS ----------------- --------------- 1 to 2 * 3 to 4 * 5 to 6 * 7 to 8 * 9 to 10 * 11 and above *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 102 3.2.4 MSSC/VLR 3.2.4.1. The MSSC/VLR reference price is shown in Table 9. The reference price includes: i. the equipment including the hardware and the software licence fee ii. installation and test charge. TABLE 9 - MSSC/VLR REFERENCE PRICE - -------------------------------------------------------------------------------- [MSSC/VLR GRAPH] - -------------------------------------------------------------------------------- 3.2.4.2. The pricing curve is intended to give ICO sound guidance to estimate prices for future switch growth. The curve has been developed using the current SA dimensioning assumptions as defined in Section 9.2 of the IGFR. Changes in these assumptions may lead to some adjustment in the price for any given switch capacity. 3.2.4.3. The Contractor will provide ICO with a price for each upgrade based on the actual traffic and network configuration at the time of order. 3.2.4.4. Table 10 illustrates how the price for incremental growth is calculated. In this example, the cost of growing a switch with an initial capacity of * to a new capacity of * would be approximately * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 103 TABLE 10 - REFERENCE ILLUSTRATION OF PRICE FOR INCREMENTAL GROWTH OF AN MSSC/VLR [REFERENCE ILLUSTRATION GRAPH] 3.2.4.5. Table 11 shows in tabular form the points for computing the graph shown in Table 9. TABLE 11 - MSSC/VLR PRICING GRAPH POINTS
CAPACITY (ERLANGS) PRICE (US$'000s) - ---------------------------------------- *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 104
CAPACITY (ERLANGS) PRICE (US$'000s) - ---------------------------------------- *
3.2.4.6. The project management fee for MSSC/VLR expansion shall be an additional fee of * of the agreed final MSSC/VLR upgrade price as per Paragraphs 3.2.4.1 and 3.2.4.3 of this Schedule. 3.2.5. HLR 3.2.5.1. The additional software licence fee for the growth in the installed HLR subscriber capacity over and above the initial * subscribers is shown in Table 12. TABLE 12 - HLR CAPACITY EXPANSION PRICE
PRICE NO. DESCRIPTION QUANTITY (US$'000s) - ------------------------------------------------------------------------------------------------ 1 additional * subscribers, i.e. * subscriber total capacity * * 2 additional * subscribers i.e. * subscriber total capacity * * 3 additional * subscribers i.e. * subscriber total capacity * * 4 additional * subscribers i.e. * subscriber total capacity * *
3.2.5.2. The offered HLR hardware has been dimensioned to support * subscribers as per the parameters defined in Section 9.2 of the IGFR. The hardware may be able to support * subscribers, however, this is subject to confirmation. 3.2.5.3. The Contractor shall provide software licence fees for total capacity of greater than * subscribers subject to confirmation that the hardware can support total capacities greater than * subscribers. 3.2.6. AuC/EIR 3.2.6.1. The additional software licence fee for the growth in the installed AuC/EIR subscriber capacity over and above the initial * subscribers is shown in Table 13. TABLE 13 - AuC/EIR CAPACITY EXPANSION PRICE
PRICE NO. DESCRIPTION QUANTITY (US$'000s) - ------------------------------------------------------------------------------------------------ *
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 105
- ------------------------------------------------------------------------------------------------------------ 2 additional * subscribers i.e. * subscriber total capacity * * - ------------------------------------------------------------------------------------------------------------ 3 additional * subscribers i.e. * subscriber total capacity * * - ------------------------------------------------------------------------------------------------------------ 4 additional * subscribers i.e. * subscriber total capacity * * - ------------------------------------------------------------------------------------------------------------
3.2.6.2. The offered AuC/EIR hardware has a rated total capacity of 500,000 subscribers based on the values of Authentication and IMEI checking parameters as stated in the IGFR Section 9.2. 3.2.6.3. The Contractor shall provide software licence fees for total capacity of greater than * subscribers in increments of * subscribers subject to confirmation that the hardware can support total capacities greater than * subscribers. 3.2.7. MXE (ICO Option As Defined in Annex 1 of the SOW) 3.2.7.1. The hardware and software are sold together as a complete MXE system -- separation of the hardware and software licensing structure is not possible. 3.2.7.2. The price of additional MXEs, over and above the first optional MXE (included within the SA), including installation, testing and MXE Project Management is shown in Table 14. TABLE 14 - ADDITIONAL MXE AND INSTALLATION PRICE
PRICE NO. DESCRIPTION QUANTITY (US $ 000's) - ------------------------------------------------------------------------------------------------------------ 1 first additional MXE * * - ------------------------------------------------------------------------------------------------------------ 2 second additional MXE * * - ------------------------------------------------------------------------------------------------------------
3.2.8. ICO-IS.41 and IS.41-ICO ILR (ICO Option As Defined in Annex 1 of the SOW) 3.2.8.1. The additional software licence fee for the growth in installed ICO-IS.41 and IS.41-ICO ILR subscriber capacity over and above the initial * subscribers is shown in Table 15. TABLE 15 - ICO-IS.41 & IS.41-ICO ILR CAPACITY EXPANSION PRICE
PRICE NO. DESCRIPTION QUANTITY (US $ 000's) - ------------------------------------------------------------------------------------------------------------ 1 additional * subscribers, i.e. * subscriber total capacity * * - ------------------------------------------------------------------------------------------------------------ 2 additional * subscribers i.e. * subscriber total capacity * * - ------------------------------------------------------------------------------------------------------------ 3 additional * subscribers i.e. * subscriber total capacity * * - ------------------------------------------------------------------------------------------------------------ 4 additional * subscribers i.e. * subscriber total capacity * * - ------------------------------------------------------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 106 3.2.8.2. The offered ILR hardware has been dimensioned to support * subscribers based on the parameter defined in Section 9.2 of the IGFR. The hardware may be able to support * subscribers, however, this is subject to confirmation. 3.2.9. DC Uninterruptable Power Supply System For Switch Systems 3.2.9.1. The purchase and installation prices for DC UPS (2 hour battery back-up) for the MSSC, HLR, AUC/EIR, MXE and ILR (AMPS) are provided in Table 16. TABLE 16 - SWITCH DC UPS AND INSTALLATION PRICES
DC UPS PRICE INSTALLATION PRICE NO. DESCRIPTION QUANTITY (US $ 000'S) (US $ 000'S) - ------------------------------------------------------------------------------------------ 1 MSSC - ------------------------------------------------------------------------------------------ 1.1 For 320 Erlangs * * * - ------------------------------------------------------------------------------------------ 1.2 For 3,200 Erlangs * * * ========================================================================================== 2 HLR * * * ========================================================================================== 3 AUC/EIR * * * ========================================================================================== 4 MXE * * * ========================================================================================== 5 ILR (ICO-IS.41 & IS.41-ICO, * * * PDC-ICO & ICO-PDC)(2) - ------------------------------------------------------------------------------------------
3.2.10. PDC-ICO ILR (ICO Option As Defined in Annex 1 of the SOW) 3.2.10.1. The additional software licence fee for the growth in the installed PDC-ICO and ICO-PDC ILR subscriber capacity over and above the initial * subscribers is shown in Table 17. TABLE 17 - PDC-ICO & ICO-PDC ILR CAPACITY EXPANSION PRICE
PRICE NO. DESCRIPTION QUANTITY (US $ 000's) - -------------------------------------------------------------------------------------------------------------- 1 additional * subscribers, i.e. * subscriber total capacity * * - -------------------------------------------------------------------------------------------------------------- 2 additional * subscribers i.e. * subscriber total capacity * * - -------------------------------------------------------------------------------------------------------------- 3 additional * subscribers i.e. * subscriber total capacity * * - -------------------------------------------------------------------------------------------------------------- 4 additional * subscribers i.e. * subscriber total capacity * * - --------------------------------------------------------------------------------------------------------------
- --------------- (2) The DC UPS for PDC-ICO, ICO-PDC and associated IMSC will be quoted subject to ICO selection of options. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 107 3.2.11. System Integration and Programme Management 3.2.11.1. The Systems Integration and Programme Management (SI&PM) fee for the future expansion of traffic and subscriber capacity is: i. * thousand per annum ii. SI&PM services will be provided at London iii. the SI&PM fee will be charged for the calendar year starting from 12 August 2000 or handover whichever is latest. 3.2.11.2. ICO may terminate the SI&PM services on 6 months notice. 3.3. SPARES 3.3.1.1. The prices for the on-going supply of Spares to ICO for the purposes of maintaining ICO's stock of Spares to enable ICO to achieve the availability standards as defined in Section 8.11 is included within the Warranty prices. 3.3.1.2. The recommended expansion of spares over and above the packages offered in the SA to support the growth of the IGF and to exceed the levels of availability defined in Section 8.11 of the IGFR will be quoted at the time ICO orders additional capacity. 3.4. EXTENDED WARRANTY (ICO OPTION AS DEFINED IN ANNEX 1 OF THE SOW) 3.4.1. SBS Deluxe Support Service 3.4.1.1. The price for the SBS Deluxe Support Service option as specified in Section 5.3 of Annex 1 of the SOW is * for each two year period. 3.4.2. MSSC Deluxe Support Service 3.4.2.1. The price for the MSSC Deluxe Support Service option specified in Section 5.4--covers 12 MSSC, 1 HLR, 1 AuC/EIR and 2 OSS, general purpose workstation hardware and operating systems are not included--of Annex 1 of the SOW is: i. during Year 1 and 2 (ie in the warranty period) * for a 2 year period. ii. during Year 3 and 4, * for a 1 year period thereafter. Note that new MSSC software releases incorporating new functionality are not included within this service. 3.4.2.2. The price of the MSSC Deluxe Support Service will be revised should ICO change the number of nodes in the IGF. 3.4.2.3. The options as defined in Annex 1 of the SOW also have a charge associated with Deluxe support as follows: i. ILRs, for the 1st to 3rd ILR. * per ILR per annum and for the 4th and thereafter US * per ILR per Year ii. MXE, * per Year * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 108 3.4.2.4. The price for the MSSC Deluxe Support Service II option specified in Section 5.5 of Annex 1 of the SOW is as specified in Paragraphs 3.4.2.1, 3.4.2.2 and 3.4.2.3. of this Schedule. 3.4.2.5. Deluxe Support of HPN is priced at * per Year. This price provides one year of depot maintenance for the HPN hardware and software. Depot maintenance support does not include travel which if required will be charged in addition to the basic annual price. General purpose workstation hardware and operating systems are not included in this service. 3.4.3. Extended Basic Warranty 3.4.3.1. The price for the Extended Basic Warranty options specified in Section 5.2.1 of Annex 1 are: i. RFT: * of FOB equipment price excluding NRE and general purpose workstation per annum. The warranty for the TWTs shall be the same as that in clause 40.[16] of the SA. ii. SBS: first year after completion of the warranty period specific to clause 40 of the SA, * per annum for 12 SANs and thereafter * per annum for 12 SAN. iii. MSSC: * of FOB equipment price, excluding NRE and general purpose workstation, per annum. iv. TNM: * of FOB equipment price, excluding NRE and general purpose workstation hardware, per annum. This does not cover general purpose workstation hardware and OS maintenance. v. NMC/SAN OSS: * of FOB Equipment price, excluding NRE and general purpose workstation hardware, per annum. This does not cover general purpose workstation hardware and OS maintenance. 3.5. PRICE ADJUSTMENT 3.5.1. Equipment Price Adjustment Formula 3.5.1.1. This Price Adjustment Formula shall be applied to the equipment described in Sections 3.2.1 to 3.2.10 inclusive and Section 3.3. 3.5.1.2. Application of this price adjustment formula is subject to Section 3.5.3. 3.5.1.3. The Contractor and ICO will negotiate in good faith to finalise the indices: As and Bs and ratios X, Y and Z, within three months of the SA. The Contractor will propose to ICO several options for the indices--shown below in Paragraphs 3.5.14., 3.5.1.5, 3.5.1.6., 3.5.1.7., 3.5.1.8., 3.5.1.8., 3.5.1.9., 3.5.1.10., 3.5.1.11., 3.5.1.12., 3.5.1.13., 3.5.2--and will also provide detail of at least the last three years recorded indices and their sources. 3.5.1.4. Price in year of purchase * 3.5.1.5. NEC - J Indices: Antenna Subsystem: i. "X" = * ii. "Y" = * iii. "Z" = * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 109 iv. Index A = Monthly wholesale price index of metals & related products, Japan v. Index B = Monthly cash earning index (nominal) of regular workers in Manufacturing Industries (Contract Cash Earning), Japan 3.5.1.6. NEC - J Indices: Other Equipment i. "X" = * ii. "Y" = * iii. "Z" = * iv. Index A = Monthly wholesale price index of Electrical Machinery, Japan v. Index B = Monthly cash earning index (nominal) of regular workers in Manufacturing Industries (Contract Cash Earning), Japan 3.5.1.7. The NEC - J indices shall be extracted from "Economics Statistics Monthly" published monthly by the Bank of Japan and be applied to the above formula. Should the indices for the months of new order not be available, then the latest indices obtainable shall be applied. 3.5.1.8. HNS Indices i. "X" = * ii. "Y1" = * (Note that factor "Y" as shown in the formula has, for HNS, been split into two components, "Y1" and "Y2". "B" has also been split into two respectively "B1" and "B2".) iii. "Y2" = * iv. "Z" = * v. Index A = US PPI for Electrical and Electronic Machinery Equipment and Supplies, not seasonally adjusted vi. Index B1 = USA Employment cost index for total compensation, durable goods manufacturing, not seasonally adjusted vii. Index B2 = Electrical/Electronics Industry Wages Index, India 3.5.1.9. The Producer Price Index (PPI) is calculated by US Bureau of Labor, and is widely recognized among business people, economists, statisticians, and accountants for price adjustment clauses in contracts. 3.5.1.10. Index A and B1 will be published by the US Department of Labor Bureau of labor statistics. 3.5.1.11. Index B2 will be defined as described in Paragraph 3.5.1.3. 3.5.1.12. ETL Indices: i. "X" = * ii. "Y" = * iii. "Z" = * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 110 iv. Index A = Telephone Equipment Capital Goods Index, World v. Index B = Electrical Electronics Industry Wages Index, Sweden 3.5.1.13. NEC/A Indices: i. "X" = * ii. "Y" = * iii. "Z" = * iv. Index A = Price index of material as published by Australian Bureau of Statistics Cat. No. 6412.0 group 33 v. Index B = Electrical/Electronics Industry Wages Index, Australia 3.5.2. Basic Price Adjustment Formula for Services 3.5.2.1. This Price Adjustment formula shall be applied to the installation, integration and project management services listed in Sections 3.2.1 to 3.2.11. 3.5.2.2. Application of this price adjustment formula is subject to Section 3.5.3. 3.5.2.3. The Basic Price adjustment formula for service is: * 3.5.2.4. Each member of the Contractor's team price adjustment for services shall use the same wages Indices ("B"s, "B1"s and "B2"s) given in Section 3.5.1 and with the same proportion of B1 and B2 as given in Section 3.5 to make up the 0.8 coefficient. 3.5.3. Application of Pricing Adjustment Formulae 3.5.3.1. For equipment orderS placed by ICO on, or before, 31 March 1998 for a) delivery, installation and integration with the initial purchase in the year 2000 and b) where the capacities do not exceed ICO's projected year 2002 requirements, the Not To Exceed price of the equipment, installation and integration shall be determined in accordance with the prices described in Section 3.2.1 to 3.2.10 inclusive without application of the Price Adjustment formula described in Section 3.5.1 and 3.5.2. The actual price of the equipment, installation and integration shall be agreed at the date ICO places the order and shall take into account the then prevailing market conditions and not exceeding the prices charged to other customers ordering similar quantities of similar types of equipment. 3.5.3.2. For equipment orders placed by ICO: i. on, or after, 1 April 1998, or ii. for delivery, installation and integration after year 2000 or iii. in excess of ICO's projected year 2002 requirements. The Price Adjustment formulae in Section 3.5.1 and 3.5.2 shall apply unless the actual price adjustment on or after 1 April 1998 exceeds three times or more the average annual adjustment rate during the period March 1995 to March 1997, determined using the Price Adjustment formulae in Section 3.5.1 and 3.5.2. In such event the actual price shall be determined taking into account the then prevailing market * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 111 conditions and not exceeding the prices charged to other customers ordering similar quantities of similar types of equipment 3.6 PAYMENT SCHEDULE 3.6.1.1. The equipment payment terms shall be: i. * of value on order ii. * of value on shipment iii. * of value on acceptance 3.6.1.2. The installation and SI&PM charges payment terms shall be: i. * of value on order ii. * of the value in equal monthly instalments, in arrears, during the duration of the programme iii. * of value upon acceptance. 3.6.1.3. The spares payment terms shall be: i. * of the value on order ii. * on delivery to the specified site. 4. EQUIPMENT ORDER PROCESS 4.1. NORMAL PROCESS 4.1.1.1. The Contractor and the Purchaser agree to develop a process for handling the ordering and delivery of equipment. The main principles of the process are detailed in the following paragraphs. Items in [] are subject to review during the development of the process. 4.1.1.2. ICO will provide the Contractor(s) with a rolling forecast of future demand estimates [the format for this is as per Table 1 of Annex 1 of the SOW]. The forecast will be revised on an [annual] basis and supplied to the Contractor(s) on [Specific date]. 4.1.1.3. ICO will place specific orders for equipment on Contractor(s)] in the [format specified in Table 1 of Annex 1, showing separately the total installed capacity, the incremental capacity and the final installed capacity after the purchase.] The total incremental capacity to be supplied under the order for all sites shall be used for the calculation of the price as defined in Section 3. 4.1.1.4. The FOB date shall be within nine months of receipt of order from ICO. 4.1.1.5. Contractor(s) shall be responsible for the management and co-ordination of all contractor staff and the successful installation, testing and bringing into service of the new tranche of equipment at each site. 4.1.1.6. The installation and test schedule will be agreed at the time of the placement of the order. The installation and acceptance shall be completed no more than 6 months after the delivery of equipment to the site unless agreed by ICO. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 112 4.1.1.7. Contractor(s) shall plan in advance with ICO to minimise any downtime required for installation of expansion blocks. The Contractor shall work with ICO/Operator to schedule the downtime in appropriate time of day for ICO's business purposes. 4.2. EXPEDITED PROCESS 4.2.1.1. ICO may request at any time an expedited order, delivery and bringing into service capacity expansion. 4.2.1.2. The Contractor will make all reasonable efforts to provide shortened delivery lead times for all, or part, of the order, as requested. 4.2.1.3. ICO can negotiate and give contractor incentives to shorten the lead time from receipt of order to bringing into shipment(FOB) and installation and bringing into service. 4.2.1.4. The expedited process may apply to partial shipments of a normal order or to a special purpose order which ICO may raise. 5. PRICING OF SOFTWARE RELEASES 5.1. GENERAL PRINCIPLES 5.1.1.1. Contractor(s) will provide ICO with releases of operating software on "as need be" basis or upon new feature release that has been purchased by ICO except switch(MSSC) subsystem software. 5.1.1.2. Contractor will provide regular releases of operating software for Switch(MSSC) subsystem which will provide new functionality in accordance with Supply Agreement. 5.1.1.3. The software releases will include fixes to faults, a basic package of new functionality and a range of optional features. 5.1.1.4. The price schedule of the new software releases will be submitted separately 90 days in advance of the new releases. 5.2. MSSC SOFTWARE UPGRADE PRICING 5.2.1.1. The pricing per annum for subscription to the standard CME 20 (MSSC) Software release programme for the period 1 January 2001 until December 2003 is as shown in Table 19. The price for the upgrade depends upon the size of network. TABLE 19 -- MSSC SOFTWARE UPGRADE PRICING
- ------------------------------------------------------- NODE PRICING PRICE PER PARAMETER ANNUM (US $) - ------------------------------------------------------- * - ------------------------------------------------------- * - -------------------------------------------------------
5.2.1.2. The above pricing is firm fixed price for the three year term. Subsequent pricing will be negotiated at the end of the three year term and will be linked to an index to be agreed. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 113 5.2.1.3. The above software subscription provides ICO with the right to all basic software upgrades for the MSSC and HLR nodes which are made available within the subscription period. ICO may also choose to purchase optional features in addition. 5.2.1.4. Note that the above prices exclude any installation and materials costs which may be charged and which will be quoted at the time of upgrade. 5.2.1.5. The annual MSSC software subscription is subject to the discount structure shown in Table 20 based on the total number of installed Exchange Terminating Circuits (ETCs) in the ICO network at the start of the subscription year. TABLE 20 - MSSC SOFTWARE DISCOUNT STRUCTURE
Number of ETCs in IGF <500 500-999 1,000-1,999 2,000-2,999 3,000-3,999 >4,000 --------------------- ---- ------- ----------- ----------- ----------- ------ *
5.2.1.6. The annual HLR software subscription is subject to the discount structure per HLR as shown in Table 21, based on the number of registered subscribers in the ICO network at the start of the subscription year. TABLE 21 - HLR SOFTWARE DISCOUNT STRUCTURE
Thousands of subscribers in the HLR <150 150-299 300-599 600-899 900-1,299 >1,300 --------------------- ---- ------- ------- ------- --------- ------ *
6. PRICING AND PROCESS FOR DEVELOPMENT OF ICO SPECIFIC FUNCTIONALITY 6.1. INTRODUCTION 6.1.1.1. The Contractor recognises that ICO will require the on-going development of ICO specific functionality and agrees to develop a process to support ICO's continued development. 6.1.1.2. The process and costs of development and integration of Future Requirements will be developed using the concepts as described in Section 6.2, 6.3, 6.4 and 6.5. 6.2. FEASIBILITY STUDY 6.2.1.1. ICO will request the Contractor(s) to undertake a feasibility study for a particular element of functionality. The process that shall be followed is: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 114 i. ICO and the Contractor(s) will hold functionality development meetings on as need be basis either initiated by ICO or by the Contractor. ICO will provide a forecast, short and long term, of the ICO specific functionality that may be required. ii. ICO will request the Contractor to provide "rough order of magnitude" costs (ROM) and the development and installation schedule for ICO selected functions. 6.2.1.2. The Contractor shall either: i. deliver a rough order of magnitude cost, including a program for the development of the functionality including the detailed specification, and the program for installation and integration of the functionality. ii. or provide a commitment to delivering a Firm Fixed Price, including development, testing and installation schedule on an agreed upon schedule between ICO and contractor. 6.3. DELIVERY 6.3.1.1. The delivery of the additional functionality shall be completed on an agreed upon schedule between ICO and the contractor. 6.3.1.2. The programme for delivery shall include milestones as appropriate to the needs of each development and may include, but are not limited to: i. design review meeting ii. critical design review meeting iii. test plan review iv. rollout plan review v. installation plan vi. acceptance and handover plan 6.4. ICO SPECIFIC FUNCTIONALITY PRICING 6.4.1.1. The Contractor shall provide ICO firm fixed price information that includes: i. Non-recurring expenditure where appropriate ii. equipment prices iii. spares iv. software licenses v. installation and testing vi. project management and systems integration vii. warranty viii. payment schedule. 115 6.5. PRICE METHODOLOGY 6.5.1.1. In order to establish the firm fixed price for ICO specific functionality, the price level shall be agreed in the following manner. i. Normal commercial negotiations following submission of technical and commercial proposals ii. Price justification initially based on the prices included in the Contractor's Supply Agreement and taking into consideration any changes in exchange rates and agreed escalation formulae iii. If agreement cannot be reached on the above basis further price justification will be provided based on world-wide market price comparisons. iv. If agreement cannot be reached the Contractor will provide detailed estimates of the work to be performed with corresponding hardware, software and manpower costings. 116 APPENDIX-1 117 GRAND TOTAL * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 118 SBS * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 119 SBS * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 120 RFT * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 121 RFT * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 122 PCS * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 123 Switch * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 124 Switch * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 125 Switch * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 126 TNM TNM PURCHASE OPTIONS * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 127 TNM * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 128 TNM * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 129 NMS SRMC * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 130 NMS SRMC * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 131 STE * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 132 SI & PM * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 133 AX & B * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 134 APPENDIX-2 * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 135 I. PRICE SUMMARY (IN THOUSAND US$) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 136 II.1 PRICE SUMMARY (NRE) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 137 II.2 PRICE SUMMARY (HARDWARE) (IN THOUSAND US$) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 138 11.3 PRICE SUMMARY (SOFTWARE LICENCE) (IN THOUSAND US$) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 139 II.4 PRICE SUMMARY (SERVICES) (IN THOUSAND US$) * \ * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 140 II.5 PRICE SUMMARY PAGES * [5 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 141 142 143 III.1 RFT PRICE LIST * [11 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 144 * 145 * 146 * 147 * 148 * 149 III.2 SBS PRICE LIST * [12 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 150 * 151 * 152 * 153 * 154 * 155 * [III.3 PCS PRICE LIST 1 PAGE HAS BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 156 III.1 RFT PRICE LIST * [2 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 157 III.4 SWITCH PRICE LIST * [8 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 158 * 159 * 160 * 161 III.5 TNM PRICE LIST * [4 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 162 * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 163 III.2 SBS PRICE LIST * [2 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 164 III.6 NMC/SRMC/SAN-OSS PRICE LIST PAGES * [5 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 165 * 166 * 167 III.7 SPECIAL TEST EQUIPMENT (STE) * [3 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 168 III.8 SYSTEM INTEGRATION & PROJECT MANAGEMENT * [1 PAGE HAS BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 169 * [III.9 AX+B PRICE LIST 6 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 170 * 171 * 172 * 173 * 174 * 175 APPENDIX-3 176 1. CONDITIONS OF PRICE ESTIMATION 1.1. VALIDITY OF ESTIMATES 1.1.1.1. This price schedule is prepared on the understanding that the agreement should be made at the same time of S/A, which is expected to be signed on 15 February 1997. 1.2. ESTIMATED MAN-POWER 1.2.1.1. The Man-Power is estimated in accordance with the following assumptions: i. Working hours: 8 hours per day ii. Working days: 5 days per week iii. National holidays at the site are not defined as working day, they are considered a Holiday. Only national holidays in the country of the site shall be considered as holidays. iv. Duration is estimated by calendar day including travelling duration 1.3. TEST EQUIPMENT 1.3.1.1. The necessary test equipment, especially Special Test Equipment (STE), are listed as an ICONET Integration work separately from IGF testing are defined in Section 2 of the Price Schedule. Some modification on the number of test equipment may be necessary according to the ICONET Integration schedule. 1.4. PRICING AND MANPOWER ESTIMATES 1.4.1.1. The Plan-1 and Plan-2 shown in Table 1 - ICONET Integration Price Summary, indicate the estimated price. 1.4.1.2. Table 2 shows the estimated travel time for undertaking the ICONET Integration test plan. 1.4.1.3. The estimated manpower to undertake the ICONET Integration is defined in Annex 9 of the SOW. 1.4.1.4. The average monthly cost per man inclusive of subsistence is, * . 1.4.1.5. Section 3.5.2 of the Price Schedule shall not apply to the rates/estimates specified in A.1.4.1.4 or Table 1. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Author: M Coggin Appendix 3 Page 2 177 TABLE 1 - ESTIMATED ICONET INTEGRATION PRICE (US $'000s) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Author: M Coggin Appendix 3 Page 3 178 * TABLE 2 - ESTIMATED TRAVEL MAN-TIME FOR ICONET INTEGRATION (MAN - TIMES) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Appendix 3 Page 4 179 * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Appendix 3 Page 5 180 * TABLE 3 - ESTIMATED DOCUMENT PREPARATION FEE FOR ICONET INTEGRATION (K$) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Appendix 3 Page 6 181 * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. Appendix 3 Page 7 182 SCHEDULE 10: VENDOR FINANCING SUMMARY 183 ICO/NEC TEAM VENDOR FINANCING SUMMARY OF TERMS AND CONDITIONS Revision 15.02.97 Following ICO/NEC Team meeting PREAMBLE: This is a short summary of the principal terms on which it is proposed that, subject to board approvals of the NEC Team (comprising NEC Corporation, Hughes Network Systems and Ericsson Ltd) and to contract, vendor financing will be made available by the NEC Team to ICO. It supersedes any earlier proposals by any of the NEC Team. The parties agree to negotiate the terms and conditions in good faith with a view to completing the anticipated financing within the spirit of this summary of these terms and conditions by the end of 1997. It is intended that this term sheet, subject to any amendments and additions which the parties may agree, will be annexed to the Supply Agreement when it is signed and that long form documentation will be negotiated and agreed after that in the same time frame as for the ICO Group's senior bank financing. BORROWER: ICO Global Communications (Operations) Ltd. ("BORROWER"). LENDER: NEC Corporation ("NEC" or "LENDER"). GUARANTORS: ICO Global Communications (Holdings) Ltd. ("HOLDINGS") and its material subsidiary undertakings and associated entities (each a "GUARANTOR"). In this term sheet, "ICO GROUP" means Holdings and its subsidiary undertakings from time to time. PURPOSE: Vendor financing of part of the price for equipment and engineering services to be provided by the NEC Team under the Supply Agreement. MAXIMUM AGGREGATE The maximum aggregate of all Financed Invoices (as defined FINANCING AMOUNT: below) issued shall not exceed the lesser of 25% of the [aggregate total price] (before any adjustments) as specified in Supply Agreement and US$184 million (such lesser amount "THE MAXIMUM AGGREGATE FINANCING AMOUNT"). 1 184 UTILISATION: All equipment and engineering services to be provided under the Supply Agreement excluding optional items and other adjustments ("DELIVERABLES") scheduled to be provided under the Supply Agreement up to and including the 1st calendar quarter of 1998 will be invoiced and paid for 100% in cash in accordance with the terms of the Supply Agreement. In respect of subsequent Deliverables scheduled to be provided after that, a percentage of the contract amount for them will be financed by Lender. The remainder will be invoiced and paid in cash in accordance with the terms of the Supply Agreement. (This is subject to the next section relating to Transferred Assets). The percentage to be financed will differ depending upon whether the Deliverables comprise equipment or engineering services and depending upon which NEC Team member has provided them. The (six) different percentages will be fixed so as to ensure that up to the Maximum Aggregate Financing Amount is financed, in the appropriate proportions referable to the three NEC Team members. A single invoice (each a "FINANCED INVOICE") shall be issued by NEC at the end of each calendar quarter for the financed portion of all Deliverables in that quarter. The principal amount of all Financed Invoices outstanding from time to time is referred to in this term sheet as "THE FINANCING AMOUNT". TRANSFERRED ASSETS: It is intended that the Supply Agreement will allow for the transfer of equipment and the provision of engineering services to eligible third parties nominated by Borrower. Any such nomination: - must comprise of one or more distinct SANs (or other complete items of equipment) and all related materials, equipment and engineering services; and - must be notified to Lender as soon as reasonably practicable and (if Borrower wishes Lender to make available, or continue to make available, finance in respect of such Transferred Assets) at least three months before the transfer or provision to the third party. Any equipment and services which are, or are to be, transferred or provided to third parties in this way in accordance with the Supply Agreement are referred to in this term sheet as "TRANSFERRED ASSETS". Borrower shall remain fully liable in respect of any 2 185 payments to be made in respect of any Transferred Assets. Borrower shall fully indemnify each member of the NEC Team against any consequences of the transfer or provision to third parties, including without limitation currency exposure and other costs and expenses incurred. Lender's commitment to provide financing as set out above shall still apply to any Transferred Assets if: - the third party concerned is, or is controlled by, a Guarantor; and - any equipment transferred remains beneficially owned by a Guarantor and becomes subject to Lender's first priority security as referred to below. In the case of any other Transferred Assets, Lender's commitment to provide financing as set out above shall not apply; but the NEC Team shall consider in good faith any request made by Borrower to provide financing in respect of such Assets. Immediately on the relevant third party nomination being made. Borrower shall (unless the NEC Team agrees otherwise in response to a request as above) prepay any Financed Invoices if and to the extent that they related to the Transferred Assets involved and the Maximum Aggregate Financing Amount shall be reduced by 25% of their total value as invoiced by NEC. INTEREST RATE AND Interest on the Financing Amount will be payable quarterly PAYMENT: in arrears in cash in US$ at a rate of six-month US$ LIBOR plus 200 basis points. PREPAYMENT: The circumstances in which prepayments must be made are to be discussed. Borrower will be entitled to prepay at any time on reasonable notice subject to a minimum of US$5 million, with payment of breakage costs where applicable but with no penalty. MATURITY AND Each Financed Invoice will be payable in cash in US$ on the REPAYMENTS third anniversary of the date of invoice. SECURITY: NEC will not have ICO shareholder guarantees or other outside credit support. NEC will be granted security over all assets owned legally or beneficially by any member of the ICO Group, such security to rank first in priority alongside and pari passu with other first priority senior lenders. NEC will share voting and enforcement rights in respect of such 3 186 security with those other senior lenders on a pro rata basis. But NEC will in any event be entitled to enforce its security, if it is minded to do so, if six months elapses after an event of default occurs and it is not cured; or if two payment defaults occur within any period of 12 months. Other inter-creditor arrangements will be agreed; but nothing in those arrangements will limit NEC's contractual rights under the Supply Agreement and this financing. The inter-creditor arrangements must provide that lenders enjoying the benefit of ICO shareholder guarantees or other outside credit support will look first to those (rather than to the security) to satisfy ICO's obligations to them in the event of default. CONDITIONS The availability of the financing generally, and each PRECEDENT: utilisation by way of a Financed Invoice, will be subject to various conditions precedent. These are to be agreed, but they will include those which are either customary in credit agreements for major financings or otherwise reasonably considered appropriate by the NEC Team in this case. They will include: - approval by Holdings' board of ICO business plan dated February 3, 1997 and NEC Team receipt and review of, and reasonable concurrence with that business plan; and - certain reasonable criteria (yet to be determined, but intended insofar as practicable to be objective rather than subjective) relating to the satellites intended to form part of the ICONET system. REPRESENTATIONS Borrower and each Guarantor will make, and agree to repeat AND WARRANTIES: during the term, certain representations and warranties. These have yet to be finalised, but they will include those which are customary in credit agreements for major financings and others reasonably considered appropriate by the NEC Team in this case. They will be subject to agreed disclosure, including relating to the [TRW litigation]. UNDERTAKINGS: Borrower will give various undertakings. These have yet to be finalised, but they will include those customary in credit agreements for major financings and others reasonably considered appropriate by the NEC Team in this context. They will include, without limitation, appropriate financial ratio undertakings 4 187 EVENTS OF DEFAULT: The agreement will specify a number of events of default relating to Borrower and other members of the ICO Group. These will include those customary in credit agreements for major financings and others reasonably considered appropriate by the NEC Team in this context. Upon the occurrence of any event of default (taking into account any customary grace and remedy periods). Lender may cancel its commitment and/or demand immediate repayment of all Financed Invoices and other outstanding amounts and/or, subject to the terms of the inter-creditor arrangements, enforce its security. INDEMNIFICATION: Borrower will indemnify each member of the NEC Team against all losses, liabilities, claims, proceedings, damages, costs and expenses relating to this financing, except to the extent they result from the indemnified party's gross negligence or wilful default. MANAGEMENT/COMMIT- 150 basis points, calculated in US$ by reference to the MENT FEE: initial Maximum Aggregate Financing Amount. One half of this fee shall be payable by Borrower to NEC in cash on signing of the Supply Agreement. The second half shall be payable by Borrower to NEC in cash on 1 January 1998, together with interest at the rate of 12 month US$ LIBOR plus 200 basis points for the period from the date of the Supply Agreement up to the date of payment. EXPENSES: Borrower will pay all legal and other out-of-pocket expenses of each member of the NEC Team related to any enforcements of this financing transaction. TRANSFER AND Lender will have the right, and Borrower acknowledges the ASSIGNMENTS: NEC Team's intention, to transfer or sell participations in its commitments and/or in the Financing Amount. Assignments will be allowed, subject to Borrower's consent, not to be unreasonably withheld. References to NEC, NEC Team and Lender shall, where appropriate, include transferees and assignees. GOVERNING LAW: English law and jurisdiction of English courts, with security documentation governed by local law(s) and/or allowing for local jurisdiction to the extent considered necessary or desirable by the NEC Team. DOCUMENTATION: The long form documentation will include all customary financing agreement provisions reasonably considered appropriate by the NEC Team and as negotiated and agreed by Borrower. 5 188 It is acknowledged by both sides that this summary deals only with the points currently considered to be the principal ones. Further provisions and issues will arise in the negotiation of the long form documentation. 6 189 SCHEDULE 11: PAYMENT SCHEDULE 190 PAYMENT SCHEDULE 1. INTRODUCTION 1.1 Instalments of the Price shall become payable by ICO to the Contractor in accordance with the following provisions of this Payment Schedule. 1.2 In this Payment Schedule, the following expressions shall refer to the relevant categories or, as the case may be, sub-categories as identified in the Price List: NRE Hardware Software Licence Services and its sub-categories as identified in sheet II.6 Price Summary (Services - Break Down) in the Price List: Installation and Testing Project Management Additional Warranty Freight & Insurance Training Services (as a sub-category of Services in relation to SBS) In Country Services System Integration Test Installation Test Project Management and System Integration Supervision & Co-ordination of Delivery and Transportation 1.3 In this Payment Schedule, each of the following expressions shall refer to the relevant sub-system as identified in the Price List: RFT SBS PCS SWITCH TNM 1 191 NMC/SRMC SAN-OSS ("NMS") STE SI&PM AX+B 1.4 In this Payment Schedule the following definitions are used in addition to those prevailing in the remainder of this Agreement: "Engineering Portion" means those parts of the Price attributable to NRE and Services (except for Freight & Insurance and Additional Warranty). "Equipment Portion" means those parts of the Price attributable to Hardware; Software Licence; and Freight & Insurance and Additional Warranty. "Price List" means the detailed price list contained in appendix 2 of Schedule 6 to this Agreement. "Site" means each of the following sites as identified in the Price List, namely SAN ICO-NET (a generic term referring to the IGF and common infrastructure not an actual site), SAN USA, SAN Australia, SAN Germany, SAN South Africa, SAN India, SAN Brazil, SAN Chile, SAN Mexico, SAN UAE, SAN Indonesia, SAN China, SAN Korea, NMC Primary and NMC Back-up. "Sub-System" means each of RFT, SBS, PCS, SWITCH, TNM, NMC/SRMC SAN-OSS ("NMS"), STE. SI and PM. and AX+B. "Sub-System Amount" in relation to any Sub-System means that part of the Engineering Portion or the Equipment Portion (as the case may be) attributable in accordance with the Price List to that Sub-System. 2. EQUIPMENT PORTION 2.1 Instalments of the Equipment Portion shall become payable as follows: 2.1.1 On the date of this Agreement, * of the Equipment Portion for all Sub-Systems. 2.1.2 On completion of the Preliminary Design Review (as defined in the Statement of Work) of all relevant elements in any Sub-System, 5% of the relevant Sub-System Amount. Since there will not be a Preliminary Design Review for RFT, 5% of the relevant Sub-System Amount for that Sub-System shall be paid on completion of the Final Design * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 2 192 Review (as defined in the Statement of Work) of all relevant elements of the RFT Sub-System (which may have already occurred) in addition to the amount then payable as specified in clause 2.1.3 below. In relation to the SWITCH Sub-System, the Preliminary Design Review for R 8 (as defined in the Statement of Work) is for these purposes to be treated as the Preliminary Design Review for the MSSC/VLR, AuC/EIR and HLR elements, each as identified in the Statement of Work; each of the OSS and HPN elements, as so identified, has its own Preliminary Design Review. There is no separate Preliminary Design Review for the AX+B Sub-System, because each element in it is referable to one of the other Sub-Systems. For the purposes of this clause 2.1.2, * of the Sub-System amount referable to each element of the AX+B Sub-System shall be payable when the * payment being made under this clause in respect of the other Sub-System to which such element is referable shall be payable or, if later, when the Preliminary Design Review for that element is completed. 2.1.3 On completion of the Final Design Review (as defined in the Statement of Work) of all relevant elements in any Sub-System, * of the relevant Sub-System Amount. In relation to the SWITCH Sub-System, the Final Design Review for R 8 (as defined in the Statement of Work) is for these purposes to be treated as the Final Design Review for the MSSC/VLR. AuC/EIR and HLR elements, each as identified in the Statement of Work: each of the OSS and HPN elements, as so identified, has its own Final Design Review. There is no separate Final Design Review for the AX+B Sub-System, because each element in it is referable to one of the other Sub-Systems. For the purposes of this clause 2.1.3, * of the Sub-System amount referable to each element of the AX+B Sub-System shall be payable when the * payment being made under this clause in respect of the other Sub-System to which such element is referable shall be payable or, if later, when the Final Design Review for that element is completed. 2.1.4 On completion of the production of * of any Sub-System applicable to a Site, * of the relevant Sub-System Amount referable to that Site. For the purposes of this clause 2.1.4. "completion of the production of * of any Sub-System applicable to a Site" shall be deemed to have occurred when * (by value calculated in accordance with the Price List) of the Hardware comprised in that Sub-System which is to be delivered to that Site has either been shipped (as evidenced * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 3 193 by a bill of lading or equivalent shipping document) or, in the case of Hardware being delivered other than via ship or plane, otherwise been delivered to the Site. 2.1.5 On shipment (as evidenced by a bill of lading or equivalent shipping document) of any item of Hardware, or in the case of Hardware being delivered other than via ship or plane its delivery to the relevant Site, * of the relevant Sub-System Amount referable to that Hardware. For purposes of this clause 2.1.5, the proportion of any Sub-System Amount referable to any Hardware being delivered to any Site shall be the same proportion of the Sub-System Amount (including the elements attributable to Hardware, Software Licence, Freight & Insurance and Additional Warranty) as the proportion which such Hardware represents in terms of value (as calculated by reference to the Price List) to all of the Hardware forming part of the relevant Sub-System which is to be delivered to that Site pursuant to this Agreement. 2.1.6 On delivery of any Hardware to a Site, * of the relevant Sub-System Amount referable to that Hardware. For the purposes of this clause 2.1.6, the proportion of any Sub-System Amount referable to any Hardware being delivered to any Site shall be the same proportion of the Sub-System Amount (including the elements attributable to Hardware, Software Licence, Freight & Insurance and Additional Warranty) as the proportion which such Hardware represents in terms of value (as calculated by reference to the Price List) to all of the Hardware forming part of the relevant Sub-System which is being delivered to that Site pursuant to this Agreement: and in the case of Hardware in respect of which a bill of lading (or equivalent shipping document) is issued, delivery to the Site shall be deemed to occur two months after the date of that bill of lading (or equivalent shipping document). 2.1.7 On completion of the installation of * of any Sub-System (or in the case of NMS and AX+B, any element of a Sub-System) applicable to a Site, * of the relevant Sub-System Amount referable to that Site (and, in the case of NMS and AX+B, referable to the relevant element of the Sub-System). For the purpose of this clause 2.1.7, "completion of the installation of * of any Sub-System (or in the case of NMS and AX+B, any element of a Sub-System) applicable to a Site" shall be defined as and be deemed to occur on the date being in the case of a Sub-System (or in the case of NMS and AX+B, the relevant element of the Sub-System) consisting of a: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 4 194 2.1.7.1 RFT: 3 months after the commencement of installation. 2.1.7.2 TNM: 1 month after the commencement of installation. 2.1.7.3 NMS: 1 month after the commencement of installation in respect of SAN-OSS including SRMC functions and TMOS WS and 5 months after the commencement of the installation in respect of NMC Primary and NMC Back-up. 2.1.7.4 SBS: 1 month after the commencement of installation. 2.1.7.5 SW: 2 months after the commencement of installation. 2.1.7.6 PCS: 3 months after the commencement of the installation. 2.1.7.7 STE: 1 month after the commencement of the installation. 2.1.7.1 AX+B Each element in the AX+B Sub-System is referable to one of the other Sub-Systems or, in the case of NMS, an element of another Sub-System. For the purposes of this clause 2.1.7.1, completion of * of the installation of each element of the AX+B Sub-System applicable to a Site shall be deemed to occur under this clause when completion of * of the installation at that Site in respect of the other Sub-System, or as the case may be element from another Sub-System, to which such element of the AX+B Sub-System is referable shall be deemed to have occurred. For the purposes of this clause 2.1.7, "commencement of installation" in relation to any Sub-System (or in the case of NMS, the relevant part of a Sub-System) at any Site shall be defined as and be deemed to occur on the actual date when installation of such Sub-System (or, as the case may be, part of a Sub-System) commenced at that Site or, in a case where any of the Hardware forming part of that Sub-System (or, as the case may be, part of a Sub-System) has been delivered to that Site in circumstances where the Site is not available by the appropriate Ready for Access Date as required by the Supply Agreement, the date of arrival of that Hardware at that Site. 2.1.8 On Level 2 Handover Date, * of the Equipment Portion of all Sub-Systems. 2.2 In case of delay due to NEC Team's responsibility, payment will start from the actual occurrence of each event. In case of delay due to ICO's responsibility, the original schedule will be kept. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 5 195 2.3 It is the intention of the parties that the above provisions cover 100%, no more and no less, of all of the Equipment Portion. If and to the extent that any part of the Equipment Portion is not covered by them, the parties shall negotiate in good faith to agree the basis on which the missing part is to be paid, which shall so far as possible be consonant with the instalment provisions set out above. To the extent that they cannot so agree, the missing part shall be payable on or before the Level 2 Handover Date. 3. ENGINEERING PORTION 3.1 Instalments of the Engineering Portion shall become payable as follows: 3.1.1 On the date of this Agreement, * of the Engineering Portion for all Sub-Systems. 3.1.2 80% of the Engineering Portion referable to each element (that is, NRE and each sub-category of Services except for Freight & Insurance and Additional Warranty) shall be payable by quarterly instalments on the relevant basis as set out in whichever of clauses 3.1.2.1 to 3.1.2.4 applies to such element. Each of those clauses refers to equal quarterly instalments being payable during a period. In each case, the intention is that there shall be as many instalments as there are scheduled at the outset (that is, as shown in the Master level Schedule as at the date of this Agreement) to be complete quarters -- that is, complete periods of three months -- in the relevant period. So if the period is shown in the Master Level Schedule as at the date of this Agreement as being 14 months, there will be four instalments. The first instalment shall be paid at the end of the first quarter in the period; the second at the end of the second quarter and so on. However, the final instalment shall be paid at the end of the period when it actually occurs (rather than when it was at the outset scheduled to occur), even if that is not at the end of a complete quarter. By way of example, if a period starting on January 15 which was at the outset scheduled to be 14 months in fact lasts for 16 months and five days, the instalments shall be payable at the end of the 3rd, 6th and 9 months (that is, on April 14, July 14 and October 14 in the same year) and after 16 months and five days (that is, May 19 in the next year) respectively. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 6 196 3.1.2.1 First basis: * of the Engineering Portion for all Sub-Systems referable to NRE shall be payable in equal quarterly instalments during the period from the date of this Agreement up to and including the scheduled date of the last shipment of any of the Hardware (as shown in the Master Level Schedule as at the date of this Agreement). 3.1.2.2 Second basis: * of the Engineering Portion for all Sub-Systems referable to those of the Services listed in clause 3.2.2 below shall be payable in equal quarterly instalments during the period from the date of this Agreement up to and including the scheduled date of the Level 2 Handover Date (as shown in the Master Level Schedule as at the date of this Agreement). 3.1.2.3 Third basis: * of the Engineering Portion for each Sub-System for each Site referable to those of the Services listed in clause 3.2.3 below shall be payable in equal quarterly instalments during the period from the scheduled commencement of installation of the Sub-System at that Site through to the scheduled completion of the test (phase 2.1) in respect of that Sub-System at that Site (both as shown in the Master Level Schedule as at the date of this Agreement). 3.1.2.4 Fourth basis: * of the Engineering Portion for each Sub-System for each Site referable to those of the Services listed in clause 3.2.4 shall be payable in equal quarterly instalments for the period from the scheduled commencement of the provision of that Service in respect of that Sub-System at that Site up to the scheduled completion of that provision (both as shown in the Master Level Schedule as at the date of this Agreement). 3.1.3 On the Level 2 Handover Date, * of the Engineering Portion for all Sub-Systems. 3.2.1 The first basis set out in clause 3.1.2.1 shall not apply to any Services. 3.2.2 The second basis set out in clause 3.1.2.2 shall apply to the following Services: Project Management and System Integration. 3.2.3 The third basis set out in clause 3.1.2.3 shall apply to the following Services: Installation and Testing; System Integration Test; Installation; Test: Supervision & Co-ordination of Delivery and Transportation; Services (as a sub-category of Services in relation to SBS) and In-Country Services. 3.2.4 The fourth basis set out in clause 3.1.2.4 shall apply to the following Services: Training. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 7 197 3.3 In case of delay due to NEC Team's responsibility, payment will start from the actual occurrence of each event. In case of delay due to ICO's responsibility, the original schedule will be kept. 3.4 It is the intention of the parties that the above provisions cover 100%, no more and no less, of all of the Engineering Portion. If and to the extent that any part of the Engineering Portion is not covered by them, the parties shall negotiate in good faith to agree the basis on which the missing part is to be paid, which shall so far as possible be consonant with the instalment provisions set out above. To the extent that they cannot so agree, the missing part shall be payable on or before the Level 2 Handover Date. 4. MISCELLANEOUS 4.1 The Contractor shall comply with its obligations under clause 19 of this Agreement as regards reporting to ICO on the actual progress of the Works. 4.2 At any time, by reason of an exercise of an option by ICO or otherwise, the Contractor becomes obliged to provide to ICO pursuant to this Agreement any additional item (whether goods or services), then subject to any agreement between the parties to the contrary it shall be treated as part of the relevant Sub-System deliverable to the relevant Site. The applicable price for such item shall be treated as part of the Equipment Portion or the Engineering Portion, as the case may be and shall be payable in accordance with the provisions of this Payment Schedule. Accordingly, * of its price shall be payable immediately (pursuant to clause 2.1.1 or 3.1.1, as the case may be) and any other part of the price which has already become due shall also be immediately payable. 4.3 Payments in respect of ICONET Integration shall be payable in accordance with clause 14 of this Agreement. 4.4 There is attached to this Payment Schedule a Payment Schedule Classification, based on the Price List, to facilitate invoicing under this Agreement. In the event of any conflict between the Price List and the Payment Schedule Classification, the Price List shall prevail. 4.5 Clause 16.2 of this Agreement refers to appropriate supporting paperwork which must accompany any Cash Invoice. The parties agree to negotiate in good faith with a view to signing a written memorandum within 60 days of the date of this Agreement specifying what supporting paperwork will be deemed appropriate for each category of payment under this Payment Schedule and clause 14 of this Agreement. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 8 198 I. PAYMENT SCHEDULE CLASSIFICATION SUMMARY (IN THOUSAND US$) * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 199 * [III.1 RFT PRICE LIST 2 PAGES HAS BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 200 III.1 PAYMENT SCHEDULE CLASSIFICATION - RFT * [5 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 201 * 202 * 203 III.2 PAYMENT SCHEDULE CLASSIFICATION - SBS * [3 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 204 * 205 III.3 PAYMENT SCHEDULE CLASSIFICATION - PCS * [1 PAGE HAS BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 206 III.4 PAYMENT SCHEDULE CLASSIFICATION - SWITCH * [6 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 207 * 208 * 209 III.5 PAYMENT SCHEDULE CLASSIFICATION - TNM * [3 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 210 * 211 III.6 PAYMENT SCHEDULE CLASSIFICATION - NMC/SRMC/SAN-OSS * [2 PAGES BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 212 III.7 SPECIAL TEST EQUIPMENT (STE) (IN THOUSAND US$) * [3 PAGES BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 213 III.8 SYSTEM INTEGRATION & PROJECT MANAGEMENT (IN THOUSAND US$) * [1 PAGE HAS BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 214 III. 9 AX+B PRICE LIST (IN THOUSAND US$) * [10 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 215 * 216 * 217 * 218 * 219 [BLANK] 220 SCHEDULE 12: ACCEPTANCE CERTIFICATE 221 SCHEDULE: FINAL ACCEPTANCE CERTIFICATE Date _________________ 2000 NEC Corporation 7-1, Shiba 5-Chome, Minato-ku Tokyo 108-01 Japan Supply Agreement Between NEC Corporation and ICO Global Communications (Operations) Limited (Contract Number ICOO/97-1016/GW) dated _____ March 1997 This Final Acceptance Certificate is issued to NEC Corporation (the Contractor) by ICO Global Communications (Operations) Limited (ICO) to record ICO's acceptance of the Contractor having satisfied, in accordance with clause 35 of the Supply Agreement, the Level 2 Acceptance Criteria for the Deliverables comprising the ICONET Ground Facilities which ICO is accepting. The Level 2 Handover Date for such Deliverables is _____________. The issue of this Final Acceptance Certificate by ICO to the Contractor does not relieve the Contractor of its obligations to rectify the faults and temporary fixes in the Deliverables covered by this Final Acceptance Certificate including any which are identified in the attached schedule and which are to be rectified in accordance with the times specified therein. Further, the issue of this Final Acceptance Certificate does not relieve or modify the obligations and responsibilities of the Contractor under the Supply Agreement, save as expressly set out herein. The risk of loss and damage to the Deliverables which ICO is accepting as at the Level 2 Handover Date shall pass from the Contractor to ICO at 00.01 GMT on ___________ 2000 and the Contractor's warranty associated with such Deliverables to be provided in accordance with clause 40 of the Supply Agreement shall commence at the same time. _________________________ Supervising Officer ICO Global Communications (Operations) Limited 222 [BLANK] 223 SCHEDULE 13: IGFR 224 [ICO LOGO] [ICO GLOBAL COMMUNICATIONS LETTERHEAD] ICONET GROUND FACILITIES REQUIREMENTS DOCUMENT COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT All information contained in this document is confidential and propriety to ICO Global Communications or any other member of the ICO Global Communications Group and intended only for the addressee to whom this copy is addressed. The recipient shall neither copy, distribute, disclose or use the information contained in it for any purpose other than for which this document has been made available nor permit anyone else to do the same. The recipient shall be held fully liable for any wrongful disclosure or use of any of the information contained in this document by him, or his officers or employees or anyone else to whom he makes the information available. DOCUMENT NO.: EN-IG-ICO-RQ/000014 VERSION: 25 DATE: 17-February-1997 APPROVED APPROVED CHIEF ENGINEER CHIEF ENGINEERING OFFICER (NEC) (ICO) Akira Fujii Keith Smith /s/ Akira Fujii /s/ Keith Smith 225 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.52.6. HPN SYNCHRONISATION PLANNING 6.52.6.1. The IGF shall permit access on a burst-by-burst basis to the forward and return HPN channels from any SAN in view of the satellite. 6.52.6.2. The IGF shall transmit HPN and BCCH at the appropriate times to ensure that the satellite peak power does not rise above the level to be used when only HPN or BCCH is to be used. 6.52.6.3. The HPN subsystem shall pre-correct the frequency to allow for the Doppler components of uplink feeder link and downlink mobile link. 6.52.7. HPN SATELLITE CONTROL 6.52.7.1. The PCS subsystem and HPN subsystem shall operate in a co-ordinated manner to ensure that real-time satellite control commands and HPN messages arrive at the satellite with a fixed time offset. 6.52.7.2. The PCS shall permit switching of the HPN transponder on a burst-by-burst basis for the transmission of HPN information. 6.52.7.3. The PCS shall permit switching of the HPN transponder channelisation (i.e. the HPN Index Tables) such that there is no loss of HPN transmitting capacity. 6.52.7.4. The IGF shall ensure that knowledge of the HPN transponder channelisation is shared by the NMS and PCS subsystems in the sub-satellite network. 6.52.7.5. The IGF shall ensure that knowledge of the frequency availability in each beam is shared by the NMS and the other HPN SRMS subsystems in the sub-satellite network. 6.52.7.6. The IGF shall permit switching of the HPN channelisation to ensure that the frequencies required for operation in a region can be provided. 6.52.8. HPN LOCATION PHASE PLANNING 6.52.8.1. The IGF shall transmit BCCH/HP information at the appropriate times and frequencies in each beam of each satellite as the satellites move to ensure that the UTs can achieve and maintain synchronisation. 6.52.8.2. The SRMC shall develop location phase time plans that allows, for the reference ICO constellation, transmission of BCCH/HP to every point on the Earth at the appropriate BCCH/HP time slot nominally every [10] HPN frames using maximum satellite diversity. 6.52.8.3. The SRMC shall develop location phase time plans which allows, for the reference constellation, transmission of BCCH/HP such that every point on the Earth receives a burst at least once every HPN frame using maximum satellite diversity. 6.52.8.4. The IGF shall, at registration on the ICO system, assign to each UT the parameters for BCCH/HP operation including: 1. Location Phase slot associated with the UT position (SBS) 2. Subscription status of the UT (MSSC). 6.52.9. HPN CHANNEL MANAGEMENT 6.52.9.1. The HPN subsystem at a SAN shall permit access on a burst-by-burst basis to the forward and return HPN channels from any SAN in view of the satellite. 6.52.9.2. The HPN subsystem shall permit all SANs in a sub-satellite network access to all satellites (forward and return HPN channels) on the basis of demand and with fair arbitration between SANs. 6.52.9.3. The HPN subsystem shall ensure that multiple SANs do not simultaneously access the forward link HPN satellite transponder. 6.52.9.4. The HPN subsystem shall co-ordinate the use of the return link channel in a beam-by-beam basis by assigning appropriate return link frequencies, and possibly signatures, for use on the acknowledgement channel. 6.52.9.5. The HPN subsystem shall implement a method of applying diversity to maximise message delivery success. Diversity methods shall be: 1. Satellite diversity 2. Time diversity (micro and macro). 6.52.9.6. The HPN subsystem shall apply diversity methods to maximise the overall grade of service considering: 1. Traffic levels 2. Message delay 3. Statistics (temporal and spatial) on channel decorrelation Page 87 of 192 ICO Proprietary and Confidential 226 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- AMENDMENT RECORD ================================================================================ DATE CN NO. REASON FOR CHANGE ================================================================================ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ================================================================================ Page ii of 192 ICO Proprietary and Confidential 227 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. GENERAL ................................................................................................................... 1 1.1. PURPOSE.................................................................................................................. 1 1.2. ELEMENTS OF THE ICONET GROUND FACILITIES ................................................................................ 1 1.2.1. General.............................................................................................................. 1 1.2.2. SAN ................................................................................................................. 1 1.2.3. NMC and Backup NMC .................................................................................................. 2 1.2.4. Operational Test and Development Facility (OT&DF) (F/R) ............................................................. 2 1.2.5. Miscellaneous Equipment ............................................................................................. 2 1.2.6. Buyer Furnished Equipment ........................................................................................... 3 1.3. RELATED DOCUMENTS........................................................................................................ 6 1.3.1. Incorporation by Reference........................................................................................... 6 1.3.2. Precedence........................................................................................................... 6 1.3.3. List of Incorporated Documents ...................................................................................... 6 1.3.4. List of Air Interface Documents...................................................................................... 6 1.3.5. List of Reference Documents.......................................................................................... 6 1.4. NOTATION CONVENTIONS..................................................................................................... 7 1.4.1. Square Brackets, TBD, and TBR........................................................................................ 7 1.4.2. Future Requirements.................................................................................................. 7 1.4.3. Options.............................................................................................................. 7 2. DEFINITIONS & ACRONYMS .................................................................................................... 8 3. BASIC REQUIREMENTS......................................................................................................... 12 3.1. ICONET GROUND FACILITY DEFINITION ....................................................................................... 12 3.2. SYSTEM DESCRIPTION ...................................................................................................... 12 3.3. EXTERNAL INTERFACES ..................................................................................................... 12 3.3.1. General.............................................................................................................. 12 3.3.2. RF Interface......................................................................................................... 12 3.3.3. IF Interfaces ........................................................................................................ 12 3.3.4. Terrestrial Network Interfaces....................................................................................... 12 3.3.5. ADC Interface ....................................................................................................... 13 3.3.6. Data Communications Interface ....................................................................................... 13 4. END-USER SERVICES ......................................................................................................... 14 4.1. BASIC TELESERVICES ...................................................................................................... 14 4.1.1. Speech Services ..................................................................................................... 14 4.1.2. Short Message Services .............................................................................................. 14 4.1.3. Facsimile Services .................................................................................................. 15 4.2. BASIC BEARER SERVICES ................................................................................................... 16 4.2.1. Circuit Mode Data Services (up to 9600 bps) using GSM Standard ...................................................... 16 4.2.2. Circuit Mode Data Services (up to 38.4 kbps) using GSM Standard ..................................................... 16 4.2.3. Alternate Voice and Data Services Using Voice Codec Signalling ...................................................... 16 4.3. GSM SUPPLEMENTARY SERVICES .............................................................................................. 17 4.3.1. General.............................................................................................................. 17 4.3.2. Line Identification Services ........................................................................................ 17 4.3.3. Call Forwarding Services ............................................................................................ 17 4.3.4. Call Waiting and Call Hold Services ................................................................................. 18 4.3.5. Multi-party Services ................................................................................................ 18 4.3.6. Closed User Group Services .......................................................................................... 18 4.3.7. Call Restriction Services ........................................................................................... 18 4.3.8. Advice of Charge Services ........................................................................................... 18 4.4. ICO SPECIFIC SERVICES ................................................................................................... 19 4.4.1. High Penetration Notification (HPN) Service ......................................................................... 19 4.4.2. ICO Dual-numbering (OPTION) ......................................................................................... 20
Page iii of 192 ICO Proprietary and Confidential 228 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 4.4.3. Natural Language Support ............................................................................................ 20 4.5. MAIL AND MESSAGING SERVICES (OPTION) .................................................................................... 20 4.5.1. Generic Messaging Platform Requirements.............................................................................. 20 4.5.2. Voice Mailbox........................................................................................................ 21 4.5.3. Fax Mailbox (F/R) ................................................................................................... 21 4.5.4. Email (F/R) ......................................................................................................... 21 4.5.5. SMS ................................................................................................................. 21 4.5.6. Mailbox Access and Retrieval ........................................................................................ 22 4.5.7. Mailbox Notification ................................................................................................ 23 4.5.8. Access to External Systems .......................................................................................... 23 4.6. ADVANCED SERVICES (F/R) ................................................................................................. 23 4.6.1. General IN Platform Requirements .................................................................................... 23 4.6.2. IN Services ......................................................................................................... 26 4.7. SUBSCRIPTION TO ICO SERVICES ............................................................................................ 28 4.7.1. General ............................................................................................................. 28 4.7.2. Subscription Profiles in the HLR/VLR ................................................................................ 28 4.7.3. Subscriber Profiles in the IN Platform (F/R) ........................................................................ 29 4.7.4. Subscriber Profiles in the Messaging Platform (OPTION)............................................................... 29 4.8. CELLULAR/SATELLITE ROAMING............................................................................................... 29 4.8.1. General ............................................................................................................. 29 4.8.2. Roaming with IS.41 Based Networks (OPTION) .......................................................................... 29 4.8.3. Roaming with PDC Networks (OPTION) .................................................................................. 29 4.8.4. Roaming with GSM Based Networks ..................................................................................... 30 4.8.5. Generic Roaming Functions (OPTION, except for GSM roaming) .......................................................... 30 4.8.6. Protocol Support..................................................................................................... 32 4.8.7. Provisioning Functions (OPTION)...................................................................................... 32 4.8.8. Network Management Functions (OPTION)................................................................................ 32 4.8.9. Availability of Products and Services to Roaming Subscribers......................................................... 33 4.9 OTHER VALUE-ADDED SERVICES................................................................................................ 35 4.10. SPECIALISED TERMINALS .................................................................................................. 35 4.10.1. Multichannel Terminals (F/R) ....................................................................................... 35 4.10.2. Semi-fixed Terminals................................................................................................ 35 5. ADMINISTRATION AND SUPPORT SERVICES ....................................................................................... 36 5.1. BILLING SERVICES ........................................................................................................ 36 5.1.1. Call Detail Recording in the MSSC.................................................................................... 36 5.2. PROVISIONING SERVICES.................................................................................................... 38 5.2.1. Subscriber Administration in the HLR................................................................................. 38 5.2.2. Subscriber Administration in the Cellular/Satellite Interworking Function (CS-IWF) (OPTION) ......................... 38 5.2.3. Subscriber Administration in the Messaging Platform (OPTION) ........................................................ 38 5.2.4. Subscriber Administration in the Service Control Point (SCP) (F/R) .................................................. 39 5.2.5. Administration of Secret Keys in the Authentication Centre (AuC) .................................................... 39 5.2.6. Administration of Secret Keys in the Cellular/Satellite Interworking Function (CS-IWF) (OPTION)...................... 39 5.3. MOBILE EQUIPMENT MONITORING ............................................................................................. 39 5.4. CUSTOMER CARE AND OPERATOR SUPPORT ...................................................................................... 40 5.4.1. General.............................................................................................................. 40 5.4.2. Operator Determined Barring (ODB) ................................................................................... 40 5.4.3. Operator Controlled Diversion ....................................................................................... 40 5.4.4. Subscriber Specific Announcements ................................................................................... 40 5.4.5. Subscriber Tracing .................................................................................................. 40 5.5. FRAUD MANAGEMENT SERVICES................................................................................................ 40 6. GENERIC SYSTEM FUNCTIONS .................................................................................................. 42 6.1. NUMBERING, ADDRESSING AND IDENTIFICATION ................................................................................ 42 6.1.1. International Mobile Subscriber Identification ...................................................................... 42 6.1.2. Mobile Station International ISDN Numbers ........................................................................... 42 6.1.3. Mobile Station Roaming Numbers ...................................................................................... 42 6.1.4. International Mobile Equipment Identity ............................................................................. 42
Page iv of 192 ICO Proprietary and Confidential 229 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.2. RADIO CONNECTIVITY BETWEEN USER TERMINALS, SATELLITES AND SANS .......................................................... 43 6.3. PSTN/ISDN/PLMN INTERCONNECTION .......................................................................................... 43 6.4. SECTION NOT USED ........................................................................................................ 44 6.5. DCN SUBSYSTEM ........................................................................................................... 44 6.5.1. Network Management DCN .............................................................................................. 44 6.5.2. Voice Service Network (F/R) ......................................................................................... 44 6.6. REGISTRATION AND IMSI ATTACH/DETACH ..................................................................................... 46 6.6.1. Basic Capabilities for Registration ................................................................................. 46 6.6.2. Registration Procedures ............................................................................................. 46 6.6.3. Registration Cases .................................................................................................. 46 6.6.4. Denial of Registration .............................................................................................. 47 6.7. CALL ROUTING............................................................................................................. 47 6.7.1. MSSC Call Routing ................................................................................................... 47 6.7.2. TNM Routing ......................................................................................................... 47 6.8. MP PAGING ............................................................................................................... 48 6.9. SECTION NOT USED ........................................................................................................ 48 6.10. SECTION NOT USED ....................................................................................................... 48 6.11. DIVERSITY SATELLITE PATH ALLOCATIONS AND USAGE ......................................................................... 48 6.11.1. Diversity Capacity ................................................................................................. 48 6.11.2. Diversity Path Allocation and De-allocation ........................................................................ 48 6.11.3. Transmission and Reception Over Diversity Path ..................................................................... 49 6.12. HANDOVERS .............................................................................................................. 49 6.13. SUBSCRIBER IDENTITY AUTHENTICATION ..................................................................................... 50 6.14. ENCRYPTION ............................................................................................................. 50 6.15. IMEI CHECKING .......................................................................................................... 50 6.16. CAUSES, TONES AND ANNOUNCEMENTS ........................................................................................ 50 6.17. ECHO CANCELLATION ...................................................................................................... 51 6.18. TERRESTRIAL MODEM POOLS ................................................................................................ 51 6.19. UT POSITION INFORMATION ................................................................................................ 51 6.19.1. Position Information Determination ................................................................................. 51 6.19.2. Conversion of Frequency and Time Measurement to Position ........................................................... 52 6.19.3. Usage of UT Position Information ................................................................................... 52 6.19.4. Mapping of UT Position to Service Area ............................................................................. 52 6.19.5. Handling of UT-supplied Position Information ....................................................................... 52 6.20. LEGAL INTERCEPTION...................................................................................................... 52 6.21. FORCED CALL ROUTING (F/R) .............................................................................................. 53 6.22. PURGING OF LOCATION REGISTERS .......................................................................................... 53 6.23. ICO SPACE SEGMENT AND SANS ............................................................................................. 53 6.24. SECTION NOT USED ....................................................................................................... 54 6.25. RADIO SYNCHRONISATION .................................................................................................. 54 6.25.1. Time Synchronisation............................................................................................... 54 6.25.2. Frequency Synchronisation ......................................................................................... 56 6.25.3. Terrestrial Network Synchronisation ............................................................................... 59 6.26. AIR INTERFACE ELEMENTARY AND STRUCTURED PROCEDURES ..................................................................... 59 6.26.1. Air Interface Elementary Procedures ............................................................................... 59 6.26.2. Structured Procedures ............................................................................................. 61 6.27. UT/SUBSCRIBER ACCESS MANAGEMENT AND CONTROL ............................................................................ 62 6.28. ACCESS CLASS HANDLING .................................................................................................. 62 6.28.1. General ........................................................................................................... 62 6.28.2. Barring of Access Classes ......................................................................................... 62 6.28.3. Unbarring of Access Classes ....................................................................................... 62 6.29. SUBSCRIBER CLASS HANDLING (F/R) ........................................................................................ 62 6.30. CLASSMARK HANDLING ..................................................................................................... 63 6.31. CHANNEL MODE MODIFY .................................................................................................... 63 6.31.1. Channel Mode Modify in the SBS and TNM ............................................................................ 63 6.31.2. Channel Mode Modify in the MSSC ................................................................................... 63 6.32. IN-CALL MODIFICATION ................................................................................................... 63 6.33. SUPPORT FOR DTMF ....................................................................................................... 64
Page v of 192 ICO Proprietary and Confidential 230 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.34. RELEASE OF RESOURCES ................................................................................................... 64 6.34.1. General ............................................................................................................ 64 6.34.2. Release of Equipment, Satellite Spectrum and Satellite Power Resources ............................................. 64 6.34.3. Release of Resources External to IGF ............................................................................... 64 6.35. QUEUING ................................................................................................................ 64 6.36. CONGESTION AND OVERLOAD ................................................................................................ 65 6.37. C7 SIGNALLING LINK MONITORING........................................................................................... 65 6.38. VOICE CODING ........................................................................................................... 65 6.39. DTX .................................................................................................................... 65 6.40. SYSTEM INFORMATION BROADCASTING ........................................................................................ 66 6.41. RADIO ACCESS MANAGEMENT ................................................................................................ 66 6.41.1. Paging Channel (PCH) ............................................................................................... 66 6.41.2. Access Grant Channel (AGCH) ........................................................................................ 66 6.41.3. Random Access Channel (RACH) ....................................................................................... 66 6.41.4. Fast and Slow Associated Control Channels (FACCH and SACCH) ........................................................ 67 6.42. RADIO SESSION MANAGEMENT ............................................................................................... 67 6.42.1. Session Initiation Requirements .................................................................................... 67 6.43. LINK MONITORING ........................................................................................................ 69 6.43.1. Dedicated Channels ................................................................................................. 69 6.43.2. BCCH................................................................................................................ 69 6.43.3. RACH........................................ ....................................................................... 69 6.44. SECTION NOT USED........................................................................................................ 70 6.45. SECTION NOT USED ....................................................................................................... 70 6.46. SECTION NOT USED ....................................................................................................... 70 6.47. POWER CONTROL .......................................................................................................... 70 6.47.1. SAN Automatic Power Control ........................................................................................ 70 6.47.2. SAN EIRP Control for TCH and DCCH .................................................................................. 70 6.47.3. SAN EIRP Control for Forward Control Channels ...................................................................... 71 6.47.4. UT EIRP Control for TCH and DCCH ................................................................................... 71 6.47.5. RACH................................................................................................................ 71 6.47.6. ACK/HP.............................................................................................................. 72 6.48. SAN COVERAGE AND MANAGEMENT............................................................................................. 72 6.48.1. SAN Coverage Access ................................................................................................ 72 6.48.2. Coverage Planning .................................................................................................. 72 6.49. SATELLITE EIRP MANAGEMENT .............................................................................................. 73 6.49.1. Satellite RF Power Management Parameters ........................................................................... 73 6.49.2. Satellite Transponder Gain Value Entry and Usage ................................................................... 74 6.49.3. Rules for Generation of Satellite Power Management Parameters ...................................................... 75 6.49.4. Determination of SBS and HPN and SAN-OSS Control Parameters ........................................................ 75 6.49.5. Satellite EIRP Monitoring .......................................................................................... 76 6.49.6. Satellite RF Power Overload Management ............................................................................. 76 6.50. SPECTRUM MANAGEMENT..................................................................................................... 76 6.50.1. Functional Requirements for the Generation and Distribution of SRMC Data ........................................... 76 6.50.2. Performance Requirements............................................................................................ 77 6.50.3. Spectrum Management Reference Traffic Distribution ................................................................. 84 6.51. INTERFERENCE MANAGEMENT ................................................................................................ 84 6.52. HPN REQUIREMENTS ....................................................................................................... 85 6.52.1. HPN General Requirements ........................................................................................... 85 6.52.2. Basic Capabilities for HPN ......................................................................................... 85 6.52.3. HPN Message Transmission and Reception ............................................................................. 86 6.52.4. Section Not Used ................................................................................................... 86 6.52.5. HPN Frequency Planning ............................................................................................. 86 6.52.6. HPN Synchronisation Planning ....................................................................................... 87 6.52.7. HPN Satellite Control .............................................................................................. 87 6.52.8. HPN Location Phase Planning ........................................................................................ 87 6.52.9. HPN Channel Management ............................................................................................. 87 6.52.10. HPN Subsystem Synchronisation ..................................................................................... 88 6.53 SAN AIR INTERFACE REQUIREMENTS .......................................................................................... 88
Page vi of 192 ICO Proprietary and Confidential 231 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.53.1. C-band Transmit Requirements ....................................................................................... 88 6.53.2. C-band Receive Requirements ........................................................................................ 91 6.53.3. S-band TX Performance Requirements ................................................................................. 93 6.54. SECTION NOT USED ....................................................................................................... 94 6.55. TRAFFIC PLANNING ....................................................................................................... 94 6.56. CHANNEL UNIT FAILURE HANDLING .......................................................................................... 96 6.56.1. Traffic Channel Unit Failures ...................................................................................... 96 6.56.2. Control Channel Unit Failures ...................................................................................... 97 6.57. RFT FUNCTIONAL REQUIREMENTS............................................................................................. 97 6.57.1. General Requirements ............................................................................................... 97 6.57.2. Antenna Requirements ............................................................................................... 98 6.57.3. C-band TX/RX Functional Requirements ............................................................................... 99 6.57.4. S-band TX/RX Functional Requirements ............................................................................... 100 6.57.5. Doppler Measurements and Compensation Functional Requirements ...................................................... 100 6.57.6. Automatic Power Control (APC) ...................................................................................... 101 6.57.7. Axial Ratio Compensation Functions (F/R) ........................................................................... 101 6.57.8. RFT Monitoring and Control ......................................................................................... 101 6.57.9. TT&C Support Functions ............................................................................................ 101 6.57.10. PCS/HPN Support Functions ......................................................................................... 102 6.57.11. Test Loop Translator .............................................................................................. 103 6.58. RFT PERFORMANCE REQUIREMENTS............................................................................................ 103 6.58.1. Antenna Requirements................................................................................................ 103 6.58.2. C-band Performance Requirements .................................................................................... 106 6.58.3. S-band Performance Requirements .................................................................................... 108 6.58.4. Doppler Measurement and Compensation Performance Requirements ...................................................... 109 6.58.5. Automatic Power Control (APC) ...................................................................................... 110 6.58.6. RFT Shelter ........................................................................................................ 110 6.58.7. RFT Downlink Requirements for TT&C ................................................................................. 110 6.58.8. RFT Uplink Requirements for TT&C ................................................................................... 111 6.59. PCS REQUIREMENTS ....................................................................................................... 112 6.59.1. General PCS Requirements ........................................................................................... 112 6.59.2. Section Not Used.................................................................................................... 112 6.59.3. PCS Subsystem Control Functions .................................................................................... 112 6.59.4. Satellite Access.................................................................................................... 112 6.59.5. Payload and Ground System Synchronisation .......................................................................... 112 6.59.6. Payload SRMS Telemetry Processing, Filtering and Archiving ......................................................... 112 6.59.7. Section Not Used.................................................................................................... 113 6.59.8. Payload Status ..................................................................................................... 113 6.59.9. Payload Configuration .............................................................................................. 113 7. NETWORK MANAGEMENT SYSTEM ................................................................................................. 115 7.1. GENERAL REQUIREMENTS..................................................................................................... 115 7.1.1. Requirements for New Elements........................................................................................ 115 7.1.2. Network Management .................................................................................................. 115 7.1.3. Data Archiving ...................................................................................................... 117 7.1.4. Application Programming Interface ................................................................................... 117 7.1.5. Report Mechanisms ................................................................................................... 117 7.1.6. Software Upgrades ................................................................................................... 118 7.1.7. Network Management Centre and SAN-OSS ............................................................................... 118 7.1.8. Man Machine Interface Requirements .................................................................................. 119 7.1.9. Backup and Restoration .............................................................................................. 121 7.1.10. Reliability and Availability . ..................................................................................... 121 7.1.11. Performance......................................................................................................... 121 7.1.12. Sizing.............................................................................................................. 123 7.1.13. Expandability ...................................................................................................... 123 7.1.14. Operational Testing Capabilities ................................................................................... 123 7.1.15. NMC and Back-Up NMC Platform ...................................................................................... 123 7.2. CONFIGURATION MANAGEMENT ................................................................................................ 123
Page vii of 192 ICO Proprietary and Confidential 232 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 7.2.1. Requirements for New Elements........................................................................................ 123 7.2.2. General.............................................................................................................. 123 7.3. FAULT MANAGEMENT ........................................................................................................ 125 7.3.1. Requirements for New Elements........................................................................................ 125 7.3.2. General.............................................................................................................. 125 7.3.3. Alarm Analysis ...................................................................................................... 126 7.3.4. Trouble Ticket Management ........................................................................................... 126 7.4. PERFORMANCE MANAGEMENT .................................................................................................. 127 7.4.1. Requirements for New Elements ....................................................................................... 127 7.4.2. General.............................................................................................................. 127 7.4.3. Network Traffic Management .......................................................................................... 127 7.5. SECURITY MANAGEMENT ..................................................................................................... 127 7.5.1. Requirements for New Elements ........................................................................................ 127 7.5.2. General .............................................................................................................. 127 7.6. ACCOUNTING MANAGEMENT ................................................................................................... 128 7.7. SECTION NOT USED ........................................................................................................ 128 7.8. OPERATIONS AND MAINTENANCE INTERFACE REQUIREMENTS ....................................................................... 128 7.8.1. General ............................................................................................................. 128 7.8.2. Satellite Resource Management Centre................................................................................. 129 7.8.3. Satellite Control Centre............................................................................................. 130 7.8.4. NODE Operations System............................................................................................... 131 7.8.5. Satellite Access Node ............................................................................................... 144 7.8.6. High Power Notification ............................................................................................. 145 7.8.7. Payload Command System .............................................................................................. 147 7.8.8. Radio Frequency Terminal............................................................................................. 149 7.8.9. Satellite Base Station .............................................................................................. 154 7.8.10. Terrestrial Network Manager ........................................................................................ 156 7.8.11. Digital Communication Network ...................................................................................... 158 7.8.12. ICONET Synchronisation System ...................................................................................... 159 7.8.13. C-C Subsystem....................................................................................................... 160 7.8.14. ICO Administrative Data Centre ..................................................................................... 160 8. PERFORMANCE REQUIREMENTS .................................................................................................. 161 8.1. CONDITIONS FOR PERFORMANCE REQUIREMENTS ................................................................................. 161 8.2. BASIC QUALITY OF SERVICE ................................................................................................ 161 8.2.1. IGF Voice Loop Delay ................................................................................................ 161 8.2.2. Speech Quality in MOS ............................................................................................... 161 8.2.3. Probability of Call Loss ............................................................................................ 161 8.2.4. Handover Performance ................................................................................................ 161 8.2.5. Handover Performance ................................................................................................ 161 8.3. SMS QUALITY OF SERVICE................................................................................................... 162 8.3.1. Delivery Time........................................................................................................ 162 8.3.2. Probability of SMS Non-delivery on Each Delivery Attempt ............................................................ 162 8.4. AUTOMATIC FACSIMILE GROUP 3 (UP TO 9600BPS) QUALITY OF SERVICE........................................................... 162 8.4.1. Transparent Mode .................................................................................................... 162 8.5. CIRCUIT MODE DATA (UP TO 9600BPS) QUALITY OF SERVICE .................................................................... 162 8.5.1. Transparent Mode .................................................................................................... 162 8.5.2. Non-Transparent Mode................................................................................................. 162 8.6. CIRCUIT MODE DATA (GREATER THAN 9600BPS) QUALITY OF SERVICE (TBD)........................................................ 162 8.7. HPN QUALITY OF SERVICE .................................................................................................. 162 8.7.1. HPN Idle Mode ....................................................................................................... 162 8.7.2. HPN Message Delay ................................................................................................... 162 8.7.3. HPN Capacity ........................................................................................................ 162 8.7.4. HPN Transmitter and Receiver Characteristics ........................................................................ 163 8.8. GSM SUPPLEMENTARY SERVICES QUALITY OF SERVICE ........................................................................... 163 8.8.1. Time to Invoke or Change a Supplementary Service .................................................................... 163 8.9. SECTION NOT USED ........................................................................................................ 163 8.10. SBS PERFORMANCE......................................................................................................... 163
Page viii of 192 ICO Proprietary and Confidential 233 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 8.10.1. Channel Assignment Delay (RACH to AGCH) ............................................................................ 163 8.10.2. Paging Delay ....................................................................................................... 163 8.10.3. Position Determination Delay ....................................................................................... 163 8.10.4. Section Not Used ................................................................................................... 164 8.10.5. Signalling Transit Time ............................................................................................ 164 8.10.6. Voice Traffic Transit Time ......................................................................................... 164 8.10.7. Non-Voice Traffic Transit Time ..................................................................................... 164 8.10.8. Layer 2 Acknowledgement Delay ...................................................................................... 164 8.11. AVAILABILITY ........................................................................................................... 164 8.11.1. Definitions......................................................................................................... 164 8.11.2. Requirements........................................................................................................ 165 8.11.3. Environments........................................................................................................ 167 8.12. TNM PERFORMANCE REQUIREMENTS............................................................................................ 168 8.12.1. TNM Transit Time.................................................................................................... 168 8.13. MSSC.................................................................................................................... 169 8.13.1. Mobile Switching Response Time...................................................................................... 169 8.13.2. Transit Switching .................................................................................................. 170 8.13.3. D-IWF............................................................................................................... 170 8.13.4. GMSC................................................................................................................ 170 8.13.5. IN-SSP.............................................................................................................. 170 8.13.6. MSSC Voice Transit time ............................................................................................ 170 9. CAPACITY REQUIREMENTS ..................................................................................................... 171 9.1. DIMENSIONING DRIVERS .................................................................................................... 171 9.2. IGF ELEMENT SPECIFIC DETAILS ............................................................................................ 171 9.3. SIZING REQUIREMENTS ..................................................................................................... 178 9.3.1. Network Management System ........................................................................................... 178 9.3.2. Switching Equipment ................................................................................................. 178 9.3.3. HPN Equipment ....................................................................................................... 179 9.3.4. SBS Equipment ....................................................................................................... 180 9.3.5. TNM and DCN Equipment ............................................................................................... 181 9.4. NETWORK INTERFACE ....................................................................................................... 185 10. SECTION NOT USED ......................................................................................................... 186 11. REFERENCE CONFIGURATION FOR PERFORMANCE MEASUREMENT ...................................................................... 187 12. OTHER CONTRACT SERVICES .................................................................................................. 191 12.1. OPERATIONAL TEST & DEVELOPMENT FACILITY (OT&DF) (F/R) .................................................................. 191 12.1.1. General ............................................................................................................ 191 12.1.2. SAN Network Management ............................................................................................. 192 12.1.3. MSSC/VLR and HLR/AuC ............................................................................................... 192
Page ix of 192 ICO Proprietary and Confidential 234 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1. GENERAL 1.1. PURPOSE 1.1.1. The object of this document is to provide testable and complete ICONET Ground Facilities Functional Requirements. 1.1.2. It is developed from Annexes 1 to 4 of the IPC SOW but is different because those Annexes describe requirements for Design of the ICO System, rather than directly for the ICONET Ground Facilities. 1.2. ELEMENTS OF THE ICONET GROUND FACILITIES 1.2.1. GENERAL 1.2.1.1. It is an overall requirement that the end to end performance and functionality represented by the aggregation of the currently specified component elements shall be maintained in the event that there is a future need to redistribute or re-allocate functions. 1.2.1.2. For full details of equipment, refer to the Equipment List in Annex 1 of the SOW. 1.2.1.3. Figure 1-1 shows the elements of a SAN. 1.2.1.4. Figure 1-2 shows the NMS and the SRMS subsystems. 1.2.2. SAN 1.2.2.1. MSSC SUBSYSTEM 1.2.2.1.1. Switch providing MSSC, VLR, GMSC, SMS-GMSC, SMS-IWMSC, IN-SSF functions 1.2.2.1.2. D-IWF (for fax and data) 1.2.2.1.3. Echo cancellers 1.2.2.1.4. Recorded Voice Announcements 1.2.2.1.5. MSSC MMI (TMOS) 1.2.2.2. LES SUBSYSTEM 1.2.2.2.1. TNM SUBSYSTEM 1.2.2.2.1.1. Voice codec, Multiplexer 1.2.2.2.1.2. Remote Processor, Network (RPN) 1.2.2.2.1.3. Remote Processor, Central (RPC) 1.2.2.2.1.4. TNM OAM and MMI 1.2.2.2.2. SBS SUBSYSTEM 1.2.2.2.2.1. Channel Manager 1.2.2.2.2.2. Channel Unit 1.2.2.2.2.3. Real Time Resource Manager 1.2.2.2.2.4. SBS OMC and MMI 1.2.2.2.3. HPN SUBSYSTEM 1.2.2.2.3.1. HPN-SC 1.2.2.2.3.2. HPN Channel Manager 1.2.2.2.3.3. HPN Channel Unit 1.2.2.2.3.4. HPN Local SRMS 1.2.2.2.3.5. HPN OMC and MMI (no physical console is supplied with the HPN subsystem; MMI remoted from SAN-OSS MMI console) 1.2.2.2.4. PCS SUBSYSTEM 1.2.2.2.4.1. PCS Controller 1.2.2.2.4.2. PCS Channel Units 1.2.2.2.4.3. PCS OMC and MMI 1.2.2.2.5. RFT SUBSYSTEM 1.2.2.2.5.1. Antennas Page 1 of 192 ICO Proprietary and Confidential 235 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1.2.2.2.5.2. RFT Outside equipment 1.2.2.2.5.3. RFT Shelter equipment 1.2.2.2.5.4. RFT OMC & MMI 1.2.2.2.5.5. RFT IF to antenna distribution/cabling 1.2.2.2.6. REFERENCE CLOCK AND SYSTEM TIMING SUBSYSTEM 1.2.2.2.6.1. GPS receiver 1.2.2.2.6.2. RFT, SBS, HPN and PCS clock distribution 1.2.2.2.7. ON-SITE INTERCONNECTION SUBSYSTEM 1.2.2.2.7.1. Distribution Frame (Intermediate) 1.2.2.2.8. IF DISTRIBUTION SUBSYSTEM 1.2.2.3. SAN MANAGEMENT SUBSYSTEM 1.2.2.3.1. SAN OSS Supervisory Subsystem 1.2.2.3.2. SAN SRMS 1.2.2.4. DCN SUBSYSTEM 1.2.2.4.1. Inter-SAN Switch/Routers 1.2.2.4.2. Intra-SAN Routers and Hubs 1.2.2.4.3. E1 adapter (Mux and Encryption) 1.2.3. NMC AND BACKUP NMC 1.2.3.1. NETWORK AND SATELLITE RESOURCE MANAGEMENT 1.2.3.1.1. NMC platform and MMI 1.2.3.1.2. SRMC platform and MMI 1.2.3.1.3. TMOS platform and MMI 1.2.3.2. DCN SUBSYSTEM 1.2.3.2.1. NMS-to-SAN Switch/Routers 1.2.3.2.2. Intra-NMS Routers and Hubs 1.2.3.2.3. E1 adapter (Mux and Encryption) 1.2.4. OPERATIONAL TEST AND DEVELOPMENT FACILITY (OT&DF) (F/R) 1.2.5. MISCELLANEOUS EQUIPMENT 1.2.5.1. GENERAL 1.2.5.1.1. These may be located at any SAN 1.2.5.2. HLR/AuC 1.2.5.3. CELLULAR/SATELLITE INTERWORKING FUNCTIONS (CS-IWFS) (OPTION) 1.2.5.3.1. IS.41 ILR 1.2.5.3.1.1. IS.41 -Greater Than ICO ILR 1.2.5.3.1.2. ICO -Greater Than IS.41 ILR 1.2.5.3.2. PDC ILR 1.2.5.3.2.1. PDC -Greater Than ICO ILR 1.2.5.3.2.2. PDC/ICO IMSC Page 2 of 192 ICO Proprietary and Confidential 236 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1.2.5.4. EIR 1.2.5.5. IN PLATFORM (F/R) 1.2.5.5.1. IN-SCP 1.2.5.5.2. IN-SMAS 1.2.5.6. MESSAGING PLATFORM (OPTION) 1.2.5.6.1. MXE including: 1. short message service centre (SMSC) 2. voice mail 3. fax mail (F/R) 4. email (F/R) 1.2.6. BUYER FURNISHED EQUIPMENT 1.2.6.1. External transmission facilities 1.2.6.2. Local standard Main Distribution Frame for termination of external transmission equipment 1.2.6.3. AC power supplies (to local standard for frequency and voltage of required reliability Page 3 of 192 ICO Proprietary and Confidential 237 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- [SAN GRAPHIC] FIGURE 1-1 SAN SUBSYSTEMS Page 4 of 192 ICO Proprietary and Confidential 238 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- [NMS AND SRMS SUBSYSTEMS GRAPHIC] FIGURE 1-2 NMS AND SRMS SUBSYSTEMS Note: In Section 6, NMC is sometimes used to represent LINK-OS/NODE-OS in this diagram. The figure is for information purposes only and is intended to clarify the distinction between the NMS and the SRMS functionality. It should be noted that further elements into the NMS are likely to be implemented at a later date (e.g. SMAS, MXE, etc.). Page 5 of 192 ICO Proprietary and Confidential 239 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1.3. RELATED DOCUMENTS 1.3.1. INCORPORATION BY REFERENCE 1.3.1.1. In this document, references to other documents incorporate only as much of the referred document as is necessary to implement the required specification in this document. 1.3.2. PRECEDENCE 1.3.2.1. Only references to specific clauses in other documents shall take on the precedence of this document. All general references to other documents shall retain the precedence of that document. 1.3.3. LIST OF INCORPORATED DOCUMENTS 1.3.3.1. The following documents are incorporated into the contract. The capabilities that they define are required deliverables except where they conflict or are inconsistent with the requirements in the IGF Requirements document. 1.3.3.2. IPC Deliverable Control Document WG360497 1.3.4. LIST OF AIR INTERFACE DOCUMENTS. 1.3.4.1. The following documents are incorporated into the contract to the extent necessary to support the requirements specifically identified in the IGF Requirements document. 1.3.4.2. ICO Air Interface documents (all version 3.0) 03.22.Al Functions Related to Mobile Stations (MS) in Idle Mode 103.40.Al Technical Realisation of the High Penetration Notification Service (HPN) 04.06.Al Mobile Station - Base Station System (MS - BSS) Interface Data Link (DL) Specification 04.07.Dl Mobile Radio Interface Signalling Layer 3- General Aspects 04.08.Al Mobile Radio Interface Layer 3, RR Procedures & Messages 04.08.A2 Mobile Radio Interface Layer 3, MM Procedures & Messages 04.08.A3 Mobile Radio Interface Layer 3, CC Procedures & Messages 04.08.A4 Mobile Radio Interface Layer 3, Information Elements Specification 104.08.Al Mobile Radio Interface Layer 3 HPN RR Procedures & Messages 05.01.Al Physical Layer on the Radio Path (General Description) 05.02.Al Multiplexing and Multiple Access on the Radio Path 05.03.Al Channel Coding 05.04.Al Modulation 05.05.Al Radio Transmission and Reception 05.08.Al Radio Subsystem Link Control 05.10.Al Radio Subsystem Synchronisation 1.3.5. LIST OF REFERENCE DOCUMENTS. 1.3.5.1. The following documents are incorporated into the contract to the extent necessary to support the requirements specifically identified in the IGF Requirements document. 1.3.5.2. All documents identified by document WG7-GA-60025-C7 (being the control document prepared by the NEC-ICO Project Team Office listing the IPC deliverable documents). 1.3.5.3. All GSM Technical Specification documents referenced in the body of the IGF Requirements document or in the Incorporated Documents or in the Reference Documents. The latest approved version at the Effective Date of Contract shall be used. 1.3.5.4. IPC Deliverable Control Document WG360497. Page 6 of 192 ICO Proprietary and Confidential 240 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1.3.5.5. All references to GSM specifications are subject to the ETL statements of compliance listed in document WG360497. 1.4. NOTATION CONVENTIONS 1.4.1. SQUARE BRACKETS, TBD, AND TBR 1.4.1.1. Square brackets [ ], TBD, and TBR are used to identify requirements which are to be resolved during the course of the supply agreement. The value or wording inside the brackets or associated with the TBD or TBR provides an indication of the expected outcome. 1.4.2. FUTURE REQUIREMENTS 1.4.2.1. The requirements marked by '(F/R)' in this document shall be considered as the future requirements which will not be implemented during the course of the current Supply Agreement. Descriptions for such requirements shall not be considered as final and shall be revisited before the contract amendments (or separate contracts) to implement them are agreed upon. 1.4.3. OPTIONS 1.4.3.1. The requirements marked by '(OPTION)'in this document are separately deliverable at ICO's option provided that the option is exercised within the time period specified in the SOW Annex 1. Page 7 of 192 ICO Proprietary and Confidential 241 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 2. DEFINITIONS & ACRONYMS 2.1. ADC Administration and Data Centre 2.2. AFC Automatic Frequency Control 2.3. AGCH Access Grant Channel 2.4. Air Interface A set of documents defining protocols, messages and information exchanged between UTs and the IGF, as referred to in Section 1.3.4. 2.5. ANSI American National Standards Institute 2.6. API Application Programming Interface 2.7. APC Automatic Power Control 2.8. AuC Authentication Centre 2.9. AWGN Additive Gaussian White Noise 2.10. BCCH Broadcast Control Channel 2.11. B-NMC Backup NMC 2.12. BPF Bandpass Filter 2.13. BSSMAP Base Station Subsystem Management Part 2.14. BTFP Burst Time-Frequency Plan 2.15. C/N Carrier to Noise ratio 2.16. CAMEL Customised Applications for Mobile Network Enhanced Logic 2.17. CCB Change Control Board 2.18. CCCH Common Control Channel 2.19. CDR Call Data Record 2.20. CDR Critical Design Review 2.21. CFM Common Function Modules 2.22. ChM Channel Manager 2.23. ChU Channel Unit 2.24. CLI Calling Line Identification 2.25. CM Connection Management 2.26. CRC Cyclic Redundancy Code 2.27. CS-IWF Cellular/Satellite Interworking Function 2.28. DCCH Dedicated Control Channel 2.29. DCN Data Communications Network 2.30. D-IWF Data Interworking Function 2.31. DTIF Digital TuKa Interface 2.32. DTMF Dual Tone Multi-Frequency 2.33. ECM Error Correcting Mode 2.34. EIM External Interference Management 2.35. EIR Equipment Identity Register 2.36. EIRP Effective Isotropic Radiated Power 2.37. EMC Electro-Magnetic Compatibility 2.38. ESN Electronic Serial Number 2.39. ETSI European Telecommunications Standards Institute 2.40. F/R Future Requirement 2.41. FACCH Fast Associated Control Channel 2.42. FCR Frequency Co-ordination Regions 2.43. FEC Forward Error Correction 2.44. FOV Field of View 2.45. GC Ground Cell 2.46. GLR Gateway Location Register 2.47. GMSC Gateway MSC 2.48. GMSSC Gateway MSSC 2.49. GoS Grade of Service 2.50. GPS Global Positioning System 2.51. GSM Global System for Mobile Communications 2.52. GTT Global Title Translation 2.53. GW Gateway 2.54. HDLC High-Level Data Link Control 2.55. HLR Home Location Register
Page 8 of 192 ICO Proprietary and Confidential 242 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 2.56. HPA High Power Amplifier 2.57. HPN High Penetration Notification 2.58. HPN- SC HPN Service Centre 2.59. HSCSD High Speed Circuit Switched Data 2.60. ICD Interface Control Document 2.61. ICONET All ground facilities including all interconnecting terrestrial links. 2.62. ICO System The complete ICO system consisting of UTs, satellites, ICONET 2.63. IGF ICONET Ground Facilities, which comprises all ground facilities forming part of the ICONET, but excluding terrestrial interconnecting links. The IGF is more particularly defined in Section 3. 2.64. ILR Interworking Location Register 2.65. IMEI International Mobile Equipment Identity 2.66. IMSI International Mobile Subscriber Identity 2.67. IN Intelligent Network 2.68. INAP Intelligent Network Application Part 2.69. IOT In Orbit Test 2.70. IP Intelligent Peripheral 2.71. IPC Initial phase contract, which is a contract to produce the requirements for the ICONET ground facilities and related work. 2.72. IS.41 Interim Standard 41 (Electronics Industry Association/Telecommunications Industry Association standard) 2.73. ISDN Integrated Services Digital Network 2.74. ISUP ISDN User Part 2.75. ITU-R International Telecommunication Union - Radiocommunication Standardisation Bureau 2.76. ITU-T International Telecommunication Union - Telecommunication Standardisation Bureau 2.77. LES Land Earth Station which consists of RFT, SBS, HPN, TNM, and PCS 2.78. LHCP Left Hand Circular Polarisation 2.79. LNA Low Noise Amplifier 2.80. LNMC at OT&DF Local Network Management Centre at OT&DF 2.81. LNMS at OT&DF Local Network Management System at OT&DF 2.82. MAP Mobile Application Part 2.83. MCD Multi-Coded Data 2.84. MIN Mobile Identification Number 2.85. MLS Microwave Landing System 2.86. MM Mobility Management 2.87. MMI Man-Machine Interface 2.88. MP Medium Penetration 2.89. MSC Mobile services Switching Centre 2.90. MSI Mobile Subscriber Identity 2.91. MSISDN Mobile Station ISDN Number 2.92. MSN Mobile Subscriber Number 2.93. MSRN Mobile Station Roaming Number 2.94. MSS Mobile Satellite Service 2.95. MSSC Mobile Satellite Switching Centre, including VLR and GMSC function 2.96. MTP Message Transfer Part 2.97. NA Not Applicable 2.98. Network operator Operational staff at the NMC 2.99. NMC Network Management Centre including MMI 2.100. NMS Network Management System 2.101. NP Nominal Penetration 2.102. OAM Operations and Maintenance including MMI
Page 9 of 192 ICO Proprietary and Confidential 243 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 2.103. OMC Operations and Maintenance Centre including MMI 2.104. OSI Open Systems Interconnect 2.105. OSS* Operations Support System, same as OMC 2.106. OT&DF Operational Test & Development Facility 2.107. PABX Private Access Branch Exchange 2.108. PAD Packet Assembler Dissembler 2.109. PCH Paging Channel 2.110. PCM Pulse Code Modulation 2.111. PCS Payload Command System 2.112. PDC Personal Digital Cellular 2.113. PDR Preliminary Design Review 2.114. PIN Personal Identification Number 2.115. PLMN Public Land Mobile Network 2.116. PSPDN Packet Switched Packet Data Network 2.117. PSTN Public Switched Telephone Network 2.118. QoS Quality of Service 2.119. RACH Random Access Channel 2.120. RFT Radio Frequency Terminal 2.121. RHCP Right Hand Circular Polarisation 2.122. RPC Regional Processor Controller 2.123. RPN Regional Processor Network 2.124. RR Radio Resource 2.125. RTRM Real Time Resources Manager 2.126. SACCH Slow Associated Control Channel 2.127. SAN Satellite Access Node which consists of LES, MSSC, SAN OMC and includes if co-located any HLR, ILR, SMSC, IN 2.128. SAN operator Operational staff at the SAN. 2.129. SBS Satellite Base Station 2.130. SCC Satellite Control Centre 2.131. SCCP Signalling Connection Control Part 2.132. SCE Service Creation Environment 2.133. SCP Service Control Point 2.134. SDCCH Standalone Dedicated Control Channel 2.135. SDF Service Data Function 2.136. SDP Service Data Point 2.137. Service Area Equivalent to a cell in GSM 2.138. SIM Subscriber Identity Module 2.139. SLRP Stored Last Registered Position 2.140. SMAF Service Management Access Function 2.141. SMAS Service Management Application System, Ericsson product for IN management 2.142. SMP Service Management Point 2.143. SMS Short Message Service 2.144. SMSC SMS Centre 2.145. SMS-GMSC SMS Gateway MSC 2.146. SMS-IWMSC SMS Interworking MSC 2.147. SRMC Satellite Resources Management Centre 2.148. SRMS Satellite Resource Management System 2.149. SS Supplementary Service 2.150. SS7 Signalling System 7 2.151. SSF Service Switching Function 2.152. SSP Service Switching Point 2.153. STE Special Test Equipment 2.154. STP Signal Transfer Point 2.155. TBD To Be Determined 2.156. TBR TO BE REVIEWED 2.157. TCAP Transaction Capabilities Application Part 2.158. TCH Traffic Channel 2.159. TDMA Time Division Multiple Access 2.160. TMSI Temporary Mobile Subscriber Identity
Page 10 of 192 ICO Proprietary and Confidential 244 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 2.161. TNM Terrestrial Network Manager 2.162. TT&C Tracking, Telemetry and Command 2.163. TUP Telephone User Part 2.164. UDI Unrestricted Digital Information 2.165. USSD Unstructured Supplementary Service Data 2.166. UT User Terminal 2.167. VAS Value-added Service 2.168. VLR Visitor Location Register 2.169. VMSSC Visited MSSC 2.170. VPN Virtual Private Network 2.171. VSWR Voltage Standing-Wave Ratio 2.172. Z-arc A uniform delay contour line within a spot beam.
* Non-preferred term Page 11 of 192 ICO Proprietary and Confidential 245 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 3. BASIC REQUIREMENTS 3.1. ICONET GROUND FACILITY DEFINITION 3.1.1. ICONet Ground Facilities (IGF) shall comprise SANs, NMC and backup NMC, and miscellaneous equipment as listed in Section 1.2. For full details of equipment, refer to the Equipment List in Annex 1 of the SOW. 3.2. SYSTEM DESCRIPTION 3.2.1. The IGF is part of the ICO System, and in conjunction with satellites and PSTNs, is intended to provide digital voice telephony, facsimile, data, and value added services (VAS) to handheld User Terminals (UT) to and from any point on the earth. 3.2.2. The IGF consists of elements which provide the following functions: range of voice and data services, supplementary services, mobility management, network management, billing and customer administration, service provisioning, gateways, messaging, satellite payload control, and monitoring of the interconnecting traffic and signalling communication links. 3.2.3. The IGF shall provide Mobile Originated calls to any telephone or equivalent terminal accessible via the world's international public switched telephone networks, or accessible through a Private Network connected to ICO. 3.2.4. The system shall provide for Mobile Terminated calls. 3.2.5. The system shall provide for Mobile to Mobile calls. These will be switched within the ICONET provided that the destination can be determined by explicit number analysis. 3.3. EXTERNAL INTERFACES 3.3.1. GENERAL 3.3.1.1. The external interfaces present in the IGF are listed below. 3.3.2. RF INTERFACE 3.3.2.1. AIR INTERFACE (UT) 3.3.2.1.1. The air interface describes the communication protocol between the IGF and the UTs. The details of the air interface can be found in the ICO Air Interface document and in supporting GSM Technical Specifications. 3.3.2.2. SATELLITE RF INTERFACE 3.3.2.2.1. The IGF provides RF signals for TT&C in accordance with TT&C to SAN ICD EN-TC-ICO-IS-0001. 3.3.2.2.2. The IGF shall provide RF signals for payload command (PCS) functions in accordance with PCS ICD [TBD]. 3.3.3. IF INTERFACES 3.3.3.1. TT&C 3.3.3.1.1. The IGF shall provide an IF Interface to external TT&C equipment at selected SANs provided for TT&C functions in accordance with TT&C to SAN ICD EN-TC-ICO-IS-0001. 3.3.4. TERRESTRIAL NETWORK INTERFACE 3.3.4.1. The IGF shall provide interfaces to terrestrial public networks, such as Public Switched Telephone Network (PSTN), Integrated Services Digital Networks (ISDN), Public Land Mobile Networks (PLMN), and Packet Switched Public Data Networks (PSPDN) in accordance with Section 6.3 of this document. 3.3.4.2. The interfaces to external transmission lines shall comply with ITU-T Recommendation G.703/G.704 for A-law PCM and DS1 for (micro)-law systems. Page 12 of 192 ICO Proprietary and Confidential 246 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 3.3.5. ADC INTERFACE 3.3.5.1. The IGF shall provide ADC interfaces in accordance with the following documents: WG3-XX-60915; WG5-NM-60024. 3.3.6. DATA COMMUNICATIONS INTERFACE 3.3.6.1. TT&C 3.3.6.1.1. The IGF shall provide a data communications interface to external TT&C equipment at selected SANs provided for TT&C functions in accordance with TT&C to SAN ICD EN-TC-ICO-IS-0001. 3.3.6.2. SCC 3.3.6.2.1. The IGF shall provide a data communications interface at the NMC and Backup NMC to external equipment at the Satellite Control Centre and Backup Satellite Control Centre for passing information between SCC and NMC in accordance with SAN to NMC ICD EN-TC-ICO-IS-0002. Page 13 of 192 ICO Proprietary and Confidential 247 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4. END-USER SERVICES 4.1. BASIC TELESERVICES 4.1.1. SPEECH SERVICES 4.1.1.1. TELEPHONY 4.1.1.1.1. The IGF shall support the GSM standard telephony service, as defined in TS GSM 02.03, with the exception of the deviations listed below. 4.1.1.1.2. The basic information rate at the UT shall be 4.8kbps inclusive of FEC. 4.1.1.1.3. The voice codec algorithm shall be specified BY ICO. 4.1.1.1.4. The voice coding rate is [3.1 kbps] approximately. 4.1.1.1.5. FEC specified by ICO is provided on the vocoder rate to provide a bit rate of 4.8kbps. 4.1.1.1.6. Transmission of DTMF signalling shall be supported by the IGF in both directions i.e. from the UT to the network and from the network to the UT. The transmission of DTMF tones to the UT shall be transparent to the MSSC. 4.1.1.1.7. It shall be possible to send DTMF tones at any time after through connection and before the call is cleared. 4.1.1.1.8. Two transcodings may be applied on Mobile to Mobile calls (4.8kbps to 64kbps. 64kbps to 4.8kbps). 4.1.1.1.9. On calls to and from the fixed network, a single transcoding from the fixed network standard to the ICO voice coding method shall be performed. 4.1.1.2. EMERGENCY CALL 4.1.1.2.1. The IGF shall support the GSM standard emergency call service, as defined in TS GSM 02.03, with the exception of the deviations listed below. 4.1.1.2.2. The IGF shall support emergency call access for UTs without a SIM i.e. without an IMSI/TMSI. 4.1.1.2.3. The IGF shall have the capability to suppress use of emergency calls without a SIM. 4.1.1.2.4. The routing of emergency calls by the MSSC to national/regional emergency call centres shall be based on the service area of the UT. 4.1.1.2.5. The MSSC shall transmit the UT position (i.e. service area) to those emergency call centres capable of receiving it. 4.1.1.2.6. The IGF shall support up to 5000 emergency call centres per SAN for emergency call handling. 4.1.2. SHORT MESSAGE SERVICES 4.1.2.1. SHORT MESSAGE SERVICES - POINT TO POINT 4.1.2.1.1. The IGF shall support the GSM standard short message service point-to-point services (mobile originated and mobile terminated), as defined in TS GSM 02.03 and TS GSM 03.40. 4.1.2.1.2. The IGF shall include ONE OR MORE SMS CENTRES (SMSCS) for transmission/reception of messages to/from ICONET subscribers. (OPTION) 4.1.2.1.3. The IGF shall be able to receive short messages from; and send short messages to; networks that conform to the GSM standards relating to SMS. 4.1.2.1.4. The IGF shall support Acknowledgements in accordance with TS GSM 03.40. 4.1.2.1.5. The IGF shall support the encoding of SMS messages in characters of several alphabets. 4.1.2.1.6. The available encodings shall include unstructured binary data (maximum 140 octets) and International Alphabet No.5 (160 characters). Page 14 of 192 ICO Proprietary and Confidential 248 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.1.3. FACSIMILE SERVICES 4.1.3.1. FACSIMILE GROUP 3 (UP TO 9600 bps) USING GSM DEFINITION 4.1.3.1.1. The IGF shall support the GSM standard automatic facsimile service, as defined in TS GSM 02.03, with exception of the deviations listed below. 4.1.3.1.2. The facsimile modem speed shall be up to and including 9600 bps. 4.1.3.1.3. The IGF shall support transparent transmission of fax data. 4.1.3.1.4. This service shall be subject to the Air Interface definition being for the use of maximum 2-slot transmission in accordance with the UT classmark. 4.1.3.1.5. The IGF shall support fax towards the PSTN, in accordance with ITU recommendation T30. 4.1.3.1.6. The IGF shall support fax error correcting mode (ECM) towards the PSTN, in accordance with ITU recommendation T30 Annex A. 4.1.3.1.7. For the case of 9600 bps transmission, un-encoded 2 slot transmission shall be used. 4.1.3.2. FACSIMILE GROUP 3 (UP TO 14.4 kbps) USING GSM STANDARD 4.1.3.2.1. The IGF shall support higher rate automatic facsimile Group 3 connections on the basis of the emerging GSM phase 2+ High Speed Circuit Switched Data (HSCSD) services as defined by TS GSM 02.03 and TS GSM 02.34 and with the exception of the deviations listed below. For further details of the Ericsson implementation of these services see ETL document LK/XX 1056-272. 4.1.3.2.2. The data rates at the user interface supported by the system shall include 12 and 14.4 kbps (V.17). 4.1.3.2.3. This service requires more than 2 slots air interface transmission and shall only be provided to UTs with corresponding capabilities as indicated by their classmarks. 4.1.3.2.4. The call detail records produced by the MSSC shall include the number of traffic channels (i.e. air interface slots) assigned at the start of charging. If the number of traffic channels used changes during the call, the new assigned number of traffic channels shall be stored, as well, in the call data record. 4.1.3.2.5. The IGF shall support error correcting mode (ECM) in accordance with ITU-T Recommendation T.30 Annex A. 4.1.3.2.6. From a service provision perspective, services specified in 4.1.3.1 and 4.1.3.2 shall be considered as one service. 4.1.3.3. ALTERNATE VOICE/GROUP 3 FACSIMILE USING GSM DEFINITION 4.1.3.3.1. The IGF shall support the GSM standard alternate speech/group 3 facsimile service, as defined in TS GSM 02.03, with the exception of the deviations listed below. 4.1.3.3.2. The speech component of the connection shall be in accordance with the requirements for the ICO telephony service as described above. 4.1.3.3.3. The facsimile component of the connection shall be in accordance with the requirements for the ICO automatic group 3 facsimile service as described above, but limited to a maximum of 4.8kbps. 4.1.3.3.4. The IGF shall support the use of the GSM incall modification procedure. 4.1.3.4. ALTERNATE VOICE/GROUP 3 FACSIMILE (UP TO 2400 bps) USING INBAND DETECTION 4.1.3.4.1. The IGF shall detect the usage of in-band fax tones. Upon such detection, the IGF shall perform an in-call modification to change the voice codecs in IGF and UT from voice mode to fax mode, transparent to the MSSC. The GSM bearer capability shall remain 3.1 kHz audio. 4.1.3.4.2. The facsimile data rates when using inband detection shall be limited to 2400bps. 4.1.3.4.3. The IGF shall support in-band alternative voice/facsimile operation only where the facsimile data is transported over a speech circuit. That is, where there is only one bearer capability indication at call setup, and that bearer capability is 3.1 kHz audio or speech. 4.1.3.4.4. The voice codec shall support the detection of audio facsimile tones. 4.1.3.4.5. The IGF shall support the switch from voice to facsimile mode and vice versa. Page 15 of 192 ICO Proprietary and Confidential 249 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.2. BASIC BEARER SERVICES 4.2.1. CIRCUIT MODE DATA SERVICES (UP TO 9600 bps) USING GSM STANDARD 4.2.1.1. The IGF shall support the following GSM standard circuit-mode data services listed below, as defined in TS GSM 02.02 subject to the clarifications included below: 4.2.1.2. Asynchronous data (BS 2x), transparent and non-transparent, at bit rates of 300, 1200, 1200/75, 2400, 4800 and 9600 bps. 4.2.1.3. Synchronous data (BS 3x), transparent, at bit rates of 1200, 2400, 4800, and 9600 bps. 4.2.1.4. Access from a mobile station to a packet switched data network shall be possible via the PAD (Packet Assemble/Disassembly) facility of the Data Interworking Function of IGF or via a PAD accessible via the switched telephone network. In both cases the same asynchronous rates 300, 1200, 2400, 1200/75 AND 4800 bps shall be supported. 4.2.1.5. The Data Interworking Function of IGF shall support basic packet services at 2400, 4800 and 9600 bps. Support of basic packet service in IGF is the passing of X.25 packet layer information. The services use either a modem or the Unrestricted Digital Information (UDI) Transfer Capability of the ISDN, in both cases X.31 HDLC flag stuffing is used for rate adaptation. With a modem both transparent and non transparent services are supported. With UDI, utilising the HDLC flag stuffing towards ISDN, only non-transparent services are supported. 4.2.1.6. For the case of 9600 bps transmission. un-encoded 2 slot transmission shall be used. 4.2.2. CIRCUIT MODE DATA SERVICES (UP TO 38.4 kbps) USING GSM STANDARD 4.2.2.1. The IGF shall support High Speed Circuit Switched Data (HSCSD) services in accordance with the emerging GSM phase 2+ services as defined in TS GSM 02.02 and TS GSM 02.34 subject to the clarifications included below. For further details of the Ericsson implementation of these services see ETL document LK/XX 1056-272. 4.2.2.2. The IGF shall support subscription to the following bearer services: 1. general asynchronous (BS 20) 2. general synchronous (BS 30) 4.2.2.3. The IGF shall support both transparent and non-transparent services. 4.2.2.4. The IGF shall support autobauding for transparent and non-transparent services. For non-transparent services it shall be possible to change the data rate during the call. 4.2.2.5. The IGF shall support the modification of the number of channels allocated to a particular HSCSD connection via in-call modification and on handover. 4.2.2.6. If during the assignment of traffic channels or at handover a traffic channel congestion is encountered, the call set-up or handover can be carried using less channels than initially requested. 4.2.2.7. Circuit mode data services shall be supported by the system at data rates of 9.6, 14.4, 16.8, 19.2, 21.6, 24.0, 26.4, 28.8, 31.2, 33.6 and 38.4kbps. 4.2.2.8. This service shall only be provided to UTs which can utilise more than 2 air interface slots as indicated by their classmarks. 4.2.2.9. The IGF shall support data compression based on ITU-T V.42bis towards both the PSTN and the UT. 4.2.2.10. The call detail records for mobile originated and mobile terminated cases produced by the MSSC shall include the number of traffic channels (i.e. air interface slots) assigned at the start of charging. If the number of traffic channels used changes during the call, the new assigned number of traffic channels shall be stored, as well, in the call data record. 4.2.3. ALTERNATE VOICE AND DATA SERVICES USING VOICE CODEC SIGNALLING 4.2.3.1. For mobile terminated and mobile originated calls, the IGF shall detect in-band data tones and modulation. Upon such detection, the IGF shall perform an in-call modification to change the voice codecs, in IGF and UT from voice mode to data mode, transparent to the MSSC. The GSM bearer capability shall remain 3.1 kHz audio. 4.2.3.2. The data rates for alternate voice/data operation shall be limited to 2400bps. 4.2.3.3. The voice codec shall support the detection of audio modem tones. 4.2.3.4. The IGF shall support the switch from voice to data mode and vice versa. Page 16 of 192 ICO Proprietary and Confidential 250 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4 .3. GSM SUPPLEMENTARY SERVICES 4.3.1. GENERAL 4.3.1.1. The IGF shall support the subscription (provision/withdrawal) of each of the GSM supplementary services on an individual subscriber (IMSI) basis. 4.3.1.2. The IGF shall support the management of the supplementary services by the end user (registration/erasure/activation/deactivation/interrogation/password control) as defined in TS GSM 02.04. 4.3.1.3. The IGF shall support the registration/erasure/activation and deactivation of each of the supplementary services on a basic service group basis as defined in TS GSM 02.04. 4.3.1.4. The IGF shall support the use of the Unstructured Supplementary Service Data (USSD) mechanisms for interaction with the end-user as defined in TS GSM 02-90, TS GSM 03.90 and TS GSM 04.90. 4.3.1.5. Both user and network initiated USSD shall be included, as well as the capability to handle the USSD dialogues initiated from applications in the HLR; and from applications that use the USSD procedures to communicate with the HLR and are located in external nodes. 4.3.2. LINE IDENTIFICATION SERVICES 4.3.2.1. CALLING LINE IDENTIFICATION PRESENTATION (CLIP) 4.3.2.1.1. The IGF shall comply with the GSM phase 2 Calling Line Identification Presentation (CLIP) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. 4.3.2.2. CALLING LINE IDENTIFICATION RESTRICTION (CLIR) 4.3.2.2.1. The IGF shall comply with the GSM phase 2 Calling Line Identification Restriction (CLIR) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. 4.3.2.3. CONNECTED LINE IDENTIFICATION PRESENTATION (COLP) 4.3.2.3.1. The IGF shall comply with the GSM phase 2 Connected Line Identification Presentation (COLP) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. 4.3.2.4. CONNECTED LINE IDENTIFICATION RESTRICTION (COLR) 4.3.2.4.1. The IGF shall comply with the GSM phase 2 Connected Line Identification Restriction (COLR) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. 4.3.3. CALL FORWARDING SERVICES 4.3.3.1. CALL FORWARDING UNCONDITIONAL (CFU) 4.3.3.1.1. The IGF shall comply with the GSM phase 2 Call Forwarding Unconditional (CFU) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. 4.3.3.2. CALL FORWARDING ON MOBILE SUBSCRIBER BUSY (CFB) 4.3.3.2.1. The IGF shall comply with the GSM phase 2 Call Forwarding on Mobile Subscriber Busy (CFB) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. 4.3.3.3. CALL FORWARDING ON NOT REACHABLE (CFNRc) 4.3.3.3.1. The IGF shall comply with the GSM phase 2 Call Forwarding on Not Reachable (CFNRc) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. 4.3.3.4. CALL FORWARDING ON NO REPLY (CFNRy) 4.3.3.4.1. The IGF shall comply with the GSM phase 2 Call Forwarding on No Reply (CFNRy) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. Page 17 of 192 ICO Proprietary and Confidential 251 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.3.4. CALL WAITING AND CALL HOLD SERVICES 4.3.4.1. CALL WAITING (CW) 4.3.4.1.1. The IGF shall comply with the GSM phase 2 Call Waiting (CW) service as defined in TS GSM 02.83, TS GSM 03.83 and TS GSM 04.83. 4.3.4.2. CALL HOLD (HOLD) 4.3.4.2.1. The IGF shall comply with the GSM phase 2 Call Hold (HOLD) service as defined in TS GSM 02.83, TS GSM 03.83 and TS GSM 04.83. 4.3.5. MULTI-PARTY SERVICES 4.3.5.1. MULTI-PARTY (MPTY) 4.3.5.1.1. The IGF shall comply with the GSM phase 2 Multi-Party (MPTY) service as defined in TS GSM 02.84, TS GSM 03.84 and TS GSM 04.84. 4.3.6. CLOSED USER GROUP SERVICES 4.3.6.1. CLOSED USER GROUP (CUG) 4.3.6.1.1. The IGF shall comply with the GSM phase 2 Closed User Group (CUG) service as defined in TS GSM 02.85, TS GSM 03.85 and TS GSM 04.85. 4.3.7. CALL RESTRICTION SERVICES 4.3.7.1. BARRING OF ALL OUTGOING CALLS (BAOC) 4.3.7.1.1. The IGF shall comply with the GSM phase 2 Barring of All Outgoing Calls (BAOC) service as defined in TS GSM 02.88, TS GSM 03.88 and TS GSM 04.88. 4.3.7.2. BARRING OF ALL INCOMING CALLS (BAIC) 4.3.7.2.1. The IGF shall comply with the GSM phase 2 Barring of All Incoming Calls (BAIC) service as defined in TS GSM 02.88, TS GSM 03.88 and TS GSM 04.88. 4.3.7.3. BARRING OF ALL OUTGOING INTERNATIONAL CALLS (BOIC) 4.3.7.3.1. The IGF shall support Barring of all outgoing international calls (BOIC), using the standard unmodified GSM functionality. However this may not fully function as specified for ICO operation. 4.3.7.4. BARRING OF OUTGOING INT. CALLS EXCEPT THOSE TO THE HOME COUNTRY (BOICexHC) 4.3.7.4.1. The IGF shall support Barring of outgoing international calls except those to the Home Country (BOICexHC), using the standard unmodified GSM functionality. 4.3.7.5. BARRING OF INC. CALLS WHEN ROAMING OUTSIDE THE HOME COUNTRY (BIC-ROAM) 4.3.7.5.1. The IGF shall support Barring of incoming calls when roaming outside the Home Country (BIC-Roam), using the standard unmodified GSM functionality. 4.3.8. ADVICE OF CHARGE SERVICES 4.3.8.1. ADVICE OF CHARGE - INFORMATION LEVEL (AoCI) 4.3.8.1.1. The IGF shall comply in full with the GSM phase 2 Advice Of Charge - Information Level (AoCI) service as defined in TS GSM 02.86, TS GSM 03.86 and TS GSM 04.86. 4.3.8.1.2. The service on offer does not include any ICO specific modifications. 4.3.8.2. ADVICE OF CHARGE - CHARGING LEVEL (AoCC) 4.3.8.2.1. The IGF shall comply in full with the GSM phase 2 Advice Of Charge - Charging Level (AoCC) service as defined in TS GSM 02.86, TS GSM 03-86 and TS GSM 04.86. 4.3.8.2.2. The service on offer does not include any ICO specific modifications. Page 18 of 192 ICO Proprietary and Confidential 252 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.4. ICO SPECIFIC SERVICES 4.4.1. HIGH PENETRATION NOTIFICATION (HPN) SERVICE 4.4.1.1. SERVICE DEFINITION 4.4.1.1.1. The IGF shall support the subscription (provision/withdrawal) of the ICO HPN supplementary service (HPN-SS) on an individual subscriber (IMSI) basis. 4.4.1.1.2. The IGF shall support the following two levels of priority for the scheduling of HPN messages as a subscription option: 1. standard 2. high priority 4.4.1.1.3. In accordance with the ISDN/GSM service model, the HPN supplementary service shall apply to the following basic service groups as defined in TS GSM 02.04: 1. speech (BSG 1) 2. short message service (BSG 2) 3. facsimile services (BSG 6) 4. data circuit asynchronous (BSG 7) 5. data circuit synchronous (BSG 8) 4.4.1.1.4. The IGF shall support the subscription to the HPN service by cellular roamers to the ICO network via the appropriate cellular/satellite interworking function. 4.4.1.1.5. The HPN-SS shall be activated as a result of provision i.e. no user MMI actions are required for the registration/erasure/activation/deactivation of this service. 4.4.1.1.6. The HPN-SS shall be invoked by the IGF on the failure to page a UT for the purpose of incoming call alerting or delivery of a mobile terminated SMS message. 4.4.1.1.7. The HPN-SS shall also be invoked in case of an attempt to deliver an incoming call or mobile terminated short message to a subscriber for whom the IMSI-detach flag has been set. In such cases the escalation to HPN paging shall occur without any attempt at medium penetration (MP) paging. 4.4.1.1.8. The invocation of the HPN-SS by the IGF shall result in the transmission of a HPN message to the UT. 4.4.1.1.9. The IGF shall support the following types of content for the HPN message, as specified in ICO 103.40: 1. notification with information extracted from the header of an SMS message 2. incoming call details (e.g. the calling line identity) 4.4.1.1.10. The IGF shall support the reception of an HPN acknowledgement from the UT. 4.4.1.1.11. In the event of a failure by the IGF to reach the UT, macro-diversity shall be applied in the form of multiple retries over an extended period of time. 4.4.1.1.12. The HPN-SS shall be restricted by the IGF to subscribers roaming within the ICONET and shall not interfere in any way with the services on offer to ICO subscribers whilst roaming in foreign networks. 4.4.1.1.13. The IGF shall support the applications defined in the appendices of ICO 103.40. 4.4.1.1.14. The IGF shall support the 103.40, 05.xx,04.xx, and 104.08 Series AI documents. 4.4.1.1.15. The IGF shall be capable of using any satellite visible (down to an NMC configurable limit) to the UT, to increase the likelihood of message delivery. 4.4.1.1.16. The IGF shall use co-ordination and queuing methods to reduce message delivery delay and to achieve efficient use of the satellite resource. 4.4.1.1.17. The IGF shall resend messages, up to a configurable limit, where this can increase message transfer success. 4.4.1.1.18. The HPN subsystem shall prevent re-transmission of a message when an acknowledgement for the message has been received from the UT. 4.4.1.1.19. For further details of the HPN service see ICO 103.40. 4.4.1.2. HPN PRIVACY 4.4.1.2.1. The HPN transmission to the UT shall be encrypted by a [TBD] encryption algorithm. The algorithm shall be supplied by ICO. The algorithm shall use a time variant key (Kh) which is derived from the subscriber TMSI and HPN Frame Id. The application of HPN privacy based on the TMSI shall not compromise the existing security mechanisms applied to the other channels. Page 19 of 192 ICO Proprietary and Confidential 253 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.4.2. ICO DUAL-NUMBERING (OPTION) 4.4.2.1. The IGF shall support the subscription by cellular roamers to the ICO dual-numbering option. This requires the provision of an Interworking Location Register for the applicable cellular network standard. 4.4.2.2. The IGF shall support the allocation of an ICO MSISDN to an existing cellular subscriber, in addition to the existing cellular MSISDN, for each service subscribed to. 4.4.2.3. For a subscriber with ICO dual-numbering, the IGF shall support the delivery of incoming calls via ICO MSISDNs to: 1. subscribers currently registered on ICO 2. subscribers currently registered on cellular networks (F/R) 4.4.2.4. For a subscriber with ICO dual-numbering, the ILR shall support the selection, at subscription time, by the end-user of the primary MSISDN to be used for calling line identification (CLI) purposes. (F/R) 4.4.3. NATURAL LANGUAGE SUPPORT 4.4.3.1. The IGF shall support the selection of a "preferred language" by the end-user as a subscription option. 4.4.3.2. The IGF shall store the "preferred language" of the subscriber in the service profile stored within the HLR and VLR registers. 4.4.3.3. The IGF shall also store the "preferred language" of the subscriber in the service profile contained within the cellular/satellite interworking function. (F/R) 4.4.3.4. For voice announcements and prompts to the subscriber the IGF shall employ the "preferred language" to select the language used. 4.4.3.5. For announcements the IGF shall support a minimum of 30 different languages. subject to the storage capacity for announcements. 4.4.3.6. For voice messaging services, the IGF shall also support the use of a language preference the extent of this support shall be determined by the PDR. 4.4.3.7. For roamers to the ICO network, the IGF shall support the derivation of the correct language for announcements etc., from the home network (MCC/MNC) of the subscriber via IMSI-range analysis. 4.5. MAIL AND MESSAGING SERVICES (OPTION) 4.5.1. GENERIC MESSAGING PLATFORM REQUIREMENTS 4.5.1.1. The IGF shall include a flexible messaging platform for the provision of the following mail and messaging services: 1. voice mail 2. fax mail (F/R) 3. short messaging (SMS) 4. email (F/R) 4.5.1.2. The IGF messaging platform shall support both a centralised or de-centralised configuration for the provision of messaging services. 4.5.1.3. In order to support the distributed mailbox architecture, the IGF messaging platform shall support 1. remote access (storage and retrieval) to a mailbox from another messaging node (F/R) 2. the exchange of mail, in compressed form, between different messaging nodes. 4.5.1.4. The IGF messaging platform shall support the subscription by the end-user to a combination of any of the following types of mailbox: 1. voice mailbox 2. fax mailbox (F/R) 3. email (F/R) 4.5.1.5. The IGF shall provide a flexible script-based menu system for dialogue with the end-user. Interaction with the end-user shall be by means of DTMF and Interactive Voice Response (IVR). 4.5.1.6. The IGF messaging platform shall support, as a subscription option, the use of multiple languages, for voice prompts and other forms of dialogue with the end user. 4.5.1.7. The IGF shall provide the necessary tools for ICO to modify the individual menus or scripts employed by the messaging platform. (F/R) Page 20 of 192 ICO Proprietary and Confidential 254 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.5.1.8. The IGF messaging platform shall support the use of multiple time zones. The time zone to be employed for a particular mailbox shall be a subscription option. (F/R) 4.5.1.9. The IGF messaging platform shall support the use of an individual personal identification number (PIN) for access protection. The subscriber shall be able to modify his/her PIN as part of the mailbox customisation process. 4.5.1.10. The IGF messaging platform shall permit the mailbox owner to record and install personalised greetings for each of the mailbox services subscribed to. 4.5.1.11. The IGF messaging platform shall produce call detail records for each mailbox transaction including, but not limited to the following: 1. deposit 2. retrieval 3. forwarding/distribution of mail (F/R) 4. notification of waiting mail 5. customisation of mailbox options. (F/R) 4.5.2. VOICE MAILBOX 4.5.2.1. The messaging platform shall support the allocation of a voice mail box on an individual subscriber (MSISDN) basis. 4.5.2.2. The IGF messaging platform shall support the following functions for voice mailboxes: 1. deposit, reception of voice mail 2. retrieval of voice mail from a UT 3. retrieval of voice mail from a fixed phone 4. forwarding of voice mail (F/R) 5. distribution lists, distribution of voice mail according to pre-set distribution lists. (F/R) 4.5.3. FAX MAILBOX (F/R) 4.5.3.1. The messaging platform shall support the allocation of a fax mail box on an individual subscriber (MSISDN) basis. 4.5.3.2. The IGF messaging platform shall support the following functions for fax mailboxes: 1. deposit, reception of fax 2. retrieval of fax to UT 3. retrieval of fax to fixed phone 4. forwarding of fax to other destinations 5. distribution, distribution of faxes according to pre-set distribution lists. 4.5.3.3. The IGF shall support the use of standard fax cover sheets for the forwarding/distribution of fax mail. 4.5.3.4. In case of distribution, the IGF messaging platform shall insert the appropriate name and fax number from the distribution list into the fax cover sheet. 4.5.4. EMAIL (F/R) 4.5.4.1. The messaging platform shall support the allocation of an email account on an individual subscriber basis. 4.5.4.2. The IGF messaging platform shall support the following email functions: 1. transmission of email to external systems, including at least Internet SMTP. 2. reception of email from external systems, including at least Internet SMTP. 3. forwarding of email 4. conversion of email to SMS messages for notification purposes 5. conversion of SMS message(s) to email. 4.5.5. SMS 4.5.5.1. The messaging platform shall support the use of SMS without an explicit subscriber profile in the messaging platform. 4.5.5.2. The IGF messaging platform shall support the following SMS functions: 1. reception/storage/transmission of short messages from/to subscribers located within the ICONET 2. reception/storage/transmission of short messages from/to subscribers located within cellular networks 3. reception/storage/transmission of short messages from/to external information providers Page 21 of 192 ICO Proprietary and Confidential 255 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4. conversion of short messages to email 4.5.5.3. The IGF messaging platform shall include the following GSM standard functionality: 1. the SMS centre (SMSC) functionality as defined in TS GSM 03.40 2. the SMS GATEWAY MSC (SMS-GMSC) functionality as defined in TS GSM 03.40 3. the SMS INTERWORKING MSC (SMS-IWMSC) FUNCTIONALITY AS defined in TS GSM 03.40 4.5.5.4. The IGF messaging platform shall support the following GSM standard features: 1. the use of the validity period as defined in TS GSM 03.40 2. delivery of both standard and priority short messages as defined in TS GSM 03.40 3. status reporting as defined in TS GSM 03.40 4. the use of the reply-path functionality described in TS GSM 03.40 5. message waiting data and the service centre alerting procedure as defined in TS GSM 03.40 and TS GSM 09.02 6. the GSM default alphabet as defined in TS GSM 03.38 7. multi-alphabet support including UCS2/UNICODE (ISO 10646-1) 8. user-defined (8-bit binary) encoding as defined in TS GSM 03.38 9. multiple short message transfer (to avoid re-authentication etc.) as defined in TS GSM 03.40 10. segmentation and reassembly of "long messages" 4.5.6. MAILBOX ACCESS AND RETRIEVAL 4.5.6.1. The IGF shall support the use of a short form common access number (2-3 digits) for access to the messaging system from within the ICO network. 4.5.6.2. The IGF shall also support a common access number for access to the messaging system from outside the ICO network i.e. from the PSTN/ISDN. 4.5.6.3. The IGF shall be capable of deriving the correct mailbox number from the calling line identity (CLI) if available. 4.5.6.4. If the CLI is unavailable or no matching mailbox entry can be found then it shall be possible for the end user to select the required mailbox number e.g. via DTMF. 4.5.6.5. The IGF shall also support the use of a personal identification number (PIN) or password, for example via DTMF, for authentication purposes. 4.5.6.6. In cases where the CLI is unavailable the entry of the correct password shall be mandatory. 4.5.6.7. If the CLI is available then the usage of the password shall be configurable (enable/disable) by the end user. 4.5.6.8. It shall also be possible for the end user to change the password. 4.5.6.9. The functions supported in the Voicemail subsystem shall include the following: 4.5.6.10. Deposit Session 1. Common Access Number 2. Message Review & Re-recording 3. Pre-defined Text Message Menu 4. Language Selection 5. Operator Fallback 6. Access to Additional Mailboxes 7. Transfer to Mailbox Retrieval Session 4.5.6.11. Retrieval & Administration Session 1. Common Access Number 2. New User Setup 3. System Administrator Broadcast Message 4. Subscriber Language Control 5. Pause 6. Replay / Rewind 7. Message information 8. Skip / FF 9. Delete / Save 10. Rapid Retrieval Mode 11. Operator Fallback 12. Record and Deposit Message to Another Mailbox 13. Enable/Disable Automatic Message Information 14. SPIG - Service Provider Identity Greeting 15. Standard System Greeting Page 22 of 192 ICO Proprietary and Confidential 256 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 16. Personal Greeting 17. Absence Greeting 4.5.6.12. Security Control 1. Change Password 2. Enable/Disable Mailbox Security 4.5.6.13. SMS Notification 1. Enable/Disable SMS Notification 2. New Voice Mail 3. Mailbox Full 4.5.6.14. Outdial Notification 1. Enable/Disable Outdial Notification 2. Review & Change Outdial Number 3. Voice Prompt Only 4.5.6.15. Voice Prompt Followed by New Messages 4.5.7. MAILBOX NOTIFICATION 4.5.7.1. The messaging platform shall support SMS notification over the GSM network and shall be able to make an outdial for notification and delivery of the waiting messages. 4.5.7.2. It shall be also possible to send a notification as an Internet mail. 4.5.7.3. It shall be possible to make an outdial to a paging network for paging notification. 4.5.7.4. In case of voice call-back ("outdial") and activated call forwarding, the IGF shall prevent the forwarding of the call-back notification to the same mailbox (i.e. to avoid loop back). (F/R) 4.5.8. ACCESS TO EXTERNAL SYSTEMS 4.5.8.1. The messaging platform shall support the exchange of messages with external systems via: 1. dial-up connection (e.g. for generation of MT SMS) (F/R) 2. external mail systems (Internet SMTP/ X.400) (F/R) 3. existing paging systems via the Telecator Network Paging Protocol (TNPP) 4. external user client/ system via the Telecator Application Protocol (TAP) and V.32 5. external user client/ system via TDP/TME and V.32 and Modem Pool 6. external user client/ system via TDP/TME and TCP/IP 7. external user client/ system via the Computer Access Protocol Version II (CAP II) over X.25 (F/R) 4.6. ADVANCED SERVICES (F/R) 4.6.1. GENERAL IN PLATFORM REQUIREMENTS 4.6.1.1. GENERAL 4.6.1.1.1. The IGF shall include an intelligent network (IN) platform to enable the provision of customised services for calls to/from both ICO subscribers and roamers within the ICONET. 4.6.1.1.2. The IN platform shall include the following components: 1. an integrated Service Switching function (SSF) in each MSSC 2. Intelligent Peripherals (IPs) either standalone or integrated in the MSSC 3. Service Control Point (SCP) with integrated Service Data Point (SDP) 4. Service Management Point (SMP) with Service Management Access Function (SMAF) 5. Service Creation Environment (SCE) including workstations 4.6.1.2. SERVICE SWITCHING FUNCTION (SSF) 4.6.1.2.1. Each MSSC of the IGF shall be equipped with an integrated SSF function as defined in ITU-T Q.1214. 4.6.1.2.2. The MSSC shall also be capable of routing to an SSF located in a standalone Service Switching Point (SSP) either within ICONET or other networks. 4.6.1.2.3. The SSF shall be capable of communicating with SCPs, both within the ICONET and other networks, via the ETSI CORE INAP (CS-1) protocol as defined in ETS 300 374-1. Page 23 of 192 ICO Proprietary and Confidential 257 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.6.1.2.4. The SSF shall be capable of being upgraded to CS-2 as and when this becomes available. 4.6.1.2.5. In addition to the standard ETSI CS-1 INAP features, the IGF INAP shall support via the appropriate extension mechanisms, the transport of mobile specific information including, but not limited to, the following: 1. IMSI 2. Class mark 3. Basic Service Codes and bearer capabilities 4. Supplementary service codes and parameters 5. UT position (i.e. Service Area) 4.6.1.2.6. The SSF shall also be capable of supporting the GSM CAMEL feature, as defined in TS GSM 02.78, when this becomes available. 4.6.1.2.7. Each SSF of the IGF shall be capable of communicating with multiple SCPs including, but not limited to: 1. service based routing i.e. specific services assigned to specific SCPs 2. subscriber based routing i.e. subscriber groups assigned to specific SCPs 3. loadsharing between multiple but functionally equivalent SCPs 4.6.1.2.8. In the event of an outage of a particular SCP, it shall be possible to route traffic automatically to an alternative or backup SCP. 4.6.1.2.9. The SSF shall support both originating and terminating state models, detection points and triggers. 4.6.1.2.10. The SSF shall support the terminating state model in both the GMSSC and the VMSSC. 4.6.1.2.11. The SSF shall support triggering on the basis of the analysis of the dialled digit string and on the basic of service keys stored in the service profile of the HLR/VLR. 4.6.1.2.12. The HLR shall support the provisioning of the IN service keys in the HLR and the HLR component of the appropriate cellular/satellite interworking function (CS-IWF). 4.6.1.2.13. The SSF shall support triggering on the basis of both dialled number (MSISDN) and roaming number (MSRN) in the GMSSC. This shall include the ability of the SSF to prevent the subsequent triggering on MSRN if an IN dialogue on the basis of the MSISDN has already taken place. 4.6.1.2.14. The presence or lack of an IN service key shall not interfere in any way with the operation of the GSM emergency call service. 4.6.1.2.15. The SSF shall also be capable of supporting mobile specific extensions to the basic call state models in order to permit the initiation of an INAP dialogue as a result of: 1. location registration/updating 2. mobile originated/terminated SMS 3. management of supplementary service information (reg./era./act./deact./int.) by the end-user 4. unstructured supplementary service data (USSD) 4.6.1.3. INTELLIGENT PERIPHERALS (IPs) 4.6.1.3.1. The IGF shall include intelligent peripherals (IPs) for interaction with the end-user as defined in ITU-T Q.1214. 4.6.1.3.2. The IGF IPs shall support the generation of announcements and tones. 4.6.1.3.3. The IGF IPs shall support the collection of digits from the end-user via the prompt and collect user information operation. 4.6.1.3.4. The IGF IPs shall support the reception of DTMF tones as defined in ITU-T Q.23 and CEPT T/CS 46-08. 4.6.1.3.5. The IGF IPs shall support the simultaneous allocation of announcements and tone generators to the same channel as a DTMF receiver. 4.6.1.3.6. The IGF IPs shall support the assignment of both interruptible and non-interruptible announcements according to the INAP protocol. 4.6.1.4. SERVICE CONTROL POINT (SCP) 4.6.1.4.1. The SCP shall include a service control function (SCF) as defined in ITU-T Q.1214. 4.6.1.4.2. The SCF shall be capable of selecting the particular service(s) to be executed on the basis of the contents of the INAP initialDP message including, but not limited to, the following: Page 24 of 192 ICO Proprietary and Confidential 258 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 1. service key 2. called party number 3. calling party number 4. detection point. 4.6.1.4.3. The SCF shall also be capable of selecting the service(s) to be executed on the basis of the service data stored in the SDF. 4.6.1.4.4. The SCF shall be capable of controlling the generation of call detail records in the SSF. 4.6.1.4.5. The SCF shall be capable of storing additional IN relevant data in the call detail records produced by the SSF component of the MSSC. 4.6.1.4.6. The SCF shall provide mechanisms for the generation and collection of statistics for the usage of services. 4.6.1.4.7. The SCP shall support mechanisms and interfaces to distribute the collected statistics to the IGF NMC. 4.6.1.4.8. The SCP shall include an internal Service Data Function (SDF) as defined in ITU-T Q.1214. 4.6.1.4.9. The SDF shall be capable of providing storage and access mechanism for service data including: 1. global data applicable to all services 2. data applicable to particular service types 3. call instance data for a particular service instance 4. service subscriber data 5. service user data 6. service provider data. 4.6.1.4.10. The SCP shall be capable of handling multiple versions of each service in order to permit the introduction of new services whilst maintaining a fall-back capability in case of service failure. 4.6.1.4.11. The SCP shall support the scheduled activation/deactivation of services. 4.6.1.4.12. The SCP shall be capable of operation in both simplex and mated-pair configurations. 4.6.1.4.13. The SCP shall include overload protection mechanisms. 4.6.1.4.14. The SCF shall also be capable of supporting the GSM CAMEL feature, as defined in TS GSM 02.78, when this becomes available. 4.6.1.5. SERVICE MANAGEMENT POINT (SMP) 4.6.1.5.1. The SMP shall be capable of managing the provisioning and deployment of new services including, but not limited to, the following: 1. management and distribution of service data to the SCPs 2. interfacing to the ICO ADC for provisioning 3. management and distribution of service logic 4.6.1.5.2. The IGF SMAF shall support the access by external systems to the SMP including both service subscribers and service provider systems. 4.6.1.6. SERVICE CREATION ENVIRONMENT (SCE) 4.6.1.6.1. The IGF shall include a service creation environment to support the development and testing of new IN services. 4.6.1.6.2. The IGF SCE shall include: 1. a GUI based service development facility 2. the creation and maintenance of Service Independent Building blocks (SIBs) 3. testing and debugging facilities for trialling new services 4. user terminal, SCP and SSP simulation capability for the validation of services prior to deployment in a live environment 5. interfaces to the SMP for downloading new service logic, data and management components. Page 25 of 192 ICO Proprietary and Confidential 259 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.6.2. IN SERVICES 4.6.2.1. GENERAL 4.6.2.1.1. The IGF intelligent network (IN) platform shall enable the provision of customised services for calls to/from both ICO subscribers and roamers within the ICONET via the appropriate cellular/satellite interworking function. 4.6.2.1.2. The IGF shall support the customisation of the service offering on the basis of at least the following: 1. identity (IMSI/MSISDN) of the subscriber 2. the location (service area) of the UT 3. the A-party number (CLI) 4. the called number 5. time and date. 4.6.2.1.3. The IN platform of the IGF shall support the use of multiple languages for use in dialogues with the end-user. 4.6.2.1.4. The IGF IN platform shall support a minimum of 30 different languages. 4.6.2.1.5. The IGF shall support the choice of language on the basis of individual service profiles, calling party number analysis (IMSI and MSISDN), location of the UT (i.e. service area), etc. 4.6.2.2. COMMUNITY OF INTEREST SERVICES 4.6.2.2.1. VIRTUAL PRIVATE NETWORKS (VPN) 4.6.2.2.1.1. The IGF shall support a Virtual Private Network Service as defined in ITU-T Q.12.11. This shall include the necessary service scripts and service management application 4.6.2.2.1.2. The IGF shall support the creation of ICO specific VPNs. 4.6.2.2.1.3. The IGF shall support access from the ICONET to existing VPNs 4.6.2.3. SUBSCRIBER-SPECIFIC IN SERVICES 4.6.2.3.1. ADVANCED CALL FORWARDING 4.6.2.3.1.1. The IGF shall support the use of the IN platform to provide a more advanced and more flexible form of call forwarding based on calling/called party numbers, date, time, location (i.e. service area), etc. 4.6.2.3.1.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.2. ADVANCED CALL BARRING 4.6.2.3.2.1. The IGF shall support the use of the IN platform to provide a more advanced and more flexible form of call barring based on calling/called party numbers, date, time, location (i.e. service area), permitted and forbidden number lists, etc. 4.6.2.3.2.2. The IGF shall be capable of applying advanced barring services in both the gateway MSSC (GMSSC) and the visited MSSC (VMSSC). 4.6.2.3.2.3. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.3. ORIGINATING CALL SCREENING 4.6.2.3.3.1. The IGF shall support an Originating Call Screening (OCS) service as defined in ITU-T Q.1211. 4.6.2.3.3.2. The IGF shall support the creation by ICO of such screening services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.4. TERMINATING CALL SCREENING 4.6.2.3.4.1. The IGF shall support a Terminating Call Screening (TCS) service. 4.6.2.3.4.2. The IGF shall be capable of applying TCS in both the gateway MSSC (GMSSC) and the visited MSSC (VMSSC). 4.6.2.3.4.3. The IGF shall support the creation by ICO of such screening services via the service creation environment (SCE). A ready-made service script will not be included. Page 26 of 192 ICO Proprietary and Confidential 260 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.6.2.3.5. LOCATION DEPENDENT ROUTING 4.6.2.3.5.1. The IGF shall support the use of the IN platform to provide a more advanced and more flexible form of call routing based on the location of the UT (service area), calling/called party numbers, date, time, etc. This shall include the necessary service script(s) and service management application. 4.6.2.3.5.2. For further details see the description of the Ericsson feature of the same name. 4.6.2.3.6. PERSONAL NUMBER 4.6.2.3.6.1. The IGF IN platform shall support the personal number service i.e. the allocation of a single directory number for multiple destinations each of which is tried in turn until the call is answered. This shall include the necessary service script(s) and service management application. 4.6.2.3.6.2. For further details see the description of the Ericsson feature of the same name. 4.6.2.3.7. HOT LINE ROUTING 4.6.2.3.7.1. The IN platform of the IGF shall support the "hot line" routing i.e. the forced routing of all mobile originated calls from a particular subscriber to a single destination. 4.6.2.3.7.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.8. CALLER LIST 4.6.2.3.8.1. The IN platform of the IGF shall support the "caller list" or "CLI mailbox" functionality i.e. the storage of the CLI for failed incoming call attempts in a CLI mailbox, and the subsequent interrogation of that mailbox by the subscriber. 4.6.2.3.8.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.4. CHARGING SERVICES 4.6.2.4.1. PRE-PAID (DEBIT) SERVICE 4.6.2.4.1.1. The IGF shall support the use of pre-paid SIM cards. This shall include the necessary service scripts and service management application. 4.6.2.4.1.2. The following functions shall be included: 1. the maintenance of the balance in real-time by the IGF 2. the indication of a warning to the subscriber in the event of a lack of pre-cleared funds 3. the immediate disconnection of a connection when the balance reaches zero 4. the ability to check the B-number against screening lists 5. usage of carrier access code. 4.6.2.4.2. PRIVATE CALLS 4.6.2.4.2.1. The IGF shall support the use of two directory numbers for the same basic service, for business and private use respectively, in combination with a single subscription (IMSI). 4.6.2.4.2.2. The CDRs collected by the IGF shall support the separate billing of the subscriber for business and private usage based on the number dialled. 4.6.2.4.2.3. For mobile originated calls, the IGF shall permit the subscriber to determine to which of the two accounts (business/private) the call is to be billed and this shall be recorded in the appropriate CDRs. 4.6.2.4.2.4. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.4.3. SPLIT BILLING 4.6.2.4.3.1. The IGF shall support the Split Billing (SPL) service as defined in ITU-T Q.1211. 4.6.2.4.3.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. Page 27 of 192 ICO Proprietary and Confidential 261 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.7. SUBSCRIPTION TO ICO SERVICES 4.7.1. GENERAL 4.7.1.1. The IGF shall support the necessary subscriber profiles to permit the subscription to the services on offer within the ICO network and subscription checking prior to service usage. This shall include the subscriber profiles stored in the: 1. home location register (HLR) 2. authentication centre (AuC) 3. intelligent network service control point (SCP) (F/R) 4. messaging platform (VMS/SMSC). (OPTION) 4.7.1.2. (Note: services such as "itemised billing" are a matter for post-processing and are outside the scope of this section.) 4.7.2. SUBSCRIPTION PROFILES IN THE HLR/VLR 4.7.2.1. The HLR/VLR shall support the GSM standard profiles as defined in TS GSM 03.08 and TS GSM 12.02. 4.7.2.2. The HLR shall support the subscription (provision/withdrawal) of each of the GSM basic and supplementary services on offer within the ICO network on an individual subscriber (IMSI) basis. This shall include each of the subscription options described in the applicable individual GSM technical specifications. 4.7.2.3. The HLR and MSSC/VLR shall support the usage of PLMN (ICO) specific basic and supplementary services as defined in TS GSM 09.02. 4.7.2.4. The HLR and MSSC/VLR shall support the extension of the subscriber profile transferred via the MAP protocol by means of the ellipsis ("...") notation as described in TS GSM 09.02. 4.7.2.5. The IGF shall support the allocation of a basic or primary MSISDN. This MSISDN shall be transferred to the VLR from the HLR and employed for the purpose of calling line identification. 4.7.2.6. The HLR and MSSC/VLR shall support the allocation of additional MSISDNs for different basic services and/or bearer capabilities and use in connection with mobile terminated services. This is the GSM "multi-numbering" method as defined in TS GSM 09.07. 4.7.2.7. The HLR and MSSC/VLR shall support the subscription to the ICO specific services (HPN, language preference etc.) as described in the previous sections. 4.7.2.8. The IGF shall support regional subscription on the basis of ICO defined service areas. The IGF shall support a minimum of 65,000 service areas. These areas shall be non-uniform in size and freely configurable under ICO control. 4.7.2.9. The service areas shall permit the ICO Service providers to offer their customers subscription choices ranging from: 1. Global subscription; 2. Regional subscription: limited to one or several of the ICO-defined subscription areas; 3. Fixed subscription: limited to a fixed geographic location defined by a specific minimum sized service area. 4.7.2.10. Subscription with different tariff areas shall be possible for the above subscription choices. 4.7.2.11. It shall be possible for the MSSC/VLR to deny mobile originated and mobile terminated service to a subscriber located outside the regional or fixed subscription area. 4.7.2.12. The IGF shall also support regional charging i.e. the application of a different set of tariffs for services used whilst still roaming outside the local subscription area. 4.7.2.13. The IGF shall be capable of providing an indication to the subscriber of the current coverage area. This shall include an out of area indication if the subscriber roams outside the local area. 4.7.2.14. For those services based on in-band detection of modem and fax tones, a subscription to the basic telephony service shall be required. An explicit subscription to these services is not required. 4.7.2.15. The HLR and VLR shall support the storage of intelligent network (IN) service profile information in the subscription profiles. Page 28 of 192 ICO Proprietary and Confidential 262 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.7.3. SUBSCRIBER PROFILES IN THE IN PLATFORM (F/R) 4.7.3.1. For those services provided by the ICONET Intelligent network platform, the IN SCP and service management function (SMAS) shall support the use of individual subscriber profiles. 4.7.3.2. For individual profiles, the subscriber shall be identified by means of the MSISDN. 4.7.4. SUBSCRIBER PROFILES IN THE MESSAGING PLATFORM (OPTION) 4.7.4.1. For those services provided by the ICONET messaging platform, the messaging platform shall support the use of individual subscriber profiles. 4.7.4.2. For individual profiles, the subscriber shall be identified by means of one or more MSISDNs. 4.8. CELLULAR/SATELLITE ROAMING 4.8.1. GENERAL 4.8.1.1. The IGF shall support roaming between the ICONET and the following types of cellular network 1. networks employing GSM MAP (GSM 900/DCS 1800/PCS 1900) 2. networks employing TIA IS.41 (AMPS/DAMPS/CDMA) (OPTION) 3. networks employing TTC MAP (PDC 800/PDC 1500) (OPTION) 4.8.1.2. The IGF shall support roaming in both directions i.e. from other networks to ICO, and from ICO to other networks in accordance with the table in Section 4.8.9. 4.8.2. ROAMING WITH IS.41 BASED NETWORKS (OPTION) 4.8.2.1. For roaming between IS.41 based networks and ICONET an additional "roaming subscription" is required to map the identifiers and services employed within the home and visited network. The IGF shall support the provisioning of this additional service profile information. 4.8.2.2. For roaming from IS.41 based networks to ICONET, the cellular/satellite interworking function of the IGF shall perform the functions of an IS.41 VLR towards the IS.41 network and the functions of a GSM HLR/AuC towards the ICONET. 4.8.2.3. For roaming from ICONET to IS.41 based networks, the cellular/satellite interworking function of the IGF shall perform the functions of an IS.41 HLR/AuC towards the IS.41 network and the functions of a GSM VLR towards the ICONET. 4.8.2.4. For roaming with IS.41 based networks, the IGF shall support interworking with cellular networks operating either IS.41 Revision C or IS.41 Revision B (both capabilities are required of the IGF). 4.8.3. ROAMING WITH PDC NETWORKS (OPTION) 4.8.3.1. For roaming between TTC MAP based networks and ICONET an additional "roaming subscription" is required to map the identifiers and services employed within the home and visited network. The IGF shall support the provisioning of this additional service profile information. 4.8.3.2. For roaming from PDC networks to ICONET, the cellular/satellite interworking function of the IGF shall perform the functions of a PDC GLR towards the PDC network and the functions of a GSM HLR/AuC towards the ICONET. 4.8.3.3. In order to support the handling of roaming numbers and the routing of calls between PDC networks and the ICONET a switching function, the cellular/satellite gateway MSC (CS-GMSC), is also required. The cellular/satellite roaming function of the IGF shall include the required CS-GMSC functionality. 4.8.3.4. For roaming with PDC based networks, the IGF shall support 1. version 2 (1994) of the TTC MAP DMNI standard (TTC JJ-70.10) (F/R) 2. the proprietary Digital Tuka interface (DTIF). Page 29 of 192 ICO Proprietary and Confidential 263 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.8.4. ROAMING WITH GSM BASED NETWORKS 4.8.4.1. ANONYMOUS GSM ROAMERS 4.8.4.1.1. For roaming between GSM based networks and ICONET, the IGF shall support automatic and "anonymous" roaming i.e. roaming based on the service profile stored in the home network and without an explicit subscription to the visited network. 4.8.5. GENERIC ROAMING FUNCTIONS (OPTION, EXCEPT FOR GSM ROAMING) 4.8.5.1. NUMBERING, ADDRESSING AND IDENTIFICATION 4.8.5.1.1. The IGF shall support the mapping between the different identifiers employed within the different networking standards for numbering, addressing and identification purposes. This shall include the mapping between: 1. GSM IMSI/MSISDN and IS.41 MIN/ESN 2. GSM IMSI/MSISDN and PDC MSN/MSI 4.8.5.1.2. The cellular/satellite interworking functions shall be capable of handling any ITU-T E.212 compliant IMSI e.g. the use of the PDC MSI as an IMSI without the allocation of and mapping to an ICO IMSI 4.8.5.2. AUTHENTICATION 4.8.5.2.1. In order to protect roamers from fraudulent misuse, the IGF shall support the use of authentication in all roaming cases. 4.8.5.2.2. In cases where end-to-end authentication between the subscriber and the home HLR is not technically possible, the IGF shall at least support the use of authentication between the subscriber and the cellular/satellite interworking function employing the authentication procedures of the visited network. 4.8.5.3. LOCATION MANAGEMENT 4.8.5.3.1. The IGF shall support the roaming functions required to ensure that the subscriber is reachable within each type of visited network. This shall include: 1. location registration/update 2. location cancellation 3. deregistration i.e. purging of subscriber records in the VLR (GLR) 4.8.5.3.2. The IGF shall pass back each initial registration in a new network to the home network of the roaming subscriber. 4.8.5.3.3. To avoid unnecessary signalling traffic, the IGF shall be capable of handling subsequent location updates, within the same network, without passing them back to the home network. 4.8.5.3.4. For the PDC to ICO roaming case, the subsequent location updates will be handled through the home network. 4.8.5.4. ROUTING FOR MOBILE TERMINATED CALLS 4.8.5.4.1. In order to support the optimal routing of mobile terminated calls, the IGF shall be capable of retrieving routing information from the location registers of both the cellular and ICO networks. This shall include the interrogation of the HLRs and the retrieval of routing numbers from the VLRs (GLRs for PDC). 4.8.5.4.2. For roaming between ICO and IS.41, the IGF shall be capable of handling both GSM MSRNs and IS.41 routing numbers (TLDNs) and of converting between the two. 4.8.5.4.3. For roaming between ICO and PDC the IGF shall be capable of handling the TTC MAP RON and of mapping the RON to a GSM MSRN and vice versa. Unlike GSM and IS.41, the TTC MAP RON is allocated on location registration and not on a call by call basis and this requires additional processing by the IGF. 4.8.5.5. TRANSFER OF SUBSCRIBER DATA 4.8.5.5.1. The IGF shall be capable of retrieving subscriber profile information from HLRs of the home network and of downloading subscriber profile information to the VLRs (and GLRs in case of PDC roaming) of the visited network. Page 30 of 192 ICO Proprietary and Confidential 264 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.8.5.5.2. The IGF shall be capable of deleting the subscriber records from the VLR (GLR) on request by the HLR of the home network. 4.8.5.5.3. The IGF shall also be capable of deleting the subscriber record from the VLR (GLR) of the visited network as a result of network management operations. 4.8.5.6. MAPPING OF SERVICE PROFILES 4.8.5.6.1. As the services supported vary between the three cellular standards, the IGF shall be responsible for the mapping of services retrieved from the HLR onto their equivalent in the VLR (GLR) of the visited network. 4.8.5.6.2. As a minimum, the following forms of service mapping shall be supported by the IGF: 1. a direct mapping of compatible services (e.g. telephony) 2. conversion of functional equivalents (e.g. GSM call barring and IS.41 call delivery) 3. the use of standard default values for those services not present in the home system 4. the extension of the profile received from the home HLR to include additional services offered by the visited network, this additional service information shall be stored in the HLR components of the cellular/satellite interworking functions of the IGF 4.8.5.7. SUPPLEMENTARY SERVICE MANAGEMENT 4.8.5.7.1. The IGF shall support the MAP operations provided in each of the three cellular standards for the administration of supplementary services by the end user. 4.8.5.7.2. For GSM networks the IGF shall include the operations required to support the following actions: 1. registration/erasure 2. activation/deactivation 3. interrogation 4. the setting of passwords 5. unstructured supplementary service data (USSD) 4.8.5.7.3. For IS.41 based networks the IGF shall support remote feature activation. 4.8.5.7.4. In order to increase the transparency of the service to the end user, the IGF shall support, where possible, the MMI strings employed within the home network. For example, the MMI codes for call delivery (IS.41) should also be accepted within the ICO network and mapped onto the appropriate call restriction (barring) services. (F/R) 4.8.5.7.5. For those networks supporting the management of services/features from fixed network terminals via DTMF, this feature shall also be supported by the IGF in case of cellular/satellite roaming. 4.8.5.8. SHORT MESSAGING 4.8.5.8.1. The Short Message teleservice shall be supported in the IS.41 to ICO roaming case. (F/R) 4.8.5.8.2. The ILR Shall support SMS Mobile Originated locally in the ILR for the IS.41 to ICO roaming case. 4.8.5.8.3. The ILR shall support SMS Mobile Terminated locally within the ICO network for the IS.41 to ICO roaming case. If SMS Mobile terminated is to be supported an ICO MSISDN shall be used. 4.8.5.9. FAULT RECOVERY 4.8.5.9.1. The IGF shall support the MAP operations provided in each of the three cellular standards for fault recovery e.g. HLR restart. This shall include the reception by the IGF of such fault recovery indications from the home and visited networks as well as the generation of such indications by the IGF in case of outage. 4.8.5.10. SECTION NOT USED 4.8.5.11. ADDITIONAL ICO HLR FUNCTIONALITY 4.8.5.11.1. The GSM HLR/AuC components of the cellular/satellite interworking functions of the IGF shall include all of the functionality of a standalone ICO HLR/AuC including, but not limited to, the following: 1. provisioning of HPN Page 31 of 192 ICO Proprietary and Confidential 265 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 2. vendor proprietary services and features for the IS.41 interworking unit: a. Immediate Call Itemisation Service b. Announcement Suppression at Call Rerouting (F/R) c. Transfer of Announcement Suppression Indicator to HLR (F/R) d. Single Personal Number e. Ericsson Dual Numbering (ICO+GSM+two logical lines handset is needed) f. Subscription Type (F/R) g. IMSI Changeover (F/R) h. MAP Policing in HLR (policing on addresses) i. Subscriber Priority Level for Channel Allocation j. Location Numbers (Regional and Local Subscription) 3. vendor proprietary services and features for the PDC interworking unit (F/R) 4. intelligent network support (e.g. IN service class marks/category keys) 5. provisioning of other ICO specific services (F/R) 4.8.6. PROTOCOL SUPPORT 4.8.6.1. The IGF shall support the following protocol stacks for cellular/satellite roaming: 1. GSM MAP/ ITU-T TCAP/ ITU-T SCCP/ ITU-T MTP 2. GSM MAP/ ITU-T TCAP/ ANSI SCCP/ANSI MTP (F/R) 3. IS.41 MAP/ ANSI TCAP/ ITU-T X.25 (F/R) 4. IS.41 MAP/ ANSI TCAP/ ANSI SCCP/ ANSI MTP (OPTION) 5. IS.41 MAP/ ANSI TCAP/ ITU-T SCCP/ ITU-T MTP (F/R) 6. IS.41 MAP/ ITU-T TCAP/ ITU-T SCCP/ ITU-T MTP (F/R) 7. TTC MAP (DMNI)/ TTC TCAP/ TTC SCCP/ TTC MTP (OPTION) 8. TTC MAP (DTIF)/ TTC TCAP/ TTC SCCP/ TTC MTP. (OPTION) 4.8.7. PROVISIONING FUNCTIONS (OPTION) 4.8.7.1. The IGF shall provide an interface for the provisioning of the data held in the cellular/satellite interworking function via the ICO ADC. 4.8.7.2. The IGF shall support both a transaction based interface for individual subscriber details as well as a bulk update (e.g. file transfer) mechanism for the transfer of data en masse. The PDC to ICO ILR will only support the interface for individual subscriber details. 4.8.7.3. Each change to a subscriber profile, either locally or remotely, shall be logged by the IGF including details of the change. The PDC to ICO ILR will not support logging of the change. 4.8.8. NETWORK MANAGEMENT FUNCTIONS (OPTION) 4.8.8.1. FAULT MANAGEMENT 4.8.8.1.1. The cellular/satellite interworking function of the IGF shall support the generation, logging and cancellation of alarms. 4.8.8.1.2. The cellular/satellite interworking function of the IGF shall support an interface for the transfer of alarms to the ICO NMC. 4.8.8.2. PERFORMANCE MANAGEMENT 4.8.8.2.1. The cellular/satellite interworking function of the IGF shall be capable of producing traffic measurements (e.g. peg counters) for both application level transactions and the lower layers e.g. MAP, TCAP, SCCP, MTP etc. 4.8.8.2.2. The cellular/satellite interworking function of the IGF shall support an interface for the transfer of performance measurements to the ICO NMC. 4.8.8.3. CONFIGURATION MANAGEMENT 4.8.8.3.1. The cellular/satellite interworking function of the IGF shall support an interface to the ICO NMC for the configuration of both the application and underlying layers (e.g. MAP, TCAP, SCCP, MTP). Page 32 of 192 ICO Proprietary and Confidential 266 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4.8.8.4. SECURITY MANAGEMENT 4.8.8.4.1. The downloading of authentication keys from the ICO ADC to the cellular/satellite interworking function of the IGF shall be performed in a secure manner i.e. encrypted. 4.8.8.4.2. The IGF shall support both a transaction based interface for individual subscriber details as well as a bulk update (e.g. file transfer) mechanism for the transfer of data en masse. 4.8.8.4.3. The storage of the keys within the cellular/satellite interworking function of the IGF shall also be in an encrypted form. 4.6.8.4.4. The IGF shall prevent access by operator personnel to the secret key information held in the AuC component of the cellular/satellite interworking function. 4.8.9. AVAILABILITY OF PRODUCTS AND SERVICES TO ROAMING SUBSCRIBERS 4.8.9.1. This table below describes the requirements on the IGF for the availability of products and services to roaming subscribers. KEY NA: NOT APPLICABLE, NOT TECHNICALLY FEASIBLE Y: REQUIRED N: NOT REQUIRED F/R: FUTURE REQUIREMENT TABLE 1-1 AVAILABILITY OF PRODUCTS AND SERVICES TO ROAMING SUBSCRIBERS
================================================================================================================================ SERVICE OR FEATURE CELLULAR ROAMERS TO ICO ICO ROAMERS TO CELLULAR GSM IS.41 PDC ICO ICO ICO to to to to to to ICO ICO ICO GSM IS.41 PDC (OPT (OPT (OPT (OPT ION) ION) ION) ION) - -------------------------------------------------------------------------------------------------------------------------------- TELESERVICES SPEECH SERVICES 4.1.1.1 Telephony (TS 11) Y Y Y Y Y 4.1.1.2 Emergency calls (TS 12) Y Y Y Y NA(1) SHORT MESSAGE SERVICES (SMS) 4.1.2.1 Mobile Terminated SMS (TS 21) Y Y (2) F/R Y N 4.1.2.1 Mobile Originated SMS (TS 22) Y Y (2) F/R Y N FACSIMILE SERVICES (UP TO 9600 bps) 4.1.3.1 Automatic fax group 3 (TS 62) Y Y (3) Y (3) Y Y(4) 4.1.3.3 Alternate speech and fax group 3 (TS 61 Y Y (5) F/R Y NA 4.1.3.4 Alternate speech/fax - inband detection Y Y Y NA Y FACSIMILE SERVICES, HIGH SPEED BEARERS (HSCSD) 4.1.3.2 Fax group 3 up to 14.4 kbps Y (6) Y (7) Y (7) Y (6) NA BEARER SERVICES CIRCUIT SWITCHED DATA (UP TO 9600 bps) 4.2.1 Data circuit duplex asynchronous (BS 2x) Y Y (7) Y (7) NA NA 4.2.1 Data circuit duplex synchronous (BS 3x) Y Y (7) Y (7) NA NA 4.2.3 Alternate Speech/Data - inband detection Y Y Y NA Y HIGH SPEED CIRCUIT-SWITCHED DATA (UP TO 38.4 kbps) 4.2.2 General data circuit duplex asynch. (BS 20) Y (6) Y (7) Y (7) Y (6) NA 4.2.2 General data circuit duplex asynch. (BS 20) Y (6) Y (7) Y (7) Y (6) NA SUPPLEMENTARY SERVICES CALL OFFERING SUPPLEMENTARY SERVICES 4.3.3.1 Call Forwarding Unconditional (CFU) Y (20) Y (20) Y (20) Y Y 4.3.3.2 Call Forwarding on Mobile Subscriber Busy (CFB) Y Y (9) F/R Y Y (9) 4.3.3.3 Call Forwarding on Mobile Not Reachable (CFNRc) Y Y (9) F/R Y N 4.3.3.4 Call Forwarding on No Reply (CFNRy) Y Y (9) F/R Y Y (9) CALL COMPLETION SUPPLEMENTARY SERVICES 4.3.4.1 Call Waiting (CW) Y Y F/R Y Y
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================================================================================================================================ SERVICE OR FEATURE CELLULAR ROAMERS TO ICO ICO ROAMERS TO CELLULAR GSM IS.41 PDC ICO ICO ICO to to to to to to ICO ICO ICO GSM IS.41 PDC (OPT (OPT (OPT (OPT ION) ION) ION) ION) - -------------------------------------------------------------------------------------------------------------------------------- 4.3.4.2 Call Hold (HOLD) Y Y (8) F/R Y Y NUMBER IDENTIFICATION SUPPLEMENTARY SERVICES 4.3.2.1 Calling Line Identification Presentation (CLIP) Y Y (10) F/R Y Y (10) 4.3.2.2 Calling Line Identification Restriction (CLIR) Y Y (10) F/R Y Y (10) 4.3.2.3 Connected Line Identification Presentation (COLP) Y Y (11) F/R NA NA 4.3.2.4 Connected Line Identification Restriction (COLR) Y Y (11) F/R NA NA MULTI-PARTY SUPPLEMENTARY SERVICES 4.3.5.1 Multi Party Service (MPTY) Y Y F/R Y Y CLOSED USER GROUP SUPPLEMENTARY SERVICES 4.3.6.1 Closed User Group (CUG) Y NA NA Y NA CHARGING SUPPLEMENTARY SERVICES 4.3.8.1 Advice of Charge Information (AoCI) N (12) NA NA N (12) NA 4.3.8.2 Advice of Charge Charging (AoCC) N (12) NA NA N (12) NA CALL RESTRICTION SUPPLEMENTARY SERVICES 4.3.7.1 Barring of All Outgoing Calls (BAOC) Y Y F/R Y Y 4.3.7.2 Barring of All Incoming Calls (BAIC) Y Y (22) F/R Y Y 4.3.7.3 Barring of Outgoing International Calls (BOIC) Y (14) Y (13) F/R Y Y (13) 4.3.7.4 Barring of Outgoing International Calls. except Y (15) Y (11) F/R Y NA those directed to the Home Country (BOICexHC) 4.3.7.5 Barring of Incoming Calls when Roaming Outside Y (16) Y (22) F/R Y NA the Home Country (BIC-Roam) UNSTRUCTURED SUPPLEMENTARY SERVICE DATA (USSD) 4.3 Unstructured supplementary service data (USSD) Y Y (11) F/R Y NA ICO SPECIFIC SERVICES 4.4.1 High Power Notification (HPN) N (17) Y (11) Y (11) NA NA 4.4.2 ICO Dual numbering N (17) Y (11) Y (11) NA NA 4.4.3 Natural language support N (17) F/R F/R NA NA MAIL AND MESSAGING SERVICES 4.5.6 Mailbox access and retrieval Y (18) Y (18) F/R Y (18) Y (18) 4.5.7 Mailbox notification Y (19) Y (19) F/R Y (19) Y (19) ADVANCED SERVICES 4.6.2.2.1 Virtual Private Networks (VPN) Y (17) Y Y Y Y 4.6.2.3.1 Advanced call forwarding N (17) Y (21) Y (21) NA NA 4.6.2.3.2 Advanced call barring N (17) Y (21) Y (21) NA NA 4.6.2.3.3 Originating call screening N (17) Y (21) Y (21) NA NA 4.6.2.3.4 Terminating call screening N (17) Y (21) Y (21) NA NA 4.6.2.3.5 Location dependent routing N (17) Y (21) Y (21) NA NA 4.6.2.3.6 Personal number N (17) Y (21) Y (21) NA NA 4.6.2.3.7 Hot line routine N (17) Y (21) Y (21) NA NA 4.6.2.3.8 Caller list N (17) Y (21) Y (21) NA NA 4.6.2.4.1 Pre-paid (debit) service NA NA NA NA NA 4.6.2.4.2 Private calls N (17) Y (21) Y (21) NA NA 4.6.2.4.3 Split billing N (17) Y (21) Y (21) NA NA
Notes: 1. Although the GSM emergency call service will not be available in PDC and IS.41 networks, this does not prevent the subscriber from dialling an emergency access code in such networks. However, this call will be treated as a normal telephony call i.e. with no prioritised access on the air-interface. 2. End-to-end support for SMS is not provided. However, roamers to ICO may be provisioned with SMS in the CS-IWF allowing them to send and receive SMS on ICO via an ICO MSISDN. 3. Roamers from IS.41 and PDC networks may employ GSM fax services from within the ICO network. However, delivery of fax calls from their home networks via their home cellular networks is not supported. Page 34 of 192 ICO Proprietary and Confidential 268 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 4. Roamers from ICO to IS.41 networks may employ local fax services within the serving network. However, delivery of fax calls from the ICO network via ICO fax MSISDNs (multi-numbering) is not supported. 5. Roamers from IS.41 and PDC networks may employ the GSM alt. speech/fax service from within the ICO network, but this requires the allocation of additional ICO MSISDNs IN THE CS-IWF. 6. Subject to support of HSCSD by the GSM network. 7. Roamers from IS.41 and PDC networks may employ local GSM data services within the ICO network by the allocation of an ICO MSISDN. However, delivery of data calls from the home network and via the home cellular number is not supported. 8. Supported locally in the CS-IWF, not end-to-end. 9. It may not be possible to support conditional call forwarding services when roaming between ICO and IS.41 networks. This depends on the capability of the individual IS.41 networks. 10. Proprietary solution depending on the IS.41 extensions supported. 11. Supported locally in the CS-IWF, not present in the home network. 12. Advice of charge is not supported for roaming subscribers. 13. The IS.41 and GSM services are not equivalent, some differences in service delivery are inevitable e.g. IS.41 supports barring of all calls outside world zone 1 (i.e. North America) rather than barring of all international calls. 14. The interpretation of barring of all outgoing international calls within the ICO network shall be all calls to destinations with country codes other than ICO. 15. The interpretation of BOIC-exHC within the ICO network shall be based on home PLMN and not home country. 16. The interpretation of BIC-roam within the ICO network shall be barring of all incoming calls whilst roaming outside the home PLMN (i.e. not home country). 17. The provisioning of this service requires a CS-IWF for GSM to ICO roaming. (OPTION) 18. Mail and messaging services will normally be provided by the home network. However, it shall be possible to provide ICO mailboxes to roaming subscribers. 19. The form of notification used may vary from network to network e.g. for those networks not supporting SMS a voice call notification may be used. 20. The support of this service depends on its provisioning by the home network. 21. The CS-IWF supports the storage of the IN classmark/key information, it does not provide the actual IN service. 22. This service is only supported in case of ICO dual numbering and for calls delivered via the ICO MSISDN. 4.9. OTHER VALUE-ADDED SERVICES 4.9.1. The IGF shall support the routing of calls to/from value added services centres located within the ICONET. 4.9.2. The IGF will support the usage of short code dialling for access to individual services. 4.9.3. In order to support the usage of multiple regional service centres, the IGF shall support the routing of service calls based on both the short code dialled and location (service area) of the UT. 4.10. SPECIALISED TERMINALS 4.10.1. MULTICHANNEL TERMINALS (F/R) 4.10.1.1. The IGF shall support the usage of a single location update by the multi-channel terminal on behalf of all of the subscribers currently attached to it. 4.10.2. SEMI-FIXED TERMINALS 4.10.2.1. The IGF shall support the usage of semi-fixed user terminals for the purpose of local loop replacement, remote PABX and remote payphone applications. The IGF requirements to support these terminals are in other sections of this document, in particular Section 4.7.2. Page 35 of 192 ICO Proprietary and Confidential 269 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 5. ADMINISTRATION AND SUPPORT SERVICES 5.1. BILLING SERVICES 5.1.1. CALL DETAIL RECORDING IN THE MSSC 5.1.1.1. CALL DETAIL RECORD GENERATION 5.1.1.1.1. RECORD TYPES 5.1.1.1.1.1. The IGF shall support the generation of call detail and event records (CDRs) for the following events, as defined in TS GSM 12.05: 1. mobile originated call 2. mobile originated emergency call 3. mobile originated, call forwarding 4. mobile terminated call 5. roaming call component in a gateway MSSC 6. transit call attempt (including calls to PABXs and service centres which are seen as external nodes) 7. supplementary service actions 8. mobile originated SMS in the VMSSC 9. mobile terminated SMS in the VMSSC 10. mobile originated SMS in the SMS-IWMSC 11. mobile terminated SMS in the SMS-GMSC. 5.1.1.1.1.2. For intelligent network calls, the IGF shall also support the generation of the following CDR types: 1. incoming IN call (F/R) 2. outgoing IN call (F/R) 3. transit IN call (F/R) 5.1.1.1.1.3. The IGF shall support the generation of the following ICO specific charging information: 1. HPN invocation 2. legal interception in the VMSSC (treated as a multiparty call, so a CDR for the call is generated. No extra CDR for legal interception in the MSSC. This case is treated as a multiparty call so a relative CDR is generated). 5.1.1.1.1.4. The IGF shall support the generation of partial call records for the following cases; 1. The call duration has reached a limit, which is set by an exchange parameter 2. The number of call related events has reached a limit, which is set by an exchange parameter. 3. A C7 charging message CHT, is received from a superior exchange. 5.1.1.1.1.5. It shall be possible to generate call data records for call attempts. In particular, call data records can be generated for: 1. calls receiving BUSY, CONGESTION or any other End Of Selection state 2. calls that reach through-connection 3. calls that reach B-answer. 5.1.1.1.1.6. The partial record timer employed by the IGF shall be configurable via the setting of exchange data and/or network management command. 5.1.1.1.1.7. The IGF shall support the suppression of individual CDR types via the setting of exchange data and/or network management command. 5.1.1.1.2. RECORD CONTENT 5.1.1.1.2.1. The content of each of the standard GSM CDR types generated by the IGF shall be equivalent to the record fields of the corresponding record types defined in TS GSM 12.05. 5.1.1 1.2.2. The IGF shall support the configuration of the record fields of the individual CDR types via the setting of exchange data and/or network management command. 5.1.1.1.2.3. In addition to the standard location information in a GSM CDR (e.g. Cell Identity = ICO service area), the CDRs produced by the IGF shall also include the position of the UT at call set-up in the form of latitude, longitude and accuracy index. Page 36 of 192 ICO Proprietary and Confidential 270 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 5.1.1.1.2.4. The mobile station RF power and frequency capability of the mobile station classmark and the radio channel requested/used (e.g. full rate/half rate etc.) employed by the IGF shall be output in the CDR. 5.1.1.1.2.5. The IGF shall employ ISO standard universal co-ordinated time (UTC time) for all date and time information stored in the CDRs. 5.1.1.1.2.6. The MT CDR produced by the IGF shall be accompanied by the presentation/screening indicators received during the call set-up (see TS GSM 12.05 for further details). 5.1.1.1.2.7. The storage of directory numbers in the CDRs produced by the IGF shall be accompanied by the appropriate "type of number" and "number plan" information elements received during the call set-up. 5.1.1.1.2.8. The CDRs produced by the IGF to record the invocation of the HPN service shall include the following information: 1. IMSI 2. MSISDN 3. Basic service code 4. date and time 5. HPN priority. 5.1.1.1.2.9. The CDRs produced by the IGF to record the use of high speed fax/data services shall include the number of traffic channels (i.e. air-interface slots) allocated to the connection. Any change in the number of channels allocated during the call shall also be recorded and time-stamped. 5.1.1.2. CALL DETAIL RECORD STORAGE AND SUPERVISION 5.1.1.2.1. The IGF shall store the CDRs locally in a non-volatile CDR filestore and in a redundant configuration e.g. mirror disks. 5.1.1.2.2. The availability of the call detail recording function shall be sufficient to ensure that the probability of loss of any CDR does not exceed 1 in 10 million records. 5.1.1.2.3. The capacity of the CDR filestore shall be sufficient to permit the continuous storage of CDRs by the IGF for a period of 72 hours without transfer to the ADC and without loss of data. 5.1.1.2.4. The IGF shall monitor the occupancy of the CDR filestore. 5.1.1.2.5. The IGF shall support the use of occupancy thresholds and the generation of the associated alarm. 5.1.1.2.6. The IGF shall support the configuration of the CDR filestore thresholds via network management command. 5.1.1.3. CALL DETAIL RECORD TRANSFER 5.1.1.3.1. The IGF shall support the following forms of CDR transfer between the network elements and the ADC: 1. electronic file transfer (e.g. FTAM) 2. immediate record transfer ("hot billing") 3. backup to secondary storage. 5.1.1.3.2. In order to provide an adequate audit trail, each CDR file transferred by the IGF shall be allocated a unique sequence number. 5.1.1.3.3. In order to ensure that no data is lost, the IGF shall include the size of the file in the information provided for each transfer. 5.1.1.3.4. The IGF shall be capable of transferring CDR files at intervals of 15 minutes or less. 5.1.1.3.5. In case of immediate record transfer, the IGF shall transfer the individual call records immediately after the event being recorded, or the release of a connection that is being recorded. 5.1.1.3.6. The transfer by the IGF of individual CDRs to the ADC shall be completed in less than 1 minute, excluding transmission time, when immediate record transfer is used. Page 37 of 192 ICO Proprietary and Confidential 271 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 5.2. PROVISIONING SERVICES 5.2.1. SUBSCRIBER ADMINISTRATION IN THE HLR 5.2.1.1. The IGF shall support the management functions required for the administration of subscriber data in the HLR, as defined in TS GSM 12.02. This shall include the functions required for the administration of the following: 1. directory numbers 2. service provision 3. basic and supplementary services 4. regional subscription zones 5. bearer capability allocations. 5.2.1.2. The IGF shall also include the management functions required for the administration of the ICO specific services described above (e.g. HPN, language preference etc.). 5.2.1.3. The IGF shall also include the management functions required for the administration of Ericsson proprietary services. 5.2.1.4. The IGF shall support a remote provisioning interface from the HLR to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.1.5. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of HLR data en masse. 5.2.2. SUBSCRIBER ADMINISTRATION IN THE CELLULAR/SATELLITE INTERWORKING FUNCTION (CS-IWF) (OPTION) 5.2.2.1. The IGF shall provide a provisioning interface to the GSM HLR component of the cellular-satellite interworking function (CS-IWF) that is functionally identical to that provided for a standalone HLR and which is compliant with each of the provisioning requirements on the ICO HLR stated in Section 5.2.1 "Subscriber administration in the HLR." 5.2.2.2. For the IS.41 variant of the CS-IWF, the IGF shall provide a provisioning interface to the IS.41 HLR component of the CS-IWF which is functionally identical to that provided for a standalone IS.41 HLR. 5.2.2.3. For the PDC variant of the CS-IWF, the IGF shall provide a provisioning interface to the PDC HLR component of the CS-IWF which is functionally identical to that provided for a standalone PDC HLR. 5.2.2.4. For the IS.41 variant of the CS-IWF, the IGF shall provide a provisioning interface to the IS.41/ICO interworking component of the CS-IWF for the administration of the roaming subscription including: 1. the mapping of services between the IS.41 and ICO environment 2. the mapping of numbers and identifiers, i.e. MIN/ESN {=} IMSI/MSISIDN. 5.2.2.5. For the PDC variant of the CS-IWF, the IGF shall provide a provisioning interface to the PDC/ICO interworking component of the CS-IWF for the administration of the roaming subscription including: 1. the mapping of services between the PDC and ICO environment 2. the mapping of numbers and identifiers i.e. MSI/MSN {=} IMPS/MSISDN. 5.2.2.6. (F/R) For the GSM/ICO variant of the CS-IWF, the IGF shall provide a provisioning interface to the roaming subscription including: 1. the mapping services between the GSM and ICO environment 2. the administration of ICO dual numbering. 5.2.3. SUBSCRIBER ADMINISTRATION IN THE MESSAGING PLATFORM (OPTION) 5.2.3.1. The IGF shall support the management functions required for the administration of subscriber and data in the Messaging Platform. 5.2.3.2. The IGF shall support a remote provisioning interface from the messaging platform to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.3.3. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of messaging platform data en masse. Page 38 of 192 ICO Proprietary and Confidential 272 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 5.2.4. SUBSCRIBER ADMINISTRATION IN THE SERVICE CONTROL POINT (SCP) (F/R) 5.2.4.1. The IGF shall support the management functions required for the administration of subscriber and service data in the SCP via the Service Management Point (SMP). 5.2.4.2. The IGF shall support a remote provisioning interface from the SMAS/SCP to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.4.3. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of SCP data en masse. 5.2.5. ADMINISTRATION OF SECRET KEYS IN THE AUTHENTICATION CENTRE (AuC) 5.2.5.1. The IGF shall support the management functions required for the administration of subscriber data in the authentication centre (AuC) as defined in TS GSM 12.02, This shall include the administration of the following: 1. IMSI 2. subscriber authentication key (K[1]). 5.2.5.2. The IGF shall support a secure remote provisioning (pre-personalisation) interface from the AuC to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.5.3. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of AuC data en masse. 5.2.5.4. The IGF shall support the encryption of all data exchanged on the interfaces to the AuC. 5.2.5.5. The IGF shall ensure that all data held in the AuC is stored in encrypted form. 5.2.6. ADMINISTRATION OF SECRET KEYS IN THE CELLULAR/SATELLITE INTERWORKING FUNCTION (CS-IWF) (OPTION) 5.2.6.1. GSM AuC COMPONENT 5.2.6.1.1. The IGF shall provide a provisioning interface to the GSM AuC component of the CS-IWF that is functionally identical to that provided for a standalone GSM AuC and that is compliant with each of the provisioning requirements on the AuC stated above. 5.2.6.1.2. The IGF shall support the encryption of security related data (keys) exchanged on the interface to the AuC component of the CS-IWF. 5.2.6.1.3. The IGF shall ensure that all security related data (keys) held in the AuC component of the CS-IWF is stored in encrypted form. 5.2.6.2. IS.41 AuC COMPONENT 5.2.6.2.1. For the IS.41 variant of the CS-IWF, the IGF shall provide a provisioning interface to the IS.41 AuC component of the CS-IWF that is functionally identical to that provided for an IS.41 AuC. 5.2.6.2.2. The IGF shall support the encryption of all security related data (A-key) exchanged on the interfaces to the AuC component of the CS-IWF. 5.2.6.2.3. The IGF shall ensure that all security related data (A-key) held in the AuC component of the CS-IWF is stored in encrypted form. 5.2.6.3. PDC AuC FUNCTIONALITY 5.2.6.3.1. For the PDC variant of the CS-IWF, the IGF shall provide a provisioning interface for authentication data to the CS-IWF that is functionally identical to that provided for a standalone PDC HLR. 5.3. MOBILE EQUIPMENT MONITORING 5.3.1. The IGF shall include an Equipment Identity Register (EIR) function for the monitoring of mobile equipment (UTs) based on their IMEIs. 5.3.2. The EIR function provided by the IGF shall include the administration of the following equipment lists as defined in TS GSM 02.16 and TS GSM 12.02: Page 39 of 192 ICO Proprietary and Confidential 273 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 1. white list 2. grey list 3. black list. 5.3.3. The IGF shall support both the updating of individual list entries and the replacement of complete lists. 5.3.4. The IGF shall support the exchange of equipment lists with other cellular operators via the GSM MoU Central EIR (CEIR) in Dublin and in accordance with GSM MoU PRD TD.18 and TD.19. (F/R) 5.3.5. Inter-operability for EIR function across cellular standards is not supported. 5.4. CUSTOMER CARE AND OPERATOR SUPPORT 5.4.1. GENERAL 5.4.1.1. The IGF shall support the connection of customer help desks and customer care centres. This shall include the routing of calls to/from these centres via the MSSC. 5.4.2. OPERATOR DETERMINED BARRING (ODB) 5.4.2.1. The IGF shall support operator determined barring as defined in TS GSM 02.41. 5.4.2.2. The disconnection of an ongoing call as a result of the application of ODB is not supported. 5.4.2.3. The IGF shall support operator determined barring of supplementary services management. 5.4.3. OPERATOR CONTROLLED DIVERSION 5.4.3.1. The system shall support the diversion of incoming calls using the default call forwarding service. The default call forwarding service can be applied to a specific basic service or to all basic services. 5.4.3.2. The use by the operator of the barring of SS management, shall prevent the subscriber from overriding the controlled diversion. 5.4.3.3. The system shall support the diversion of outgoing calls for a specific subscriber. 5.4.3.4. The operator shall be able to manage the controlled diversion for incoming/outgoing calls via the ICO ADC. 5.4.4. SUBSCRIBER SPECIFIC ANNOUNCEMENTS 5.4.4.1. It shall be possible to forward both incoming and outgoing calls to a subscriber specific announcement, for example, an announcement of the termination of service (TOS), or a changed number interception announcement (CNI). 5.4.4.2. It shall also be possible to provide a pre-connection announcement on an individual subscriber basis during the set-up phase of the connection. (F/R) 5.4.5. SUBSCRIBER TRACING 5.4.5.1. The IGF shall support call path tracing as defined in document WG360003. 5.4.5.2. Subscriber tracing will be implemented in R7 of the Ericsson CME 20 software but is not included in the current offer. The R7 Ericsson subscriber tracing feature will be based on GSM TS 12.08, but with the following exceptions (F/R): 1. Only 'basic' MSC record types to be implemented 2. No output of trace data in non-anchor MSC 3. Output of main MSISDN (instead of served MSISDN) 4. The following 'basic' trace data are not output: a) translated number b) roaming number c) AoC parameters 5. No IMEI trace supported 6. No trace output in HLR 5.5. FRAUD MANAGEMENT SERVICES 5.5.1. The system shall support the following fraud detection mechanisms. Page 40 of 192 ICO Proprietary and Confidential 274 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 5.5.2. The ability to detect the presence of long-hold calls and provide information to the system operator indicating the presence of a long held call. The system shall also support the ability for the system operator to manually clear a long held call. 5.5.3. The ability to flag when a particular service has one or more calls diverted and provide this information to the operator. 5.5.4. For the above mechanisms: 1. The MSSC shall collect the required information on a call by call basis. 2. The MSSC/VLR shall generate alarms in the case of unusual activity (e.g. long call times, etc.) and distribute and present these to the NMC operator via the Network Management System (NMS) for possible processing under the Fraud Management procedures. The NMC shall aggregate the data and provide the reporting mechanism to the operator. Page 41 of 192 ICO Proprietary and Confidential 275 EN-IG-ICO-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6. GENERIC SYSTEM FUNCTIONS 6.1. NUMBERING, ADDRESSING AND IDENTIFICATION 6.1.1. INTERNATIONAL MOBILE SUBSCRIBER IDENTIFICATION 6.1.1.1. Each subscriber accessing the ICO network shall be identified and authenticated by means of a unique International Mobile Station Identification (IMSI) as defined in TS GSM 03.03 (see also emergency call handling). 6.1.1.2. The IGF shall support both ICO assigned IMSIs and those allocated by terrestrial cellular networks with whom ICO has a valid roaming agreement (i.e. for those networks with entries in the global mobile title translation routing tables). 6.1.1.3. For home subscribers to the ICO network, the IGF shall employ the IMSI to identify and communicate with the home location register (HLR). 6.1.1.4. For roaming subscribers from GSM compatible networks, the IGF shall employ the IMSI to identify and communicate with the HLR of the home network via global mobile title translation as defined in both TS GSM 03.03 and ITU-T E.214. 6.1.1.5. For those subscribers with a roaming subscription in an ICO Cellular/Satellite Interworking function (e.g. an ILR), the IGF shall employ the IMSI to identify and communicate with the HLR component of that interworking function. (OPTION) 6.1.1.6. The IMSI shall be recorded in each of the call detail and event records produced by the IGF. 6.1.2. MOBILE STATION INTERNATIONAL ISDN NUMBERS 6.1.2.1. In order to support the routing of incoming calls to mobile subscribers, it shall be possible to assign one or more Mobile Station ISDN numbers (MSISDNs), as defined in TS GSM 03.03, to each of the home subscribers of the ICO network. 6.1.2.2. The IGF shall support the use of multiple numbering plans including, but not limited to, the following: ITU-T E.164, ITU-T X.121, private numbering; as defined in TS ICO 04.08 and TS GSM 09.02. 6.1.2.3. The IGF shall support both GSM single and multi-numbering as defined in TS GSM 09.07. 6.1.2.4. The IGF shall support the "ICO dual-numbering" feature (see Section 4). (OPTION) 6.1.2.5. ICO allocated MSISDNs shall be employed by the IGF to identify and interrogate the home location register (HLR), or cellular/satel- lite interworking function (e.g. ILR), in order to route the call to the current location of the subscriber. 6.1.2.6. In order to support the replacement of a lost/stolen SIM, it shall be possible to transfer one or more existing MSISDNs to a new IMSI. 6.1.2.7. MSISDNs allocated by cellular networks shall be employed by the IGF to route the call to the home network. 6.1.2.8. The IGF shall support the display/suppression of the MSISDNs of individual subscribers in order to provide the line identification services described above. 6.1.2.9. Position based support of national PSTN number plan is not supported. 6.1.3. MOBILE STATION ROAMING NUMBERS 6.1.3.1. For calls to subscribers registered within the ICO network, the IGF shall be capable of allocating a Mobile Station Roaming Number (MSRN) as defined in TS GSM 03.03. 6.1.3.2. The allocation of an MSRN by the MSSC shall be performed on a temporary, call-by-call basis, as defined in TS GSM 09.07. 6.1.3.3. The IGF shall be capable, via digit analysis, of differentiating between ICO assigned MSISDNs and MSRNs 6.1.3.4. The IGF shall employ the MSRN to route an incoming call to the MSSC/VLR that allocated the MSRN. 6.1.4. INTERNATIONAL MOBILE EQUIPMENT IDENTITY 6.1.4.1.Each mobile equipment (UT) accessing the ICO network shall be identified by means of a unique International Mobile Equipment Identity (IMEI) as defined in TS GSM 03.03 and TS GSM 02.16. Page 42 of 192 ICO Proprietary and Confidential 276 EN-IG-ICO-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.1.4.2. The IMEI, where available, shall be recorded in each of the call detail and event records produced by the IGF. 6.1.4.3. The IGF shall employ the IMEI for IME1 checking. 6.2. RADIO CONNECTIVITY BETWEEN USER TERMINALS SATELLITES AND SANS 6.2.1. Each SAN shall be able to communicate with up to 4 satellites, provided those satellites are 5 degrees elevation or above, without interruption during the duration of a satellite pass subject to adequate signal propagation between SAN and satellite. 6.2.2. The SRMC shall make BTFPs (burst time frequency plans) for control and dedicated channels for the SANs for all satellite spot beams, subject to satellite positioning and equipment resources at each individual SAN. 6.2.3. The SRMC shall make BTFPs (burst time frequency plans) for dedicated channels for all the SANs such that the IGF can access each satellite in every spot beam to take into account the designed portion of diversity. 6.2.4. Where a satellite spot-beam is visible to a UT and a SAN has resources to provide control and dedicated channels to that spot beam, and satellite spectrum and power is available, the IGF shall provide the capability for the UT to register, and to connect a mobile originated call. 6.2.5. The SIBS shall be able to use the frequencies assigned by the SRMC. 6.2.6. The IGF shall provide the capability to alert a UT, and to connect a mobile terminated call to a UT where a satellite spot beam covers the UT's stored last registered position (SLRP), subject to the conditions stated above. 6.2.7. The SIBS shall provide the capability to connect a mobile originated, or a mobile terminated, call to a UT via a pair of satellites (diversity) where spot beams from both satellites are visible to the UT and both spot beams have pre-allocated dedicated channels provided by the same SAN. 6.2.8. The SIBS and TNM shall provide the capability to maintain continuous connection of every phase of a call to/from a UT provided the LIT remains in the visibility of any spot-beam and subject to the conditions stated above. When the LIT is in coverage of two or more satellites which are also in coverage of specific SAN and spectrum and equipment resources are available, continuous diversity connection shall be provided. 6.2.9. The HPN subsystem shall provide the capability to send HPN messages to a UT via the appropriate spot beam of any satellite covering the UT's location. 6.2.10. The SRMC and SIBS shall, for the purposes of frequency planning and paging, assume that a satellite can be used by a UT at elevation angles of 0 degrees or higher. Whether or not communication between the UT and the satellite is possible at any satellite elevation angle is subject only to adequate signal propagation between the UT and satellite. 6.3. PSTN/ISDN/PLMN INTERCONNECTION 6.3.1. For IGF Interconnection to international and national PSTN networks, IGF shall support the use of international and national variants of common channel signalling system No. 7 Telephony User Part (TUP) for circuit related signalling. 6.3.2. For IGF Interconnecting to international and national ISDN networks, IGF shall support the use of international and national variants of common channel signalling system No. 7 ISDN User Part (ISUP) for circuit related signalling. 6.3.3. For IGF interconnection to national PLMNs, IGF shall support the use of both international and national variants of ISLIP and TUP where appropriate for circuit related signalling. 6.3.4. The IGF shall support the different variants of CCS7 ISUP and TUP and DSS1 in accordance with WG360477 Terrestrial Point-of -interconnect Interface Requirements. 6.3.5. The IGF shall be capable of sending an early ACM signal on Mobile Terminated calls. 6.3.6. Ericsson shall deliver the HLRs which have integrated STP functionality. The integrated STP functionality supports Global Title Translation (GTT) of SCCP. The STP will have signalling connections with other ICO signalling nodes such as SANs and also external networks. Page 43 of 192 ICO Proprietary and Confidential 277 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.4. SECTION NOT USED 6.5. DCN SUBSYSTEM 6.5.1. NETWORK MANAGEMENT DCN 6.5.1.1. The DCN shall carry Network Management traffic SRMC traffic, PCS traffic and HPN Traffic among SANs, NMCs and OT&DF (if provided). 6.5.1.2. The DCN shall provide connections to all SANs, NMC, Backup NMC, and OT&DF (if provided). 6.5.1.3. The DCN shall provide connections to SCC and Backup SCC (F/R). 6.5.1.4. The DCN shall provide connections to the ADC (F/R). 6.5.1.5. All IGF subsystems at SANs, NMC and Backup NMC which require DCN support shall be interfaced to the DCN equipment. 6.5.1.6. The DCN shall use the physical network procured by ICO in the form of DSO circuits derived from El capacity. 6.5.1.7. Each DSO interface at the SAN or NMC or Backup NMC shall terminate on a Router. 6.5.1.8. The Routers form part of the DCN and their management shall be via the TNM OAM function, SAN-OSS and the NMC. 6.5.1.9. The DCN traffic shall be encrypted on a link by link basis between the inter-SAN Routers with static encryption keys. 6.5.1.10. The DCN equipment at each SAN, NMC and Backup NMC shall provide two complete and independent on-site networks and associated external interfaces. 6.5.1.11. All critical on-site subsystems shall be interfaced to both of the on-site DCN networks. 6.5.1.12. Non-critical subsystems, being all those of which there are multiple instances and the loss of one unit will not cause "system unavailability' shall be interfaced to at least one of the on-site DCN networks. 6.5.1.13. The protocols used in the DCN shall be IP-based. 6.5.1.14. The DCN shall for design and acceptance criteria be assumed to be configured as shown in Figure 6-1, Reference Terrestrial Network Connectivity. 6.5.1.15. (F/R) The DCN shall be upgraded to provide the following 1. A robust independent path so that management control of any element does not depend on the correct function of that element. 2. Scalability 3. Increased capacity as required to meet SRMC data and other traffic needs. 4. Management and visibility of DCN performance 5. Increased security to protect data end-to-end 6. Interfaces to allow use of externally provided network resources. 6.5.2. VOICE SERVICE NETWORK (F/R) 6.5.2.1. The IGF shall provide facilities for a voice service network enabling operational staff at each SAN and at the NMC and Backup NMC to communicate. Page 44 of 192 ICO Proprietary and Confidential 278 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 [FIGURE 6-1 REFERENCE TERRESTRIAL NETWORK CONNECTIVITY GRAPHIC] Page 45 of 192 ICO Proprietary and Confidential 279 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.6. REGISTRATION AND IMSI ATTACH/DETACH 6.6.1. BASIC CAPABILITIES FOR REGISTRATION 6.6.1.1. The MSSC shall provide capability for a UT to be registered with the network for the purpose of subsequently being able to have access to ICO communications services. 6.6.1.2. The MSSC shall provide capability for a registered UT to be: 1. IMSI attached, as defined by TS GSM 03.12 and TS GSM 03.22. 2. IMSI detached as defined by TS GSM 03.12 and TS GSM 03.22. 6.6.1.3. The MSSC shall provide capability to determine whether a UT is allowed to become registered based on: 1. subscriber identity and authentication information 2. service profile information received from the home network 3. UT location, i.e. Service Area. 6.6.1.4. The IGF shall provide capability to store UT specific information for registered UT's including: 1. service profile information and 2. other information needed by the network to communicate with the UT. 6.6.1.5. The IGF shall provide capability to respond 1. to requests from an unregistered UT for registration. 2. to requests from a registered UT for re-registration (location update). 6.6.1.6. The IGF shall provide capability to respond to requests from a registered UT for 1. IMSI detach 2. IMSI attach. 6.6.1.7. The MSSC shall provide autonomous detach and de-registration actions shall be taken based on separate configurable timeout periods, starting from the UT's last bidirectional communication with the IGF. 6.6.1.8. In communicating with the UT for the purposes of registration or reregistration, the IGF shall communicate to/from the UT using the Air Interface Procedures. 6.6.2. REGISTRATION PROCEDURES 6.6.2.1. If a registration or re-registration request is received from a UT, the IGF shall evaluate the request according to planned criteria and if criteria for granting registration are satisfied the IGF shall: 1. register the UT with the network 2. acknowledge such registration 3. providing the UT with parameters needed for it to operate in any and/or all modes of operations required of an ICO UT 4. store the estimated UT location including accuracy estimates (stored last registered position - SLRP) 5. store the IMSI attach/detach status 6. store UT service profile information. 6.6.2.2. If a request for IMSI attach or IMSI detach is received from the UT, the IGF shall update the IMSI attach/detach status and shall maintain and/or update the data stored in the network at registration. 6.6.2.3. The IGF shall de-register a UT if the UT becomes registered with another network and the other network informs the IGF. 6.6.2.4. The IGF shall ensure that no UT will be registered in more than one SAN at a time. 6.6.3. REGISTRATION CASES 6.6.3.1. If the IMSI is used, the TNM shall route registrations or location update requests from a SBS to an MSSC on the basis of a routing table. The table shall map IMSIs or IMSI ranges (up to 64,000 entries per table) to one of the following configurable routing options: 1. route to MSSC as indicated by the UT. 2. route based on the service area of the UT. This will require the consultation of a secondary table mapping service area to MSSC Ids (containing up to 64,000 elements) 3. route to a particular MSSC. Page 46 of 192 ICO Proprietary and Confidential 280 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 4. route to the MSSC of the SAN which provides the control channels for the satellite beam chosen by the UT. 6.6.3.2. If a TMSI is used, the TNM shall route registrations or location update requests from a SBS to the MSSC according to one of the following configurable routing options: 1. route to MSSC as indicated by the UT. If the ID of the MSSC where the LIT was last registered is not provided, then the TNM shall route the request to the MSSC that belongs to the same SAN as the SBS Channel Manager that communicates with the UT. 2. route based on the service area of the UT. This will require the consultation of the same table mapping service area to MSSC IDs as defined in 6.6.3.1. 6.6.3.3. The configurable routing options shall be controlled by the NMC via the TNM OAM. 6.6.3.4. The SRMC shall provide capability to preplan which SANs should be candidates for registration in each beam and their priority so that the BCCH data can be transmitted. 6.6.3.5. The IGF shall provide capability to instruct UT's on the maximum rate at which the UT is allowed to attempt to re-register with the network. 6.6.4. DENIAL OF REGISTRATION 6.6.4.1. The IGF shall provide capability to complete a UT's registration request procedure by a rejection for the following reasons: 1. because the UT's service profile does not allow it to roam into the ICO network; 2. because the UT's service profile does not allow it to register with the ICO network in the service area in which it is currently located; 3. because the UT is not allowed to access the SAN at which the registration attempt was made;, (F/R) 4. because the UT's current position does not allow it to register with that particular SAN; (F/R) 5. because the SAN is overloaded or is refusing new registration attempts for other operational reasons. 6.6.4.2. The IGF shall provide the capability to instruct a UT which is denied registration against registration again until there is a high probability that a registration attempt will be successful. This shall involve, as a minimum: 1. Instructing the UT against making a registration attempt for a period of time, the value of this to be operationally controlled 2. Instructing the UT against attempting registration until it has selected a different SAN with which to register. (F/R) 6.7. CALL ROUTING 6.7.1. MSSC CALL ROUTING 6.7.1.1. The IGF shall be capable of routing on both fixed directory numbers (ITU-T E.164) and mobile station roaming numbers (MSRNs). 6.7.1.2. The IGF shall be capable of routing to fixed directory numbers located in the ICO network e.g. to PABXs directly attached to a MSSC. 6.7.1.3. In addition to the dialled number, the IGF shall also be capable of routing on the basis of one or more of the following: 1. the location (service area) of the subscriber 2. the identity of the subscriber (IMSI/ IMSI range) 3. the calling line identity (MSISDN) 4. day/ date and time 6.7.1.4. The IGF shall be capable of supporting multiple routes to the same destination. As a minimum this shall include primary, secondary and tertiary routes. 6.7.2. TNM ROUTING 6.7.2.1. The TNM shall route a mobile originating service request from a SBS to the MSSC where the UT was last registered, advised by the UT. 6.7.2.2. The TNM shall provide an audit trail (log) of all TNM call routing operations. 6.7.2.3. The TNMs at the various SAN sites shall establish and clear 64 kbps connections via the intermediate MSSCs so as to ensure that traffic is routed to its destination by an efficient route. Page 47 of 192 ICO Proprietary and Confidential 281 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.8. MP PAGING 6.8.1. The IGF shall be able to page UTs. 6.8.2. The IGF shall support paging groups for Medium Penetration (MP) paging. 6.8.3. The IGF shall be capable of transmitting paging indications on PCHs. 6.8.4. The IGF shall implement the PCH as defined in ICO 05.xx and ICO 04.08 series. 6.8.5. The IGF shall be capable of supporting one or more PCH carriers on every spot beam on every satellite. 6.8.6. The IGF shall support the capability to transmit PCH bursts simultaneously on multiple spot beams of multiple satellites. 6.8.7. The IGF shall be capable of paging a UT on all spot beams of all satellites covering a UT's position including position error value. 6.8.8. SBS shall use the SLRP, position error and the currently broadcast beam co-ordinates to determine which beams controlled by the SBS will be used for paging, and will page the UT only in the beams which contain the SLRP, considering the position error. 6.8.9. The TNM shall request one or more SBS to page a UT according to the SLRP. 6.8.10. The SBS will page a UT in beams in which it transmits AGCH. 6.8.11. The TNM shall support the escalation of paging to UTs should no response to initial page be received. For escalation the TNM shall be capable of requesting additional SBSs. For both the initial and escalated page, the TNM shall be capable of changing the position error value provided to the SBS. 6.8.12. The MSSC shall support a configurable paging timeout function to cause MP paging escalation to occur. 6.8.13. The IGF shall support operational control of: 1. number of pages allowed for each paged SBS, for initial and escalated paging separately. 2. mapping from SLRP to SBS, for initial and escalated paging separately. 3. change of position error value for escalated paging. 6.8.14. The resolution of mapping in TNM of SLRP to SBS shall be no greater than 80km. 6.8.15. In each TNM the change of position error factor for both cases of paging shall be configurable for each paged SBS. 6.9. SECTION NOT USED 6.10. SECTION NOT USED 6.11. DIVERSITY SATELLITE PATH ALLOCATIONS AND USAGE 6.11.1. DIVERSITY CAPACITY 6.11.1.1. Each SBS shall provide diversity allocation capacity of 40% of specified SAN capacity. This 40% is in addition to the specified capacity. 6.11.1.2. Any channel resource within the total 140% capacity shall be able to be allocated for single path usage or diversity usage. 6.11.1.3. When the traffic offered to an SBS is at or below 50% of the specified capacity, the SBS shall be capable of providing diversity on every call to diversity eligible UTs. 6.11.1.4. If the system load exceeds a [configurable] percentage of the total capacity the SBS shall offer diversity based on azimuth and elevation of satellites seen by the UT. 6.11.2. DIVERSITY PATH ALLOCATION AND DE-ALLOCATION 6.11.2.1. The IGF shall have the capability to allocate and add diversity satellite path during a call. This diversity path terminates within the same Channel Manager. 6.11.2.2. The IGF shall select the ChM to allow for the best probability of diversity path addition at the time of initial channel allocation. 6.11.2.3. The IGF shall make diversity satellite path allocations with the following nominal satellite transmit path allocation burst time offsets between diversity paths in priority order, subject to satellite spectrum availability as follows: 1. 3 timeslots offset (diversity windows case) 2. 0, 1, 2 timeslots offset 3. 4, 5 timeslots offset Page 48 of 192 ICO Proprietary and Confidential 282 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.11.2.4. The IGF shall command the UT to provide measurement reports for all satellites covering the UT. 6.11.2.5. The IGF shall have the capability to remove and de-allocate one of the two paths used by UT during a call without affecting the other path. 6.11.2.6. The lGF shall perform addition of diversity path based on measurement reports received from a UT azimuth/elevation angles service requirements and UT capabilities. These reporting mechanisms and report content details shall be as described in ICO Air Interface documents. 6.11.2.7. The SBS shall provide diversity during a call to UTs which indicate in their measurement reports that they can receive signals from two or more satellites in coverage of the SBS. 6.11.2.8. The SBS shall add diversity if a UT becomes able to receive signals from two or more satellites during a call. 6.11.2.9. The SBS shall remove diversity if a UT has been unable for 10 seconds or more to receive signals from two or more satellites and diversity is needed for other UTs. 6.11.3. TRANSMISSION AND RECEPTION OVER DIVERSITY PATH 6.11.3.1. When not in power saving mode the IGF shall transmit TCH/SACCH on both paths of the diversity when voice is active. 6.11.3.2. When in power saving mode and voice is active, the IGF shall transmit TCH/SACCH on the path on which the SAN is receiving with higher quality and SACCH only on the other. 6.11.3.3. When voice is inactive, the IGF shall transmit SACCH bursts on both paths. 6.11.3.4. Power control mechanism for both legs of diversity paths shall be controlled together according to the best path with a margin. 6.11.3.5. The IGF shall receive TCH/SACCH in both diversity paths simultaneously. 6.11.3.6. The IGF shall implement optimum burst by burst selection of the paths to which it is listening. 6.12. HANDOVERS 6.12.1. The IGF shall perform handover to maintain call continuity and to maintain diversity via any pair of satellites in the coverage of any SAN subject to spectrum availability and equipment capacity limits. 6.12.2. Handovers shall be performed with minimal or no interruptions to the call. 6.12.3. The methods of implementing handover for single calls in priority order shall be: 1. path addition and deletion, by two path redefinition procedures; 2. channel reassignment. 6.12.4. The methods of implementing handover for diversity path calls, in priority order, shall be: 1. path redefinition of each path separately, with continuity of the first path redefinition confirmed before the second path redefinition is commenced; 2. channel reassignment of both paths simultaneously. 6.12.5. If a single path is in use for a call a handover using channel reassignment may be used to change from the single path to a new pair of diversity paths. This is a non-preferred alternative to providing diversity by path addition. 6.12.6. The IGF shall support the following handovers: 1. intra-beam handovers (within same or different delay classes) 2. inter-beam handovers (within one or two satellites) 3. intra-SAN handovers (within one or two Channel Managers) 4. inter-SAN handovers (but not inter-MSSC handover). 6.12.7. For handovers by path redefinition, the IGF shall continue to support the original path until signals on the new path are received and demodulated correctly. 6.12.8. For handovers by channel reassignment the IGF shall continue to support the original path so that the UT can re-establish the connection on the old path if connectivity on the new path is not achieved. 6.12.9. For all handovers, if connectivity on the new path is not achieved, the IGF shall implement a recovery strategy to maximise the probability of continuing the call. This shall include attempts to overcome equipment malfunctions and attempts to communicate via an alternative path allocation on different frequencies subject to availability of satellite and spectrum resources. Page 49 of 192 ICO Proprietary and Confidential 283 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.13. SUBSCRIBER IDENTITY AUTHENTICATION 6.13.1. The IGF shall support the subscriber identity authentication procedure as defined in TS GSM 02.09 and TS GSM 03.20. 6.13.2. The IGF shall permit each of the authentication triggers defined in TS GSM 02.09 to be set/reset via the setting of exchange data, exchange parameter and/or network management command. 6.13.3. The IGF shall support the use of multiple authentication algorithms, the key lengths shall be compatible to those defined in the relative GSM specifications. 6.14. ENCRYPTION 6.14.1. The IGF shall support the encryption on the Air Interface to support the user data confidentiality and signalling information element confidentiality feature as defined in TS GSM 02.09 and TS GSM 03.20 with the exception of ICO-specific algorithms. 6.14.2. The IGF shall support user data confidentiality for connection-oriented services. 6.14.3. The IGF shall support the use of one encryption algorithm. The algorithm shall be similar to GSM A5-2 and shall be signalled to the MSSC as GSM A5-2. 6.14.4. The IGF shall maintain compatibility with the GSM Phase II multi-cipher signalling. 6.14.5. The IGF shall maintain such Air Interface confidentiality for the entire duration of the transaction subject to: 1. configurable operator preferences and criteria in the MSSC, 2. equipment characteristics of the UT. 6.14.6. The IGF shall support encryption on: 1. Diverse paths, 2. Handovers and channel changes, and 3. Channel mode changes. 6.14.7. The IGF shall be able to enable and disable encryption at any time during an active transaction for however many times are required. (F/R) 6.14.8. The IGF shall follow the Air Interface specifications for: 1. Control of encryption, and 2. Enabling and disabling of encryption. 6.14.9. The IGF shall apply encryption, or not, according to the service area of the UT. (OPTION) 6.14.10. The IGF shall support the encryption of HPN messages transmitted over the radio interface on the NCH/HP. 6.15. IMEI CHECKING 6.15.1. The IGF shall employ the IMEI checking procedure as defined in TS GSM 02.16 and TS GSM 09.02. 6.15.2. The IGF shall be capable of performing an IMEI check as a result of the following operations: 1. mobile originated/mobile terminated call attempt 2. mobile originated/mobile terminated SMS attempt 3. location update 4. non-call related supplementary service event. 6.16. CAUSES, TONES AND ANNOUNCEMENTS 6.16.1. The IGF shall support the presentation of call progress indications to the user in accordance with TS GSM 02.40. 6.16.2. It shall be possible for the operator to select the set of tones to be employed within the ICO network. 6.16.3. The IGF shall support the use of recorded voice announcements. 6.16.4. It shall be possible for the operator to select and record the announcements to be employed within the ICO network. 6.16.5. The IGF shall support the playback of an announcement to the user during call set-up, or during the release phase. 6.16.6. For prompts delivered to the user, the IGF shall support the simultaneous playback of announcements and reception of DTMF digits from the user. Page 50 of 192 ICO Proprietary and Confidential 284 EN-IG-ICO-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.17. ECHO CANCELLATION 6.17.1. The MSSC shall provide echo cancelling functionality to suppress the echo created from connection to the fixed network 6.17.2. The echo canceller devices shall be provided on a common pool basis, i.e. not dedicated to individual trunk circuits. 6.17.3. The echo cancellation functionality shall provide the system with: 1. Tone disabler selection as defined in CCITT G.164 and CCITT G.165 2. Non-Linear Processor (NLP) selection in order to: a) suppress signals having a level below a certain threshold b) allow signals having a level detected above a certain threshold, although the signal may be distorted. 3. double talk level 4. end path delay 5. A-law/(micro)-law. 6.17.4. The echo canceller functionality will be compliant to CCITT Rec. G.165. 6.17.5. The MSSC shall signal the presence/absence of echo cancellers to subsequent nodes in the call setup path, provided that the signalling employed between the nodes supports this. 6.18. TERRESTRIAL MODEM POOLS 6.18.1. The MSSC shall include pools of multi-functional modems for interworking with the PSTN and with the ISDN 3.1 kHz audio bearer service in accordance with TS GSM 09.07. 6.18.2. As a minimum, the MSSC modem pools shall support V.21, V.22, V.22bis, V.23, V.32 and V.34 modem standards. 6.18.3.a The MSSC modems shall support autobauding. Autobauding is not supported for transparent services or for non-transparent services with no flow control. 6.18.4. The MSSC modems shall support both V.42 and MNP4 outband flow control and error correction procedures. 6.18.5. The MSSC modems shall support V.42bis data compression. 6.19. UT POSITION INFORMATION 6.19.1. POSITION INFORMATION DETERMINATION 6.19.1.1. The UT position information shall be determined in terms of a location and location accuracy. 6.19.1.2. The content of the LIT position information shall be 1. latitude and longitude 2. location accuracy: a confidence region in the shape of either a circle or a rectangle 6.19.1.3. The location shall be stored with resolution of 1 km or less. 6.19.1.4. The accuracy estimate shall be stored with resolution of 1 km to [20] km depending on the magnitude of location error. 6.19.1.5. The UT position determination shall utilise the time at which the RACH is received as specified in Section 6.25.1.2.3. 6.19.1.6. The UT position information shall utilise the frequency offset at which the RACH is received as specified in Section 6.25.2.3.5.1. 6.19.1.7. The UT position information shall utilise the time at which the DCCH bursts of the Initial Message are received as specified in Section 6.25.1.2.5. 6.19.1.8. The UT position information shall utilise the frequency offset at which the DCCH bursts of the Initial Message are received as specified in Section 6.25.2.3.5.3. 6.19.1.9. Individual timing and frequency estimates from the RACH and DCCH bursts shall be processed to provide composite timing and frequency estimates. 6.19.1.10. The UT position determination shall make use of a BCCH time offset parameter supplied by the UT as part of the data sent immediately after the dedicated channel is established, if the UT transmits the parameter. The parameter will allow the SBS to calculate a second line of position relative to a second satellite, to be combined with that from the satellite through which the SBS is communicating with the UT. (OPTION) Page 51 of 192 ICO Proprietary and Confidential 285 EN-IG-ICO-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.19.2. CONVERSION OF FREQUENCY AND TIME MEASUREMENT TO POSITION 6.19.2.1. The SBS shall convert the measured time and frequency to a geographic position (latitude and longitude), taking into account the position of the satellite and the beam of the RACH. 6.19.2.2. The error introduced by the SBS algorithm for conversion to geographic position shall be no greater than that corresponding to [0.5 (micro)sec and 0.5 Hz]. 6.19.2.3. The SBS shall generate an estimate of the error in the geographic position based on: 1. estimated errors in frequency, and time measurements in the SBS demodulator, dependent on received signal strength. 2. two configurable parameters representing cumulative frequency and time errors of the end to end path; 3. relationship between error and position within the satellite field of view. 6.19.2.4. The IGF shall support up to 65,000 service areas. Each service area shall define a geographical area on the surface of the earth. Service areas need not be of the same size. They are defined and reconfigurable by the SRMC. 6.19.3. USAGE OF UT POSITION INFORMATION 6.19.3.1. The IGF shall determine UT position at the start of every radio communications session including calls and registration. 6.19.3.2. The MSSC shall support the use of service area information for call routing. 6.19.3.3. The MSSC shall store the UT position information for use by SBS and TNM paging purposes. 6.19.3.4. The MSSC shall support the use of service area information for emergency calls. 6.19.3.5. The MSSC shall support the use of service area information for call interception (OPTION). 6.19.3.6. The MSSC shall support the use of service area information for the purpose of billing. 6.19.3.7. The MSSC shall support the use of service area information to permit or deny registration. 6.19.3.8. The MSSC shall support the use of service area information for call barring. 6.19.4. MAPPING OF UT POSITION TO SERVICE AREA 6.19.4.1. The SBS shall determine a quadrilateral area on the surface of the earth from the UT position information, using a pre-defined mapping table. The mapping shall allow for up to 65,000 such areas (of varying sizes (OPTION)). 6.19.4.2. The SIBS shall map from the quadrilateral area codes to service area Id. 6.19.4.3. The service area id shall be passed to the MSSC during registration and call set-up. 6.19.5. HANDLING OF UT-SUPPLIED POSITION INFORMATION 6.19.5.1. If UT position information is provided by the UT itself then the IGF shall validate this information by comparing with the coverage of the current communicating beam. The IGF shall assume the given UT position information if the confidence region provided by the UT partially or completely overlaps with the beam coverage. 6.19.5.2. If the given UT position information is valid, the IGF shall use this UT position information. 6.19.5.3. If the UT position information is not valid, the IGF shall use the measured UT position information. 6.20. LEGAL INTERCEPTION 6.20.1. The MSSC shall provide the functionality required for the interception of user communications (telephony, fax, data and SMS) by authorised agencies for monitoring purposes. 6.20.2. The MSSC shall be capable of intercepting all calls from/to a particular subscriber including, but not limited to, forwarded calls and incoming calls to roaming subscribers. 6.20.3. The interception by the MSSC of user communications shall be imperceptible to the end user i.e. the MSSC shall support covert monitoring. 6.20.4. The services and features on offer to the end user shall not be limited by or otherwise affected by the application of interception. Page 52 of 192 ICO Proprietary and Confidential 286 EN-IG-ICO-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.20.5. The MSSC shall deliver the content of the user communications (call product) to a nominated monitoring centre in real-time. 6.20.6. The MSSC shall support both fixed and switched connections to the monitoring centre. 6.20.7. In order to allow for the connection to the monitoring centre to be established before the communication phase of the monitored call, the MSSC shall be capable of delaying the through connection of the monitored call until the monitoring centre has answered, or until a particular time interval has elapsed. 6.20.8. The MSSC shall support the interception of user communications for a particular subscriber by up to four separate monitoring agencies in parallel. 6.20.9. The MSSC shall also be capable of delivering call detail records (CDRs) to the monitoring centre in near real-time. The position information included in the CDRs shall include the UT position in the form of latitude/longitude and accuracy indicator. 6.20.10. The MSSC shall support the interception of individual subscribers on the basis of: 1. the MSSC/VLR in which the subscriber is registered (SANLOC) 2. the current geographic location (service area) of the subscriber (SUBLOC) (OPTION). 6.20.11. The NODE-OS shall be capable of activating/deactivating the interception of an individual subscriber in one or more MSSCs in a secure manner and without visibility to the local SAN operational staff. 6.20.12. The MSSC shall generate CDRs to support the billing of the monitoring agencies for the resources used as a result of the interception. 6.21. FORCED CALL ROUTING (F/R) 6.21.1. It shall be possible to force route a call from within the ICONET (under the control of the ADC/SMAS) to a switch (end-system) of the requesting agent on the basis of: 1. the service area of the subscriber 2. home network/service provider of the subscriber (e.g. IMSI range) 3. individual subscriber identity (e.g. IMSI/MSISDN). 6.21.2. It shall be possible for the NMC to request Forced Call Routing via notification to the ADC/SMAS (e.g. for test purposes). 6.21.3. The solution implemented by the MSSC shall require minimal support from the end-system of the requesting agency. 6.21.4. Any impact on the quality of service delivered to the end user as a result of the application of forced call routing by the MSSC shall be kept to a minimum. 6.21.5. The MSSC shall ensure that the re-routing of a call is not visible to the end users. 6.21.6. The MSSC shall provide an administrative interface for the activation/deactivation of forced call routing. 6.21.7. The IGF (namely the ADC/SMAS) shall provide an audit trail (log) of all forced call routing operations. This audit trail (log) shall be available to the NMC. 6.21.8. The MSSC shall provide call detail records and measurement counters for each forced call routing attempt. The application of forced call routing shall not interfere in any way with the billing of the original call. 6.22. PURGING OF LOCATION REGISTERS 6.22.1. The IGF shall support the purging of subscribers from the VLR as defined in TS GSM 09.02. 6.22.2. The IGF shall support both implicit purging as a result of an extended period of inactivity as well as explicit purging via OAM command. 6.22.3. The purging of a subscriber from the MSSC/VLR shall result in the deletion of all data for that subscriber in the MSSC/VLR. 6.22.4. The VLR shall be capable of informing the HLR that a subscriber has been purged. 6.22.5. On receipt of a purge notification from the VLR, the HLR shall consider the subscriber to be "not reachable" in order to avoid unnecessary signalling load. 6.23. ICO SPACE SEGMENT AND SANS 6.23.1. The IGF shall be designed to meet full performance requirements with the baseline constellation: 10 satellites, 5 satellite per plane, equally spaced in terms of phase (72 degrees), inclination angle of 45 degrees. 6.23.2. The IGF shall be designed to allow operation with a satellite constellation consisting of from 1 to 12 satellites in 1 or 2 planes with 1 to 6 satellites per plane. Page 53 of 192 ICO Proprietary and Confidential 287 [BLANK] 288 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.23.3. The IGF shall be able to support expansion up to 24 satellites and 24 SANs as follows: 1. The interfaces between entities of the IGF (NMC, SRMC, SAN-OSS SBS, RFT) etc. shall be designed to provide data formats (field sizes, etc.) which accommodate expansion; 2. Software in each entity shall be written in modules to facilitate expansion by replacement of modules and such that there are no avoidable limits on expansion in the internal interfaces between modules; 3. The IGF equipment (hardware and software) shall be designed and configured such that expansion can be accommodated with minimal or no disruption to service, except when the increase of the number of RFT antennas per SAN and/or the increase of the maximum total EIRP per antenna is required. 6.23.4. The IGF architecture shall be such that it may be expanded in increments and that minimum disruption occurs to the ICO system upon expansion, except when the increase of the number of RFT antennas per SAN and/or the increase of the maximum total EIRP per antenna is required. 6.23.5. The SRMC shall be designed to accommodate ICO satellites which have a total of 163 spot beams on a regular, triangular lattice. It can be assumed that the payload rotational movement with respect to the Yaw axis is electrically and autonomously compensated by the payload so that the spot beam configuration is virtually fixed in the sense that the relative beam overlaps between the adjacent satellites are invariant. 6.23.6. The IGF shall be capable of evolution to compatibility with the following alternative constellations: 1. 6 to 18 satellites in 3 planes; 2. up to 24 satellites in 4 planes. 6.23.7. The IGF will be configured with 12 Satellite Access Nodes at the following locations 6.23.8. Table 6-1 SAN Locations
SAN Site location Latitude Longitude Altitude (m) - ----------------- -------- --------- ------------ Australia, Ningi 27 degrees 03'35"S 153 degrees 03'30"E 2-16 Brazil, [Guaratiba] [22 degrees 59'55"S 43 degrees 36'23"W 0] Chile. Longvilo 33 degrees 57'l1"S 71 degrees 23'49"W 166 China. Pudong 31 degrees 20'06"N 121 degrees 31'05"E 40 Germany, Usingen 50 degrees 19'52"N 08 degrees 28'25"E 386 India. Chattarpur 28 degrees 31'27"N 77 degrees 11'12"E 684 Indonesia, Banyu Urip 06 degrees 55'15"S 112 degrees 31'17"E 42 Mexico, Tulancingo 20 degrees 03'52"N 98 degrees 26'07"W 2250 South Africa, Hartebeesthoek 25 degrees 54'36"S 27 degrees 42'35"E 1520 South Korea, [Kumsan] [36 degrees 07'19"N 127 degrees 29'10"E 151] UAE, Margum 24 degrees 52'49"N 55 degrees 34'37"E 68 USA. Brewster 48 degrees 08'19"N 119 degrees 41'28"W 177
6.24. SECTION NOT USED 6.25. RADIO SYNCHRONISATION 6.25.1. TIME SYNCHRONISATION 6.25.1.1. INTER-SAN TIME SYNCHRONISATION 6.25.1.1.1. The requirements of the SBS pertaining to GPS time synchronisation are as follows. 1. GPS time is the time of the GPS system. 2. The SBS shall maintain synchronisation to GPS time. 3. The SBS shall meet time synchronisation requirements for GPS outages lasting up to 1 week in duration. Page 54 of 192 ICO Proprietary and Confidential 289 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 4. The SBS shall synchronise the ATN number as defined in the Air Interface (Section 4.4.1 of ICO 05.02). 5. The HPN frame number shall be synchronised to the overall multiframe/superframe structures as defined in the air interface specifications. 6. The ATN number sequence starts at [24:00:00 05 January 1980] GPS time. 7. The ATN sequence counting is based on the GPS time. 6.25.1.2. RADIO TIME SYNCHRONISATION 6.25.1.2.1. COMMON CHANNEL TIMING SYNCHRONISATION 6.25.1.2.1.1. The requirements related to SCH, BCCH, and PCH/AGCH timing are as follows: 1. The SBS shall control the transmission of its SCH and BCCH bursts such that the burst timing error arriving at the Satellite is synchronised to GPS time within +/- 3.5 microseconds, excluding the timing error between the SAN and satellite derived from satellite ephemeris. 2. The SBS shall transmit SCH and BCCH bursts in each spot beam controlled by the SBS in order to distribute system time information to UTs. 3. The SBS shall be capable of staggering or interleaving the transmission of the low-duty-cycle BCCH bursts in the multiple spot beams it controls, so as to reduce the satellite peak power demand, as planned by the SRMC. 4. The SBS shall control the transmission timing of its PCH/AGCH burst such that the burst timing error arriving at the satellite is synchronised to GPS time within 3.5 microseconds excluding the timing error between the SAN and satellite derived from satellite ephemeris. 6.25.1.2.1.2. Requirements related to HPN forward/return channel timing synchronisation are as follows: 1. The HPN Transmit ChU shall control the transmission of the HPN forward channel burst such that the burst arrives at the satellite synchronised to the BCCH/MP with an absolute accuracy of 25 (micro)s. 6.25.1.2.2. LINK (BI-DIRECTIONAL DEDICATED CHANNEL) TIMING SYNCHRONISATION 6.25.1.2.2.1. The NMC shall provide satellite C to S and S to C conversion delay and Z-arc delay to the SBSs. 6.25.1.2.2.2. The IGF may assume that the satellite C to S conversion delay variability will be less than 100 nsec. 6.25.1.2.2.3. The IGF shall assume that the UT shall be capable of advancing or delaying transmission as defined in the Air Interface. 6.25.1.2.2.4. The IGF shall assume that the UT shall use the rate-of-change information supplied by the SBS to adjust timing between updates. 6.25.1.2.2.5. The IGF shall assume that the UT shall cause a time jitter of no more than +/- 2 microseconds under all operational conditions. 6.25.1.2.3. RACH TIME MEASUREMENTS AND INITIAL ASSIGNMENT 6.25.1.2.3.1. The SAN shall set its receive timing reference to an accuracy of +/- 3.5 microseconds from GPS time, excluding the timing error between SAN and satellite derived from the satellite ephemeris data. 6.25.1.2.3.2. The SIBS shall measure the Time Delay of the RACH transmitted from a UT. 6.25.1.2.3.3. The accuracy of the time delay measurement in the demodulator relative to the signal at the demodulator input shall be better than +/-7 microseconds 1 sigma in an AWGN channel with a C/N =-2.5 dB, and +/-4 microseconds 1 sigma with C/N=+5.4dB. 6.25.1.2.3.4. The SBS shall calculate the z-arc and required timing offset and send it to the UT. 6.25.1.2.3.5. The timing offset shall be provided for position determination. Page 55 of 192 ICO Proprietary and Confidential 290 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.25.1.2.4. TCH/DCCH FORWARD LINK TIMING SYNCHRONISATION 6.25.1.2.4.1. The SBS shall control the transmission of its TCH/DCCH burst such that the burst timing error at the Z-arc is synchronised to GPS time within +/- 3.5 microseconds, excluding (a) the timing error between the SAN and satellite derived from satellite ephemeris and (b) the timing variation in satellite C-to-S conversion. 6.25.1.2.5. TCH/DCCH RETURN LINK TIMING SYNCHRONISATION 6.25.1.2.5.1. The SAN shall set its receiving timing reference to an accuracy of +/- 3.5 microseconds from GPS time with respect to the Z-arc, excluding (a) the timing error between the SAN and satellite derived from satellite ephemeris and (b) the timing variation in satellite S-to-C conversion. 6.25.1.2.5.2. The SBS shall measure the Time Delay of the TCH/DCCH transmitted from a UT. 6.25.1.2.5.3. The accuracy of the time delay measurement in the demodulator relative to the signal at the demodulator input shall be better than +/- 14 microsecond 1 sigma in an AWGN channel with a C/N = -2.5 dB (DCCH/2 only), and +/- 6 microsecond 1 sigma with C/N = +5.4dB (all TCH and DCCH channels). 6.25.1.2.5.4. The SBS shall use the measured time offsets for each SDCCH/2 burst, along with time-stamp at point of measurement, and other data, in position determination. 6.25.1.2.5.5. The SBS shall monitor the timing offset of each UT burst on a dedicated bidirectional channel up to a maximum offset of +/- 56 microsecond. 6.25.1.2.5.6. The SBS shall calculate and send the required timing adjustment and the rate of timing change to the UT when the UT timing error exceeds a configurable period (range 3 to 30 microsecond nominal 10 microsecond. The format shall be as defined in the Air Interface. 6.25.1.2.5.7. The SBS shall be able to send these required timing adjustments and rate of timing changes to the UT at an average rate of once per 10 seconds (over all UTs), and at a maximum rate of once per 1 seconds (for any UT). 6.25.1.3. SAN TO SATELLITE DELAY ESTIMATION 6.25.1.3.1. The NMC shall provide for ephemeris data to be received from the SCC. 6.25.1.3.2. The NMC shall transfer the ephemeris data to the SAN SRMS as required. 6.25.1.3.3. The SAN SRMS shall transfer the ephemeris data to the SBS as required. 6.25.1.3.4. The SBS shall use the ephemeris data to calculate the SAN to satellite delay value to within [ +/- 2.0] microsecond, 3 sigma error, at any given instant in time. 6.25.1.3.5. The IGF shall assume that the ephemeris data provided to the IGF is of sufficient quality to permit the calculation of the SAN to satellite delay value to the accuracy required. 6.25.2. FREQUENCY SYNCHRONISATION 6.25.2.1. FREQUENCY REFERENCES 6.25.2.1.1. SATELLITE PAYLOAD FREQUENCY REFERENCE 6.25.2.1.1.1. The IGF shall assume the SCC will provide the correction for satellite payload frequency reference error to the satellite. 6.25.2.1.1.2. The IGF shall assume the correction for satellite payload frequency reference error provided to the satellite shall be less than 5.0 x 10(-10) and that there is at least a 10 second delay between successive corrections. 6.25.2.1.2. LES FREQUENCY REFERENCE 6.25.2.1.2.1. The LES shall include frequency reference equipment that are used as the basis for frequency and timing measurements for the synchronisation of the RFT, SBS, PCS, HPN Subsystem and of the transmission links to the TNM. 6.25.2.1.2.2. The frequency stability shall be better than 1 x 10(-10) over 1 year. 6.25.2.1.2.3. The LES frequency reference equipment shall support the synchronisation of radio signals within the specified tolerances of GPS time. 6.25.2.1.2.4. The LES frequency reference equipment shall provide a secondary clock source for use in case of failure of the primary source, with accuracy and stability to enable operation of the LES for at least 1 week. Page 56 of 192 ICO Proprietary and Confidential 291 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.25.2.2. SECTION NOT USED 6.25.2.3. LINK DOPPLER COMPENSATION 6.25.2.3.1. GENERAL 6.25.2.3.1.1. The SBS and RFT shall transmit all forward direction channels in the spot beam, (including BCCH, SCH, PCH, AGCH. and those of TCH & DCCH channels), such that their frequencies are corrected in frequency at the frequency reference point of each particular spot beam relative to their nominal frequencies specified by SRMC to an accuracy as specified in Section 6.25.2.3.2. 6.25.2.3.1.2. The SBS and RFT shall enable the frequencies of all return direction channels, (including RACH and those of TCH and DCCH channels), received from a spot beam to be provided at the demodulator input, relative to their nominal frequencies at a spot beam frequency reference point of each spot beam, to an accuracy as specified in Section 6.25.2.3.2. 6.25.2.3.1.3. The Doppler compensation shall be done per satellite and per beam in order to obtain "zero" frequency reference for each beam at a point that represents the Doppler offset of that beam. 6.25.2.3.1.4. The overall formula performed by the SBS and RFT subsystem for frequency correction of its transmitted burst shall be: Ft = ((Fs/(1 +Dbn)) +Fcs(1 +M)) / (1 + Dc) Where: 1. Ft: Transmit frequency from the SAN 2. Fs: S-band frequency 3. Fcs: Translation frequency from C to S band 4. Dbn: Fractional Doppler shift of the service link at the zero Doppler offset reference point on the earth for each beam 5. Dc: Fractional Doppler of the Feeder Link 6. M: Fractional satellite payload frequency reference offset. 6.25.2.3.1.5. The SRMS shall estimate the Dbn value from the satellite ephemeris data provided by SCC, and assuming an oblate earth model, and supply them to the SBS and HPN subsystem. 6.25.2.3.1.6. The SRMS shall provide Dbn parameters within an accuracy of +/- [1] Hz excluding errors in the ephemeris data. 6.25.2.3.1.7. Each RFT shall compensate the forward transmit frequency for the C-band Doppler. 6.25.2.3.1.8. The RFT shall provide the following data at regular intervals of 1 second for each antenna which is tracking a satellite: 1. satellite payload frequency reference offset (M) 2. forward feeder link Doppler offset (Dc). 6.25.2.3.1.9. The RFT shall timestamp each measurement. 6.25.2.3.1.10. The RFT subsystem shall provide frequency reference offsets (M) and Doppler offsets (Dc) with a resolution of at least [1 Hz] and an accuracy of better than [+/- 6 Hz]. 6.25.2.3.2. FREQUENCY ERROR BUDGET 6.25.2.3.2.1. The frequency error budget is a list of all of the contributors of error and the maximum error which shall be permitted. 6.25.2.3.2.2. The SBS requirements are shown in the following table: 6.25.2.3.2.3. TABLE 6-2 SBS FREQUENCY ERROR BUDGET
Term Fractional Error Error (Hz) ---- ---------------- ---------- CU Receive Error 1.7E-9 3 CU Residual Doppler N/A 1 CU Transmit Error 1.9E-09 3
6.25.2.3.2.4. The RFT requirements are shown in the following table: Page 57 of 192 ICO Proprietary and Confidential 292 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.25.2.3.2.5. TABLE 6-3 RFT FREQUENCY ERROR BUDGET
Term Error (Hz) ---- ---------- RFT Down Conversion 1 RFT Doppler tracking 5 RFT Up Conversion 1
6.25.2.3.2.6. The total error of SBS and RFT, excluding errors due to Dbn estimation is +/- 10 Hz, 3 sigma, per Tx or Rx direction. 6.25.2.3.3. SECTION NOT USED 6.25.2.3.4. HPN FREQUENCY CONTROL 6.25.2.3.4.1. The forward channel frequency pre-correction shall be done at the HPN ChM by using the Doppler frequency-related information provided by the SAN-OSS for the Spot Beam reference point and taking into account the feeder link Doppler and master oscillator error reported by the RFT. 6.25.2.3.4.2. The bursts transmitted by the HPN Transmit ChU shall have the frequency precorrected such that they are received on earth at their nominal values corresponding to the intended Spot Beam reference point with an absolute accuracy of [100 Hz]. 6.25.2.3.4.3. The frequency correction associated with each HPN forward channel burst is expected to be different, since bursts are being continually sent to different satellite beams. 6.25.2.3.5. LINK (BI-DIRECTIONAL DEDICATED CHANNEL) FREQUENCY SYNCHRONISATION 6.25.2.3.5.1. Initial Acquisition (RACH and AGCH) 6.25.2.3.5.1.1. The SBS shall detect the RACH transmission at frequency offsets of up to [+/-2500] Hz, at the SAN input. 6.25.2.3.5.1.2. The SBS shall measure the RACH frequency offset relative its frequency at the demodulator input to an accuracy of +/- 13 Hz 1 sigma with a C/N of -2.5 dB and +/-8 Hz 1 sigma at a C/N of 5.4 dB in AWGN. 6.25.2.3.5.1.3. The SBS shall use the measured frequency offset, along with other data, in position determination. 6.25.2.3.5.1.4. The SBS shall transmit an initial frequency correction to the UT in the IMMEDIATE ASSIGNMENT message as defined in the Air Interface. The maximum correction is [+/- 2500] Hz, and the granularity is [8] Hz. 6.25.2.3.5.2. Forward Frequency Link Control 6.25.2.3.5.2.1. The SBS and each RFT shall maintain the forward dedicated channel at the frequency reference point as described in Section 6.25.2.3.2, Frequency Error Budget. 6.25.2.3.5.3. Return Frequency Measurement and Link Control 6.25.2.3.5.3.1. The SBS shall measure the medium penetration SDCCH/2 frequency offset relative to its frequency at the demodulator input to an accuracy of +/- [20] Hz 1 sigma with a C/N of -2.5 dB and +/-12 Hz 1 sigma at a C/N of 5.4 dB. 6.25.2.3.5.3.2. The SBS shall measure the nominal penetration SDCCH6/TCH frequency offset relative to its frequency at the demodulator input to an accuracy of +/-12 Hz 1 sigma at a C/N of 5.4 dB. 6.25.2.3.5.3.3. The SBS shall use the measured frequency offsets for each physical SDCCH/2 burst, along with the timestamp at the point of measurement and other data, in position determination. 6.25.2.3.5.3.4. The SBS shall be able to acquire the return direction of the dedicated channels with an initial frequency error of up to +/- [170] Hz relative to their nominal frequency. Page 58 of 192 ICO Proprietary and Confidential 293 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.25.2.3.5.3.5. The SBS shall inform the UT of frequency corrections to be made to the return channel in the SACCH message as defined in the Air Interface. Updates shall be made whenever the frequency error exceeds a configurable value (range 10 - 32 Hz nominal 20 Hz), with corrections up to a maximum of +/- 32 Hz with a granularity of 1 Hz. 6.25.2.3.5.3.6. The SBS shall be able to provide these corrections at an average rate of once every [10] seconds (for all UTs), and at a maximum rate of once per 1 seconds per UT. 6.25.2.3.6. EFFECT OF VEHICLE MOTION AND VELOCITY 6.25.2.3.6.1. The SBS shall be able to initiate and maintain communication with the UT with UT-induced Doppler up to 200 Hz provided that the rate of change of Doppler is less than 20 Hz/sec. 6.25.2.3.6.2. If the UT velocity exceeds 5 km/hr at the time of the RACH, position determination accuracy will be reduced. 6.25.3. TERRESTRIAL NETWORK SYNCHRONISATION 6.25.3.1. The MSSC shall be capable of being configured to take its frequency synchronisation from one of a set of communication interfaces in priority order, with a minimum of 4 interfaces being identified for this purpose. A particular interface shall be used as the synchronisation source if all interfaces of higher priority have failed. 6.25.3.2. Where all external sources have failed the MSSC shall operate from a local synchronisation source. The quality, including holdover and free-running modes of operation, of the local source shall be that of a Secondary Reference Clock in accordance with ITU-T Recommendation G.812. 6.25.3.3. The MSSC shall provide elastic buffers for time delay jitter and frequency synchronisation between the selected source of synchronisation and all other interfaces. 6.25.3.4. The MSSC synchronisation functions shall be in accordance with WG360497 IPC Deliverable Control Document, Section 3.4.1.26.5 Network Synchronisation. 6.25.3.5. The TNM shall derive its timing reference at the terrestrial network interface (MSSC-TNM) from the incoming PCM and MCD signals and at the radio/satellite network interface (SBS-TNM) from the incoming MCD signals. 6.25.3.6. Failure of any link input to the TNM shall not prevent traffic from other links being synchronised. 6.25.3.7. The TNM shall provide time delay jitter and clock drift correction between 1. the internal vocoder/multiplexer clock, and 2. the incoming PCM and MCD signals from the MSSC and, 3. MCD signals from the SBS, by means of an elastic buffer. 6.25.3.8. Larger time errors including any difference between the clocks on the MSSC and SBS sides of the TNM shall be accommodated in the time domain to frequency domain conversion process of the vocoder. 6.25.3.9. The SBS including its transmission clocks towards the TNM shall be frequency synchronised to the LES Frequency Reference. 6.25.3.10. The FEC and timing part of the vocoder in the SBS shall accommodate shifts up to 20 msec between the Air Interface modem data and the signals to the vocoder. This function shall automatically select an alternative MCD slot to the TNM to minimise any delay in less than 10 seconds after a step change of up to 20 msecs. 6.25.3.11. The configuration, operation and maintenance of the synchronisation sources and priorities for the MSSC shall be capable of control through the MSSC network management systems. 6.26. AIR INTERFACE ELEMENTARY AND STRUCTURED PROCEDURES 6.26.1. AIR INTERFACE ELEMENTARY PROCEDURES 6.26.1.1. The IGF shall support the network side of all Air Interface elementary procedures necessary and sufficient to provide the services and system functions specified in this document. 6.26.1.2. The IGF shall comply with the network side at least of the following elementary procedures as defined in the Air Interface documents available at time of contract. Page 59 of 192 ICO Proprietary and Confidential 294 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 6.26.1.3. TABLE 6-4 AIR INTERFACE ELEMENTARY PROCEDURES PROCEDURE Establishment of Multiple Frame (MF) operation Normal establishment Contention Resolution Information Transfer Unacknowledged Acknowledged Suspension/Resumption of MF operation Release of MF operation RR Connection Establishment Immediate Assignment Paging RR Connection Transfer Measurement report Channel Re-assignment Path Re-definition Channel Mode Modify Cipher Mode Setting Classmark Change Classmark Interrogation (not supported by MSSC) RR Connection Release Idle Mode System Information Broadcasting MM Connection Establishment MM Connection Information Transfer TMSI Re-allocation Authentication Identification IMSI Detach Abort Location Updating Periodic Updating IMSI Attach Generic Location Updating MM Connection Release Call Establishment Mobile originated Mobile Terminated Call Clearing Mobile initiated Network initiated Page 60 of 192 ICO Proprietary and Confidential 295 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION : 25 17TH FEBRUARY 1997 PROCEDURE Others User Notification (MSSC supports only network to UT direction) Call Rearrangements (MSSC supports only network to UT direction) DTMF In-band tones and announcements Call collisions Status Call Re-establishment, UT side Call Re-establishment, Network side (not supported by the MSSC) Progress 6.26.2. STRUCTURED PROCEDURES 6.26.2.1. The IGF shall support the network side of all structured procedures necessary and sufficient to provide the services and system functions specified in this document. 6.26.2.2. The IGF shall comply with the network side of at least the following structured procedures. 6.26.2.3. TABLE 6-5 STRUCTURED PROCEDURES PROCEDURE 1. UT Registration 2. Location Update 3. Follow on Procedure 4. Mobile Originated Call Establishment 5. Mobile Terminated Call Establishment 6. CM Call Release 7. IMSI Attach 8. Diversity path addition (path redefinition) 9. Diversity path removal (path redefinition) 10. Handover using path redefinition 11. SDCCH to TCH transition (using channel re-assignment) 12. Intra-Channel Manager handover (channel re-assignment) 13. Intra-SAN handover (inter channel manager channel re-assignment) 14. Inter-SAN handover (channel re-assignment), but not inter-MSSC handover 15. Mobile Originated SMS (in Idle mode and in call) 16. Mobile Terminated SMS (in Idle mode and in call) 17. HPN message delivery and acknowledgement 18. DTMF end-to-end procedures (in band) 19. Stand alone Supplementary Services 20. Supplementary Services while in call 21. In-Call Modification (Speech followed by fax) 22. ln-Call Modification (Alternate speech and fax) 23. Channel Mode Modification 24. Channel Assignment through Reassignment 6.26.2.4. Where applicable the structured procedures shall be provided for both direct connection SBS-TNM-MSSC and for transit connection through a second TNM, i.e. SBS-TNM-TNM-MSSC. Page 61 of 192 ICO Proprietary and Confidential 296 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.27. UT/SUBSCRIBER ACCESS MANAGEMENT AND CONTROL 6.27.1. In order to comply with possible regulatory constraints on the usage of ICO radio terminals, the MSSC shall support the following types of access restriction on the usage of ICO UTs from within a particular geographic region (i.e. service region/service area): 1. The prevention of access by any ICO UT. 2. The prevention of access by any subscriber from a particular home network and/or country, provided that IMSI will determine the home network or the country for which the prevention will take place. 3. The prevention of access by individual ICO home subscribers (subscribers contained in an ICO HLR/ILR). 4. The prevention of access by particular UTs. (F/R) 6.28. ACCESS CLASS HANDLING 6.28.1. GENERAL 6.28.1.1. The IGF shall achieve access class handling by using the RACH control parameters of each BCCH for the purpose of managing the access of UTs to the ICO network 6.28.1.2. The NMC shall provide access class handling information as follows: 1. static traffic planning 2. static frequency planning. 6.28.1.3. The NMS shall provide: 1. [fault and configuration management trigger]. 6.28.1.4. The SBS shall perform access class handling with the following consideration: 1. dynamic traffic flow control. 6.28.2. BARRING OF ACCESS CLASSES 6.28.2.1. For the purpose of barring, there shall be two groups of access classes namely normal access classes and special access classes. Each of these two groups of access classes shall have individual classes of their own. 6.28.2.2. All individual access classes of the normal access class group shall have equal priority. 6.28.2.2. The individual access classes of the special access class group shall have priority which are configurable. 6.28.2.3. The SBS shall provide separate access class restrictions on barring for each spotbeam individually. 6.28.2.4. SBS shall ensure a random selection of the individual access classes when barring is required. The randomisation shall be spread firstly over individual classes of the normal Access Class group ensuring no repeat of any one class or classes until having cycled through all the individual classes even if there had been a break in barring or a resumption of service over a certain period of time. 6.28.2.5. The SBS shall: 1. perform Access Class barring progressively and incrementally before escalating to barring of the entire spot-beam; 2. only start barring the special access class group when all normal access classes has been barred; 3. Barring of individual classes (normal or special) can be overview and selectable by OAM. 6.28.3. UNBARRING OF ACCESS CLASSES 6.28.3.1. The unbarring of access classes shall be the complement of the barring process. 6.29. SUBSCRIBER CLASS HANDLING (F/R) 6.29.1. The IGF shall support the Ericsson "subscriber class" (subscription type) feature. This feature permits each mobile subscriber to be associated with a subscription type that is independent of the subscriber's number (IMSI, MSISIDN). The subscription type may then be used to influence the routing, charging, accounting, etc. of the call. For further details see the following documents: Page 62 of 192 ICO PROPRIETARY AND CONFIDENTIAL 297 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1. WG360081 Handling of subscription type for subscriber dependent analysis in MSC/VLR 2. WG360082 Handling of subscription type for subscriber dependent analysis in GMSC. 3. WG360837 Protocol specification for mobile subscriber subscription type in MSC/VLR. 6.30. CLASSMARK HANDLING 6.30.1. The SBS and MSSC shall use the UT Classmark, when available, to determine the service it shall provide to the UT. 6.30.2. The SBS and MSSC shall use a default UT Classmark, when the UT's Classmark is not available, to determine the service it shall provide to the UT. 6.30.3. The SBS and MSSC shall maintain a default Classmark that allows for: 1. treatment and handling of the UT's radio access before all UT characteristics is known 2. initiation of call-control processes before or during the time the UT is updating the network of its full equipment characteristics. 6.30.4. The SBS and MSSC shall use default Classmark information until such time that actual Classmark information is updated by the UT in part or in whole. 6.30.5. The MSSC and SBS shall have the capability to query a UT about its Classmark 1. any time during an active transaction 2. both autonomously and/or under operator control. 6.30.6. If a UT fails to respond to a Classmark query, the MSSC and SBS shall continue using the default Classmark. 6.31. CHANNEL MODE MODIFY 6.31.1. CHANNEL MODE MODIFY IN THE SBS AND TNM 6.31.1.1. The SBS and TNM shall support and use the channel mode modify air interface procedure when required to do so for alternate speech/fax and alternate speech/data services. 6.31.2. CHANNEL MODE MODIFY IN THE MSSC 6.31.2.1. The MSSC shall support and use the Channel Mode Modify procedure to control the radio path from the SBS when providing fax and data services via the D-IWF. 6.31.2.2. The D-IWF shall use the Channel Mode Modify procedure in order to adopt the user rate on the radio channel. 6.31.2.3. The message speed used for the facsimile transmission is not known when setting up a facsimile connection. This speed is determined by T.30 negotiation between the facsimile machines. The facsimile adapter reads the frames of the negotiation. When the facsimile adapter has detected the rate, the chosen rate must be indicated, if this rate differs from the radio channel rate. The D-IWF will then initiate the Channel Mode Modify procedure, in order to change the user rate on the radio channel. 6.31.2.4. The facsimile machines may decide to change to a lower facsimile transmission rate, due to bad line quality. This may happen during the inband call setup or in data phase. In both cases, the facsimile adapter performs a request for Channel Mode Modify. 6.31.2.5. The facsimile machines may also change back to a higher facsimile transmission rate. 6.32. IN-CALL MODIFICATION 6.32.1. In-call modification can be invoked once the call is in active state. The switching from current mode to the other mode is performed at the access without support from the network. 6.32.2. In-call modification is invoked when a modification request is received from the mobile subscriber (calling or called MSs). 6.32.3. The In-call modification procedure might be repeated several times. There is no limit concerning the number of switchings during a call. 6.32.4. The MSSC/VLR checks the received request and if the requested mode is already the actual one, the MSSC/VLR completes the in-call modification procedure without initialising anything else. Otherwise, the MSSC/VLR informs the interworking unit about the in-call modification request. 6.32.5. The MSC/VLR performs a new assignment procedure to adapt to the new mode. Page 63 of 192 ICO PROPRIETARY AND CONFIDENTIAL 298 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.32.6. The connection of the D-IWF is performed in the MSSC/VLR when switching from speech to fax. The connection of the D-IWF is released in the MSSC/VLR when switching from fax to speech. 6.32.7. The MSSC/VLR orders the D-IWF to put into effect the requested mode. 6.32.8. The MSSC/VLR completes the incall modification procedure by acknowledging the mobile subscriber and for fax call, wait for data transfer indication from D-IWF. 6.33. SUPPORT FOR DTMF 6.33.1. The IGF shall support the sending and receiving of DTMF tones from/to the UT to the PSTN/ISDN as defined in the ICO Air Interface. 6.33.2. The TNM shall support the in-band transport of DTMF tones in voice mode. 6.34. RELEASE OF RESOURCES 6.34.1. GENERAL 6.34.1.1. The IGF shall apply controlled release of all allocated resources that are no longer in use. This shall apply to all: 1. satellite spectrum, power resources, and equipment, 2. internal ICONET resources, and 3. resources external to ICONET but shared or used by the ICO network (which may or may not have been owned, managed or controlled by the ICO network) e.g. the interface resources to the PSTN, PLMN, ISDN, PSPDN. 6.34.2. RELEASE OF EQUIPMENT, SATELLITE SPECTRUM AND SATELLITE POWER RESOURCES 6.34.2.1. The SBS shall release satellite spectrum, power resources, and equipment used for the call, promptly after the use of the resource has ended. 6.34.2.2. The SBS shall release the satellite spectrum and power resources independently of other resources (internal or external to the IGF which prior to the moment of release are under common usage). 6.34.2.3. In releasing the satellite spectrum, power resources, and equipment, the SBS shall release and make available those resources for other users within a 10 seconds period of time from the completion of the protocol exchange. 6.34.2.4. The IGF shall only release allocated resources when the usage of such resources is no longer required. 6.34.2.5. If an allocated resource is not used, the IGF shall release that resource following a time-out period. 6.34.2.6. Where possible, the SBS shall co-ordinate with the UT the release of the allocated resources. 6.34.2.7. All control and communications for releasing of Air Interface resources shall follow the ICO Air-Interface Specification release procedures. 6.34.3. RELEASE OF RESOURCES EXTERNAL TO IGF 6.34.3.1. The IGF shall follow the appropriate interface specifications and standards that apply for that interface. 6.35. QUEUING 6.35.1. SBS shall support Queuing Indication message in all cases of resource assignment when the resource is not available, except for diversity allocations, or where the queuing does not need to be advised to the MSSC. 6.35.2. SBS-OMC shall support configuration of T11 timer. 6.35.3. SBS shall support the queuing procedure conforming to ICO BSSMAP document 08.08. 6.35.4. The TNM shall support the queuing procedure protocol between the SBS and the MSSC conforming to BSSMAP 08.08. Page 64 of 192 ICO PROPRIETARY AND CONFIDENTIAL 299 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.36. CONGESTION AND OVERLOAD 6.36.1. The MSSC shall provide internal means (such as queuing) for controlling the number of offered calls which are accepted so as to ensure proper handling of the calls which have been accepted. 6.36.2. Congestion at MSSC shall use Overload message defined in BSSMAP 08.08 to indicate to the TNM to reduce the traffic. (F/R) 6.36.3. MSSC shall support timer T5 and T6. (F/R) 6.36.4. Congestion at SBS shall use OVERLOAD message defined in BSSMAP 08.08 to indicate to the TNM to reduce the traffic. 6.36.5. SBS shall support timer T17 and T18. 6.36.6. The TNM shall support the overload procedure protocol between the SBS and the MSSC confirming to BSSMAP 08.08 and will distribute the messages to all appropriate MSSCs and SBSs. 6.37. C7 SIGNALLING LINK MONITORING 6.37.1. The MSSC signalling link monitoring function performs continuous fault supervision of all activated signalling links. It includes supervision of both the signalling terminal hardware and the message transfer ability. 6.37.2. The signalling links are also checked by routine tests in accordance with the CCITT recommendation Q.707. This test is executed at regular intervals for each signalling link that is available for level 3 traffic. The length of the intervals can be set by application parameters. If the test fails, restoration of the signalling link is initiated. 6.37.3. An alarm is generated if a signalling link cannot be restored after a failure. The alarm class are specified by command. 6.37.4. Alarm ceasing is generated when the signalling link is restored or deactivated by command. 6.37.5. Signalling Traffic Management function as per ITU-T Q.701 Section 3.3.1 shall be required. 6.37.6. Signalling Link Management function as per ITU-T Q.701 Section 3.3.2 shall be required. 6.37.7. Signalling Route Management function as per ITU-T Q.701 Section 3.3.3 shall be required for those cases when quasi-associated mode of signalling is used. 6.37.8. The TNM will perform similar monitoring of the C7 signalling links between the TNM and SBS. 6.37.9. The SBS will support the monitoring of the C7 signalling links by the TNM. 6.38. VOICE CODING 6.38.1. The Voice Codec shall perform all of the voice signal processing functions for the system. 6.38.2. The Voice Codec shall receive Air Interface format frames and provide PCM format speech to the Terrestrial Interface. 6.38.3. In the SAN transmit direction, this block accepts 64kbps PCM encoded (A- or u -law) speech and encodes it according to the ICO Voice Codec encoding algorithm. 6.38.4. The Voice Codec will implement the Vocoding algorithm supplied by ICO, whose resource requirements interfaces and functionality are equivalent to those specified in NEC paper WG4-CN-60020-A3. 6.38.5. The vocoder shall be switched to By-pass Mode when the Bearer Capability for the call indicates Fax/Data. 6.39. DTX 6.39.1. The IGF shall support voice activation on voice type calls, in forward and reverse directions, transparent to the MSSC. 6.39.2. The use of voice activation shall be determined on a per call basis and signalled during call setup. 6.39.3. The Voice Codec will signal the Air Interface MODEM to activate the transmit carrier as required. 6.39.4. The voice codec shall include dynamic voice activation control which adapts the voice activation threshold depending upon the background noise characteristics of the voice input. Page 65 of 192 ICO PROPRIETARY AND CONFIDENTIAL 300 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 6.39.5. When voice is inactive, silence frames shall be sent as defined in the Air Interface. 6.39.6. On signalling channels, data bursts shall be sent when data is to be transferred. SACCH bursts shall be sent to maintain the link. 6.40. SYSTEM INFORMATION BROADCASTING 6.40.1. The IGF shall implement the BCCH as defined in the Air Interface. 6.40.2. The IGF shall generate system information to assist UTs in their Idle Mode operations. This information shall be in compliance with Idle Mode specifications stated in the ICO Air Interface reference. 6.40.3. The SRMC shall distribute the system information to each SAN OSS as required. 6.40.4. The SAN OSS shall provide the information to the SBS for broadcast via the BCCH/MP. 6.40.5. The SBS shall add frame-number information and dynamic access control information to the information being broadcasted. 6.40.6. The SBS shall broadcast this system information in accordance with the specifications stated in the Air Interface. 6.40.7. The SBS shall be capable of broadcasting system information on the BCCH channel of the spot beams it controls. 6.40.8. The SBSs of the IGF, taken together shall be capable of transmitting one or more BCCH in each spot beam of each satellite. 6.40.9. The SBS shall be capable of starting and stopping BCCH transmission as planned by the SRMC independently in each spot beam as required for BCCH control transition from one SAN to another as beam control is handed over to a different SAN. The burst number shall be used to co-ordinate this transition of control. 6.40.10. The SBS shall send the Sync Burst (SB) over SCH. The contents of SB are as described in the Air Interface and are generated locally at each SBS. 6.40.11. The IGF shall have the capability to allow the configuration and control of the configurable part of the BCCH content by the NMC/SRMC operator. 6.41. RADIO ACCESS MANAGEMENT 6.41.1. PAGING CHANNEL (PCH) 6.41.1.1. Requirements are as covered in Section 6.8. 6.41.2. ACCESS GRANT CHANNEL (AGCH) 6.41.2.1. The IGF shall implement the AGCH as defined in the Air Interface. 6.41.2.2. The IGF shall be capable of transmitting one or more AGCH in each spot beam of each satellite. 6.41.2.3. The SBS shall allocate radio resource based on the information in the RACH and shall then transmit this information over the AGCH channel in the same spot beam as the RACH was received. This information shall include the type of channel (SDDCH/6 or SDDCH/2 or TCH), forward and return link frequencies, timeslot number and initial timing and frequency adjustments. 6.41.2.4. The SBS shall release resources allocated if no link establishment request has been received in response to an AGCH message within a wait time as specified. 6.41.2.5. The SBS shall provide the OAM capability to view current actual channel configuration as well as to change the channel configuration. 6.41.2.6. After granting the radio resource to the UT, the SBS shall immediately start maintenance of the granted radio resource. 6.41.2.7. If the SBS is unable to grant radio access to the UT, the SBS shall inform the UT of such failure indicating sufficient parameters to the UT as to when it can attempt a retry, as given in Air-Interface Specifications. 6.41.2.8. If the traffic over AGCH exceeds the allocated capacity, the IGF shall queue access grant messages. If the queue is exceeded, then access grant messages will be dropped. 6.41.3. RANDOM ACCESS CHANNEL (RACH) 6.41.3.1. The SBS shall implement the RACH as defined in the Air Interface. Page 66 of 192 ICO PROPRIETARY AND CONFIDENTIAL 301 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 6.41.3.2. The SBSs of the IGF, taken together, shall be capable of receiving one or more RACH in each spot beam of each satellite simultaneously. 6.41.3.3. The SBS shall receive and process the RACH request as described in Section 6.41.2, Access Grant Channel (AGCH). 6.41.3.4. The SBS shall provide the OAM capability to view current actual channel configuration as well as to change the channel configuration. 6.41.4. FAST AND SLOW ASSOCIATED CONTROL CHANNELS (FACCH AND SACCH) 6.41.4.1. The SBS shall implement the FAACH and SACCH as defined in the air interface. 6.41.4.2. The SBS shall implement FACCH and SACCH (transmit/receive) for each connection. 6.41.4.3. The TNM shall originate and receive FACCH content specific to vocoder operation and shall identify these frames as FACCH frames. 6.41.4.4. The SBS shall generate SACCH/FACCH content for other usage (non-vocoder) and in the case of FACCH shall insert them in place of voice frames (or silence). 6.42. RADIO SESSION MANAGEMENT 6.42.1. SESSION INITIATION REQUIREMENTS 6.42.1.1. GENERAL 6.42.1.1.1. The requirements related to establishing an RR session over SDCCH are as follows: 1. The SBS shall support layer 2 link establishment procedures as described in ICO Air Interface; 2. The SBS shall support the SDCCH/TCH transition when a connection needs to be switched from signalling to traffic. 6.42.1.2. CAPABILITIES FOR SIGNALLING RESOURCE ALLOCATION 6.42.1.2.1. The SBS shall be capable of bi-directional communication for signalling between the UT and the network: 1. through a medium penetration DCCH; 2. through a nominal penetration DCCH; 3. through normal TCH resources set to 'signalling only' when used as a signalling resource. 6.42.1.2.2. The SBS shall be capable of communicating via any of the above channel types using: 1. a single satellite path; 2. diversity satellite paths. 6.42.1.2.3. The SBS shall support the DCCH configurations as given in Air Interface. 6.42.1.2.4. The SBS shall support the DCCH configurations through any channel pre-allocated to it by the SRMC. 6.42.1.3. SIGNALLING RESOURCE ALLOCATION PROCEDURES 6.42.1.3.1. The SBS shall allocate an initial signalling resource, following receipt of the RACH. Subsequently: 1. update the allocation when practical and required to optimise use of satellite spectrum and power resources in the signalling phase; 2. if the allocated signalling resource allocation is not compatible with the allocation type needed for the traffic phase of the call, change the allocation to one compatible with the traffic phase of the call; 3. change the allocation when required for link maintenance. 6.42.1.3.2. The SBS shall select the initial signalling resource, compatible with the expected allocation type / penetration level requirement for the signalling phase based on: 1. the reason(s) given by the UT for wanting to access the network; 2. an estimate of the penetration level required based on the signal level of RACH as measured; 3. the availability of satellite spectrum, equipment, and power resources for signalling. Page 67 of 192 ICO PROPRIETARY AND CONFIDENTIAL 302 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.42.1.3.3. The SBS shall have the capability of allocating the initial signalling resource in the same spot beam as that on which the RACH was received. 6.42.1.3.4. The SBS shall update signalling resource allocations when a signalling resource of a different level of penetration is needed or can be allowed based on: 1. the equipment characteristics of the UT; 2. an estimate of the penetration level needed based onlink monitoring of the existing signalling resource; 3. the availability of equipment, satellite spectrum and power resources for signalling. 6.42.1.4. CAPABILITIES FOR TRAFFIC RESOURCE ALLOCATION 6.42.1.4.1. The IGF shall be capable of bi-directional communications for traffic between the UT and an external network through TCH 6.42.1.4.2. The SBS shall be capable of communicating via TCH using: 1. a single satellite path 2. diversity satellite paths. 6.42.1.4.3. The SBS shall select a TCH corresponding to the applicable Z-Arc. 6.42.1.4.4. The SBS shall be capable of supporting the TCH configurations as given in the Air Interface. 6.42.1.4.5. The SBS shall support the TCH configurations through any channel pre-allocated by the SRMC. 6.42.1.4.6. The SBS shall be capable of supporting a TCH for traffic/signalling and signalling only usage. 6.42.1.4.7. The SBS shall provide the OAM capability to view current actual channel configuration as well as to change the channel configuration 6.42.1.4.8. The IGF shall be capable of communicating with the UT for traffic resource allocation using the Air Interface Elementary Procedures and Structured Procedures. 6.42.1.5. TRAFFIC RESOURCE ALLOCATION PROCEDURES 6.42.1.5.1. The requirements in this section for early and late assignment are subject to review as part of the development of the Air Interface structured procedures. 6.42.1.5.2. According to the radio bearer capability required for the call, the SBS shall be capable of: 1. continuing to use the existing (signalling) resource in the traffic phase of the call; 2. allocating a new resource for the traffic phase of the call immediately after the radio bearer capability required for the call has been determined (early assignment); 3. allocating a new resource for the traffic phase of the call as soon as practicable prior to call connection (late assignment). 6.42.1.5.3. The SBS shall be capable of: 1. using early or late assignment if the penetration level required for the radio bearer capability for the traffic phase of the call is the same as in the signalling phase; 2. using late assignment if the penetration level required for the radio bearer capability for the traffic phase of the call is less than in the signalling phase. In such case the traffic resource allocation shall be made only after the penetration level associated with the radio bearer capability for the call is compatible with an estimate of the penetration level needed based on link monitoring of the existing signalling resource. 6.42.1.5.4. The SBS shall allocate a new resource for the traffic phase of the call or support continued use of the existing resource according to: 1. the radio bearer capability required for the traffic phase of the call 2. the equipment characteristics of the UT 3. the priority of the request for TCH resources 4. the availability of satellite spectrum and power resources to support the required radio bearer capability for the traffic phase of the call. 6.42.1.5.5. If the TCH can be allocated, the SBS shall: 1. allow a limited time for the UT to take up the allocated TCH resources 2. until such limited time has expired, keep both the TCH and the SDCCH resources open for the UT's use 3. after such limited time if the TCH resources are not taken up, release the TCH resources for further use. 6.42.1.5.6. If the allocated TCH resource is successfully taken up by the UT, the SBS shall: Page 68 of 192 ICO PROPRIETARY AND CONFIDENTIAL 303 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1. release the signalling resource 2. continue with the link maintenance that has been started in the signalling phase. 6.43. LINK MONITORING 6.43.1. DEDICATED CHANNELS 6.43.1.1. The SBS shall have capability to perform link monitoring on each forward and return path of each dedicated channel allocation. 6.43.1.2. The SBS shall have capability to measure the following on the return paths: 1. Timing offset and frequency offset from reference time and frequency 2. Received Signal Strength 3. Received Signal Quality: a) Carrier/Noise ratio b) Frame Error Rate (FER) on the channels which have CRC on Layer 2 Frames. 6.43.1.3. The SBS shall have capability to receive from the UT reports of the following on forward paths: 1. Received Signal Presence and Strength 2. Received Signal Quality: a) Carrier/Noise ratio b) Frame Error Rate (FER) on those channels which have CRC on Layer 2 Frames. 6.43.1.4. The SBS shall have capability to instruct the UT on network requirements for link monitoring of forward direction dedicated channels as required in the Air Interface Documents. 6.43.1.5. The accuracy of the SBS measurements of received dedicated channel signal strength and received dedicated channel signal quality shall be [TBD]. 6.43.2. BCCH 6.43.2.1. The SBS shall have capability to receive from UTs reports of the following about one or more BCCHs: 1. Received Signal Presence and Strength 2. Received Signal Quality: a) Carrier/Noise ratio b) Frame Error Rate (FER) 6.43.2.2. The SBS shall have capability to instruct UTs individually during calls on which BCCHs to monitor: 6.43.3. RACH 6.43.3.1. The IGF shall have capability to monitor the following for each RACH message received 1. Timing offset and frequency offset from reference time and frequency 2. Received Signal Strength 3. Received Signal Quality : Carrier/Noise ratio 6.43.3.2. The accuracy of the SBS measurements of RACH received signal strength and received signal quality shall be [TBD]. Page 69 of 192 ICO PROPRIETARY AND CONFIDENTIAL 304 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.44. SECTION NOT USED 6.45. SECTION NOT USED 6.46. SECTION NOT USED 6.47. POWER CONTROL 6.47.1. SAN AUTOMATIC POWER CONTROL 6.47.1.1. The RFT shall have an automatic power control subsystem to compensate for path loss changes, on the SAN to satellite link, satellite receive antenna gain changes with satellite motion, and propagation loss changes on the SAN to satellite link. The signal level at the satellite C-band receive antenna output shall be controlled with respect to the value corresponding to the reference SAN EIRP value input by the SBS. 6.47.2. SAN EIRP CONTROL FOR TCH AND DCCH 6.47.2.1. The SBS shall control the instantaneous (closed loop) value of SAN EIRP value provided to the RFT for each path of each individual TCH/DCCH channel as follows 1. At the start of each channel allocation and update once per minute, the SBS shall calculate a SAN EIRP correction from the spot beam reference value in accordance with satellite S-band antenna gain in the direction of the UT's position in the spot beam. The SBS shall utilise this correction factor to set and update corrected values of the Reference Maximum SAN EIRP limit and the Reference Initial SAN EIRP. 2. The SBS shall set the initial SAN EIRP provided to the RFT at the start of each path allocation according to the Corrected Reference Initial SAN EIRP. 6.47.2.2. The SBS shall use closed loop SAN EIRP control for the duration of each path allocation. 6.47.2.3. The SBS shall use the Corrected Reference Maximum SAN EIRP as an upper limit on the SAN EIRP value provided to the RFT. 6.47.2.4. The SBS shall be capable of determining from UT reports the actual channel quality value in comparison with the Target Channel Quality value. 6.47.2.5. The SBS shall be able to estimate expected forward link channel quality based on forward link channel quality measurements [alone or configurably as a combination of forward and return link channel quality measurements]. 6.47.2.6. The SBS shall continuously control SAN EIRP for each channel to the minimum value required to meet the Target Channel Quality value, subject to the time varying Corrected Reference Maximum SAN EIRP limits. 6.47.2.7. The SBS shall implement SAN EIRP control algorithms which take account of channel operational modes, number of paths (single or diversity), DTX or not, diversity modes, codec rate etc. 6.47.2.8. The SBS shall modify SAN EIRP at the transmit burst immediately following the receipt of measurement reports from the UT according to the appropriate algorithms. 6.47.2.9. The SBS shall modify SAN EIRP to the required value within a resolution of [0.5] dB. 6.47.2.10. Up to [10] previous measurement reports shall be used to determine the current SBS EIRP. 6.47.2.11. The SBS shall have the capability to increase SAN EIRP based on SBS link monitoring (i.e. in the event of a sudden reduction in return link quality). 6.47.2.12. The SBS shall implement capability to configure the parameters of the control algorithms to enable system capacity versus performance to be optimised based on operational experience. 6.47.2.13. The IGF shall implement the following configurable options: 1. to control the SAN EIRPs for each path in unison or separately 2. to estimate expected forward link channel quality based on forward link channel quality measurements alone or a combination of forward and return link channel quality measurements 3. to suspend transmissions on a path if it becomes blocked. Page 70 of 192 ICO PROPRIETARY AND CONFIDENTIAL 305 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.47.3. SAN EIRP CONTROL FOR FORWARD CONTROL CHANNELS 6.47.3.1. The SBS shall set and periodically adjust the SAN EIRP provided to the RFT for the following forward control channels: 1. BCCH, 2. PCH, 3. AGCH. 6.47.3.2. The HPN system shall set and periodically adjust the SAN EIRP provided to the RFT for the following forward control channels: 1. BCCH/HP, 2. SCH/HP, 3. NCH/HP according to the Reference Open Loop SAN EIRP values specified by the SRMC. 6.47.4. UT EIRP CONTROL FOR TCH AND DCCH 6.47.4.1. The SBS shall control the instantaneous value of UT EIRP for each path of each individual TCH/DCCH channel as follows: 1. The SBS shall set a planned initial UT EIRP value at the start of each path allocation. 2. The SBS shall use closed loop UT EIRP control for the duration of each path allocation. 3. The SBS shall use the Maximum UT EIRP as an upper limit on the closed loop UT EIRP control. 6.47.4.2. The SBS shall be capable of determining the actual channel quality value in comparison with the Target Channel Quality value. 6.47.4.3. The SBS shall be able to estimate expected return link channel quality based on return link channel quality measurements alone or configurably as a combination of return and forward link channel quality measurements. 6.47.4.4. The SBS shall continuously control UT EIRP for each satellite path of each TCH/DCCH channel to the minimum value required to meet the Target Channel Quality value, subject to the maximum UT EIRP limit. 6.47.4.5. The SBS shall implement UT EIRP control algorithms which take account of channel operational modes, number of paths (single or diversity), DTX or not, diversity modes, codec rate, etc. and adapt to ensure that the EIRP is the minimum appropriate to the channel operational mode. 6.47.4.6. The SBS shall instruct the UT to modify its EIRP whenever the actual channel quality, as measured in the SBS, differs from the Target Channel Quality value by an amount equivalent to 1dB or more in received SNR. These instructions shall be carried in the SACCH at a rate up to once per SACCH frame. 6.47.4.7. Channel quality estimates shall be made at the SACCH frame rate based on received TCH and SACCH bursts received in the previous SACCH frame. Adjustment instructions shall be made to the UT in the next forward link SACCH after the adjustment is determined. 6.47.4.8. A minimum of 1 and a maximum of [10] previous channel quality estimates shall be used to determine the current UT EIRP. 6.47.4.9. The NMS shall implement the capability to configure the parameters of the control algorithms of the SBS to enable system capacity versus performance to be optimised based on operational experience. 6.47.4.10. The IGF shall implement the following configurable options: 1. to control the UT EIRPs for each path in unison or separately 2. to estimate expected return link channel quality based on return link channel quality measurements alone or a combination of return and forward link channel quality measurements. 6.47.4.11. The SBS shall control the UT EIRP using air interface procedures. 6.47.5. RACH 6.47.5.1. The SBS shall transmit in the BCCH a parameter provided by the NMS as an operator configurable parameter to control the UT EIRP. Page 71 of 192 ICO PROPRIETARY AND CONFIDENTIAL 306 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.47.6. ACK/HP 6.47.6.1. The SBS shall transmit in the BCCH a parameter provided by the NMS as an operator configurable parameter for the control of the UT EIRP during acknowledgement to the HPN. 6.48. SAN COVERAGE AND MANAGEMENT 6.48.1. SAN COVERAGE ACCESS 6.48.1.1. GENERAL 6.48.1.1.1. The SBS shall be capable of sharing a satellite with other SANs. 6.48.1.1.2. The SBS shall not share spot beam control channels (SCH, BCCH, RACH, PCH, or AGCH) simultaneously with other SANs. 6.48.1.1.3. The SBS shall be capable of acquiring and relinquishing control of common channels, to sequentially share a spot beam with another SAN, following a plan provided by the SRMC. 6.48.1.1.4. The SBS shall be able to use different traffic channels including those using the same frequency simultaneously with other SBSs in the same spot beam as configured by the SRMC. 6.48.1.1.5. The SRMC shall supply the BCCH BSAN list that will indicate to the UTs which SANs have been allocated traffic channels in any beam. 6.48.1.1.6. The SAN, when allocated traffic channels on a spot beam whose control channels are provided by another SAN, need not use those channels for the initial assignment, but shall be able to use them for subsequent diversity or handover. 6.48.1.2. CALL SET-UP WHEN MULTIPLE SANS SHARE ACCESS TO A SPOT BEAM FOR TCH/DCCH 6.48.1.2.1. The SAN processing the control channels (CCCH control SAN) for the spot beam shall process the call setup as follows: 1. The CCCH control SAN shall assume that the UT will indicate the SAN required for the radio connection (the Radio Connection SAN) via the Initial Message. (Not covered in Air Interface Version 3.0). 2. The CCCH control SAN shall assume that the UT will indicate its currently registered SAN via the Initial Message. 6.48.1.2.2. Following receipt of the Initial Message, the CCCH control SAN shall 1. Set up a signalling connection to the MSSC of the registered SAN. 2. As soon as is practicable, perform a SAN-to-SAN handover to the Radio Connection SAN if this is not the same as the CCCH control SAN. 6.48.2. COVERAGE PLANNING 6.48.2.1. IGF ACCESS PLANNING 6.48.2.1.1. The SRMC shall provide a capability (algorithm) to generate plans specifying which SANs provide the following services in each spot beam of each satellite as a function of time: 1. TCH/DCCH 2. CCCH 3. HPN. 6.48.2.2. TCH/DCCH SERVICE 6.48.2.2.1. The SRMC shall provide an algorithm to determine the Nominal SAN for each point on the ground by dividing the earth's surface into ground cells. The SRMC shall for each ground cell identify a Nominal SAN based on best average radio connectivity via the constellation of satellites. 6.48.2.2.2. The SRMC shall also identify which SANs enable diversity connections to each ground cell via any pair of satellites mutually visible to the SAN and a UT at the ground cell. 6.48.2.2.3. The SRMC shall implement an algorithm which supports a configurable combination of the following: 1. One or more SANs shall always be able to provide TCH/DCCH service in every spot beam of every satellite. Page 72 of 192 ICO PROPRIETARY AND CONFIDENTIAL 307 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 2. The Nominal SAN for each ground cell shall be able to provide TCH/DCCH service in each spot beam of each satellite which provides coverage of the ground cell, wherever there exist any satellites which have mutual visibility of the SAN and the UT. 3. Each SAN able to provide diversity connection to a ground cell shall be able to provide TCH/DCCH service in each spot beam of each satellite covering the ground cell. 4. Before TCH/DCCH service is transferred from one SAN to another, there shall be a transitional period during which both SANs are capable of simultaneously providing TCH/DCCH service. The transitional periods shall be of the order of the time taken for the coverage to change by the width of a beam. 5. TCH/DCCH service shall be provided through any SAN with which any UT may be registered, wherever there exist any satellites which have mutual visibility of the SAN and the UT. 6. The operator shall be able to specify points on the ground for which TCH/DCCH service is to be provided by one or more SANs. 7. In the event of a sun outage, service shall be provided by alternative satellites and SANs, wherever possible, subject to the potential performance of the satellite constellation and the SANs. 6.48.2.3. CCCH SERVICE 6.48.2.3.1. The SRMC shall implement an algorithm which supports a configurable combination of the following: 1. Each spot beam of each satellite shall consist of one or more radio cells. For each radio cell one SAN shall transmit the BCCH, PCH and AGCH and receive one or two RACH. 2. Selection of the SAN to provide CCCH service in each radio cell shall take account of the need for all SANs providing TCH/DCCH service to share those control channels. 6.48.2.4. HPN SERVICE 6.48.2.4.1. Coverage functions for HPN are covered in Sections 6.52.5, 6.52.8, and 6.52.9. 6.49. SATELLITE EIRP MANAGEMENT 6.49.1. SATELLITE RF POWER MANAGEMENT PARAMETERS 6.49.1.1. GENERAL 6.49.1.1.1. The SRMC shall determine the following time varying Forward Direction Satellite RF Power Management Parameters according to operator configurable rules as defined below. 6.49.1.2. FORWARD DIRECTION TCH/DCCH CHANNELS 1. Maximum User Link Margin versus Elevation profile 2. Initial User Link Margin versus elevation profile 3. Satellite Load Management Criteria (TBD for planned load shedding on highly loaded satellites) independently for each combination of: 1. Service Type including all combinations of a) radio bearer capability (including channel mode) and b) UT type 1. satellite and 2. SAN 6.49.1.3. BCCH/SCH/PCH/AGCH CHANNELS 6.49.1.3.1. Nominal User Link Margin versus Elevation profiles independently for each: 1. channel type (BCCH/SCH/PCH/AGCH) 2. satellite and 3. SAN Page 73 of 192 ICO PROPRIETARY AND CONFIDENTIAL 308 - -------------------------------------------------------------------------------- EN-IG-ICO-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 6.49.1.4. BCCH/HP, SCH/HP, NCH/HP 6.49.1.4.1. Nominal User Link Margin versus Elevation profiles independently for each: 1. channel type (BCCH/HP, SCH/HP, NCH/HP) 2. satellite and 3. SAN 6.49-1.5. SBS AND HPN CONTROL PARAMETERS AND NMS/SAN-OSS MONITORING PARAMETERS 6.49.1.5.1. GENERAL 6.49.1.5.1.1. The SRMC shall utilise the Satellite Power Management Parameters to determine the following time varying SBS and HPN Control Parameters in Sections 6.49.1.5.2, 6.49.1.5.3, 6.49.1.5.4, and 6.49.1.5.5. 6.49.1.5.2. FORWARD DIRECTION TCH AND DCCH CHANNELS (SBS) 1. Reference Maximum SAN EIRP limit (per carder) by spot beam by service type. 2. Reference Initial SAN EIRP limit (per carder) by spot beam by service type 3. Satellite Load Management Criteria 4. Target signal quality value for forward path power control. 6.49.1.5.3. FORWARD DIRECTION CCCH CHANNELS (SBS) 1. Reference Open Loop SAN EIRP (per carrier) by spot beam 6.49.1.5.4. FORWARD DIRECTION HPN CHANNELS (HPN) 1. Reference Open Loop SAN EIRP (per carrier) by spot beam 6.49.1.5.5. SATELLITE EIRP MONITORING PARAMETERS 1. Maximum weighted aggregate forward direction SAN EIRP by satellite corresponding to the planned satellite EIRP (for the NMS), 2. SAN EIRP weighting factors by spot beam for calculation of weighted aggregate SAN EIRP according to differences in the satellite transponder gain in each beam (for the SAN-OSS). 6.49.1.5.6. NMC CONFIGURED PARAMETERS 6.49.1.5.6.1. The NMC shall provide for operational configuration of 1. Maximum UT transmit power level by service type (SBS) 2. Target signal quality value for return path power control (SBS) 3. Satellite beam gain profile characteristics (SBS) 4. Beam transponder gain values (SRMC) 6.49.1.6. SATELLITE RF POWER PLANNING 6.49.1.6. 1. Based on satellite position, SAN location, predicted traffic loading characteristics, and individual satellite characteristics, the SRMC shall allocate satellite forward RF power to the SANs for use in a specific satellite by the SBS and HPN. 6.49.1.6.2. The SRMC shall apportion the total available satellite forward RIF power between each type of forward direction CCCH/HPN and TCH/DCCH channels. 6.49.1.6.3. The SRMC shall apportion the satellite forward RF power for TCH/DCCH amongst the different service types. 6.49.1.6.4. The SRMC shall provide capabilities to plan the use of satellite RF power between BCCH/SCH and HPN to provide a constant satellite load for each satellite (nominally 20% of the power of each satellite but adjustable around this figure) with multiple simultaneous bursts of BCCH interleaved with one or more bursts of HPN. 6.49.2. SATELLITE TRANSPONDER GAIN VALUE ENTRY AND USAGE 6.49.2-1. The NMC shall provide capability for an operator to enter values of forward and return direction transponder gain for each spot beam of each satellite. 6.49.2.2. The SRMC shall use the forward transponder gain parameters in the calculation of Reference SAN EIRP values. Page 74 of 192 ICO PROPRIETARY AND CONFIDENTIAL 309 - -------------------------------------------------------------------------------- EN-IG-ICQ-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 6.49.3. RULES FOR GENERATION OF SATELLITE POWER MANAGEMENT PARAMETERS 6.49.3.1. Nominal Capacity is the number of user channels which can be supported by the available satellite RF power with nominal link margin and without use of Satellite Load Management Criteria. 6.49.3.2. Predicted Load is the number of user channels expected to be needed based on traffic predictions. 6.49.3.3. The SRMC shall generate the Satellite RF Power Management parameters as a function of time according to available RF satellite power and Predicted Load requirements according to the following rules: 6.49.3.4. The link margin values shall be increased or decreased according to one of three link margin versus elevation profile tables. (F/R) 6.49.3.5. Predicted Load equal to Nominal Capacity 1. The Link Margin values shall be set at nominal values. 2. The Satellite Load Management Criteria are nominal i.e. no satellite preference constraints. 6.49.3.6. Predicted Load less than Nominal Capacity 1. The Link Margin values shall be increased above nominal. 2. The Satellite Load Management Criteria are nominal i.e. no satellite preference constraints. 6.49.3.7. Predicted Load greater than Nominal Capacity 1. The Link Margin values shall be set at nominal values. 2. The Satellite Load Management Criteria are set to save EIRP on the most highly loaded satellites. 6.49.3.8. Predicted Load much greater than Nominal Capacity 1. The Link Margin values shall be reduced below nominal values. 2. The Satellite Load Management Criteria are set to save EIRP on the most highly loaded satellites. 6.49.3.9. The SRMC shall generate the Power Management parameters up to 24 hour in advance of when they are to be used. 6.49.3.10. Satellite Load Management Criteria shall include: 1. off loading of traffic at low elevations to adjacent less highly loaded satellites 2. implementation of diversity power saving mode 3. reduction in use of diversity. 6.49.4. DETERMINATION OF SBS AND HPN AND SAN-OSS CONTROL PARAMETERS 6.49.4.1. REFERENCE SAN EIRP (PER CARRIER) VALUES 6.49.4.1.1. FORWARD DIRECTION TCH AND DCCH (SIBS) 6.49.4.1.1.1. The SRMC shall calculate the: 1. Reference Maximum SAN EIRP (per channel) limit by spot beam by service type 2. Reference Initial SAN EIRP (per channel) limit by spot beam by service type corresponding to the: a) Maximum User Link Margin vs. Elevation profile by service type b) Initial User Link Margin vs. Elevation profile by service type using the parameters and to the accuracy defined in Section 6.49.4.3, Accuracy of Reference SAN EIRP Calculation. 6.49.4.1.2. BCCH/SCH/PCH/AGCH (SBS) 6.49.4.1.2.1. The SRMC shall calculate the 1. Reference Open loop SAN EIRP by spot beam by channel type corresponding to the: a) Nominal User Link margin vs. Elevation profile by channel type using the parameters defined in Section 6.49.4.3, Accuracy of Reference SAN EIRP Calculation. 6.49.4.1.3. BCCH/HP, SCH/HP, NCH/HP (HPN) 6.49.4.1.3.1. The SRMC shall calculate the Page 75 of 192 ICO PROPRIETARY AND CONFIDENTIAL 310 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 1. Reference Open Loop SAN EIRP by spot beam by channel type corresponding to the: a) Nominal User Link margin vs. Elevation profile by channel type using the parameters defined in Section 6.49.4.3, Accuracy of Reference SAN EIRP Calculation. 6.49.4.2. PARAMETERS FOR REFERENCE MAXIMUM AND INITIAL SAN EIRP CALCULATION 6.49.4.2.1. The following parameters shall be used: 1 Mobile-link space spreading (1/R(2)) loss, satellite to LIT, by spot beam 2 Mobile-link spot-beam transmit gain: a) at the centre of the spot beam coverage (TCH/DCCH) b) at the edge of coverage of the spot beam (BCCH/SCH/PCH/AGCH and BCCH/HP SCH/HP and NCH/HP) 3 satellite forward-link (C to S band) transponder gain in each transponder channel 4 Nominal value of User Terminal G/T 5 Planned Maximum Link Margin and Planned Initial Link Margin corresponding to the elevation at the centre of the spot beam 6 Nominal feeder-link spreading (1/R(2)) loss, assuming that the SAN is at the subsatellite point of the satellite. 6.49.4.3. ACCURACY OF REFERENCE SAN EIRP CALCULATION 6.49.4.3.1. The SRMC shall determine the reference SAN EIRP values with a maximum calculation error of [+/- 0.1] dB from the value needed for the planned link margin excluding the errors due to source data accuracy. 6.49.5. SATELLITE EIRP MONITORING 6.49.5.1. SAN/SATELLITE EIRP CALCULATIONS 6.49.5.1.1. The SBS shall calculate the actual aggregate SBS transmit EIRP relative to the reference SAN EIRP by satellite spot beam (including allowance for voice activity factor) and shall transfer the data to the SAN-OSS. 6.49.5.1.2. The SAN-OSS shall calculate the actual weighted aggregate SAN transmit EIRP in total by satellite corresponding to the actual traffic from the data for each spot beam provided by the SBS, as a performance data for long term planning purposes. 6.49.5.1.3. The NMS shall provide calculation of the actual total satellite S-band RF power of each satellite. 6.49.6. SATELLITE RF POWER OVERLOAD MANAGEMENT 6.49.6.1. The NMS shall implement capabilities for RF power monitoring in the event that satellite RF power demand exceeds predicted requirements. 6.49.6.2. The NMS shall have the capability to determine from PCS telemetry data, whenever applicable: 1. estimates of the total satellite S-band RF power consumption for each satellite. 2. whether the satellite is being driven into overload. 6.49.6.3. The NMS shall collect the monitored data from the SAN, and shall generate an alarm that signifies when an overload condition starts and ends for each satellite in total and by SAN. 6.49.6.4. In the event of detection of overload of any satellite, the SRMC shall take it into consideration for the next operational plan. 6.49.6.5. In the event of detection of overload of any satellite, the NMS shall have the capability [for the operator] to reconfigure the SBS to perform one or more of the following: 1. Implement the diversity power saving mode, 2. Decrease the diversity ratio in steps until no diversity occurs, 3. Stop the establishment of new calls. 6.50. SPECTRUM MANAGEMENT 6.50.1. FUNCTIONAL REQUIREMENTS FOR THE GENERATION AND DISTRIBUTION OF SRMC DATA 6.50.1.1. The functional requirements for the SRMC shall be: Page 76 of 192 ICO PROPRIETARY AND CONFIDENTIAL 311 - -------------------------------------------------------------------------------- EN-IG-ICO-RO/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 1. Generation of BTFPs and assignment of them to SANs. 2. Generation of Satellite channelisation plans (i.e., Transponder plans) and assignment of them to SANs. 3. Generation of frequency related parameter contents for system information broadcasting. 6.50.1.2. The NMS shall: 1. Establish and maintain a database of BTFPs and Satellite Channelisation Plans in advance of the time they are needed and a log of which data has been sent and acknowledged. 2. Communicate the data to the SANs and PCSs. 3. Manage the data flows to ensure that the data is synchronised between NMS, SANs and PCSs. 4. Generate alarms and provide facilities for recovery in the event that the data is not sent and acknowledged successfully. 6.50.2. PERFORMANCE REQUIREMENTS 6.50.2.1. GENERAL 6.50.2.1.1. The capabilities of the SRMC shall be demonstrated by a combination of means of design analysis, simulation and test as defined in the following sections. 6.50.2.1.2. The requirements shall be met for test purposes. 6.50.2.2. TRAFFIC LEVELS VERSUS SPECTRUM USAGE 6.50.2.2.1. The SRMC shall be capable of generating plans for carrying the traffic levels within the aggregate amounts of spectrum, available in the different co-ordination regions, as listed in Table 6-6. 6.50.2.2.2. TABLE 6-6 TRAFFIC LEVEL VERSUS SPECTRUM
TRAFFIC LEVEL AGGREGATE MOBILE LINK SPECTRUM AGGREGATE FEEDER LINK AGGREGATE BUSY HOUR ERLANGS OF PER DIRECTION OF TRANSMISSION SPECTRUM HANDHELD VOICE OR EQUIVALENT TRAFFIC (MHz) PER DIRECTION OF TRANSMISSION (PERCENT OF TOTAL) (MHz) IN EACH POLARISATION - --------------------------------------------------------------------------------------------------------------- 100 [10] [50] 75 [8] [42] 50 [6] [34] 25 [4] [26] Aggregate Busy Hour Aggregate Mobile Link Spectrum Erlangs is as defined in Annex 1 is defined as sum of the spectrum in each usable sub band in a co-ordination region
Notes on Table 6-6: 6.50.2.2.3. Note 1 Traffic level is defined in terms of requirements for supporting communications to handheld voice terminals carrying voice or other services utilising one TDMA slot and including all requirements for signalling and HPN. The impact of multiple services is defined elsewhere. 6.50.2.2.4. Note 2 The specified Traffic levels are to be carried subject to simultaneous availability of the Aggregate Mobile Link Spectrum and Aggregate Feeder Link Spectrum. 6.50.2.2.5. The plans generated by the SRMC shall be capable of simultaneously providing grade of service better than 10% worst case, in the sub cell (delay class of a spot beam) at 100% loading (4500 channels + 40% diversity) 6.50.2.2.6. The SRMC-generated plans shall be capable of carrying the specified traffic levels: 1. with traffic distributions around the globe as defined in 6.50.3.1 2. with diurnal traffic variations as defined in 6.50.3.2 3. where the mobile link spectrum used may be a) different in different co-ordination regions as indicated in Figure 6-2 and Table 6-7 b) different in any co-ordination regions of similar area 1 where the mobile link spectrum in each co-ordination region Page 77 of 192 ICO PROPRIETARY AND CONFIDENTIAL 312 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- d) is in sub-bands as specified in Figure 6-2 and Table 6-7 e) is in any number of sub-bands up to 5, the smallest being 1 MHz, or f) is in a contiguous block 6.50.2.2.7. These requirements shall be met for test purposes: 1 for all possible combination of satellite positions in the baseline satellite constellation 2. while providing diversity path allocations for at least 80% of calls for UTs which are in coverage of more than one satellite. Page 78 of 192 ICO PROPRIETARY AND CONFIDENTIAL 313 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- [CO-ORDINATION REGIONS GRAPH] 6.50.2.2.8. FIGURE 6-2 CO-ORDINATION REGIONS Page 79 of 192 ICO PROPRIETARY AND CONFIDENTIAL 314 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.50.2.2.9. TABLE 6-7 FREQUENCY SUB-BANDS IN CO-ORDINATION REGIONS
Return S-band FCR FCR FCR FCR MHz 1 2 3 4 ------------------------------------------------- 1985 X X 1986 X X X 1987 X X X 1988 1989 X X 1990 X 1991 X X 1992 X X 1993 X X 1994 X 1995 X 1996 X X 1997 1998 X X 1999 2000 X 2001 X 2002 X 2003 X 2004 2005 2006 2007 X X 2008 2009 X X 2010 X 2011 X X 2012 X X 2013 X X 2014 X 2015 X
Forward S-band FCR FCR FCR FCR MHz 1 2 3 4 - ---------------------------------------------------------------- 2170 X X 2171 X X X 2172 X X X 2173 2174 X X 2175 X 2176 X X 2177 X X 2178 X X 2179 X 2180 X 2181 X X 2182 2183 X X 2184 2185 X 2186 X 2187 X 2188 X 2189 2190 2191 2192 X X 2193 2194 X X 2195 X 2196 X X 2197 X X 2198 X X 2199 X 2200 X
Note: In this example the forward and return allocation patterns are shown to be the same - this will not be the case in reality. Table 6-7 is provided just as an example/test case. The frequency planning algorithm must treat the forward and return directions separately and independently. 6.50.2.3. IMPACT OF MULTIPLE SERVICES 6.50.2.3.1. Separate pools of timeslots and frequencies shall be provided for 1. HPN 2. MP signalling channels 3. MP dedicated channels 4. NP dedicated channels Page 80 of 192 ICO PROPRIETARY AND CONFIDENTIAL 315 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.50.2.4. SPECTRUM RESOURCES TO BE MANAGED 6.50.2.4.1. The SRMC shall generate plans to manage the following satellite spectrum resources on a per channel basis, for mobile and feeder links, in both the forward and return directions. 6.50.2.4.2. The SRMC shall generate plans for frequency and TDMA timeslot resources for the following carrier types: 1. TCH/SDCCH 2. BCCH/SCH 3. PCH/AGCH 4. RACH 5. BCCH/HP 6. SCH/HP 7. ACK/HP 8. NCH/HP 6.50.2.4.3. The SBS and HPNS shall implement these plans according to their equipment resources. 6.50.2.5. GENERATION OF TIME VARYING FREQUENCY PLANS FOR ICO SATELLITES. 6.50.2.5.1. The SRMC shall generate time varying frequency plans: 1. for all satellites in the ICO satellite constellation; 2. which provide access via SANs to all spot beams of all satellites; 3. compatible with the satellite channelisation; 4. providing resources to support all types of traffic, DCCH, common signalling and HPN; 5. separately for each type of traffic. DCCH, common channel signalling and HPN; 6. providing capacity according to traffic predictions by traffic type by SAN for each spot beam of each satellite; 7. which are co-ordinated between satellites to allow the near instantaneous reuse of frequencies to be minimised both intra and inter-satellite; 8. which allow the grade-of-service in each spot beam to be maximised whenever spare spectrum is available; 9. which utilise all transponder filters available to provide the maximum grade-of service in each spot beam of each satellite; 10. in advance of the time that they are required; 11. subject to the spectrum allocation constraints; 12. subject to the interference management requirements; 13. which change slowly to minimise the impact on handovers; 14. which change slowly and incrementally without interruption; 15. which have a granularity of one TDMA carrier. 6.50.2.6. GENERATION OF TIME VARYING TRANSPONDER PLANS FOR EACH ICO SATELLITE 6.50.2.6.1. The SRMC shall generate time varying satellite transponder plans: 1. for all satellites in the ICO satellite constellation; 2. which encompass the carrier frequencies used in the frequency plans; 3. in advance of the time that they are required; 4. which have a granularity of one channelisation filter. 6.50.2.7. DISTRIBUTION OF TIME VARYING TRANSPONDER PLANS TO ICO SATELLITES 6.50.2.7.1. The NMS via the DCN and PCS shall distribute transponder plans: 1. to all satellites in the ICO constellation; 2. in advance of the time required; 3. such that the satellite transponder allocations on the satellites are synchronised to the planned allocations. 6.50.2.8. ASSIGNMENT OF TIME VARYING POOLS OF FREQUENCIES AND TIMESLOTS TO SANs 6.50.2.8.1. The SRMC plans shall assign time varying pools of frequencies and timeslots: 1. to all SANs; 2. for all spot beams and all satellites, planned to be accessed by each SAN; 3. according to the planned traffic requirements of each SAN for each spot beam of each satellite. Page 81 of 192 ICO PROPRIETARY AND CONFIDENTIAL 316 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 6.50.2.9. DISTRIBUTION OF TIME VARYING POOLS OF FREQUENCIES AND TIMESLOTS TO SANs 6.50.2.9.1. The NMS via the DCN and SAN-OSS shall distribute pools of frequencies and timeslots to each SAN: 1. in advance of the time required; 2. such that the pools of frequencies known to each SAN are synchronised to the plans. 6.50.2.10. ON DEMAND ALLOCATION BY SBSs OF TIMESLOTS FROM TIME VARYING POOLS 6.50.2.10.1. SBS DEDICATED CHANNEL ALLOCATIONS 6.50.2.10.1.1. The SBS shall allocate resources from pools of frequencies and timeslots at each SAN on demand according to requirements for use in communications sessions for the signalling phase and traffic phase. 6.50.2.10.1.2. The SBS shall return resources to the pools when they are no longer in use so that they are available for further use. 6.50.2.10.1.3. Call setup allocations shall be processed with high priority relative to handovers and diversity changes. 6.50.2.10.1.4. The SBS shall change, in real-time, the resources allocated to each UT for call maintenance. 6.50.2.10.1.5. The SBS shall, subject to the resources allocated to it, maintain an acceptable grade-of-service and continue existing calls with an acceptable success probability. 6.50.2.10.1.6. The SBS shall prioritise use of resources in the following order: 1. to maintain existing calls through provision of handovers; 2. to start new calls; 3. to provide diversity allocations. 6.50.2.10.1.7. Subject to the above priorities, the SBS shall provide diversity path allocations to all UTs in sight of two or more satellite when there are a sufficient number of resources available. 6.50.2.10.1.8. The SBS shall rotate resources to minimise near instantaneous frequency reuse amongst the resources available to each SAN. 6.50.2.10.1.9. The SBS shall have capability to change resource allocation for each communications session to take account of: 1. handover within a delay class from one frequency to a different frequency; 2. handover from delay class to delay class within a spot beam; 3. handover from spot beam to spot beam on the same satellite; 4. handover from a spot beam on one satellite to a spot beam on different, diversity, satellite; 5. handover from SAN to SAN; 6. diversity addition; 7. diversity removal. 6.50.2.10.1.10. The SBS shall allocate resources for handover so that they are used for the minimum practicable overlap time and are released as soon as communication is successfully established on the new channel. 6.50.2.10.1.11. The SBS shall assess the resources available for each handover and shall give priority for handovers to be make before break allowing a reasonable time for such resources to become available for such purpose before implementing the handover using break before make. 6.50.2.10.1.12. The SBS shall perform a frequency handover when a frequency resource is planned to become unavailable. 6.50.2.10.1.13. The SBS shall perform handovers when propagation delays reach specific time delay arc thresholds. 6.50.2.10.1.14. The SBS shall perform intra-satellite spot-beam handovers based on a the following information where individual parameters have configurable thresholds: 1. UT predicted to move to a new spot-beam coverage; 2. current spot-beam load factor at or above threshold; 3. signal quality measurements in old and new spot beams. 6.50.2.10.1.15. The SBS shall perform inter-satellite handovers based on of the following information where individual parameters have configurable thresholds: 1. signal quality measurements of channels on both satellites; 2. satellite(s) elevation angle(s); Page 82 of 192 ICO PROPRIETARY AND CONFIDENTIAL 317 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 3. satellite(s) load factor(s). 6.50.2.10.1.16. The SBS shall perform SAN to SAN handovers based on of the following information where individual parameters have configurable thresholds: 1. insufficient resources available at current SAN to maintain call; 2. signal quality measurements of satellites visible to the UT. 6.50.2.10.1.17. The SBS shall perform diversity addition based on the following information where individual parameters have configurable thresholds: 1. signal quality measurement reports of satellites visible to the UT; 2. elevation and azimuth of satellites visible to the UT. 6.50.2.10.1.18. The SBS shall perform diversity removal based on the following information where individual parameters have configurable thresholds: 1. signal quality measurement reports of satellites visible to the UT; 2. elevation and azimuth of satellites visible to the UT. 6.50.2.10.1.19. The SBS shall have the capability to, whenever possible, assign the same TDMA timeslots post-handover as were used pre-handover for each call. 6.50.2.10.1.20. The SBS shall have the capability to allocate frequencies dependent upon the service area of the UT. (OPTION) 6.50.2.10.2. COMMON SIGNALLING CHANNELS 6.50.2.10.2.1. The SRMC shall generate frequency and timeslot plans for common signalling channels i.e. for BCCH, RACH PCH and AGCH. 6.50.2.10.2.2. The SBS shall operate according to the plan provided by the SRMC. 6.50.2.11. QUANTITATIVE CONSTRAINTS ON FREQUENCY PLANS 6.50.2.11.1. The plans generated by the SRMC shall achieve the following: 6.50.2.11.2. Frequency reuse beams shall be separated by a spacing greater than or equal to the spacing required for a 4 cell reuse pattern. 6.50.2.11.3. The IGF shall implement a frequency planning algorithm which minimises the maximum number of reuses of any one frequency: 1. within the satellite field of view to 0(degree) elevation in the return direction, and 2. for all beams of every satellite covering each UT's position for the forward direction. 6.50.2.11.4. The number of satellite filters to be used shall be 490 when 50 MHz of feeder link is available and pro rata for smaller amounts of feeder link. 6.50.2.12. SPECTRUM ALLOCATION CONSTRAINTS 6.50.2.12.1. The SRMC shall implement, in the frequency planning algorithms, capability to take account of the following constraints on the use of the mobile link and feeder link bands: 1. band sharing with other satellites; 2. band sharing with terrestrial systems; 3. non-contiguous allocations to ICO; 4. allocations which are exclusive to ICO or shared and can produce potential interference to or from ICO [in certain azimuth/elevation ranges]; 5. different allocations between different regions; 6. allocation constraints evolving over the lifetime of the system; 7. Tx/Rx frequencies need not have a fixed offset from one to another; 8. maintain continuity of spectrum allocation whenever possible. 6.50.2.13. SPECTRUM MANAGEMENT ALGORITHM FLEXIBILITY 6.50.2.13.1. The SRMC shall be capable of implementing any possible realistically implementable methods for planning the use of frequencies and allocating radio paths for calls which enable the spectrum efficiency to be maximised subject only to fundamental limitations of satellite antenna performance/isolation, satellite channelisation, and acceptable levels of interference. For example, when spectrum efficiency is at a premium due to traffic pressure, each SAN shall be allocated the minimum spectrum resource required to provide each service at the required quality, with any unused resources available for use by other SANs. 6.50.2.13.2. Within limits imposed by the non-linear nature of the RF channel, the SRMC planning algorithms shall provide capability to trade-off spectrum efficiency vs. link quality i.e. 1. to enable excess spectrum to be used to give improved channel performance through reducing intra-system interference; Page 83 of 192 ICO PROPRIETARY AND CONFIDENTIAL 318 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 2. to accommodate extra traffic in limited spectrum by accepting reductions in channel performance below nominal due to additional intra-system interference. 6.50.3. SPECTRUM MANAGEMENT REFERENCE TRAFFIC DISTRIBUTION 6.50.3.1. TABLE 6-8 REFERENCE TRAFFIC DISTRIBUTION (NUMERICAL)
0 0 0 0 0 0 0 0 0 0 0 0 0 0.05 0.13 0.13 0.14 0.14 0.14 0.14 0 0 0 0 0 0.03 0.01 0.03 0.07 0.07 0.18 0 0 0.09 0.15 0.4 0 0.02 0.03 0.79 2.93 2.3 0.54 0.12 0.05 0.06 0.14 1.19 0.03 0.03 0.03 0.1 0.61 2.13 0.62 0.62 0.06 0.06 0.1 0.92 0.09 0.06 0.03 0.12 0.08 0.37 1.87 1.88 0.04 0.03 0.17 0.53 0.03 0.03 0.03 0 0.09 0.09 0.87 0.54 1.22 0.84 0.03 0 0 0 0 0 0 0.03 0.06 0.29 3.56 0.06 0.03 0.03 0 0 0 0 0 0 0.03 0.76 0.59 0.06 0.03 0.03 0.06 0 0 0 0 0 0.03 0.06 0.06 0.03 0 0 0.06 0 0 0 0 0 0.03 0.03 0.03 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.63 0.67 1.28 0.85 0 0.09 0.09 0.09 0.09 0.09 0.09 0.09 1.05 1.65 1.72 1.99 2.16 1.21 0.51 1.84 0.86 0 0 0 2.06 3.54 2.94 2.1 3.12 0.08 0.53 2.27 2.52 0.12 0 0 3.38 1.69 1 1.05 4.87 1.71 1.45 2.33 0.91 0.18 0.09 0.06 0.51 0.11 0.69 0.06 0.42 0.59 1.35 1.06 0.86 0.12 0.03 0.03 0.28 0.23 0.66 0.09 0.06 0.09 0.07 0.86 0.33 0.08 0.06 0 0.25 1.09 1.2 0.15 0.03 0.03 0.07 0.1 0.25 0.24 0.1 0.09 0.03 1.4 0.03 0.03 0 0 0 0.07 0.04 0.05 0.1 0.12 0.03 0.03 0.03 0 0 0 0 0.03 0.05 0.07 0.09 0.09 0 0 0 0 0 0 0 0 0 0 0.06 0.06 0 0 0 0 0 0 0 0 0 0 0 0
[LINE GRAPH] 6.50.3.2. FIGURE 6-3 REFERENCE DIURNAL TRAFFIC VARIATION 6.51. INTERFERENCE MANAGEMENT 6.51.1. The SBS shall detect the failure of demodulation, log these events, and report these events to the SAN-OSS. 6.51.2. The SRMC shall have the capability to use frequencies that minimise the effects of external radio interference in to the ICO system. 6.51.3. The SRMC shall have the capability to use frequencies that minimise the radio interference caused by ICO in to other systems and geographical regions. 6.51.4. The interference avoidance planning shall take account of: Page 84 of 192 ICO PROPRIETARY AND CONFIDENTIAL 319 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 1. regulatory constraints on a regional/national basis 2. external interference becoming (or predicted to become) excessive. 6.51.5. The SRMC planning capability for predictable interference events shall include: 1. switching off SAN transmissions at certain azimuth/elevations 2. adjustment of the satellite filter configuration (spot-beam, frequency) to avoid predictable interference subject to spectrum resource availability. 6.51.6. The SBS response to failed allocation events shall include, where practicable according to Air Interface structured procedures: 1. changing the allocated channel to a different one on the same satellite 2. changing the allocated channel to a different one on a different diversity satellite. 6.51.7. The SRMC shall contain a database of regulatory constraints. The database shall contain for all geographical regions what mobile and feeder link frequencies can and cannot be used. 6.51.8. The SRMC shall contain a database of predictable interference sources in the mobile and feeder link frequencies. The database shall contain at least the following information: 1. For each interference source in to ICO: a. location/orientation information b. operating frequencies, time of operation c. antenna parameters. 2. For ICO interference into other systems a. location/orientation information b. operating frequencies, time of operation. 6.51.9. The SRMC shall have the capability to update the data stored for the regulatory constraints to reflect changes in frequency allocations and co-ordinations. 6.51.10. The SRMC shall have the capability to update the data stored for the external interference sources to reflect: 1. the results of interference statistics analysis 2. new interference sources being found 3. existing interference source becoming obsolete. 6.51.11. The SRMC shall be able to use the above capabilities to plan to avoid mobile link interference from the following sources: 1. Terrestrial Fixed Services 2. Radar 3. Aggregate background interference level. 6.51.12. The SRMC shall be able to use the above capabilities to plan to avoid to feeder link interference from the following sources: 1. other MSS systems 2. predictable MS systems. 6.51.13. The SRMC shall be able to use the above capabilities to plan to avoid causing excessive levels of interference to the following systems in the mobile link: 1. FS systems 2. Radar 3. MS systems. 6.51.14. The SRMC shall be able to use the above capabilities to plan to avoid causing excessive levels of interference to the following systems in the feeder link: 1. other MSS systems 2. Radio Astronomy sites 3. Aircraft MLS systems. 6.52. HPN REQUIREMENTS 6.52.1. HPN GENERAL REQUIREMENTS 6.52.1.1. The IGF shall support the applications defined in the appendices of ICO 103.40. 6.52.1.2. The IGF shall support TS ICO 05.xx, TS ICO 04.xx, TS ICO 103.40 and TS ICO 104.08. 6.52.2. BASIC CAPABILITIES FOR HPN 6.52.2.1. The IGF shall: 1. be capable of transmitting HP messages on NCH/HP channels Page 85 of 192 ICO PROPRIETARY AND CONFIDENTIAL 320 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 2. be capable of providing regular synchronisation bursts for all UTs 3. provide the NCH/HP configurations as given in ICO 05.xx series 4. be capable of supporting the NCH/HP configurations on any and all spot beams of any and all satellites 5. support capability to transmit NCH/HP to a UT a. in any one beam b. on any or all satellites c. in serial, or, for high priority messages in parallel up to a maximum of 2 satellites 6. support operational control of NCH/HP based on load related message repeat strategy. 6.52.3. HPN MESSAGE TRANSMISSION AND RECEPTION 6.52.3.1. The IGF shall support the transmission of HPN signal types to the UT specified in the AI. 6.52.3.2. The HPN subsystem shall format and transmit the appropriate notification message to the subscriber. 6.52.3.3. When required to send a NCH/HP message, the HPN subsystem shall, according to NMS operator configurable and settable priorities: 1. send the NCH/HP on any or all satellites covering the UT's stored last registered position 2. send the NCH/HP in the spot beam of each satellite covering the UT's stored last registered position 3. if no response is received, repeat the NCH/HP an NMS configurable number of times. 6.52.3.4. The HPN subsystem shall support the reception of acknowledgement signals from the UT at the frequency and time indicated on the successful forward message transmission. 6.52.3.5. The IGF shall support the HPN channels by broadcasting appropriate information on the MP and HP BCCH channels. 6.52.4. SECTION NOT USED 6.52.5. HPN FREQUENCY PLANNING 6.52.5.1. The SRMC shall support the use of HPN frequencies at defined flux density levels conforming to agreed regulatory constraints. 6.52.5.2. The SRMC shall ensure that HPN frequencies are selected to minimise interference to ICO from other sources. 6.52.5.3. The SRMC shall prevent interference on the Feederlink to other systems. 6.52.5.4. The SRMC shall minimise service degradation whilst avoiding interference to other systems by preventing HPN subsystems which will cause interference from transmitting. 6.52.5.5. In the forward direction, 1. The SRMC shall provide up to 4 mobile link frequencies in every satellite beam for use in the NCH/HP channels. 2. The SRMC shall also provide up to 4 mobile link frequencies in every satellite beam for use in BCCH/HP channels. 3. The SRMC shall ensure that the HPN transponder is not used to transmit into known regions in particular azimuth and elevation ranges where this would cause interference to other systems. 4. The SRMC and NMS subsystems shall support the transfer of information to the UT to ensure that the UT and the network have a co-ordinated time and frequency rotation sequence in the forward channels. 6.52.5.6. In the return direction, 1. The SRMC shall support one acknowledgement channel in every beam considering inter system interference. 2. The SRMC shall plan the HPN return link frequencies considering the limited antenna isolation and interference into the satellite from other users (intra system interference). 3. The IGF shall broadcast using BCCH/MP the information on the frequencies to be used in the ACK/HP channel. Page 86 of 192 ICO PROPRIETARY AND CONFIDENTIAL 321 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 4. History of frequencies used in previous message transmission attempts. 6.52.9.7. The HPN subsystem shall take into account the acknowledgement channel receiver availability when transmitting HPN messages to ensure that scheduled acknowledgements can be processed. 6.52.9.8. The HPN subsystem shall be capable of transmitting messages via remote SAN sites if this can increase the satellite coverage of the destined UT. 6.52.9.9. Key parameters of the HPN subsystem shall be configurable by the NMC. The NMS and HPN subsystems shall provide: 1. Mechanisms to modify distributed algorithms (e.g. scheduling algorithms), to provide an upgrade path, ensuring that a consistent version is used at all points requiring coordination. 2. Mechanisms to modify the satellite selection criteria as a function of azimuth and elevation to the UT. 3. Mechanisms to modify the message repeat parameter as a function of traffic load. 4. Mechanisms to control the ACK/HP detection threshold. 5. Mechanisms to increase or decrease the HPN capacity by modifying the interleaving factor ensuring that the UT can benefit by reduced idle mode when the capacity reduces. 6.52.9.10. The HPN subsystem shall transmit the location phase bursts (BCCH/HP) in accordance with the HPN location phase plans received from the SRMC. 6.52.9.11. The HPN Subsystem at the SAN shall plan the contents of the BCCH/HP to ensure that the UTs can maintain correct operation. 6.52.9.12. The SBS shall provide to each UT information on the time and frequencies to be used to receive the BCCH/HP as provided by SRMC. 6.52.9.13. The SBS shall broadcast using BCCH the information on the frequencies to be used in the ACK/HP channels as provided by SRMC. 6.52.9.14. The SBS shall broadcast using BCCH the information on the frequencies to be used in the NCH/HP channels. 6.52.10. HPN SUBSYSTEM SYNCHRONISATION 6.52.10.1. The HPN channel units shall be synchronised with the medium penetration channels. 6.52.10.2. The Timing & Synchronisation provided by the reference clock and system timing subsystem to the HPN subsystem shall consist of a 10 MHz reference clock and a GPS based time reference (absolute time code, and 1 pulse per second signal). 6.52.10.3. In addition time varying delay to the satellite information with an accuracy of [5 microsec] for each visible satellite shall be provided to the HPN subsystem. 6.52.10.4. The HPN Channel Units shall be synchronised such that there shall not be a significant overlap of the signals at the satellite which may cause peak power fluctuations or loss of signal quality. 6.53. SAN AIR INTERFACE REQUIREMENTS 6.53.1. C-BAND TRANSMIT REQUIREMENTS 6.53.1.1. NOMINAL EIRP OF C-BAND COMMUNICATION CARRIERS 6.53.1.1.1. The EIRP of each type of C-band communication carriers shall be able to be adjusted at the following nominal values under the clear weather conditions when the satellite gain is set to its nominal values and the satellite is located at the zenith of the SAN and to the direction of 20 degrees elevation angles from the UT: 1. TCH 48.6 dBW 2. BCCH 53 dBW 3. HPN 56 dBW Page 88 of 192 ICO PROPRIETARY AND CONFIDENTIAL 322 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.53.1.2. EIRP REQUIREMENT FOR SRMS/HPN COMMAND CARRIERS 6.53.1.2.1. EIRP of the SRMS command and the HPN command carriers shall be able to be adjusted at the following nominal level under the clear weather conditions when the satellite is located at the zenith: 1. SRMS Command 55.3 dBW 2. HPN Command 55.3 dBW
6.53.1.3. EIRP REQUIREMENT FOR TT&C COMMAND CARRIER 6.53.1.3.1. EIRP of the TT&C command carrier shall be able to be adjusted to: 1. 66 dBW for normal operation sharing with the communication carriers, 2. 81 dBW for dedicated emergency and OICD/OIT operation, by setting the IF levels at the interface point specified in the TT&C to ICD. 6.53.1.4. MAXIMUM OPERATING EIRP PER POLARISATION 6.53.1.4.1. The SAN shall be able to transmit multiple carriers with total EIRP of 77 dBW for each polarisation. 6.53.1.4.2. In case of the TT&C emergency operation mode, the SAN shall be able to transmit a single TT&C command carrier with EIRP specified in Section 6.53.1.3. 6.53.1.5. RF EQUIPMENT GAIN CONTROL RANGE 6.53.1.5.1. For the communication signals, including SRMS/HPN command signals, the RF transmit subsystem shall include provisions for remote controllable gain adjustment to compensate for the C-band propagation path loss changes and the gain setting changes and/or the gain variations of the common part of the satellite transponder. 6.53.1.5.2. The gain adjustment range of the RF transmit subsystem shall be at least +6 dB, -14 dB around the nominal EIRPs specified in Section 6.53.1.1 and Section 6.53.1.2 with nominal steps of 0.5 dB or less. 6.53.1.5.3. This gain adjustment capability shall also be used by the automatic power control system specified in Section 6.57.6. 6.53.1.5.4. The EIRP of the TT&C command carrier shall be adjusted at the TT&C ground equipment independent of the communications carriers. 6.53.1.6. EIRP ACCURACY AND STABILITY 6.53.1.6.1. The EIRP of each carrier shall be adjusted and maintained within +/- 1.5 dB of the required level when the Automatic Power Control (APC) system specified in Section 6.57.6 is disabled, and the maximum ambient temperature change is less than 10 degrees. 6.53.1.6.2. This accuracy and stability shall include all factors causing variation such as modulator, HPA and upconverter stability, antenna transmitting gain variation caused by tracking, and antenna beam pointing error. 6.53.1.6.3. This accuracy also shall include the frequency response of the transmit path. 6.53.1.6.4. Automatic level calibration and adjustment system, open loop or closed loop or combination, shall be provided if required to meet this specification. 6.53.1.7. MULTICARRIER INTERMODULATION PRODUCTS (TBR) 6.53.1.7.1. When two tones each with EIRP of 3 dB below the maximum EIRP for multiple carrier operation specified in Section 6.53.1.4 are transmitted, the third order intermodulation product level shall be less than -26.8dB of each tone. 6.53.1.7.2. The Noise Power Ratio measured using multicarriers (up to 1,000 carriers), notched at the centre of the band, simulating the communication carriers, shall exceed 20.8 dB as a target at the output of the HPA under the following conditions: 1. Total power of the noise: corresponding to EIRP of 75 dBW 2. Bandwidth of the noise: 25 MHz (5199.5 - 5224.5 MHz)
Page 89 of 192 ICO Proprietary and Confidential 323 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.53.1.8. OFF-AXIS EIRP DENSITY 6.53.1.8.1. At any angle A, which is 2.5 degrees or more off the main lobe axis of the antenna, the EIRP density in any direction should not exceed the following values specified in recommends 2 of Recommendation ITU-R S.524-5:
Angle off-axis Maximum EIRP per 4 kHz 2.5 degrees less than or equal to A less than or equal to 7 degrees (32 - 25 log A) dB(W/4 kHz) 7 degrees less than A less than or equal to 9.2 degrees 11 dB(W/4 kHz) 9.2 degrees less than A less than or equal to 48 degrees (35 - 25 log A) dB(W/4 kHz) 48 degrees less than A less than or equal to 180 degrees -7 dB(W/4 kHz)
Note: This spec may not be met by TT&C carrier in emergency mode. 6.53.1.9. FREQUENCY RESPONSE 6.53.1.9.1. The frequency response of the transmit path shall be calibrated and maintained so that the requirements for EIRP accuracy and stability in Section 6.53.1.6 are met. 6.53.1.10. FREQUENCY STABILITY 6.53.1.10.1. The transmit frequency stability for communication carriers shall be so that the requirements in Section 6.58.4.4 is met when the AFC is enabled. 6.53.1.10.2. The transmit frequency stability for the TT&C carrier shall be referred to the TT&C to SAN Interface Control Document. 6.53.1.10.3. The local oscillators of the TT&C up-converters shall be independent of the SAN Master Reference Oscillators. 6.53.1.11. NOISE AND SPURIOUS EMISSIONS (IN-BAND) 6.53.1.11.1. In any 4 kHz band in the C-band transmit band specified in Section 6.57.1.4. excluding a band within 250% of the necessary bandwidth of each emission removed from the centre frequency of the carrier, the mean power of the inherent transmitter noise and all spurious signals, excluding harmonics and multicarrier intermodulation products, supplied to the antenna transmit port, shall be less than -43 dBW or less than -5OdB of the carrier, whichever is greater, at any transmission level up to the total maximum operating EIRP specified in Section 6.53.1.4 with EIRP level settings for each carrier type as specified in Section 6.53.1.1, 6.53.1.2 and 6.53.1.3 irrespective of the RF power control specified in Section 6.58.5.1 plus upward output level control by the CU/modulator summarised below. 6.53.1.11.2. TABLE 6-9 CU/MODULATOR OUTPUT CONTROL RANGE
Carrier type CU/modulator output control range (upward) ------------ --------------------- TCH up to +4.4dB BCCH 0 dB HPN 0 dB SRMS Command 0 dB HPN Command 0 dB
6.53.1.12. NOISE AND SPURIOUS EMISSION (OUT-OF-BAND) 6.53.1.12.1. In any 4 kHz band between 9 kHz to 26 GHz, the mean power of spurious emissions, including harmonics and multicarrier intermodulation products, supplied to the antenna transmit port, shall be attenuated below the mean total output power of the transmitter by: 1. 25 dB at the frequency which is removed from the centre frequency of the transmit band by more than 50% up to 100% of the bandwidth of the transmit band 2. 35 dB at the frequency which is removed from the centre frequency of the transmit band by more than 100% up to 250% of the bandwidth of the transmit band 3. 43 dB plus 10 times the logarithm of the transmitter power (in Watts) at the frequency which is removed from the centre frequency of the transmit band by more than 250% of the bandwidth of the transmit band. Page 90 of 192 ICO Proprietary and Confidential 324 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 ICO 17th February 1997 6.53.1.12.2. The above specification shall be met at any transmission level up to the maximum operating EIRP specified in Section 6.53.1.4. 6.53.1.12.3. If the spurious limits specified above become less than -43dBW in 4 kHz band, limit of -43 dBW in 4 kHz band shall apply. 6.53.1.13. PROTECTION OF THE MLS BAND 6.53.1.13.1. Every SAN shall have a TX filter after the HPA to protect the air borne receivers of the microwave landing system (MLS) operating in the frequency range between 5030 to 5091 and/or 5090 to 5150 MHz. 6.53.1.13.2. All emissions from the SAN in this frequency range shall be suppressed below -66 dBW of EIRP in any 26 kHz bandwidth. 6.53.1.14. TOTAL PHASE NOISE OF THE SAN TRANSMIT CARRIERS (INCLUDING MODULATORS) (TBR) 6.53.1.14.1. The single sideband phase noise spectral density induced on any transmit carrier shall not exceed the values below with the AFC functions enabled:
Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz, F in Hz) -------------------- --------------------- 10 - 100 Hz -12 - 25 log F 100 - 800 Hz -22.2 - 19.9 log F 0.8 - 10 kHz -80 dBc 10 - 20 kHz +52.8 -33.2 log F 20 - 100 kHz -90 dBc
6.53.1.14.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.53.1.14.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.53.1.14.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.53.1.14.5. In addition to the above, the following requirements shall be met: a) For offset frequencies up to 250 Hz. no discrete component shall exceed the limit mask by 10 dB. b) For offset frequencies from 250 Hz to 100 kHz, no discrete component shall exceed -50 dBc. 6.53.1.14.6. The above specification shall be met including the IF part of the modulators for communication carriers. 6.53.1.14.7. For the TT&C carrier, it shall be applied from the RFT IF input to the RF output. 6.53.2. C-BAND RECEIVE REQUIREMENTS 6.53.2.1. GENERAL 6.53.2.1.1. The SAN shall meet the demodulation performance requirements under the specified conditions as defined in this section. 6.53.2.2. SAN DEMODULATION PERFORMANCE REQUIREMENTS 6.53.2.2.1. The IGF shall meet the reference performance level as defined below. The reference performance level is defined as the C/No required at the SAN demodulator interface, excluding interference, for a bit error, a residual bit error or a frame erasure rate (whichever appropriate) corresponding to the reference rate. This reference sensitivity is specified in Tables 6-10, 6-11 and 6-12, according to the type of channel and the propagation condition. [Additional losses due to added thermal noise between the RFT antenna input and the demodulator baseband input shall be less than [0.1] dB.] Page 91 of 192 ICO PROPRIETARY AND CONFIDENTIAL 325 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.53.2.2.2. TABLE 6-10 REFERENCE SENSITIVITY PERFORMANCE FOR NOMINAL PENETRATION CHANNELS
CHANNEL TYPE REFERENCE RATE STATIC RICE 12_20 RICE 12_20 RICE 7_20 RICE 7_200 ------- -------------- ------ ---------- ---------- --------- ---------- TCH/NS Raw BER=4% 48.5 tbd tbd tbd tbd TCH/2.4 Coder BER = 0.1% [50.4] tbd tbd tbd tbd TCH/4.8 Coder BER = 0.1% [47.9] tbd tbd tbd tbd SACCH/T FER = 10% [46.3] tbd tbd tbd tbd FACCH FER = 10% [46.3] tbd tbd tbd tbd SDCCH/6 FER = 10% [46.3] tbd tbd tbd tbd SACCH/C6 FER = 10% [46.3] tbd tbd tbd tbd
6.53.2.2.3. TABLE 6-11 REFERENCE SENSITIVITY PERFORMANCE FOR MEDIUM PENETRATION CHANNELS
CHANNEL TYPE REFERENCE STATIC RICE 0_20 RICE 0_200 RATE ------------ --------- ------ --------- ---------- SDCCH/2 FER = 10% tbd tbd tbd SACCH/C2 FER = 10% tbd tbd tbd RACH FER = 10% tbd tbd tbd
6.53.2.2.4. TABLE 6-12 REFERENCE SENSITIVITY PERFORMANCE FOR HIGH PENETRATION CHANNELS
CHANNEL REFERENCE RATE STATIC CLASS_20 CLASS_200 TYPE ------- -------------- ------ -------- --------- HP-ACK tbd tbd tbd tbd
6.53.2.2.5. NOTE: TCH/S specification is measured at the output of the demodulator on 4800 bps coded bit stream. Specification will be refined when final codec structure (source and FEC coding) will be selected. 6.53.2.2.5. The TBD performance values in Tables 6-10, 6-11 and 6-12 will be equal to simulated performance of state of the art demodulation algorithms which are implementable within the constraints of the provided Channel Units, plus an implementation margin of 0.5 dB. 6.53.2.2.6. All TBD values are to be provided by CDR. 6.53.2.2.7. The TBD performance values are to be achieved for all channels with 3-sigma, Gaussian distributed frequency errors of up to +/- [43] Hz which are random timeslot-to-timeslot, and with 3-sigma, Gaussian distributed input signal timing errors of up to +/- [14] usec which are random timeslot-to-timeslot. 6.53.2.2.8. The RACH performance values are to be achieved with a maximum input frequency uncertainty of +/- 2500 Hz and a maximum timing uncertainty of +/- [2] msec. 6.53.2.2.9. All demodulators shall recover to steady state performance within [2] seconds after a step change of up to 125 Hz and 25 usec in addition to the steady state errors defined in 6.53.2.2.8 and 6.53.2.2.9. 6.53.2.2.10. Referring to Tables 6-10, 611, and 6-12, Ricek-fd is a Ricean channel with rice factor k dB and Doppler bandwidth +/- fd Hz and Class-fd is a classical (Rayleigh) Doppler channel with Doppler bandwidth +/- fd Hz, as specified in ICO 05.05. 6.53.2.3. ADDITIONAL DEGRADATIONS 6.53.2.3.1. Additional degradations to the reference sensitivity performance levels shall be limited to the following: 6.53.2.3.2. TABLE 6-13 DEGRADATIONS TO THE REFERENCE SENSITIVITY PERFORMANCE LEVELS
CONDITION CHANNEL MAXIMUM MAXIMUM VALUE DEGRADATION TO REFERENCE --------- ------- ------- ---------
Page 92 of 192 ICO PROPRIETARY AND CONFIDENTIAL 326 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997
SENSITIVITY PERFORMANCE ----------- Adjacent timeslot interference All Adjacent [0.1] dB timeslots 12 dB above wanted timeslot Adjacent channel interference All Adjacent [TBD] dB frequencies 6 dB above wanted frequency Phase noise All +/- 5 degrees [0.1] dB
Notes. A full acceptance test procedure shall be agreed with ICO by CDR. 6.53.3. S-BAND TX PERFORMANCE REQUIREMENTS 6.53.3.1. NOMINAL EIRP 6.53.3.1.1. The following are the nominal EIRP requirements by channel type: 1. TCH 6.8 dBW 2. RACH 6.8 dBW
6.53.3.1.2. Individual carrier EIRP is set by the output level of the corresponding CU. 6.53.3.2. MAXIMUM OPERATING EIRP 6.53.3.2.1. Maximum operating EIRP shall be 20 dBW. 6.53.3.2.2. For the IOT antenna the 20 W SSPA located near the antenna feed shall be capable of transmitting multicarrier at 34 dBW total EIRP with 20 dB NPR. 6.53.3.3. TRANSMITTER NOISE AND SPURIOUS SIGNAL (IN-BAND) 6.53.3.3.1. In any 4 kHz band in the S-band transmit band specified in Section 6.57.1.6, excluding a band within 250% of the necessary bandwidth of each emission removed from the centre frequency of the carrier, the EIRP of the inherent transmitter noise and all spurious signals, excluding harmonics and multicarrier intermodulation products, shall be less then -43 dBW. 6.53.3.4. NOISE AND SPURIOUS EMISSIONS (OUT-OF-BAND) 6.53.3.4.1. In any 4 kHz band between 9 kHz to 26 GHz, the mean power of spurious emissions, including harmonics and multicarrier intermodulation products, supplied to the antenna transmit port, shall be attenuated below the mean total output power of the transmitter by: 1. 25 dB at the frequency which is removed from the centre frequency of the transmit band by more than 50% up to 100% of the bandwidth of the transmit band 2. 35 dB at the frequency which is removed from the centre frequency of the transmit band by more than 100% up to 250% of the bandwidth of the transmit band 3. 43 dB plus 10 times the logarithm of the transmitter power (in Watts) at the frequency which is removed from the centre frequency of the transmit band by more than 250% of the bandwidth of the transmit band. 6.53.3.4.2. The above specification shall be met at any transmission level up to the maximum operating EIRP specified in Section 6.53.3.2. 6.53.3.4.3. If the spurious limits specified above become less than -43dBW in 4 kHz band, limit of -43 dBW in 4 kHz band shall apply. Page 93 of 192 ICO PROPRIETARY AND CONFIDENTIAL 327 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.53.3.5. TRANSMITTER PHASE NOISE (TBR) 6.53.3.5.1. The single sideband phase noise spectral density induced on any transmit carrier shall not exceed the values given below:
Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz; F in Hz) 10 - 100 Hz -12 - 25 log F 100 - 800 Hz -22.2 - 19.9 log F 0.8 - 10 kHz -80 dBc 10 - 20 kHz +52.8 -33.2 log F 20 - 100 kHz -90 dBc
6.53.3.5.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.53.3.5.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.53.3.5.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.53.3.5.5. In addition to the above, the following requirements shall be met: 1. For offset frequencies up to 250 Hz, no discrete component shall exceed the limit mask by 10 dB. 2. For offset frequencies from 250 Hz to 100 kHz, no discrete component shall exceed -50 dBc. 6.53.3.6. EIRP ACCURACY AND STABILITY 6.53.3.6.1. Under normal weather conditions prevailing at the land earth station location, the EIRP of any S-band transmitted signal in the direction of the satellite shall be maintained within +2.5 dB and -2.5 dB of the desired level, provided that the transmitted carrier is calibrated at the transmitted frequency. 6.53.3.6.2. A monitoring coupler shall be provided at the S-band SSPA output. 6.53.3.7. TRANSMIT LEVEL CONTROL REQUIREMENT 6.53.3.7.1. The transmit subsystem shall include provisions for local gain adjustment in the HPA and the upconverter. 6.53.3.7.2. The combined gain adjustment range in the HPA and the upconverter shall be at least 20 dB, meeting the noise and spurious requirements specified in Section 6.53.3.3. 6.53.3.8. TRANSMIT FREQUENCY STABILITY 6.53.3.8.1. The frequency stability of the S-band TX subsystem shall be better than +/- 5 Hz. 6.54. SECTION NOT USED 6.55. TRAFFIC PLANNING 6.55.1. THE SRMC SHALL HAVE THE CAPABILITY TO PREDICT THE AMOUNT OF TRAFFIC that will be offered to the system. 6.55.2. The SRMC shall produce traffic predictions for each position on the ground by: 1. service type 2. UT type 3. Diversity type 4. time of day 5. whether the traffic is mobile originated or mobile terminated. 6.55.3. The SRMC shall have the capability to represent the geographical areas used for traffic planning as follows: 1. fixed equal size ground cells 2. variable size ground cells 3. national/regional political boundaries 4. continental borders 5. economical/commercial regions. Page 94 of 192 ICO PROPRIETARY AND CONFIDENTIAL 328 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.55.4. The SRMC shall have the capability to update and optimise the traffic predictions by using actual carried traffic measurements provided by the NMS. 6.55.5. The NMS shall provide the SRMC with the actual traffic measurements of the global coverage using measurement data generated at each SAN. 6.55.6. The SRMC shall provide the facility for an operator to edit/modify the data used for traffic planning. 6.55.7. The SRMC shall provide the facility for prediction algorithms used in the traffic planning to be further developed and optimised in the light of operational experience, by means of an Application Programming Interface. Traffic algorithm development shall be introduced in the LNMC and functionally tested in a planned and controlled manner within the boundaries of the OT&DF. 6.55.8. The SRMC shall have the capability to use the traffic predictions produced by the traffic planning function to optimise the data produced by the following subsystems: 1. Coverage and Network Planning 2. Satellite Frequency and Channelisation Planning 3. EIRP Management. 6.55.9. The SRMC shall provide the capability to off-load traffic of any SAN approaching its capacity limit in terms of satellite-link resources by diverting the part of the traffic to adjacent lightly loaded SANs. 6.55.10. The SRMC shall provide the capability to detect significant changes in measured traffic from predicted values. 6.55.11. The SRMC shall provide the capability to respond to times when there are significant changes in measured traffic from predicted values, by re-allocation of available system resources accordingly. 6.55.12. The SRMC shall have the capability to perform short-term, middle-term and long-term trend analysis on predicted and measured traffic data. 6.55.13. The exact functional structure for traffic planning will depend on the design and implementation of the system but shall be based on the functional block diagram illustrated in the figure below. Page 95 of 192 ICO PROPRIETARY AND CONFIDENTIAL 329 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 [FLOW CHART] 6.55.14. FIGURE 6-4 FUNCTIONAL BLOCK DIAGRAM FOR TRAFFIC PLANNING 6.56. CHANNEL UNIT FAILURE HANDLING 6.56.1. TRAFFIC CHANNEL UNIT FAILURES 6.56.1.2.1. In the event of the failure of a traffic channel unit, the SBS shall inform the SAN-OSS of the failure. 6.56.1.2. The IGF shall tear down all traffic calls that were being routed solely through that channel unit, and release all the assigned traffic channels through that channel unit. 6.56.1.3. The IGF shall continue all calls that were operating in diversity mode where one path was routed through the failed channel unit and the other path was routed through a different channel unit. However, the path routed through the failed channel unit shall be dropped. Page 96 of 192 ICO PROPRIETARY AND CONFIDENTIAL 330 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.56.2. CONTROL CHANNEL UNIT FAILURES 6.56.2.1. In the event of the failure of a control channel unit, the SBS shall inform the SAN-OSS of the failure. 6.56.2.2. The IGF shall configure an unused control channel unit (if one is available) to replace the control channels that were being provided by the failed channel unit. This shall be achieved within [60] seconds. 6.56.2.3. If no unused control channel unit is available, the IGF shall re-configure a traffic channel unit to operate as a control channel unit, and then configure it to replace the control channels that were being provided by the failed channel unit. This shall be achieved within [120] seconds. By preference, a traffic channel that was not carrying any traffic shall be used for this purpose. 6.56.2.4. If it is necessary to reconfigure a traffic channel unit to a control channel unit, and that traffic channel unit was carrying traffic, the IGF shall attempt to handover all active calls to other channel units prior to reconfiguring the channel unit an extra [15] seconds will be allocated to attempt this. Should it not be possible to handover any of the calls, the IGF shall release those traffic channels as defined in Section 6.56.1. 6.57. RFT FUNCTIONAL REQUIREMENTS 6.57.1. GENERAL REQUIREMENTS 6.57.1.1. NUMBER OF ANTENNAS 6.57.1.1.1. Five antennas shall be required at each SAN site. Generally, two or more may be in track modes, tracking satellite in view, one antenna may likely be in a 'flyback' mode, one antenna may be in a 'positioned' mode waiting for the rising satellite to appear at the horizon, and one antenna may be an active spare. 6.57.1.2. COLLOCATION WITH TT&C SITE 6.57.1.2.1. Six selected SAN sites shall be collocated with the TT&C stations. 6.57.1.2.2. In these selected SANs, the major RF equipment, notably antennas, LNAs and HPAs, shall be shared by the communication traffic and the TT&C command and telemetry carriers. 6.57.1.2.3. One of the TT&C collocated site shall have the capability supporting the IOT (In Orbit Test) of satellites. 6.57.1.2.4. Upconverters and downconverters for dedicated use of the TT&C shall be provided for these SANs. 6.57.1.2.5. The output of the TT&C upconverters shall be combined with the output of the communication upconverters and fed to the input to the HPA. 6.57.1.2.6. The LNA output shall be divided to feed to the input of the TT&C down-converters and the communication down-converters. 6.57.1.2.7. The TT&C ground equipment will be provided separately by the satellite contractor and are outside the scope of this requirement document. 6.57.1.2.8. Interface requirements between the TT&C ground equipment including IOT equipment and the SAN equipment are specified in TT&C to SAN Interface Control Documents (ICD). 6.57.1.3. IF CONNECTIVITY REQUIREMENTS 6.57.1.3.1. The IF between the RFT and the IF Distribution shall be L-band (1010.5 MHz-1660.5 MHz). 6.57.1.3.2. Independent signal processing paths for each RFT shall be provided for signals designated for left hand circular polarisation and right hand circular polarisation, for both the transmit and receive directions. 6.57.1.4. C-BAND TRANSMIT PASS BAND 6.57.1.4.1. The C-Band Transmit Pass Band shall be 5179.5 to 5244.5 MHz. 6.57.1.5. C-BAND RECEIVE PASS BAND 6.57.1.5.1. The C-Band Receive Pass Band shall be 7011.0 to 7073.9 MHz. Page 97 of 192 ICO PROPRIETARY AND CONFIDENTIAL 331 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.57.1.6. S-BAND TRANSMIT PASS BAND 6.57.1.6.1. The S-Band Transmit Pass Band shall be 1985 to 2015 MHz. 6.57.1.7. S-BAND RECEIVE PASS BAND 6.57.1.7.1. The S-Band Receive Pass Band shall be 2170 TO 2200 MHz. 6.57.1.8. REDUNDANCY REQUIREMENT 6.57.1.8.1. The RFT subsystem shall consist of the five sets of the antenna and RF equipment in the 4+1 redundant configuration. 6.57.1.8.2. Furthermore, the antenna and RF equipment subsystems within each RFT subsystem shall have the following redundancy configuration. Antenna subsystem Non-redundant C-band HPA 2+1 redundant configuration C-band LNA 2+1 redundant configuration C-band Upconverter 2+1 redundant configuration C-band Downconverter 2+1 redundant configuration S-band HPA Non-redundant S-band LNA Non-redundant S-band Upconverter Non-redundant S-band Downconverter Non-redundant TT&C Upconverter 1+1 redundant configuration TT&C Downconverter 1+1 redundant configuration
6.57.1.8.3. Each redundant system shall have an automatic real-time changeover facility to change traffic from a faulty unit to a standby unit in case an on-line unit is in failure condition and to minimise the loss of traffic without the help of RFT Controller/OAM functions. 6.57.1.9. NON-INVERSION OF SPECTRUM 6.57.1.9.1. The spectrum of the C-band and S-band transmit signals at the antenna shall not be inverted from that of the modulator output signals. 6.57.1.9.2. The spectrum of the demodulator input signals shall not be inverted from that of the C-band and S-band received signals at the antenna. 6.57.2. ANTENNA REQUIREMENTS 6.57.2.1. GENERAL 6.57.2.1.1. The antenna shall be capable of transmission and reception of both C-band and S-band signals. 6.57.2.2. ANTENNA POINTING AND TRACKING REQUIREMENTS 6.57.2.2.1. TRACKING CONTROL 6.57.2.2.1.1. The antenna shall be capable of the following tracking and pointing control modes: 1. Automatic Tracking The antenna shall track the satellite autonomously receiving the satellite TT&C telemetry signal. The tracking control shall be designed so that the antenna will not track by its sidelobes. 2. Program Tracking The antenna shall track the satellite autonomously based on the satellite ephemeris data provided from the SCC. 3. Search Pattern Tracking The antenna shall search the satellite with hexagonal search patterns near the predicted orbit locations based on the satellite ephemeris data until the satellite is acquired. Then the antenna shall be in the automatic tracking mode. 4. Pointing (Command Position and Manual) Page 98 of 192 ICO PROPRIETARY AND CONFIDENTIAL 332 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 The antenna shall be pointed to the specified pointing angles. 5. Stand-by Mode The antenna shall be pointed to the predicted direction for the rising satellite and ready to track the satellite automatically when the satellite is acquired. 6. Drive to Stow Position The antenna shall be capable of being driven to the stow position. 6.57.2.2.1.2. The antennas installed at selected SAN sites, including all SAN TT&C sites, shall have mono-pulse tracking capability. 6.57.2.2.2. SAFETY 6.57.2.2.2.1. Appropriate safety measures shall be provided to protect human and the antenna itself in case of the failure of the driving apparatus. The following safety devices shall be provided to the antenna: 1. emergency stop switch 2. drive disable switch 3. drive limit switch 6.57.3. C-BAND TX/RX FUNCTIONAL REQUIREMENTS 6.57.3.1. C-BAND TX FUNCTIONAL REQUIREMENTS 6.57.3.1.1. NOMINAL TRANSMIT FREQUENCY OF C-BAND CARRIERS 6.57.3.1.1.1. The nominal carrier frequency of the C-band carriers shall be at: C-S Communications: 5187.100 MHz + n x 0.025 MHz (n = 1 to 1991) HPN Messages 5186.40 MHz or 5237.60 MHz (switchable) C-C pilots: (Band)5,183.1-5,185.6 LHCP; 5,239.1-5,241.6 RHCP. SRMS Command: 5186.80 MHz or 5237.20 MHz (switchable) HPN Command: 5186.60 MHz or 5237.40 MHz (switchable) TT&C: 5180.0 MHz or 5244.0 MHz (switchable)
6.57.3.1.2. TRANSMIT FREQUENCY CONVERSION 6.57.3.1.2.1. The transmit subsystem for communication carriers shall translate the intermediate frequency passband at the output of the channel units to the C-band transmit passband specified in Section 6.57.1.4. 6.57.3.1.3. COMMUNICATION DISABLE SWITCH 6.57.3.1.3.1. The RFT shall be provided with communication disable switches which would disconnect all communication signals from the transmit paths in case of the emergency TT&C operation. 6.57.3.1.3.2. These switches shall be remotely controllable as specified by the TT&C to SAN ICD. 6.57.3.1.3.3. Manual over-ride shall be possible for these switches. 6.57.3.2. C-BAND RX FUNCTIONAL REQUIREMENTS 6.57.3.2.1. NOMINAL RECEIVE FREQUENCY OF ICO CARRIERS 6.57.3.2.1.1. The nominal carrier frequency of the C-band carriers shall be at: S-C Communications Carriers: 7018.100 MHz + n x 0.025 MHz (n = 1 to 1991) SRMS Telemetry: 7017.40 MHz or 7068.40 MHz (switchable) C-C Pilots: (Band) 7,014.1-7,016.6 LHCP 7,069.1-7,071.6 RHCP
Page 99 of 192 ICO PROPRIETARY AND CONFIDENTIAL 333 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 TT&C Telemetry: 7011.5/7012.5 MHz or 7072.5/7073.5 MHz (switchable)
6.57.3.2.2. RECEIVE FREQUENCY CONVERSION 6.57.3.2.2.1. The receive subsystem shall translate the C-band receive passband specified in Section 6.57.1.5 to an intermediate frequency passband. 6.57.4. S-BAND TX/RX FUNCTIONAL REQUIREMENTS 6.57.4.1. GENERAL 6.57.4.1.1. S-band TX and RX capabilities shall be provided, in order to transmit test mobile signals and to receive S-band carriers for monitoring and level calibration purposes. 6.57.4.2. S-BAND RX FUNCTIONAL REQUIREMENTS 6.57.4.2.1. NOMINAL TRANSMIT FREQUENCY OF ICO CARRIERS 6.57.4.2.1.1. The Nominal Transmit Frequency of ICO carriers shall be: 1985.000 MHz + n x 0.025 MHz (n = 1 to 1199) 6.57.4.2.2. TRANSMIT FREQUENCY CONVERSION 6.57.4.2.2.1. The transmit subsystem shall translate the intermediate frequency passband output of the channel units to the S-band transmit passband specified in Section 6.57.1.6. 6.57.4.3. S-BAND RX FUNCTIONAL REQUIREMENTS 6.57.4.3.1. NOMINAL RECEIVE FREQUENCY OF ICO CARRIERS 6.57.4.3.1.1. The Nominal Receive Frequency of ICO carriers shall be: 2170.000 MHz + n x 0.025 MHz (n = 1 to 1199) 6.57.4.3.2. RECEIVE FREQUENCY CONVERSION 6.57.4.3.2.1. The receive subsystem shall translate the receive S-band passband to an intermediate frequency passband specified in Section 6.57.1.7. 6.57.5. DOPPLER MEASUREMENTS AND COMPENSATION FUNCTIONAL REQUIREMENTS 6.57.5.1. GENERAL 6.57.5.1.1. The AFC system shall compensate for satellite local oscillator frequency drift and Doppler shift at up and down-links of the C-band. 6.57.5.1.2. In order to reduce the frequency errors seen by the UT demodulators, automatic frequency compensation (AFC) shall be performed by the SAN on the C-band transmit signals at the C-band up-converters. 6.57.5.1.3. In order to reduce the frequency errors seen by the CU demodulators, AFC shall be performed at the C-band down-converters on the C-band receive signals as well. 6.57.5.1.4. These AFC functions shall be performed for all communications and signalling carriers, including HPN message/command carriers and SRMS command/telemetry carriers. 6.57.5.1.5. TT&C command and telemetry carriers shall not be affected by the AFC. 6.57.5.2. COMPENSATION OF RESIDUAL DOPPLER SHIFT AT CHANNEL UNITS 6.57.5-2.1. Since the amount of the Doppler shift is proportional to the frequency, different amount of compensation is required for the signal at different frequencies within C-band transmit and receive band. 6.57.5.2.2. The AFC system shall compensate for the Doppler shift at the centre frequency of the C-band transmit (5,212 MHz) and receive (7,043 MHz) band. 6.57.5.2.3. The residual Doppler shift at the actual frequency of the signal shall be further compensated for at the Channel Units. 6.57.5.2.4. The AFC control unit shall provide the frequency compensation data to the Channel Managers for compensation of this frequency dependent residual Doppler shift. Page 100 of 192 ICO PROPRIETARY AND CONFIDENTIAL 334 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.57.5.3. USE OF THE SATELLITE EPHEMERIS DATA 6.57.5.3.1. The AFC control unit shall be fed time-tagged ephemeris data by the SRMS for use in predicting the Doppler shift expected at any time in the satellite orbit referenced to a particular SAN. 6.57.5.3.2. This prediction shall be used to set the correction signal for rising satellites. 6.57.5.3.3. Also, this prediction shall be used as a secondary mode of AFC control should one or both of the pilots not be available. [F/R] 6.57.5.3.4. The AFC control unit shall compare the measured Doppler shift with the values predicted by the satellite ephemeris data and generate an alarm signal if the difference exceeds the pre-set value [F/R]. 6.57.6. AUTOMATIC POWER CONTROL (APC) 6.57.6.1. GENERAL REQUIREMENTS 6.57.6.1.1. The RF transmit subsystem shall have an automatic power control subsystem to compensate for path loss changes. These path loss changes are a result of path length change as the satellite moves through its orbital track, the path loss changes due to environment, and changes of the satellite receive antenna gain with regard to the signal direction. 6.57.6.1.2. The automatic power control subsystem shall perform comparison of the received satellite SRMS telemetry level to the C-to-C pilot loopback pilot level, to correct the transmit subsystem gain to compensate for changes in path loss from a nominal clear sky reference value. 6.57.7. AXIAL RATIO COMPENSATION FUNCTIONS (F/R) 6.57.7.1. This function is required for some SAN sites located in a heavy rain region to mitigate the effects of propagation-induced depolarisation. 6.57.7.2. This system shall use wideband polarises in the feed of the C-band RFT to correct the polarisation of the receive and transmit signals. 6.57.7.3. The system shall use C - C pilots transmitter in both polarisations. 6.57.7.4. The received level of the pilots in the co-polarised and cross-polarised channels shall be detected and used to develop correction commands to the motorised polarises. 6.57.7.5. The correction commands shall be used to optimise the setting of the polarises, with the ultimate goal being the maximum cross-polarisation isolation (i.e., minimum axial ratio) between LH and RH feed ports. 6.57.7.6. The system shall meet the following specification: 1. Compensation improvement 10 dB minimum when 15 dB degradation from clear sky without compensation. 6.57.8. RIFT MONITORING AND CONTROL 6.57.8.1. Control and monitoring of the RFTs shall be performed by the RFT OAM, directed by the SRMS Controller. 6.57.8.2. For emergency TT&C operations, the control shall be directed by the SCC through the TT&C ground equipment only. 6.57.9. TT&C SUPPORT FUNCTIONS 6.57.9.1. GENERAL 6.57.9.1.1. Scope of the TT&C Support Functions section is to define the specific functions of the RFT which shall be implemented to support the TT&C Operation. 6.57.9.2. SUPPORT FOR TT&C RANGING CALIBRATION 6.57.9.2.1. For ranging calibration, a frequency selectable translator shall be provided to loop back the HPA output signal to the input of the LNA. 6.57.9.2.2. The absolute delay of the translator shall be calibrated. Requirement of the test loop translator is specified in the TT&C to SAN Interface Control Document. 6.57.9.2.3. Couplers shall be provided at the input of the LNAs. Page 101 of 192 ICO Proprietary and Confidential 335 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.57.9.3. SUPPORT FOR TT&C EIRP MEASUREMENT 6.57.9.3.1. A selective power meter shall be provided at the output of the HPA to measure the EIRP of the TT&C command carrier. 6.57.9.3.2. The measured data shall be sent to the TT&C baseband equipment through the RFT OAM. 6.57.9.4. SUPPLY OF SAN REFERENCE CLOCK TO TT&C 6.57.9.4.1. GENERAL 6.57.9.4.1.1. The SAN reference clock shall be supplied to the TT&C ground equipment as specified in the TT&C to SAN ICD. 6.57.9.4.2. FORMAT 6.57.9.4.2.1. The format of the time reference signal shall be in accordance with IRIG 200-95, code B-120. 6.57.9.4.3. TIME ACCURACY 6.57.9.4.3.1. Time accuracy at the TT&C interface point shall be better than +/- 100 (micron)sec. 6.57.9.5. RF EQUIPMENT REQUIREMENTS FOR IOT SUPPORT 6.57.9.5.1. GENERAL 6.57.9.5.1.1. Two RFTs in one selected TT&C collocated SAN site shall be capable of supporting the satellite IOT (In-Orbit Test). 6.57.9.5.1.2. It shall be possible to insert C-band and S-band signals generated by the IOT equipment at the input of the HPA. 6.57.9.5.1.3. The output power levels at the HPA and the LNA output shall be measured very accurately. 6.57.9.5.1.4. To calibrate the LNA gain, a reference signal shall be inserted at the input of the LNA. 6.57.9.5.1.5. It shall be possible to transmit test SRMS/HPN command signals generated by the IOT SRMS/HPN modulator to test the satellite SRMS/HPN configuration. 6.57.9.5.1.6. It shall be possible to receive SRMS telemetry signals, and to feed them to the IOT SRMS demodulator. Details of the interface are provided in the TT&C to SAN ICD. 6.57.9.5.2. SIGNAL COUPLER REQUIREMENTS FOR CONNECTION OF MEASURING EQUIPMENT 6.57.9.5.2.1. The following test signal injection and branching capabilities shall be provided: 1. Signal Injection to C-band HPA Input 2. Signal Branching at C-band HPA Output 3. Signal Injection to C-band LNA Input 4. Signal Branching at C-band LNA Output 5. Signal Injection to S-band HPA Input 6. Signal Branching at S-band HPA Output 7. Signal Injection to S-band LNA Input 8. Signal Branching at S-band LNA Output 6.57.9.5.2.2. Also, switching capabilities shall be provided, to select a desired polarisation and to disconnect the communications equipment from the transmit/receive paths. 6.57.9.6. RIFT SIMULATOR 6.57.9.6.1. The RIFT Simulator is a computer with software which shall simulate the behaviour of the RFT OAM with respect to its interface with SCC through TT&C ground equipment. The requirement for the RFT Simulator is found in the ICD ICO TT&C Ground to SAN (doc. no. IC80539-D01-002), part 1. 6.57.10. PCS/HPN SUPPORT FUNCTIONS 6.57.10.1. The RIFT shall have the capability to transmit and receive the PCS/HPN carriers and its operational bandwidth shall be wide enough for simultaneous transmission/reception of PCS/HPN carriers as well as C-S/S-C communication carriers. Page 102 of 192 ICO Proprietary and Confidential 336 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 25 17th February 1997 6.57.10.2. There will be no dedicated RF equipment for PCS/HPN but all equipment, including the interfacility link (IFL) between the RFT shelter and the central hub building, shall be shared between PCS/HPN and C-S/SC communications. 6.57.10.3. The IF frequency band for the PCS/HPN shall be the same as for the communications and it shall be 1GHz band. 6.57.11. TEST LOOP TRANSLATOR 6.57.11.1. A tuneable test loop translator shall be included in SAN RFT/Antenna for supporting ranging calibrations and communication signal loopback tests. The loop via the translator shall include all the RFT equipment, cables and waveguides excluding the antenna feed and reflector. 6.57.11.2. The local frequency shall be remotely switchable among six (6) frequencies to support the frequency translations as described below: 6.57.11.3. (for TT&C ranging loopback)
LOCAL FREQUENCY TRANSLATION --------------- ----------- 1831.5 MHz: 5180 MHz to 7011.5 MHz 1892.5 MHz: 5180 MHz to 7072.5 MHz 1768.5 MHz: 5244 MHz to 7012.5 MHz 1829.5 MHz: 5244 MHz to 7073.5 MHz
6.57.11.4. (for communication test loopback)
LOCAL FREQUENCY TRANSLATION --------------- ----------- 1831 MHz: 5187.1-5236.9 MHz to 7018.1-7067.9 MHz (C-S/S-C) as above: 5183.1-5185.6 MHz to 7014.1-7016.6 MHz (C-C lower) 1830 MHz: 5239.1-5241.6 MHz to 7069.1-7071.6 MHz (C-C upper)
6.57.11.5. Group delay variation shall be within 3ns/MHz at the TT&C frequencies and over the communication bands described above. Absolute delay stability at the TT&C frequencies shall be better than 3ns/6months and over the operating temperature range. The spectrum shall not be inverted. The gain (or loss) of the translator shall be adjustable from TBD dB to TBD dB. 6.57.11.6. The absolute delay data at the TT&C frequencies shall be provided. (TBD) 6.58. RFT PERFORMANCE REQUIREMENTS 6.58.1. ANTENNA REQUIREMENTS 6.58.1.1. ANTENNA POINTING AND TRACKING REQUIREMENTS 6.58.1.1.1. REQUIRED POINTING AND TRACKING SPEED AND RANGE 6.58.1.1.1.1. The antenna shall be capable of pointing and tracking ICO satellites over a 360 degree range of azimuth and over a 0 to 90 degree of elevation angle. 6.58.1.1.1.2. The antenna shall be capable of tracking satellites passing over the location of the antenna. 6.58.1.1.2. POINTING AND TRACKING ACCURACY 6.58.1.1.2.1. The antenna shall be capable of pointing to any location in the ICO orbital arc sky area above 5 degree elevation angles with a rms accuracy of better than 0.04 degrees. 6.58.1.1.2.2. The antenna shall be capable of tracking a satellite, moving at any location in the ICO orbital arc sky area above 5 degree elevation angles, except for the area above 89 degree elevation angle, with a 3-sigma accuracy of better than 0.04 degrees for monopulse tracking and rms accuracy of better than 0.04 degrees for step tracking. 6.58.1.1.2.3. In the area above 89 degree elevation angle, the rms tracking error shall be less than 0.08 degrees. Page 103 of 192 ICO Proprietary and Confidential 337 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.58.1.1.3. SATELLITE ACQUISITION AND ANTENNA FLYBACK TIME 6.58.1.1.3.1. The antenna shall be capable of being pointed to a location where a satellite is predicted to be rising and to acquire that satellite automatically at an elevation of no greater than 5 degrees. 6.58.1.1.3.2. Once acquired, the antenna shall automatically track the satellite until the satellite reaches the opposite horizon (i.e., elevation reaches 5 degrees). Satellite acquisition time is defined as the elapsed time from when the satellite enters within the half power beamwidth of the stand-by antenna until the antenna becomes auto tracking mode and tracks the satellite within the accuracy specified in Section 6.58.1.1.2. 6.58.1.1.3.3. Satellite acquisition time shall be less than 10 seconds for monopulse tracking, and 30 seconds for step tracking. 6.58.1.1.3.4. The antenna flyback time shall be less than 60 seconds. 6.58.1.1.3.5. The antenna shall be able to acquire the satellite (i.e. to go in autotrack) with a signal (carrier component after modulation) minimum PFD of -176 dBW/m(2) at the centre of the antenna directivity. At plus or minus 0.15 degrees of the antenna beam axis, the minimum PFD should be -173 dBW/m(2). 6.58.1.1.3.6. While in autotrack, the antenna shall maintain lock with a signal (carrier component after modulation) PFD of -180 dBW/m(2). 6.58.1.1.4. COMPARISON WITH THE EPHEMERIS DATA 6.58.1.1.4.1. When the antenna is in the automatic tracking mode, the ACU shall compare the current pointing angles with those predicted by the satellite ephemeris data, and an alarm shall be generated when the difference exceeds a pre-set value. 6.58.1.1.5. ANTENNA ANGLE DATA ACCURACY 6.58.1.1.5.1. In all modes, the rms error of the antenna pointing direction shall be less than 0.05 degrees. The antenna angle data shall be time-stamped with an accuracy better than plus or minus [1] S. 6.58.1.2. C-BAND ANTENNA PERFORMANCE REQUIREMENTS 6.58.1.2.1. TX GAIN 6.58.1.2.1.1. The transmit gain measured at the transmit port of the feed shall be at least: 50.3 + 20 log (F/5175) dBi within the required transmit pass-band, where F is frequency in MHz. 6.58.1.2.1.2. The half power beamwidth for any cross-section of the main beam shall be less than or equal to 0.6 degrees. 6.58.1.2.2. RX GAIN 6.58.1.2.2.1. The receive gain measured at the receive port of the feed shall be at least: 52.7 + 20 log (F/7000) dBi within the required receive pass band, where F is frequency in MHz. 6.58.1.2.2.2. The half power beamwidth for any cross-section of the main beam shall be less than or equal to 0.5 degrees. 6.58.1.2.3. POLARISATION 6.58.1.2.3.1. Transmissions at C-Band from the antenna shall be dual polarised (RHCP and LHCP), and reception at C-band shall also be dual polarised (LHCP and RHCP). 6.58.1.2.3.2. Polarisation sense shall be as defined in Recommendation ITU-R V.573. 6.58.1.2.4. AXIAL RATIO 6.58.1.2.4.1. The transmit axial ratio and the receive axial ratio within 10% of the half power beamwidth of the boresight direction shall not exceed 1.06. For the two IOT Antennas only the axial ratio shall not exceed 1.05. 6.58.1.2.5. SIDELOBE CHARACTERISTICS 6.58.1.2.5.1. The transmit and receive sidelobes shall be in accordance with Recommendation ITU-R S.580-5. The gain of 90% of the sidelobe peaks shall not exceed: Page 104 of 192 ICO PROPRIETARY AND CONFIDENTIAL 338 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- G(A) = 29 - 25 log A for A from 1 degrees to 20 degrees, G(A) = -3.5 for A from 20 degrees to 26.3 degrees, G(A) = 32 - 25 log A for A from 26.3 degrees to 48 degrees, G(A) = -10 for A from 48 degrees to 180 degrees, where G(A) is the antenna gain in dB relative to isotropic at an angle A, in degrees, from the main beam axis. This requirement shall be met for any off-axis direction. 6.58.1.2.6. VSWR 6.58.1.2.6.1. The VSWR of the antenna feed subsystem at the transmit and receive ports shall not exceed 1:1.3. 6.58.1.2.7. TX/RX BEAM ALIGNMENT 6.58.1.2.7.1. The transmit and receive beam alignment shall be within 1/20 of the half power beam width in the receive beam. 6.58.1.3. S-BAND ANTENNA PERFORMANCE REQUIREMENTS 6.58.1.3.1. TX GAIN 6.58.1.3.1.1. The transmit gain measured at the transmit port of the antenna shall be at least 34.3 dBi within the required transmit pass-band. 6.58.1.3.2. RX GAIN 6.58.1.3.2.1. The receive gain measured at the receive port of the antenna shall be at least 34.9 dBi within the required receive pass-band. 6.58.1.3.3. POLARISATION 6.58.1.3.3.1. The S-band transmit and receive signals shall be right hand circular polarised (RHCP). Polarisation sense shall be as defined in Recommendation ITU-R V.573. 6.58.1.3.4. AXIAL RATIO 6.58.1.3.4.1. The transmit axial ratio and the receive axial ratio shall not exceed 1.3. (TBR) 6.58.1.3.5. SIDELOBE CHARACTERISTICS 6.58.1.3.5.1. At least 90% of the sidelobe peaks of the antenna pattern in any plane shall be less than described by the following expressions: G(A) = 37-25 log A (dBi) (for 2 degrees less than A less than 7 degrees) G(A) = 8 dBi (for 7 degrees less than or equal to A less than 70 degrees) G(A) = 0 dBi (for 70 degrees less than or equal to A) Where G(A) is the antenna gain in dB relative to isotropic at an angle A, in degrees, from the main beam axis. This requirement shall be met for any off axis direction. 6.58.1.3.6. VSWR 6.58.1.3.6.1. The VSWR of the antenna feed subsystem at the transmit and receive ports shall not exceed 1:1.3. (TBR) 6.58.1.3.7. TX/RX BEAM ALIGNMENT 6.58.1.3.7.1. The transmit and receive beam alignment shall be within 1/10 of the half power beamwidth of the receive beam. 6.58.1.3.8. C-S BEAM ALIGNMENT 6.58.1.3.8.1. The C-band and S-band receive beam alignment shall be Within 1/10 of the half power beamwidth of the S-band receive beam. Page 105 of 192 ICO PROPRIETARY AND CONFIDENTIAL 339 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.58.1.4. ISOLATION BETWEEN PORTS 6.58.1.4.1. The isolation between any C-band port and any S-band port, for signals in the C-band and S-band transmit and receive band shall be such that the required C-band and S-band G/T requirements specified in Section 6.58.2.2.1 and Section 6.58.3.1.1 shall be guaranteed when the C-band and S-band signals are simultaneously transmitted at the maximum operating EIRP specified in Section 6.53.1.4 and Section 6.53.3.2. 6.58.1.5. DE-ICING 6.58.1.5.1. De-icing capability shall be provided for antennas for the SAN located in the area with possibility of snow fall. 6.58.1.5.2. The performance of the de-icing shall be 500W/m(2) and it shall be possible to select full or half power control. The graph below shows a performance of 500W/m(2) (full power). The de-icing is effective in the area below the curve. [6.58.1.5.3. FIGURE 6-5 DE-ICING PERFORMANCE AT 500 W/m(2) 6.58.2. C-BAND PERFORMANCE REQUIREMENTS 6.58.2.1. GENERAL 6.58.2.1.1. The requirements in this section shall be met including all equipment and cables between the antenna and channel units, inclusive, unless otherwise stated. 6.58.2.1.2. These requirements are also applicable to TT&C signals, unless otherwise stated, when the SAN is collocated with the TT&C site. 6.58.2.2. C-BAND RX PERFORMANCE REQUIREMENTS 6.58.2.2.1. G/T 6.58.2.2.1.1. The receiving system G/T shall be at least 31 dB/K in the direction of the satellite over the entire receive pass band, under clear sky and average wind conditions. 6.58.2.2.1.2. In case the BPF specified in Section 6.53.1.13 is inserted, the G/T shall be at least 30.5 dB/K. 6.58.2.2.1.3. This specification shall be met with the C-band and S-band transmitter operating at maximum operating output power specified in Section 6.53.1.4 and Section 6.53.3.2 and shall include losses dues to antenna polarisation misalignment. Page 106 of 192 ICO PROPRIETARY AND CONFIDENTIAL 340 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.58.2.2.2. RECEIVER DYNAMIC RANGE 6.58.2.2.2.1. The maximum composite PFD from ICO satellites, corresponding to SAN at centre of coverage is [-125] dBw/m(2) per polarisation, excluding noise and intermodulation components generated by the satellite. 6.58.2.2.2.2. The range of expected PFD of C-band down link communication carriers, assuming the EIRP of the UTs as 6.8 dBW will be: Minimum single carrier PFD: [-168] dBW/m(2) Maximum single carrier PFD: [-143] dBW/m(2) The minimum value corresponds to the case of: 10 degree UT elevation angle, 8 dB S-band fade, nominal transponder gain setting, 5 degree SAN elevation angle, 4.8 dB rain fade at SAN 3 dB additional loss. The maximum value corresponds to the case of: 90 degree UT elevation angle, no S-band fade, nominal transponder gain setting, 90 degree SAN elevation angle, no rain fade at SAN, 3 dB additional gain. 6.58.2.2.2.3. The receive subsystem, including demodulators, shall operate over a signal range of ICO signals as defined. 6.58.2.2.3. PROTECTION TO THE ADJACENT FREQUENCY INTERFERENCE 6.58.2.2.3.1. A BPF shall be able to be inserted, if required, before each LNA to protect the receivers against terrestrial systems operating at less than -30 dBm beyond 60 MHz outside the receive band. 6.58.2.2.3.2. Insertion loss of the BPF shall not be greater than 0.2 dB. 6.58.2.2.4. TOLERABLE RECEIVER INPUT LEVEL 6.58.2.2.4.1. The receive subsystem shall withstand the input level of -20 dBm at the LNA input without damage. 6.58.2.2.5. GAIN STABILITY 6.58.2.2.5.1. The RFT receive subsystem gain including IFL shall be maintained within plus or minus 3 dB over the environmental range of operation specified in Section 6.58.6.1 and below, assuming AGC is disabled. Outdoor temperature: -20 to +55 deg. Centigrade Outdoor relative humidity: 0%-100% 6.58.2.2.6. FREQUENCY STABILITY 6.58.2.2.6.1. The frequency stability of the RX subsystem for communication carriers shall be so that the requirements in Section 6.58.4.4 is met when the AFC is enabled. 6.58.2.2.6.2. The receive frequency stability for the TT&C carrier shall be referred to the TT&C to SAN Interface Control Document 6.58.2.2.6.3. The local oscillators of the TT&C down-converters shall be independent of the SAN Master Reference Oscillators. 6.58.2.2.7. TOTAL PHASE NOISE INDUCED BY THE SAN RECEIVE PATH 6.58.2.2.7.1. The single sideband noise spectral density induced on any received carrier shall not exceed the values given below with the AFC function enabled: Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz; F in Hz) 10 - 100 Hz -12 - 25 log F 100 - 800 Hz -22.2 - 19.9 log F 0.8 - 10 kHz -80 dBc 10 - 20 kHz +52.8 -33.2 log F Page 107 of 192 ICO PROPRIETARY AND CONFIDENTIAL 341 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 20 - 100 kHz -90 dBc 6.58.2.2.7.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.58.2.2.7.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.58.2.2.7.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.58.2.2.7.5. In addition to the above, the following requirements shall be met: 1. For offset frequencies up to 250 Hz, no discrete component shall exceed the limit mask by 10 dB. 2. For offset frequencies from 250 Hz to 100 kHz, no discrete component shall exceed - 50 dBc. 6.58.2.2.7.6. The above specification shall be met from the RF input to the LNA to the IF output to the Channel Units. 6.58.3. S-BAND PERFORMANCE REQUIREMENTS 6.58.3.1. S-BAND RX PERFORMANCE REQUIREMENTS 6.58.3.1.1. G/T 6.58.3.1.1.1. The receiving system G/T shall be at least 8.8 dB/K in the direction of the satellite over the entire receive pass-band under clear sky and average wind conditions. 6.58.3.1.1.2. This specification shall be met with the C-band and S-band transmitter operating at maximum operating output power. 6.58.3.1.2. RECEIVER DYNAMIC RANGE 6.58.3.1.2.1. The maximum composite PFD from ICO satellites, corresponding to SAN at centre of coverage is -100 dBW/m(2) excluding noise and intermodulation components generated by the satellite. 6.58.3.1.2.2. The expected PFD of S-band down link communication carriers will be: 1. TCH: -199 dBW/m(2) 2. BCCH: -115 dBW/m(2) 3. HPN: -105 dBW/m(2). Note that the variation of these values will not be much because the up-link fade will be compensated for by the ALC and there will be little downlink fade. 6.58.3.1.2.3. The receive subsystem shall operate over a signal range of ICO signals as described above. 6.58.3.1.3. RECEIVE FREQUENCY STABILITY 6.58.3.1.3.1. The frequency stability of the S-band RX subsystem shall be better than +/- 5 Hz. 6.58.3.1.4. RECEIVE GAIN STABILITY 6.58.3.1.4.1. Gain stability of the receive subsystem excluding IFL shall be better than +/- 3 dB. 6.58.3.1.5. RECEIVE GAIN CALIBRATION REQUIREMENT 6.58.3.1.5.1. Provision shall be provided to insert a standard signal generator signal with a known level to the S-band LNA input port to calibrate the gain of the S-band receive path any time as necessary to meet the receive level measurement requirement specified in Section 6.58.3.1.6. 6.58.3.1.6. C-S LOOPBACK BCCH MONITOR 6.58.3.1.6.1. The S-band BCCH power monitor shall measure signal level of the received BCCH, which was transmitted by own SAN. Page 108 of 192 ICO PROPRIETARY AND CONFIDENTIAL 342 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.58.3.1.6.2. All the signal level information thus gathered on the transponder and link shall be reported to the SRMS/SRMC. The SRMC will receive this information from all 12 SANs and by processing over time, the SRMC will be able to verify transponder EIRP and gain settings. Among others, the SAN SRMS will use the gathered data to adjust the SAN EIRP of the BCCH and other carriers so that their S-band EIRP from the satellite will be expected to be within plus or minus 1.5 dB of the specified values. 6.58.3.1.6.3. The gain of the SAN S-band receive chain shall be calibrated as specified in Section 6.58.3.1.5 so that the accuracy of the measured BCCH levels is better than plus or minus 1.0 dB. 6.58.3.1.7. RECEIVER PHASE NOISE 6.58.3.1.7.1. The single sideband phase noise spectral density induced on any received carrier shall not exceed the values given below: Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz; F in Hz) 10 - 100 Hz -12 - 25 log F 100 - 800 Hz -22.2 - 19.9 log F 0.8 - 10 kHz -80 dBc 10 - 20 kHz +52.8 -33.2 log F 20 - 100 kHz -90 dBc 6.58.3.1.7.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.58.3.1.7.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.58.3.1.7.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.58.3.1.7.5. In addition to the above, the following requirements shall be met: 1. For offset frequencies up to 250 Hz, no discrete component shall exceed the limit mask by 10 dB. 2. For offset frequencies from 250 Hz to 100 kHz, no discrete component shall exceed - 50 dBc. 6.58.4. DOPPLER MEASUREMENT AND COMPENSATION PERFORMANCE REQUIREMENTS 6.58.4.1. PHASE NOISE 6.58.4.1.1. The AFC compensation system shall meet the performance requirements in the presence of phase noise on the received C-to-C pilot. 6.58.4.1.2. The phase noise induced by the AFC system shall be such that the overall phase noise specification in Section 6.53.1.14 shall be met. 6.58.4.2. CONTROL STEP SIZE AND RANGE 6.58.4.2.1. The AFC system shall have a frequency control capability in phase continuous steps of no more than 1 Hz, up to a minimum of plus or minus 42 kHz of nominal frequency. 6.58.4.3. AFC ACQUISITION TIME 6.58.4.3.1. AFC acquisition time is defined as the time that the AFC compensation error becomes within the specification given in Section 6.58.4.4 after the reception of the pilot signals by the antenna. 6.58.4.3.2. AFC acquisition time shall be less than 1 minute from any initial state, and less than 20 seconds when the initial prediction by using the satellite ephemeris data is available. 6.58.4.4. AFC ERROR AND RESPONSE SPEED 6.58.4.4.1. The AFC system shall meet the following requirements: 1. Threshold C/N[o] 45 dBHz 2. Input signal characteristics Frequency variation range less than plus or minus 72 kHz Change rate less than 38 Hz/sec Page 109 of 192 ICO PROPRIETARY AND CONFIDENTIAL 343 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- Satellite LO drift less than 10(-8) (long term) less than 10(-10)(for 10 seconds) 3. Frequency compensation error Transmit (SAN IF to Satellite S - band output): less than plus or minus [6]Hz at centre frequency 4. Receive (Satellite S - band input to SAN IF): less than plus or minus [6]Hz at centre frequency 6.58.5. AUTOMATIC POWER CONTROL (APC) 6.58.5.1. C-BAND TRANSMIT POWER CONTROL RANGE 6.58.5.1.1. The automatic power control subsystem shall be able to adjust EIRP for path loss variation of up to + 3 dB of the clear sky value, and the satellite gain variation over time up to 3 dB peak-to-peak. 6.58.5.1.2. Total automatic power control range shall be at least 20 dB. 6.58.5.2. C-BAND TRANSMIT POWER CONTROL ACCURACY 6.58.5.2.1. The expected accuracy of this control shall be better than plus or minus 1.0 dB at the satellite C-band receive antenna output. 6.58.6. RFT SHELTER 6.58.6.1. ENVIRONMENTAL CONDITIONS 6.58.6.1.1. The RF equipment shall be installed in the RFT shelter or building located near each antenna. 6.58.6.1.2. The environmental conditions inside the RFT Shelter shall be controlled to meet the conditions specified below: Temperature: +10 to +40 deg. Centigrade Relative humidity: 5%-95% 6.58.6.2. CABLING BETWEEN THE ANTENNA AND THE RFT EQUIPMENT 6.58.6.2.1. Cable loss between the Antenna and the RFT equipment shall be such that C-band and S-band performance requirements specified in Section 6.58.2 and Section 6.58.3 be met. 6.58.6.3. CABLING BETWEEN THE RFT SHELTER AND THE MAIN BUILDING 6.58.6.3.1. Channel Units will be located in the central building separated from the RFT Shelters. 6.58.6.3.2. The cabling for IF and LAN signals between the RFT Shelter and the Main Building shall be redundant for any cable carrying signals for more than 1 RFT. 6.58.6.3.3. Cable loss between the RIFT equipment and the Channel Units shall be such that C-band and S-band performance requirements specified in Section 6.58.2 and Section 6.58.3 are met. 6.58.6.3.4. Specifically, the amplitude response, and its variation, of the cable shall be taken into account to meet the EIRP level accuracy and stability requirements specified in Section 6.53.1.6. 6.58.7. RFT DOWNLINK REQUIREMENTS FOR TT&C 6.58.7.1. APPLICABILITY 6.58.7.1.1. The specifications in this section shall apply, over the operating temperature range, to the overall receive downlink path defined from the antenna feed output ports to the IF interface ports of the GCE. 6.58.7.2. BANDWIDTH AND GAIN 6.58.7.2.1. The 10 dB bandwidth shall be greater than plus or minus 3 MHz and not greater than plus or minus 25 MHz. Page 110 of 192 ICO PROPRIETARY AND CONFIDENTIAL 344 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.58.7.2.2. The gain stability shall be within plus or minus 1 dB excluding the gain variation due to the IFL and the gain variation across the passband shall be less than 1 dB. The gain variation of the IFL shall be less than [plus or minus 2.5] dB. 6.58.7.2.3. The nominal level of the telemetry beacon signal at IF, corresponding to a power flux density at the antenna surface of -158 dBW/m(2), shall be -45 dBm. 6.58.7.3. FREQUENCY CONVERSION 6.58.7.3.1. The overall frequency offset shall be less than plus or minus 10kHz from the nominal frequency. The frequency translation equipment shall not be synchronised to the SAN master frequency source. The system shall not invert the spectrum of the received signal. 6.58.7.4. PHASE NOISE 6.58.7.4.1. Phase noise spectral density shall not exceed the mask defined by the following breakpoints: -37 dBc/Hz 10 Hz offset -62 dBc/Hz 100 Hz offset -80 dBc/Hz 3000 Hz offset 6.58.7.5. SPURIOUS SIGNALS (TBR) 6.58.7.5.1. The level of spurious signals shall be less than -56 dBm and the level of the thermal noise shall be less than -60 dBm in any 4kHz band within the receive band provided that the signal output level from the downconverter is -26 dBm. 6.58.7.6. GROUP DELAY 6.58.7.6.1. Group delay variation shall be less than 3 ns/MHz within the receive passband. Group delay stability shall be better than 12 ns/6 months for levels between -10d6 to +5dB of the nominal level. 6.58.8. RFT UPLINK REQUIREMENTS FOR TT&C 6.58.8.1. APPLICABILITY 6.58.8.1.1. The specifications in this section shall apply, over the operating temperature range, to the overall transmit uplink path defined from the IF interface ports of the GCE to the antenna feed input port. 6.58.8.2. BANDWIDTH AND GAIN 6.58.8.2.1. The 10 dB bandwidth shall be greater than plus or minus 3 MHz and less than plus or minus 25 MHz. 6.58.8.2.2. The gain stability shall be better than plus or minus 0.5 dB in any 3-hour period and better than plus or minus [2.5] dB overall. The variation of the gain across the passband shall be less than 1 dB. 6.58.8.3. FREQUENCY CONVERSION 6.58.8.3.1. The frequency stability shall be better than plus or minus 5 kHz. The frequency translation equipment shall not be synchronised to the SAN master frequency source. The system shall not invert the spectrum of the transmitted signal. 6.58.8.4. PHASE NOISE 6.58.8.4.1. Phase noise spectral density shall not exceed the mask defined by the following breakpoints: -37 dBc/Hz 10 Hz offset -62 dBc/Hz 100 Hz offset -80 dBc/Hz 3000 Hz offset Page 111 of 192 ICO PROPRIETARY AND CONFIDENTIAL 345 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.58.8.5. SPURIOUS AND HARMONIC SIGNALS 6.58.8.5.1. Over the operating transmit power range, the level at the antenna transmit port of spurious signals shall be less than -43 dBW/4 kHz and the radiated harmonics shall be at less than -50 dBc. This is measured from the feed horn to the IF interface. The maximum spurious level from the TT&C modulator shall be less than -80dBm. 6.58.8.6. GROUP DELAY 6.58.8.6.1. Group delay variation shall be less than 3 nanoseconds/MHz within the transmit band. Group delay stability shall be better than 12 nanoseconds/6 months over the transmit power range. 6.59. PCS REQUIREMENTS 6.59.1. GENERAL PCS REQUIREMENTS 6.59.1.1. Each SAN of the IGF shall include a PCS subsystem. 6.59.1.2. The detailed command formats and protocols to be exchanged between the ICO Ground Network and the ICO satellites shall be as specified in the Payload Spacecraft-Ground Interface Control Document. 6.59.1.3. The PCS subsystem shall interface with primary and backup NMC for the purpose of exchanging data. 6.59.1.4. Where exchange of data with NMC is specified in the following sections, it shall be interpreted as meaning exchange of data with either or both the primary and the backup NMC. 6.59.1.5. The PCS subsystem shall interface with the HPN subsystem for receiving real-time command information. This information is transferred to the PCS on an HPN frame basis (nominally 20 secs) and contains a schedule of the control commands that are to be transmitted by the PCS. For each control command, the desired beam and frequency within the beam to be selected are specified. 6.59.1.6. The PCS subsystem shall interface to the reference clock and system timing subsystem of the SBS to receive a 10 MHz reference clock and a GPS based time reference (absolute time code, and 1 pulse per second signal). In addition, a time varying delay to the satellite information with an accuracy of [5 microseconds] for each visible satellite shall be provided to the PCS. 6.59.2. SECTION NOT USED 6.59.3. PCS SUBSYSTEM CONTROL FUNCTIONS 6.59.3.1. The PCS subsystem shall translate channelisation plans for the communications and HPN transponder into satellite payload control commands. 6.59.3.2. The PCS subsystem shall transmit payload control commands to the ICO satellites such that they are available for use according to the channelisation plans. 6.59.3.3. The PCS subsystem shall send the payload status information to the NMC. 6.59.4. SATELLITE ACCESS 6.59.4.1. The PCS subsystems at all SANs shall be co-ordinated to ensure that only one PCS subsystem can access a particular satellite configuration channel at a given time. 6.59.5. PAYLOAD AND GROUND SYSTEM SYNCHRONISATION 6.59.5.1. The IGF shall adjust the time tag of the stored command according to the difference between the satellite clock and the reference system time provided by the SCC. 6.59.5.2. The PCS subsystem shall start transmission of the PCS commands within 1 second of the time specified by the SRMC. 6.59.5.3. The PCS subsystem shall generate an alarm when the commands have not been successfully received by the satellite within the duration specified by the SRMC. 6.59.6. PAYLOAD SRMS TELEMETRY PROCESSING, FILTERING AND ARCHIVING 6.59.6.1. The PCS subsystems shall provide the satellite SRMS telemetry data (ST) associated with the communications payload functions of each satellite to the NMC. Page 112 of 192 ICO PROPRIETARY AND CONFIDENTIAL 346 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.59.7. SECTION NOT USED 6.59.8. PAYLOAD STATUS 6.59.8.1. The PCS subsystem shall validate that stored commands transferred to each satellite have been successfully received. 6.59.8.2. The PCS subsystem shall resend any stored commands that have not been successfully received an NMC configurable number of times. 6.59.8.3. Any deviations from the planned and actual payload configuration shall be made known to the NMC within [10] Seconds. 6.59.8.4. The IGF shall ensure that an incompatibly configured payload alarm is made known to the sub-satellite network and to the SANs sharing satellites with overlapping footprints within [20] Seconds. 6.59.8.5. The PCS subsystem shall transfer information on the satellite S-band and C-band transmit power value to the NMC at a configurable interval from 2 to 20 seconds initial value 5 seconds. 6.59.9. PAYLOAD CONFIGURATION 6.59.9.1. COMMUNICATIONS TRANSPONDER CONFIGURATION 6.59.9.1.1. GENERAL 6.59.9.1.1.1. The PCS subsystem shall configure the communications transponder using stored commands. 6.59.9.1.1.2. The PCS shall accept payload commands from the NMC. 6.59.9.1.2. STORED COMMUNICATIONS TRANSPONDER COMMANDS 6.59.9.1.2.1. The PCS subsystem shall configure and maintain the satellite communications transponder to implement the satellite channelisation plans output from the Channelisation Planning Function (including configuration of the mapping of feeder to Mobile link, and filter gain in each beam) of the NMC. 6.59.9.2. HPN TRANSPONDER CONFIGURATION AND UTILISATION 6.59.9.2.1. GENERAL 6.59.9.2.1.1. The PCS subsystem shall configure the valid HPN index table on each satellite using a combination of stored commands to update index table entries and real-time commands for index table swapping commands. 6.59.9.2.1.2. The PCS shall accept payload commands from the NMC. 6.59.9.2.1.3. The PCS subsystem shall send the appropriate real-time commands synchronously to the satellite to permit HPN message transmission and index table selection. 6.59.9.2.2. HPN TRANSPONDER CONFIGURATION AND CO-ORDINATION 6.59.9.2.2.1. The SRMC shall plan, generate and send to the NMS the HPN channelisation plans (HPN BFG triplet tables) for the constellation consistent with continuous availability of the HPN transponder capacity. 6.59.9.2.2.2. The PCS shall implement the HPN channelisation plan provided by the NMC. 6.59.9.2.2.3. The HPN subsystem shall indicate to the PCS, the beam number and frequency associated with each HPN message being transmitted. The PCS shall map this information to the appropriate entry in the active BFG table. 6.59.9.2.3. STORED PAYLOAD COMMANDS 6.59.9.2.3.1. The PCS shall configure the HPN index table entries via stored payload commands uploaded to the satellites on the SRMS Command Channel (SC) according to the HPN channelisation plan. 6.59.9.2.3.2. The PCS shall select the appropriate backup HPN index table to be the standby index table according to the HPN channelisation plan. 6.59.9.2.3.3. The PCS shall be able to modify standby and backup HPN channelisation plans when required by the NMC via the SC channel. Page 113 of 192 ICO PROPRIETARY AND CONFIDENTIAL 347 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6.59.9.2.4. REAL-TIME PAYLOAD COMMANDS FOR CONFIGURATION AND UTILISATION 6.59.9.2.4.1. The HPN subsystem and PCS subsystem shall transmit messages (HPN) and index table selection/swapping commands (PCS) respectively ensuring that consistent index tables become available with no loss in HPN transponder capacity. 6.59.9.2.4.2. The IGF shall permit the HPN transponder to be accessed on a per-burst basis from any SAN in view of the satellite. Page 114 of 192 ICO PROPRIETARY AND CONFIDENTIAL 348 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7. NETWORK MANAGEMENT SYSTEM 7.1. GENERAL REQUIREMENTS 7.1.1. REQUIREMENTS FOR NEW ELEMENTS 7.1.1.1. Section 7.1 covers general functionality to. be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.1.2. NETWORK MANAGEMENT 7.1.2.1. It is a general requirement that the Network Management System complies to GSM-12 Standards and refers to TMN Standards, whenever possible. 7.1.2.2. The NMS consists of: 1. Network Management Centre (NMC). 2. Backup NMC. 3. SAN Operations Support System (SAN-OSS) at each SAN, including the Operational Test and Development Facility (OT&DF) (refer to Section 12) 4. Network Elements Operation and Maintenance (OAM). 7.1.2.3. The NMS shall provide the following management services for the ICO network: 1. Configuration Management. 2. System Administration. 3. Fault Management. 4. Performance Management. 5. Security Management. 6. Accounting Management. 7. Trouble Ticket Management. 7.1.2.4. The NMS shall provide management services for the following: 1. The NMC equipment and Back-up NMC (namely the main NMS platform including the Link-OS) 2. Satellite Resource Management Centre (SRMC) and Back-up SRMC. 3. Node Operation System (Node-OS): a. Mobile Satellite Switching Centre. b. Visitor Location Register. c. IGF Messaging Platform. (OPTION) d. Home Location Register. e. Authentication Centre/Equipment Identification Register. f. Interworking Location Register. (OPTION) g. Signalling System 7. h. Intelligent Networks (F/R) 4. Satellite Access Node-OSS. 5. Administration Data Centre. 6. High Power Notification. 7. Payload Command System. 8. Radio Frequency Terminal (this includes the shared Telemetry, Tracking and Control equipment). 9. Satellite Base Station. a. Channel Unit. b. Channel Manager. c. Real Time Resource Manager. d. GPS Receiver equipment. e. Ethernet switch. 10. Terrestrial Network Manager. 11. Digital Communication Network. 12. Forced Call Routing. (F/R) 7.1.2.5. The NMS shall support multiple MMIs which can be distributed in multiple locations. 7.1.2.6. The NMS shall be able to retrieve events, alarms and configuration reports from network elements. Page 115 of 192 ICO PROPRIETARY AND CONFIDENTIAL 349 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.2.7. The NMS shall provide a "reach through" capability e.g. via X-Windows, to allow management of network elements and/or element management systems remotely. 7.1.2.8. The NMS shall use a client-server architecture. 7.1.2.9. The operating systems and protocols used for the NMS shall have the following features: 1. controlled by an industry standard. 2. commercially available with product support. 3. consistent with open systems concepts. 4. multiprocessing. 5. compatible between the client and server. 7.1.2.10. The DBMS and all third party application software used for the NMS servers shall be commercially available with product support. 7.1.2.11. The programming languages used to develop the NMS application code shall have the following features: 1. controlled by an industry standard. 2. commercially available with product support. 3. support for major hardware and software platforms. 4. support for object oriented programming. 5. supported with development and management tools which are commercially available with product support 7.1.2.12. The NMS monitoring capability shall support: 1. event-driven philosophy 2. polling 3. event-driven and polling 4. the monitoring strategy shall be user selectable, where possible. 7.1.2.13. The NMS architecture shall be such that future network elements can be harmonised for network management purposes through the application of standardised and recognised interfaces. For example, this requirement is needed to cater to two types of system interconnections: 1. Interconnection with other network carrier management systems for the exchange of network management data. 2. Interconnection with new systems operated from the NMC. Items which fit into this category are the Legal Interception Management System, Fraud Management System, Key Management System and future monitoring systems. 7.1.2.14. Network Management related Operator actions shall be logged. 7.1.2.15. (F/R) The NMS shall be designed to support: 1. electronic documentation system; 2. the EDS shall provide system diagrams, maps, etc.; 3. on-line fault recovering procedure; EDS shall be complemented by hard-copies of all documents. Relevant user manuals, operator instructions, etc. shall be provided in electronic format to allow integration into a general EDS (e.g.: hypertext application). 7.1.2.16. The NMS shall encompass a facility to enable offsite personnel and sites to be contacted and provided with relevant information (e.g. trouble tickets, maintenance instructions, etc.). It shall be possible to: 1. support an independent e-mail/paging/alerting local and geographical network provided by ICO and NEC; 2. the e-mail/paging/alerting network shall be compliant with industry standards for transport, encryption, security, etc.; 3. the e-mail/paging/alerting network shall connect all ICO specified nodes; 4. failure of e-mail/paging/alerting network shall not impact any ICO node (e.g.: must be an independent LAN) 7.1.2.17. The management of the ICO system is accomplished via the Network Management System (NMS) - elements of which exist at all ICO subsystems. 7.1.2.18. The NMS is a hierarchical system with lower levels of management being performed by the elemental OAM. 7.1.2.19. The information from the elemental OAMs is integrated/mediated where possible (e.g. the SAN-OSS) prior to being transported to the highest level in the NMS hierarchy - the NMC. The NMC also manages the communications, signalling and administrative links between the ICO elements. Page 116 of 192 ICO PROPRIETARY AND CONFIDENTIAL 350 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.2.20. The NMC performs non real time functions of alarm and fault management, performance management, configuration management, security management and to a lesser degree accounting management. 7.1.2.21. The NMC is used to maximise ICO reliability, effectiveness, and responsiveness. 7.1.2.22. The NMC provides services to the upper layers of TMN - the Business and Service Management layers. 7.1.2.23. The NMC provides one major specific configuration management function via the Satellite Resource Management Centre (SRMC) for the management of ICO resources at the SANS and on the Satellite. 7.1.2.24. The NMC incorporates SRMC elements responsible for the satellite channelisation. 7.1.2.25. The NMC incorporates tools enabling operators to reconfigure and manage and fine tune the ICO system. 7.1.2.26. The NMC monitors and responds to network traffic changes, alarms, faults etc. 7.1.2.27. There are two NMC - the Primary NMC and a back-up NMC. NM data from the Network elements is transported concurrently to both NMCs (i.e. full functionality at both centres) the only exception being that the databases at the B-NMC may not be in full real-time synchronism with the Primary NMC databases. 7.1.2.28. There may be a direct connection between the NMC and the B-NMC 7.1.2.29. In the event of Primary NMC failure all NM operations (including SRMC/SRMS) are switched over to the back-up. The switchover is via operator command. The delay associated with the switchover is not to exceed [10] minutes. 7.1.2.30. (F/R) The NMC also contains the management system for the ICONET (the Network Traffic Manager) 7.1.2.31. Full NM functionality at the NMC is accessible via user friendly graphical user interfaces (GUIs) 7.1.2.32. The NMC supports Application Programmable Interfaces (API's) which allows for system expansion. 7.1.2.33. Legal Interception and Subscriber tracing capability is also provided at the NMC/B-NMC via the MSSC. 7.1.2.34. Fraud Control is provided at the NMC/B-NMC via the MSSC. 7.1.2.35. The NMC supports the NM requirements and interfaces to the SCC and the ADC. 7.1.3. DATA ARCHIVING 7.1.3.1. The NMS shall support archiving of the following data: 1. System performance statistics. 2. Event logs. 3. Alarm history. 4. Trouble ticket data. 5. Management Reports. 7.1.3.2. The NMS shall provide the capability for managing long term archiving of data. The long-term archive shall hold a minimum of 90 days of data storage. 7.1.3.3. The NMS shall provide the capability to access archived data locally and remotely. 7.1.3.4. Each site shall be able to maintain archiving procedures in isolation of other sites. 7.1.4. APPLICATION PROGRAMMING INTERFACE 7.1.4.1. The NMS shall supply libraries of open Application Programming Interfaces (APIs) for interfacing standard application programs (e.g. maintenance database, report generator, etc.). 7.1.5. REPORT MECHANISMS 7.1.5.1. The NMS shall provide reports on the following: 1. Performance data. 2. Current status data. 3. Diagnostic Tests. 4. Trouble Ticket reports. 5. Alarm data. 6. Event log data. 7.1.5.2. The NMS shall be able to produce custom reports with differing levels of detail suitable for management, technical and operational staff. 7.1.5.3. The NMS shall be able to produce reports automatically or on an ad hoc basis. Page 117 of 192 ICO PROPRIETARY AND CONFIDENTIAL 351 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.5.4. The NMS shall be able to provide reports in the following manner: 1. MMI window. 2. Printer. 3. Disk File. 7.1.5.5. It shall be possible to export the generated report file from the NMS platform into a universal PC based environment. 7.1.6. SOFTWARE UPGRADES 7.1.6.1. The NMS shall be able to support the download of software to network elements which have software upgrade functionality. This capability can be through the network element's OAM. 7.1.6.2. The NMS shall provide the ability to store the following software: 1. Current executable software. 2. Replacement executable software. 3. Fallback executable software. 7.1.6.3. The NMS shall provide the ability to store the following information about each piece of software: 1. version number. 2. date installed. 3. description. 4. developer and contact number. 7.1.6.4. The NMS shall provide the ability to perform a consistency check of software to check that the version number of the software in the network elements across SANs are consistent and in accordance with the overall NMS master plan (Software Inventory). 7.1.6.5. The NMS shall provide the ability to command a network element to change over to the replaceable executable software. 7.1.7. NETWORK MANAGEMENT CENTRE AND SAN-OSS 7.1.7.1. NETWORK MANAGEMENT CENTRE 7.1.7.1.1. The NMC shall initially be the centralised command centre of the NMS. However, the architecture proposed shall not preclude the ability to distribute management services outwards into the network at a later date. 7.1.7.1.2. The NMC shall provide a global view of the network status. 7.1.7.1.3. The NMC shall be able to perform the functions of a SAN-OSS for a selected SAN. 7.1.7.1.4. There shall be a backup NMC provided, that is functionally identical with the NMC. 7.1.7.1.5. The backup NMC shall be kept synchronous with the primary NMC to allow manual switch-overs when authorised. 7.1.7.1.6. The backup NMC shall be able to be used for routine monitoring operations in normal operational circumstances (i.e. when the main NMC is fully available). 7.1.7.1.7. During failures between Management Levels, each level shall store messages for restoration purposes. 7.1.7.2. SAN-OSS 7.1.7.2.1. Each SAN shall include a SAN Management System. 7.1.7.2.2. The SAN Management System shall comprise of: 1. Element Management System (referred to as the SAN-OSS) for the network management of all the local elements resident at the SAN site. 2. SAN Satellite Resource Management System (SRMS) for the distribution and co ordination of satellite resource data. 7.1.7.2.3. The SAN-OSS shall form a part of the overall network management capability required to monitor and control the entire ICONET. As such it shall act as an agent and mediation function to the higher level NMC network management system and hence act as a gateway between the NMC and the site elements. 7.1.7.2.4. The SAN-OSS shall be responsible as far as is possible for the management of the network elements resident at the site. The SAN-OSS shall also include provisions to allow for future expandability to cater for additional network elements which may prove necessary. Page 118 of 192 ICO PROPRIETARY AND CONFIDENTIAL 352 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.7.2.5. The SAN-OSS shall have the capability to collect, filter alarms, action and/or distribute relevant network management information to the NMC and the sub-system OAMs. Some of these tasks shall occur on a real-time basis. 7.1.7.2.6. The SAN-OSS shall conform to internationally recognised network management standards and adopt industry recognised network management protocol(s) where possible. Interfacing to the NMC shall adopt an internationally recognised network management protocol. 7.1.7.2.7. The SAN-OSS shall incorporate provisions for fault, configuration, performance and security management, compliant with industry recognised practises. 7.1.7.2.8. In addition, it shall be possible for all the SAN-OSS to continually operate the SAN NEs in the event of an NMC failure. 7.1.7.2.9. It shall be possible to operate the SAN-OSS from the NMC site. 7.1.7.3. SAN SRMS 7.1.7.3.1. The SAN SRMS shall be responsible for providing the satellite resource data such as the BTFP and the satellite channelisation plan for the other relevant sub-systems within the SAN in an appropriate format. The SAN SRMS shall receive the original of such satellite resource data from the NMC in advance and shall derive detailed data from the received information. 7.1.7.3.2. Fault, performance, configuration and security management of the SAN SRMS shall be achieved via the SAN-OSS. 7.1.8. MAN MACHINE INTERFACE REQUIREMENTS 7.1.8.1. GENERAL 7.1.8.1.1. The requirements of Section 7.1.8 are specific to the MMI at the NMC and SAN-OSS. However, they should also be considered at the network element level, where possible and practical (i.e. for new developments). 7.1.8.1.2. For the purposes of network management then the NMS MMI shall be taken to encompass the totality of the MMI features available at each level in the system hierarchy (e.g. NMC LINK-OS, NODE-OS, SAN-OSS and individual NE OAMs). Hence, as you move down from the top level MMI to the network elements then additional functionality and options will be uncovered, depending upon the set user privileges. 7.1.8.1.3. Within the MMI it shall be possible to distinguish between different user types in order to dictate the MMI functionality that is to be made available. For example, an Operator within the NMC may be allocated a more reduced version of the SRMC MMI focused towards monitoring and control whereas the network planner will be given all the engineering rights to change the planning process or analyse the data. 7.1.8.1.4. All MMIs shall provide system administration functions for the logical and/or physical area being managed. 7.1.8.1.5. MMI code developed shall conform to recognised graphical user interface industry standards (e.g. Motif/Xl 1, Windows, etc.). In general, standard windowing constructs such as multiple windows, tiling, icons, pop-ups, alerts, etc. shall be encompassed. 7.1.8.1.6. The MMI shall encompass the WYSIWYG (What You See Is What You Get) approach and employ the point-and-click approach. However, the MMI shall be [fully] controllable from the keyboard to guard against a failure in the pointing device. 7.1.8.1.7. Within the NMC it shall be possible to access the different systems required to fulfil the normal network management operations (e.g. SAN-OSS, NODE-OS, SRMC etc.) from a single workstation and through a single, uniform top level MMI. This MMI level shall be referred to as the "Overall NMC MMI". 7.1.8.1.8. The Overall NMC MMI shall distinguish between two key elements: 1. The network status displays which shall present the real time status of the network. 2. The controller workstation which shall activate various applications and be used for operator commanding. 7.1.8.1.9. From the Overall NMC MMI the Controller shall be able to activate the following MMI levels: 1. LINK-OSS 2. SRMC 3. NODE-OSS Page 119 of 192 ICO PROPRIETARY AND CONFIDENTIAL 353 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.8.1.10. The NMC MMI shall be produced in liaison with ICO during the requirements and design phases. 7.1.8.1.11. An MMI Style Guide shall be developed and agreed with ICO. In addition, an NMC MMI Document shall be produced to define the actual screen layouts. 7.1.8.1.12. All MMIs shall support operator features such as on-line help information, system administration functions, display settings, etc. 7.1.8.1.13. The NMS MMI shall support a standard Graphical User Interface (GUI) such as X-Windows, Motif or Windows. 7.1.8.1.14. The NMS MMI shall follow the concepts of the GUI style guidelines and in line with ICO Operational concepts. This style guide shall be agreed with ICO. 7.1.8.1.15. The NMS MMI shall support multiple active windows. 7.1.8.1.16. The NMS MMI shall supply on-line help for system functions. 7.1.8.1.17. It shall be possible for authorised operators to modify the on-line help messages. 7.1.8.1.18. The NMS MMI shall support user specified window manager preferences. 7.1.8.1.19. English shall be the user interface language for the NMS MMI. 7.1.8.1.20. The NMS MMI shall allow for the user configuration of window parameters. 7.1.8.1.21. The NMS MMI shall provide graphical views of the network. These views shall be hierarchically linked to enable movement from one view to another. 7.1.8.1.22. The NMS MMI top level view shall have a world map which can display a near realtime representation of the following user selected information: 1. location and alarm status of the NMC sites. 2. location and alarm status of the SAN sites, ADC, SCC sites and [OT&DF]. This information may be transported by means other than by the TNM or DCN. 3. intersite links and their status. 7.1.8.1.23. The NMS MMI shall support an Operator configuration facility during network expansion for the addition of new Network Elements. 7.1.8.1.24. A change in the reporting status of a network element (e.g. normal to alarm condition) shall be visually communicated by changing the colour of the representative screen object, this colour will align with the current severity of the condition. 7.1.8.1.25. The NMS MMI shall provide a graphical legend for map symbols and icons. 7.1.8.1.26. The NMS MMI shall provide an alarm viewer for viewing current alarms and alarm history. 7.1.8.1.27. The NMS MMI alarm viewer shall allow for displaying different alarm severities. 7.1.8.1.28. The NMS MMI shall provide a current alarm summary window which provides a count of alarms for each alarm severity. 7.1.8.1.29. The NMS MMI shall provide an alarm description lookup to provide additional information concerning each alarm and advice on recovery action 7.1.8.1.30. The NMS MMI shall be designed with consideration for Operators' Health, Safety and comfort 7.1.8.1.31. It shall be possible to login to any SAN MMI system from the NMC. 7.1.8.1.32. The MMI shall include features to enable an authorised user to efficiently set-up, halt and debug the system operation. 7.1.8.2. LINK-OS MMI 7.1.8.2.1. The style of the LINK-OS MMI shall conform with that of the higher level Overall NMC MMI. 7.1.8.2.2. The LINK-OS MMI shall be used to consolidate the operation and maintenance across all the SAN sites. Hence, the LINK-OSS system is fed from the individual SAN-OSSs. 7.1.8.2.3. The LINK-OS shall be primarily operated by "front line" operators in the NMC. Hence, ease of use, simple operation activation and good human computer interaction shall be key features. 7.1.8.2.4. The LINK-OS MMI shall support filtered monitoring and alarming concerning the attached network elements. 7.1.8.2.5. The LINK-OS MMI shall enable control commands to be issued to the attached network elements in a consistent manner. Page 120 of 192 ICO PROPRIETARY AND CONFIDENTIAL 354 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.8.3. SRMC MMI 7.1.8.3.1. The SRMC MMI shall be designed bearing in mind two operational roles or user categories namely: 1. Operator - Responsible for the monitoring and management of the physical hardware and software elements making up the SRMC and for the distribution of the various resource plans produced. This task is on-line in nature. 2. Network Engineer - Responsible for the detailed planning and analysis of spectrum and resource management. This task is off-line in nature. 7.1.8.3.2. Bearing in mind the above user roles, the MMI shall: 1. be designed so as to maximise the ease of use and operation of the system bearing in mind the above roles. 2. Permit error tracing, error logging and error recovery. 3. Permit access to and the configuration of all SRMC functionality. 4. Display information in a concise and informative manner. 7.1.8.4. NODE-OS MMI 7.1.8.4.1. The NODE-OS shall be used within the NMC to manage the switching network and the mobility management databases. Hence, two levels of operation are envisioned: 1. Controller - Front line operator responsible for the real time monitoring and controlling of the network. 2. Switch Engineer - Responsible for the network planning, analysis and investigations. 7.1.8.4.2. The details presented shall be designed bearing in mind these two user groups. 7.1.8.4.3. The NODE-OSS MMI shall: 1. Alert the operator when alarm conditions occur. 2. Give the operator access to further information in order that operational decisions can be taken (e.g. network re-configurations). 3. Provide a facility to enable actions or commands to be issued. 7.1.9. BACKUP AND RESTORATION 7.1.9.1. The NMS shall support the following automatic data backup procedures: 1. Full backups of data and system software. 2. Incremental backups between the full backups of data changed since the last backup procedure where applicable. 7.1.9.2. The timing of automatic data backup procedure initiation shall be configurable by the NMS operators. 7.1.9.3. All backups and archives shall be transferred to media located at the same site as the system component containing the data. However, the architecture should not exclude the provision of eventual off -site storage for added security. 7.1.9.4. The NMS shall provide initiation commands for restoration functionality for recovery of data from full and where provided incremental backups. 7.1.9.5. The NMS shall allow restoration of backup data from storage media at the local and remote sites. 7.1.9.6. Each site shall be able to maintain backup procedures in isolation of other sites. 7.1.10. RELIABILITY AND AVAILABILITY 7.1.10.1. Each SAN-OSS shall have an availability of 99.99%. 7.1.10.2. Each NMC shall have an availability of 99.99%. 7.1.10.3. The MTTR shall be taken as 4 hours when on site spares are offered; this assumes that qualified personnel are already on site. 7.1.10.4. The MTTR shall be taken as 168 hours when no on site spares are offered. 7.1.10.5. From the initiation of take-over, the backup NMC device at the Backup NMC site shall assume the role of the NMC in 10 minutes or less. 7.1.11. PERFORMANCE 7.1.11.1. GENERAL 7.1.11.1.1. The NMC NMS/SAN-OSS computing architecture shall be designed to allow for expansion of processing capabilities into the future. Page 121 of 192 ICO PROPRIETARY AND CONFIDENTIAL 355 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.11.1.2. The NMC NMS/SAN-OSS system performance shall not be compromised by the addition of new SANs and new satellites in accordance with the ICO Traffic Model. 7.1.11.1.3. A warning facility shall be available to inform the operator when spare disk capacity is low. It shall be possible to set the threshold for this type of reporting (e.g. disk 75% full). 7.1.11.2. SAN-OSS PERFORMANCE 7.1.11.2.1. The transaction processing capability of the SAN-OSS is dependent upon the average event rates of the network elements. These rates shall be confirmed at PDR. However, at this point the SAN-OSS shall initially have a minimal processing capability of 2 events/second under normal working conditions. 7.1.11.2.2. The SAN-OSS shall have the capability to queue excess event messages (awaiting processing) for a minimum period of 30 minutes, under normal working conditions. 7.1.11.2.3. The time taken to report a detected tagged network element alarm (that affects network operations) to the network display at the SAN-OSS shall not exceed 20 seconds 7.1.11.2.4. A minimum of 30 days of event log information shall be stored [on-line] at the SAN-OSS. 7.1.11.2.5. The SAN-OSS shall be able to serve a minimum of 8 concurrent operator users. 7.1.11.2.6. The system response time to the SAN operator on any operator request shall be less than 10 seconds excluding the following: 1. network element execution time; 2. intersite data transfer time; 3. request for start-up/shutdown of devices; 4. requests that require retrieval and/or processing of large amounts of data. 7.1.11.2.7. In the case of an exception then a response shall be provided back to the operator within 5 seconds with confirmation that the request has been received and is being actioned. 7.1.11.2.8. SAN-OSS shutdown/start-up under normal working conditions shall not exceed 10 minutes. 7.1.11.2.9. The SAN-OSS shall be able to run and store data in isolation from the NMC/BNMC for up to 48 hours. 7.1.11.3. NMC NMS PERFORMANCE 7.1.11.3.1. The NODE-OS shall have the capability to process up to 1 event/second under normal working conditions. 7.1.11.3.2. The NODE-OS shall have the capability to process 5000 alarms per day on average. 7.1.11.3.3. The NMC NMS (Link-OS) shall have the capability of processing a minimum of [15] events/second under normal working conditions. 7.1.11.3.4. The NMC NMS shall have a capability to queue excess event messages (awaiting processing) for a minimum of 30 minutes under normal working conditions. 7.1.11.3.5. The time taken to report a detected tagged network element alarm (that affects network operations) to the network display at the NMC shall not exceed 30 seconds under normal conditions. 7.1.11.3.6. A minimum of 90 days of event log information shall be stored [on-line] at the NMC. 7.1.11.3.7. The NMC NMS shall be able to serve a minimum of 8 concurrent operator users. 7.1.11.3.8. The system response time to the NMC operator on any operator request shall be less than 10 seconds excluding the following: 1. network element execution time; 2. intersite data transfer time; 3. request for shutdown/start-up of devices; 4. requests that require retrieval and/or processing of large amounts of data. 7.1.11.3.9. In the case of an exception then a response shall be provided back to the operator within 5 seconds with confirmation that the request has been received and is being actioned. 7.1.11.3.10. NMC-NMS shutdown/start-up shall not exceed 10 minutes under normal working conditions. Page 122 of 192 ICO PROPRIETARY AND CONFIDENTIAL 356 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.1.12. SIZING 7.1.12.1. The NMS shall provide the required functions and be sized for all equipment and traffic capacity of the initial installation, and shall provide a capability for growth as detailed in the Sizing Requirements (Section 9.3). 7.1.13. EXPANDABILITY 7.1.13.1. The NMC and SAN-OSS shall support the addition of network elements for network expansion as specified in 6.23 and 7.8. 7.1.14. OPERATIONAL TESTING CAPABILITIES 7.1.14.1. The NMS shall have the capability and necessary facilities and tools to undertake diagnostic tests on the detection of a failure or potential problem. [This shall encompass the ability to set up end-to-end test calls (as specified in ICO services requirements) between two or more parties and monitoring/logging all traces through the various subsystems. 7.1.14.2. This feature shall use the logging data to provide an integrated view of the call trace and validate the functioning of the ICO System (a UT on the S-Band capability at the SAN shall be capable of being used for the test call). For testing purposes it shall be possible to initiate a handover from the NMS.] 7.1.15. NMC AND BACK-UP NMC PLATFORM 7.1.15.1. Systems intended for the NMC (e.g. LINK-OS, SRMC, NODE-OS) shall adopt an open systems architecture in order to ensure later development, upgrades and reconfigurations can be encompassed with minimal impact. 7.1.15.2. The NMC hardware shall employ a distributed client-server architecture, such that additional clients can be added at a later date. It shall further be possible to add additional workstations to the system to cater for additional operators (minimum of 10) without any redevelopment work. 7.1.15.3. Hardware sizing and performance rating shall be established taking into account the need for future expandability which are reflected in the ICO 10 year Traffic Model. This shall encompass the processors, disk system, ports, workstations and data networks. 7.1.15.4. Maximum use shall be made of commercial off-the-shelf software provided that: 1. The product fits within the network management approach being adopted and is fit for purpose. 2. The product is suitably documented 3. The product is sufficiently supported. 7.1.15.5. Should non-proprietary products be adopted then this shall require ICO approval before being used. 7.1.15.6. When new software is to be developed then this shall adopt an object oriented methodology whenever possible. Tools and aids (e.g. programming languages, developer tool kits, etc.) shall be recognised and well supported. 7.2. CONFIGURATION MANAGEMENT 7.2.1. REQUIREMENTS FOR NEW ELEMENTS 7.2.1.1. Section 7.2 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.2.2. GENERAL 7.2.2.1. This section covers general configuration management functionality to be located at the SAN-OSS and NMC. 7.2.2.2. An event, as referenced in this section, is defined to be a message issued by a network element to the NMS as a result of a state change or action within the element. Events are used by the NMS as a method of obtaining real-time information from the network which supplements the periodic status messages. Alarms are also sent as a result of state changes but differ in that they: 1. result from erroneous state changes. Page 123 of 192 ICO PROPRIETARY AND CONFIDENTIAL 357 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 2. remain active until the corresponding clear alarm is issued from the network element. 7.2.2.3. Configuration data maybe divided into long and short term changes. The long term configurable items maybe file based and are defined at the time of equipment installation or during the expansion of existing facilities. This data is classified as dimensioning data. Shorter term configurable items have fields associated with them on MMI views which allows the operator to make changes to the system while it is operational. The requirements in this specification refer to non dimensioning configuration data unless dimensioning data has been specifically referred to. 7.2.2.4. The status which is returned from network elements does not represent state changes as is the case with events and alarms, but provides the current state of the network element in terms of all of the parameters associated with that network element. This may include parameters such as mode or frequency. 7.2.2.5. The NMS shall provide facilities for the operator to modify NMS dimensioning and non-dimensioning data. 7.2.2.6. All Operator actions for Configuration Management shall be logged. 7.2.2.7. It shall be possible to initiate NMS configuration management processes from both the NMC and SAN-OSS. 7.2.2.8. The NMS shall use schematic representations of the ICO network to graphically reflect the current state of the network and network elements. 7.2.2.9. The NMS shall provide views of the network at a number of levels, including: 1. an overall view of the network showing network element interconnections. 2. views of specific network elements and connections. 7.2.2.10. The state of network elements shall be determined from the following information: 1. alarm state changes from network elements. 2. status information from network elements. 3. event messages from network elements. 4. information gathered from periodic polling of network elements. 7.2.2.11. The configurable data available to the NMS shall include: 1. NMS parameters such as alarm thresholds, reporting periods. 2. database maintenance functions. 3. operating parameters for each network element. 4. quality of service parameters. 7.2.2.12. The status data available to the NMS shall include: 1. versions of network element software. 2. alarms. 3. events. 4. network status. 7.2.2.13. The NMC shall support a scheduler to plan and co-ordinate long-term network changes. 7.2.2.14. The NMC and SAN-OSS shall support scheduled configuration changes where the change is deferred to a selected time. The change process shall be as follows: 1. The NMC NMS shall centrally control the scheduling of planned network configuration changes. Hence, the master schedule shall be maintained and stored by the NMC. 2. It shall be possible to submit a change to the NMC in order that it can be scheduled via electronic or manual means. 3. The NMC NMS shall notify in advance, the relevant SAN-OS of planned scheduling changes which are applicable to that site. A record of this distribution shall be maintained at the NMC. 4. For each scheduled change, the following details shall be logged at the NMC: a. Date/time when scheduled change was issued. b. Date/time when scheduled change is planned to take place. c. Description of the change d. Network element(s) involved in the change e. Name of the authoriser f. Reason why a scheduled change cannot be performed g. Date/time when change was performed h. Confirmation/result of change i. Name of operator or software function initiating the change 5. The SAN-OS shall record receipt of the schedule notification from the NMC. Page 124 of 192 ICO PROPRIETARY AND CONFIDENTIAL 358 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6. The SAN-OS shall be responsible for informing the NMC NMS when scheduled changes cannot be satisfied within the time scales set (i.e. due to equipment failure, higher priority activities, etc.) such that re-scheduling can be undertaken. 7. The SAN-OS shall be responsible for instructing the appropriate network element(s) to undertake the change (this is likely to be a manual process). 8. The network element should record each configuration change made as per reqt. 7.2.2.19. 9. The SAN-OS shall have the capability to request configuration change event reports from the network elements. 10. The SAN-OS shall be responsible for informing the NMC NMS of the outcome of each scheduled change. 7.2.2.15. The NMS shall perform validation checks on configuration changes before making the change. 7.2.2.16. The NMS (pre/post) validation of configuration requests shall include receiving information on: 1. security checks. 2. parameter range checks. 3. checks to determine if the state change is possible given the current state of the network element being configured. 7.2.2.17. The NMS shall handle any return status sent by the network element as a result of the configuration change. 7.2.2.18. Each configuration change shall generate an event in the event log containing: 1. name of operator or software function initiating the change. 2. name of authoriser 3. date and time of issuing the change. 4. date and time of actioning the change. 5. description of the change. 6. confirmation / result of change. 7.2.2.19. The NMS shall allow the operator to examine configuration changes within the event log based on: 1. an interval of time. 2. a set of network element(s). 3. changes made by a specific operator. 7.2.2.20. The NMS shall be able to assign priorities to each type of configuration change. 7.2.2.21. The NMS shall allow additional installed, dimensioned and configured network elements to be added to the network without having to shutdown the system. 7.2.2.22. The NMS shall provide a facility for maintaining time of day synchronism between network elements which require knowledge of system time of day. 7.3. FAULT MANAGEMENT 7.3.1. REQUIREMENTS FOR NEW ELEMENTS 7.3.1.1. Section 7.3 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.3.2. GENERAL 7.3.2.1. The NMS shall collect alarms generated by the network elements to determine device failures and/or service affecting conditions. 7.3.2.2. The NMS shall be able to monitor and report miscellaneous alarm conditions at each site, such as temperature, humidity, building alarms. 7.3.2.3. Alarms shall be categorised into four levels of severity; Critical, Major, Minor, Warning. 7.3.2.4. The NMS shall be responsible for assigning alarm severities to alarms generated by network elements. 7.3.2.5. Each alarm shall have the following states: 1. raised. 2. cleared. Page 125 of 192 ICO PROPRIETARY AND CONFIDENTIAL 359 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 3. acknowledged by the operator. 7.3.2.6. The NMS shall have a facility for acknowledging multiple alarms using a single operation. 7.3.2.7. The following sets of alarms shall be highlighted to the operator: 1. new alarms which have been present in the system for a period of time as specified by the operator. 2. alarms which have been acknowledged, but not been cleared for a minimum period of time as specified by the operator. 7.3.2.8. It shall be possible to bring alarms to the attention of the Operator via various means such as (flashing text / icons, audibly, etc.). 7.3.2.9. It shall be possible for the NMS to automatically upgrade the severity of alarms (alarm escalation), depending on factors such as persistence. The operator shall also have the capability to manually mark alarms for escalation. 7.3.2.10. All alarms shall contain the following information: 1. unique object alarm identifier. 2. date and time of when the alarm was raised/cleared/acknowledged. 3. alarm description. 4. source of the alarm. 5. fault location details. 7.3.2.11. All alarm state changes shall be logged to an alarm history database. 7.3.2.12. The NMS shall allow the operator to examine the alarm database using search criteria such as: 1. range of times. 2. source of alarms. 3. specific alarm. 7.3.2.13. To reduce the amount of traffic between sites the NMS shall allow the operator to specify alarm filters. 7.3.2.14. The NMS shall provide a GUI style editor to allow the operator (with the necessary authorisation) to change: 1. alarm threshold definitions. 2. alarm filtering between sites. 3. alarm attentional and reporting attributes (e.g. enable/disable beeping, switch on/off flashing, enable/disable reporting to event log, enable/disable reporting to printer/file, etc.). 7.3.3. ALARM ANALYSIS 7.3.3.1. The NMS shall be able to determine the fault location based on alarms raised, the fault location information contained within each alarm and from the diagnostics test processes in place. 7.3.3.2. Fault location shall isolate the fault to a replaceable unit. 7.3.3.3. The identified unit shall be linked to a physical location. 7.3.3.4. The NMS shall support the establishment of alarm thresholds whereby the operator can configure the system to generate a higher level alarm based on a number of specified lower level alarms. 7.3.3.5. The NMS shall perform alarm correlation at the NMC and SAN-OSS to identify faults and service affecting conditions within the system. 7.3.3.6. The result of the alarm analysis shall be any or all of the following: 1. an action to initiate automatic recovery. 2. an audible alert at a specified location. 3. an additional alarm which can initiate additional actions. 4. generation of a trouble ticket. 7.3.4. TROUBLE TICKET MANAGEMENT 7.3.4.1. The NMS shall provide a facility for the operator to generate Trouble Tickets for detected faults or Customer / Operator complaints. 7.3.4.2. Each trouble ticket shall be tracked by recording details such as: 1. Trouble Ticket number 2. Day and time of alarm/reported fault 3. Location of alarm/reported fault Page 126 of 192 ICO PROPRIETARY AND CONFIDENTIAL 360 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 4. Equipment identification 5. object name 6. Probable cause 7. Description 8. severity 9. Processing priority 10. Issued by 11. Assigned to 12. Primary contact 13. Secondary contact 14. Opened date/time 15. Dispatched date/time 16. Resolved date/time 17. Closed date/time 7.3.4.3. Trouble ticket reports detailing all available information associated with that ticket shall be generated at the specified reporting period while the trouble ticket remains active or on an operators request. Trouble Tickets may be generated manually or automatically. Attachments may be added to Trouble Tickets. 7.4. PERFORMANCE MANAGEMENT 7.4.1. REQUIREMENTS FOR NEW ELEMENTS 7.4.1.1. Section 7.4 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.4.2. GENERAL 7.4.2.1. The NMS shall allow the operator to access performance management functions as defined in the OAM interface specifications in Sections 7.8. 7.4.2.2. The NMS shall allow the operator to set thresholds for each performance criterion. 7.4.2.3. The NMS shall raise an alarm whenever a performance threshold has been exceeded. 7.4.2.4. The NMS shall be able to support Trend Analysis. 7.4.2.5. The NMS shall routinely produce a top level performance report summarising QoS performance and network criteria (e.g. equipment availability, trouble tickets processed etc.) 7.4.3. NETWORK TRAFFIC MANAGEMENT 7.4.3.1. NMS shall support user traffic supervision (i.e. to have a clear overview of the network alarms status from a traffic management point of view), traffic analysis (i.e. to analyse the cause and origin of traffic disturbances detected by the traffic supervision function), traffic control (i.e. to re-route and to restrict traffic in the network) for the elements within the ICONET for which ICO has full control (e.g. switch, TNM, SBS, etc.). 7.5. SECURITY MANAGEMENT 7.5.1. REQUIREMENTS FOR NEW ELEMENTS 7.5.1.1. Section 7.5 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.5.2. GENERAL 7.5.2.1. NMS security shall encompass access control measures to be provided by the NMS to manage, control and monitor access to the DCN and to the ICONET via the NMS (namely the NMC, LINK-OS, NODE-OS, SAN-OS and individual network elements). Page 127 of 192 ICO PROPRIETARY AND CONFIDENTIAL 361 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.5.2.2. Within the NMS facilities shall be provided at the respective MMIs to enable the creation, deletion and configuration of operator user groups, user names and individual passwords. 7.5.2.3. Individual access to the NMS shall be user and password controlled. 7.5.2.4. It shall be possible to establish user groups (e.g. administrator, supervisor, general operator, etc.) with specific privileges in order to control group and/or individual access to specific operations, functions, configurations and applications. 7.5.2.5. It shall be possible for authorised personnel to delete individual user access (e.g. when a staff member leaves, etc.). 7.5.2.6. The password mechanism shall incorporate a facility for the automatic ageing. 7.5.2.7. The NMS shall raise an alarm to the appropriate management layer for failed log-in attempts which exceed a pre-set rate. 7.5.2.8. All user accesses to the NMS shall be logged. Where possible, details recorded shall include the user identification and point of access. 7.5.2.9. During a log-in session, the system shall record the start/end times and the elements accessed (in the case where user privileges allow immediate access to a number of network elements). 7.5.2.10. If operators or the NMS detects an unauthorised access or attempt then the NMS system shall: 1. Raise an alarm to the appropriate management layer. 2. Attempt to lock out the work station. If lock-out is possible then it shall be possible for an operator with the necessary privilege to unlock it at a later time. 3. Record all available information on the call/caller and disconnect the call for dial-in connections. 7.5.2.11. At each TINS, computer routine security and system administration facilities shall be available. Typically, this shall include: 1. Guarding against file and disk computer viruses which are commercially recognised. 2. Monitoring, re-formatting and repairing disk space (e.g. due to file fragmentation, etc.). 3. Protecting individual files and directories. 4. Recording last directory and file accesses through the applications program. 7.5.2.12. It shall be possible for a User to undertake a NMS security audit trail for a specified: 1. User Group 2. User 3. Time period. 7.5.2.13. The NMS shall produce a routine report covering security aspects (e.g. number of log-ins, viruses detected, security alarms, etc.). 7.5.2.14. The NMC shall provide key management, control and distribution for use in the DCN. The key management shall be provided by a highly secure portion of the NMC. (F/R) 7.6. ACCOUNTING MANAGEMENT 7.6.1. There are no NMS requirements for Accounting Management except for the receipt of CDR files, when required, from the ADC. 7.7. SECTION NOT USED 7.8. OPERATIONS AND MAINTENANCE INTERFACE REQUIREMENTS 7.8.1. GENERAL 7.8.1.1. This section describes the functionality which is to be made available to the NMS by the various network elements within the ICO system. 7.8.1.2. Included for each OAM are the minimum acceptable parameters that will be collected from a Fault, Configuration and Performance Management perspective. 7.8.1.3. In practice the functionality made available to the various NMS operator stations, through Security Management of the NMS, will vary depending on the operational requirements of each station. The NMC, for example, will require more of a global view of the system whereas at the SAN a more detailed view is required for the day to day maintenance and operations of network elements. Page 128 of 192 ICO PROPRIETARY AND CONFIDENTIAL 362 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.1.4. The OAM interfaces in this section have been divided up based on the various network elements. This does not imply that each network element will have its own OAM interface. For example the TNM OAM interface may handle both the TMN and DCN. 7.8.1.5. The ICO system is to be designed with both expandability and interoperability in mind. Therefore, the NMS architecture employed must be capable of allowing additional network elements to be added with the minimum of network interruption. For these reasons then individual network element OAMs shall adhere to the following general requirements: 7.8.1.6. Any communication interfaces, protocols, man machine interfaces, operating systems, databases, programming languages or development/application tools required for the network element OAM shall have the following basic features (as appropriate): 1. be controlled by an industry standard. 2. be commercially available with product support. 3. be consistent with open systems concepts. 4. be supported by major hardware and software platforms. 5. be multiprocessing. 6. be compatible between the client and server. 7. be compatible with the NMC and SAN network management structure as far as is practical. 7.8.1.7. Any exceptions to these (e.g. due to the re-use of existing equipment, etc.) shall be highlighted to ICO. For new elements then any exceptions will need to be approved by ICO. 7.8.1.8. In general, separate OAM MMIs should be minimised (i.e. integrated into the SAN MMI). However, if a separate MMI is produced, then it shall be possible to initiate from the main SAN-OSS workstations. 7.8.2. SATELLITE RESOURCE MANAGEMENT CENTRE 7.8.2.1. GENERAL REQUIREMENTS 7.8.2.1.1. The NMS shall encompass: 1. SRMC equipment, associated software, processing, monitoring and control. 2. Error free and confirmed resource management data distribution. 7.8.2.1.2. The SRMC OAM interface shall provide access to backup and restoration procedures associated with the SRMC equipment. 7.8.2.1.3. The SRMC OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.2.2. CONFIGURATION MANAGEMENT 7.8.2.2.1. The SRMC OAM interface shall provide a facility for the SRMC to supply status to the NMS. 7.8.2.2.2. The SRMC OAM interface shall forward SRMC events to the NMS. 7.8.2.2.3. The SRMC OAM interface shall allow the NMS to: 1. configure SRMC event parameters. 2. initiate archiving of the SRMC event data. 3. purge SRMC event data. 4. access SRMC event data. 7.8.2.2.4. The SRMC OAM interface shall provide access to parameters requiring configuration by the NMS. 7.8.2.3. FAULT MANAGEMENT 7.8.2.3.1. The SRMC OAM interface shall forward the raising and clearing of SRMC alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 7.8.2.3.2. Each SRMC alarm forwarded to the NMS shall contain: 1. an object identifier unique to the SRMC. 2. date and time of when the alarm was raised or cleared. Page 129 of 192 ICO PROPRIETARY AND CONFIDENTIAL 363 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 3. alarm description. 4. alarm severity. 5. source of the alarm for the purpose of fault location. 7.8.2.3.3. The SRMC OAM interface shall allow the NMS to: 1. configure SRMC alarm parameters. 2. initiate archiving of the SRMC alarm data. 3. purge SRMC alarm data. 4. access SRMC alarm data using filters supplied by the NMS. 7.8.2.3.4. In the event of single or multiple satellite and/or SAN failure, the NMS shall have the capability to, within a 2 to 3 hour time-frame: 1. re-run SRMC software to regenerate Burst-time frequency plans and channelisation plans for the available system. 2. [distribute and configure the system with the updated BTFPs and channelisation plans.] 7.8.2.4. PERFORMANCE MANAGEMENT 7.8.2.4.1. The SRMC OAM interface shall allow the NMS to: 1. configure SRMC performance parameters. 2. initiate archiving of the SRMC performance data. 3. purge SRMC performance data. 4. access SRMC performance data using filters supplied by the NMS. 5. configure periodic transfer of SRMC performance data to the NMS using filters. 7.8.2.5. SECURITY MANAGEMENT 7.8.2.5.1. The SRMC OAM interface shall provide access control facilities to all SRMC OAM interface functionality. As a minimum, the SRMC shall distinguish between two level user categories: 1. Network Engineer/Planners responsible for the verification and management of the planning process. 2. Network Operators who require to monitor and distribute data only. 7.8.3. SATELLITE CONTROL CENTRE 7.8.3.1. GENERAL REQUIREMENTS 7.8.3.1.1. The NMC/SRMC shall receive satellite orbital data from the SCC for use in generating satellite resource management data. 7.8.3.1.2. An interface between the SCC and NMC shall be provided for the forwarding of various SCC generated faults and alarm conditions. This interface shall also be used for the delivery of files containing information such as satellite orbital data to the NMS for subsequent distribution. 7.8.3.1.3. The interface and protocols shall follow the industry standards. 7.8.3.2. CONFIGURATION MANAGEMENT 7.8.3.2.1. The NMS shall store and record data files passed from the SCC from a version controlled perspective. 7.8.3.3. FAULT MANAGEMENT 7.8.3.3.1. The SCC OAM interface shall forward the raising and clearing of communication SCC alarms to the NMS Critical SCC (space segment) alarms shall also be forwarded to the NMC. 7.8.3.4. PERFORMANCE MANAGEMENT 7.8.3.4.1. None. 7.8.3.5. SECURITY MANAGEMENT 7.8.3.5.1. None. Page 130 of 192 ICO PROPRIETARY AND CONFIDENTIAL 364 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.4. NODE OPERATIONS SYSTEM 7.8.4.1. GENERAL REQUIREMENTS 7.8.4.1.1. The NODE-OS (encompassing the TMOS system) shall handle all network management functionality relating to the network elements directly under its control. Only alarm information is forwarded from the NODE-OS (and its lower network elements) to the higher level NMS. 7.8.4.1.2. The NODE-OS architecture shall support: 1. centralised MSSC/MM OAM at the NMC and back-up NMC with control at the NMC and the back-up NMC. 2. monitoring information shall be transmitted to both OAM systems in the centralised option. 3. a semi-distributed architecture with MSSC/MM OAM at the NMC, B-NMC and specified SANs. 4. a fully distributed architecture with OAM at every SAN. 7.8.4.1.3. There shall be no functionality impact when migrating away from the initial centralised architecture. 7.8.4.1.4. For the purposes of this requirement specification, the NODE-OS shall encompass the management of the following network elements: 1. MSSC which includes the VLR and SS7 switch based reported faults 2. Short Messaging Service Centre (SMSC) (OPTION) 3. HLR 4. AuC 5. EIR 6. ILR (OPTION) 7. IN (F/R) 7.8.4.1.5. Management functions, functional entities and objects required for the VLR/HLR/MSSC/EIR/AUC shall comply with GSM 12.02 as far as is possible. 7.8.4.1.6. The NODE-OS OAM shall provide access to backup and restoration procedures associated with the managed elements. 7.8.4.1.7. The NODE-OS OAM shall provide the following software upgrade facilities: 1. download new versions of software from the NODE-OS. 2. replace current version software with minor updates, if needed (e.g. error fixes, etc.). In the event of a complete replacement of the current software with a new or previous version then this will be ordered from the NODE-OS using data stored by the switch. 3. extract existing software version information for the three versions of software. 7.8.4.1.8. The GSM Series 12 shall be applied to the maximum extent possible for interoperability purposes. This shall include aspects such as managed object class definitions, class hierarchies and standard network management functionality. 7.8.4.1.9. Relevant TMN standards as called up by the GSM Series 12 standards shall be applied to the maximum extent possible. 7.8.4.1.10. Relevant CCITT X.700 standards as called up by the GSM Series 12 standards shall be applied to the maximum extent possible. 7.8.4.1.11. Objects shall be specified using standard GDMO definitions where possible for managed objects. 7.8.4.1.12. The MMI shall follow recognised industry standards. 7.8.4.1.13. The NODE-OS shall manage the satellite/cellular interworking function and provide fraud detection information from a network management perspective as described in Section 4.8 and 5.5, respectively. 7.8.4.2. CONFIGURATION MANAGEMENT 7.8.4.2.1. GSM 12.06 shall be adopted where possible for network and service configuration management. 7.8.4.2.2. A command handling application shall be available to enable the operator to: 1. open a command session window for sending commands to an external network element and for presentation from the network element. 2. display delayed responses in a separate window (i.e. responses to a command that arrives at a later stage). Page 131 of 192 ICO PROPRIETARY AND CONFIDENTIAL 365 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 3. receive and display in a separate window spontaneous reports (i.e. events initiated by an network element). 4. create a command file (i.e. sequence of commands used in the communication with an network element). 5. support shell scripts in a way similar to the command files. 6. activate command files and shell scripts at a specified time. 7. provide a command line interface in order that other applications can be interfaced to the command handling functions. 8. log all commands sent and responses returned. 9. set for a selected command a specific warning, confirmation or guiding text that will then be displayed to the user of the network element. 7.8.4.2.3. A file transfer and management facility shall be provided to enable: 1. File transfer from a connected network element to the NODE-OS. 2. Various file transfer options to be supported (e.g. spontaneous file output, requested. file output, notification-initiated requested file output). 3. scheduling of file transfers 4. The operator to define subscriptions to files on behalf of external devices (i.e. to make sure that files are sent from NODE-OS to the specific OS on a regular basis) 5. Automatic post-processing of files received in the NODE-OS file store 6. The process of transferring a file independently of the user interface. 7. On-going file transfers to be restarted, in case of a reboot of the NODE-OS. 8. file transfers to remain after a system restart. 9. A NODE-OS alarm to be issued for each file transfer that is unsuccessful. 10.A confirmation to be given for each file successfully transferred. 7.8.4.2.4. The NODE-OS shall encompass an application to create and manage the management information base. This application shall support the: 1. creation, deletion and the property change of a Managed Object (MO). 2. heartbeat supervision. 3. alarm supervision. 7.8.4.3. FAULT MANAGEMENT 7.8.4.3.1. The NODE-OS OAM interface shall forward alarm and event information from the network elements (hardware and software) to the higher level NMS. 7.8.4.3.2. Alarm information shall include: 1. MSSC/VLR alarms (including SS7 alarms from the switch). 2. SMSC alarms. (OPTION) 3. HLR alarms. 4. AuC alarms. 5. EIR alarms. 6. ILR alarms. (OPTION) 7.8.4.3.3. Facilities shall be provided to allow the following from the NODE-OS OAM for fault information: 1. collection and storage 2. status monitoring 3. viewing 4. history handling 5. definition 6. correlation, filtering and re-classification 7. threshold setting 8. forwarding 9. diagnostics and testing 7.8.4.3.4. Basic fault management facilities shall be provided at the NODE-OS to allow: 1. reception of alarms from various alarm adaptation units 2. alarm logging 3. updating of the current alarm context for any managed object affected by a received alarm. 4. distribution of received alarms to a subscribing presentation function. 5. information access for presentational purposes. Page 132 of 192 ICO PROPRIETARY AND CONFIDENTIAL 366 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 6. Routing of alarms to different destinations. Specifically, routing to printers, files, mail and automatic acknowledgement function shall be supported. 7.8.4.3.5. The NODE-OS shall support a graphical presentation function which shall provide: 1. A Network Status presentation: this shall provide the status of the whole network or the status of a part of the network. 2. A display of the list of the new and active alarms. 3. the ability to get all available information about any of these alarms. 4. the ability to read and write comments on alarms. 5. the ability to acknowledge observation of new alarms. 6. the ability for the operator to find information about active and old (cleared) alarms stored in the alarm log. 7.8.4.3.6. The NODE-OS shall provide for alarm analysis. This shall support: 1. Analysis of the alarms retrieved through an graphical user interface. 2. Alarm analysis from the command line. 3. Input from either a file or standard input format for routine program analysis. 4. the extension of the analysis function. 5. New analysis programs that perform new types of analysis 6. New alarm attributes that can be used in the analysis. 7. The ability for the operator to view operation and maintenance documentation on a work station screen. 7.8.4.3.7. (F/R) The NODE-OS shall support the conversion from text file alarms. This shall encompass: 1. The reception of alarms from regular files or named pipes. 2. The transformation of alarms into NODE-OS alarm records and the forwarding of alarm records to the LINK-OS. 3. The size of the file for incoming alarms. 4. The real time update of the list of known alarms. 7.8.4.3.8. The NODE-OS shall encompass: 1. The automatic filtering and (correlation (F/R)) of alarms. 2. User expertise to be incorporated in the filtering and (correlation (F/R)) of alarms. 3. The invoking of actions to automate routine correction procedures and to collect more information from the network (F/R). 4. Suppression of secondary alarms upon confirmation of a primary alarm (F/R). 7.8.4.3.9. (F/R) The NODE-OS shall have online documentation to support the operations and maintenance of the switched network. 7.8.4.4. PERFORMANCE MANAGEMENT 7.8.4.4.1. The NODE-OS shall collect performance measurement data from the network elements and databases. 7.8.4.4.2. It shall be possible to generate performance summary reports on a daily, weekly and monthly basis. 7.8.4.4.3. The NODE-OS shall include an application that measures and analyses certain events in order to provide quality indicators related to the performance of the network. 7.8.4.4.4. Performance management features shall include: 1. performance data administration 2. measurement data collection and storage 3. performance data presentation 4. call tracing facilities 5. performance measurement data analysis reports 6. configurable thresholds for Measurement of performance parameters 7.8.4.4.5. It shall be possible to export performance reports and data into standard PC based applications for subsequent post-processing. 7.8.4.5. SECURITY MANAGEMENT 7.8.4.5.1. The NODE-OS shall include compatible access security measures as have been specified for the LINK-OSS. 7.8.4.5.2. The security features, mechanisms, procedures and objects shall be in accordance with GSM 12.03 where possible. 7.8.4.5.3. The NODE-OS shall encompass a security facility to: Page 133 of 192 ICO PROPRIETARY AND CONFIDENTIAL 367 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 1. Allow authority support to be used for administration of the authority database (i.e. that contains information on who is allowed to do what and when). 2. Provide log administration support in order to administer log tables. 7.8.4.6. MOBILE SATELLITE SWITCHING CENTRE / VISITOR LOCATION REGISTER 7.8.4.6.1. GENERAL DESCRIPTION 7.8.4.6.1.1. The MSSC is an exchange which performs all of the switching and signalling functions for mobile stations located in the geographical area designated as the SAN serving area. The switching element also encompasses the reporting of SS7 alarm messages as seen by the switch. The VLR is further co-located within the same switch as the MSSC. 7.8.4.6.1.2. From a network management perspective the MSSC is managed via the NODE-OS. 7.8.4.6.2. GENERAL REQUIREMENTS 7.8.4.6.2.1. The MSSC OAM shall manage its elements through views that present a geographical layout of the actual network. 7.8.4.6.2.2. The MSSC OAM shall comprise of a management platform that supports the Cellular Management System for GSM. 7.8.4.6.2.3. The following functionalities shall be supported in the dialogue between the NODE-OS and the switch: 1. connection and association handling; 2. command and response communication to and from the switch, including 3. spontaneous report reception; 4. logging and authority control; 5. file administration; 6. file transfer; 7. event logging; 8. subscription handling, which is a general mechanism for distribution of files, 9. delayed responses, and spontaneous reports received from the switch. 7.8.4.6.3. CONFIGURATION MANAGEMENT 7.8.4.6.3.1. Through the NODE-OS it shall be possible to configure: 1. MSSC/VLR equipment provisioning and assignment 2. MSSC/VLR parameter selection 3. MSSC/VLR equipment status selection (e.g., on-line or standby) 4. remote trunk assignment and service assignment and restriction 5. remote software overwrites and patches 6. Remote configuration of signalling links terminating on the switch 7. Remote bulk downloading of traffic and signalling routing information without disruption or degradation of service. 7.8.4.6.3.2. Categories of message trunks that are to be managed shall include: 1. Inter-SAN trunks 2. Trunks from SANs to external switching elements such as: 3. National Satellite Access (NSA) Gateways 4. PSTN National Switching Centres 5. Other ICO internal network. 7.8.4.6.3.3. It shall be possible to manage various categories of signalling links which terminate on ICO MSSCs (e.g. signalling transfer points, gateways, earth stations, network service control databases, etc.). 7.8.4.6.3.4. It shall be possible to manage various categories of signalling links among STPs and network service control (e.g. inter-STP signalling links, STP to network service control database links, links between the ICO network and interfacing network providers). 7.8.4.6.3.5. It shall be possible to maintain routing configuration data for calls and signalling messages (e.g. direct routing, transit routing for calls, etc.). 7.8.4.6.3.6. Call routing options shall include: 1. Ordered route choices by call type (e.g. originating/terminating) 2. Ordered route choices by class of service or travelling classmark 3. Ordered route choices with restrictions invoked by Network Management Page 134 of 192 ICO PROPRIETARY AND CONFIDENTIAL 368 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 4. Overflow route choices 5. Routes received from Network Service Control Databases 6. Dynamic routing choices 7.8.4.6.3.7. Signalling message routing options shall include: 1. Message Transfer Part (MTP) routing for signalling messages by destination point code 2. Direct routing on primary link set 3. Optional shared load routing per Signalling Link Selection Code 4. Restricted routing per Signalling Network Management 5. Sequenced routing options per Signalling Network Plan and Structure. 6. Signalling Connection & Control Part (SCCP) signalling message routing by Destination Point Code, Sub-system number, or Global Title 7. TCAP (Transaction Capability Application Part) messages 8. OMAP (Operations & Maintenance Application Part) messages 9. Other high-level signalling application part messages as appropriate. 7.8.4.6.3.8. Destination for calls will be determined by translation types shall include: 1. MSSC translation 2. Network Service Control database translation. 7.8.4.6.3.9. Configuration management data contained in the VLR shall include: 1. VLR control program updates 2. MSRN tables 3. TMSI tables 4. Database sizes. 7.8.4.6.3.10. Software management shall be incorporated into the switching element. This shall enable: 1. The display of software properties for a selected network element to be supported. 2. The operator to search for a specific software unit or program correction, among a selected set of network elements or in the complete network. 3. Comparison among software revisions of a selected set of MSSC/VLR or the complete network shall be supported. 4. The information stored in the NODE-OS database to be updated with the data of the MSSC/VLR. 5. the operator to set certain filters in the tool properties that restrict the scope of the database retrieving operations. 6. importing of files from input media. 7. Handling of a suitable file store. 8. Files to be loaded into the AXE file store, before activation of software units. 9. software unit downloading (i.e. loading of software, testing and activation) 10. Downloads of program correction command files shall be supported. 7.8.4.6.4. FAULT MANAGEMENT 7.8.4.6.4.1. The NMS shall monitor the operational state of the MSSC/VLR. 7.8.4.6.4.2. Test procedures shall be available to test the MSSC/VLR transactions as well as the communication to the MSSC/VLR. 7.8.4.6.4.3. Alarms managed include the following: 1. MSSC/VLR Hardware fault alarms 2. Signalling Link alarms 3. Signalling Link Set alarms 4. Trunk and Trunk group alarms 5. PCM Circuit alarms 6. Failure of GSM interface links to the MSSC and other systems 7. Signalling failures on GSM interface links 8. Excessive number of retries on GSM interface links 9. Excessive number of failed SMS attempts 10. Excessive number of failed HPN attempts 11. Automatic switchovers in response to hardware failure 12. Equipment failures without automatic switchovers 13. Database Update alarms 14. Automatic Database recovery initiated alarms Page 135 of 192 ICO PROPRIETARY AND CONFIDENTIAL 369 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 15. Database threshold alarms 7.8.4.6.4.4. The NODE-OS shall encompass an alarm adaptation facility. This shall encompass: 1. The reception of the alarms from all MSSCs currently specified to be supervised in the NODE-OS information model. 2. setting of mandatory attributes and several optional attributes in the Alarm Records. 3. the forwarding of created Alarm records to the Fault Management Kernel. 4. The conversion of an MSSC alarm printout to an Alarm Record. 5. A database consistency check. This shall be made to update the MSSC alarm information in NODE-OS after error situations. 6. The enabling/disabling of the AXE heartbeat supervision. 7. The setting of a heartbeat supervision interval. 8. The modification of the default values for mapping MSSC alarm class to perceived severity and to probable cause. 9. The modification of the default values for mapping MSSC Alarm Category. 10. The update of the Probable Cause value set for a specific Alarm Slogan. 11. The update of the MSSC specific problem list (Alarm Slogans), of the MSSC Probable Cause List, and of the MSSC Event Type list. 12. The addition/removal of conversion rules for one or more Alarm Slogans. 13. The update of input parameters to conversion rules. 7.8.4.6.5. PERFORMANCE MANAGEMENT 7.8.4.6.5.1. A variety of performance data will be generated by the MSSC for reporting purposes. The exact types and formats will depend on the switch chosen but reporting shall include: 1. Traffic Reports 2. Destination Measurements Reports 3. Traffic Measurements for Mobile Calls 4. Holding Times/Call Volumes 7.8.4.6.5.2. A variety of performance counts shall be kept by the MSSC. The exact types and formats will depend on the switch chosen but typical counts shall include: 1. TRAFFIC VOLUME DATA; traffic counts (attempts, completions) on each trunk group and channel group and on each network component at regular time intervals, resulting in counts per time interval) 2. CUSTOMER BEHAVIOUR RELATED CALL FAILURE (e.g. counts of call disposition (Busy, Don't Answer, Customer not Available, etc.). 3. TRAFFIC FAILURES DUE TO SWITCHING; internal measurements of call (traffic) failures due to switching. In addition, signalling often identifies an inability to establish a call due to switch failure. 4. TRAFFIC FAILURES DUE TO SATELLITES; count of call failures due to satellite channel failure or poor quality provided by the switch (MSSC). 5. TRAFFIC FAILURES DUE TO TRUNKING; count of call failures due to trunk failure or poor quality provided by the switch (MSSC). 6. BLOCKED CALLS; counts of blocked call (No Circuit counts). 7. INTERRUPTED CALLS; detect any call lost without a customer generated disconnect. 8. CALL SET-UP TIME (post-dial delay); Call set-up time provided by the switching systems and through measured test calls. 9. CALL HOLDING TIME; all holding time by service type, trunk group, and time and date. 7.8.4.6.5.3. A variety of performance parameter measurements shall be recorded by the MSSC/VLR and these shall be agreed in liaison with ICO during the requirements phase. However, typical parameters shall include: 1. Mobile Originated Call Measurements (e.g. attempted calls, successful calls, etc.) 2. Mobile Terminated Call Measurements (e.g. attempted calls, successful calls, etc.) 3. emergency calls (e.g. number answered, etc.) 4. Call set-up measurements 5. inter MSSC handover measurements 6. Other call related measurements (e.g. TMSI subscriber transactions on MM layer, attempted TMSI re-allocations, IMSI detached procedures, etc.) 7. Peak hour measurements Page 136 of 192 ICO PROPRIETARY AND CONFIDENTIAL 370 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8. Load measurements 9. HLR-VLR measurements (e.g. attempted intra/inter VLR location updates, etc.) 10. traffic volume data per geographical area. 7.8.4.6.5.4. The data collection for Statistic and Traffic Measurement shall be supported. 7.8.4.6.5.5. The data collection and presentation for the Traffic measurements on traffic routes, traffic types and geographical distribution shall be supported. 7.8.4.6.5.6. The following functions shall be supported: 1. data compression; 2. data deletion; 3. data backup-handling. 4. The generation of reports, once data has been collected and inserted into the database, shall be supported. 7.8.4.6.5.7. The following four types of scripts for different functions shall be supported: 1. command scripts; 2. command response scripts; 3. file normalisation scripts; 4. report scripts. 7.8.4.6.5.8. The administration of measurements (e.g. list of measurements, deletion of measurements) shall be supported. 7.8.4.6.5.9. The data reception and storage shall be supported. 7.8.4.6.5.10. The extended administration of measurements with creation of measurements via the Graphic User Interface shall be supported. 7.8.4.6.5.11. The performance measurements measured by the MSSC and available through the NODE-OS OAM interface shall include the information to allow the calculation of: 1. total call holding time categorised by (UT location, F/R), mobile-originated or mobile-terminated, (service type, F/R), time and day. 2. total call counts (attempts and completion) categorised by (UT location, F/R), mobile-originated, mobile-terminated, (service type, F/R), time and day. 7.8.4.6.5.12. The interval and resolution of measurements shall be chosen so that the measurements data can be efficiently utilised for traffic planning at the SRMC. 7.8.4.6.5.13. Performance measurements recorded by the MSSC/VLR shall be made available through the NODE-OS OAM interface for the purpose of further analysis and predictions in Traffic Planning at the SRMC. 7.8.4.6.6. SECURITY MANAGEMENT 7.8.4.6.6.1. None 7.8.4.7. IGF MESSAGING PLATFORM (OPTION) 7.8.4.7.1. GENERAL DESCRIPTION 7.8.4.7.1.1. The IGF Messaging Platform is composed of a number of messaging nodes to be deployed in the ICONET to deliver the service requirements of Section 4.5 of the IGF Requirements. 7.8.4.7.2. GENERAL REQUIREMENTS 7.8.4.7.2.1. The IGF Messaging Platform shall provide an OAM facility adhering to a recognised MMI standard. 7.8.4.7.2.2. From the OAM facility it shall be possible to interrogate, monitor, control and modify the IGF Messaging Platform environment. 7.8.4.7.2.3. The IGF Messaging Platform shall support multi-access for OAM operations. 7.8.4.7.2.4. The IGF Messaging Platform shall support an interface to the NODE-OS at the NMC/B-NMC and (remote) SAN. 7.8.4.7.2.5. The NODE-OS IGF Messaging Platform interface shall enable interaction via a standardised and recognised management protocol and interface. 7.8.4.7.2.6. From the NODE-OS, it shall be possible to perform operations (that can be done from a local Messaging Node) on multiple messaging nodes to ensure node consistency. 7.8.4.7.2.7. The NODE-OS shall have sufficient capacity to manage capacity enhancements to the IGF Messaging Platform in the future. 7.8.4.7.2.8. It shall be possible for the OAM facility to accommodate additional future agent software to support new messaging services to be delivered by the IGF Messaging Platform. Page 137 of 192 ICO PROPRIETARY AND CONFIDENTIAL 371 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.4.7.2.9. It shall be possible to obtain statistical and performance reports on the IGF Messaging Platform via the OAM. Typical these reports will cover traffic, subscriber and message activity. 7.8.4.7.3. CONFIGURATION MANAGEMENT 7.8.4.7.3.1. It shall be possible to log into the IGF Messaging Platform for OAM operations: 1. Locally from a dedicated OAM terminal at the messaging node site. 2. Remotely from the SAN (via the NODE-OS Terminal) 3. Remotely from the NMC (if the IGF Messaging Platform is not sited at the NMC), via the NODE-OS. 7.8.4.7.3.2. The IGF Messaging Platform OAM interface shall provide a facility for the messaging nodes to supply status information to the NODE-OS. Typical status information is required of the current hardware and software configuration of each of the messaging nodes (namely, processing subsystem, storage subsystem, front-end subsystem, OAM subsystem, database management system). 7.8.4.7.3.3. It shall be possible to configure specific failure event conditions for reporting to the NODE-OS. 7.8.4.7.3.4. The IGF Messaging Platform shall support the following functions in relation to the interface to the NODE-OS: 1. Conversion of the received IGF Messaging Platform alarms to NODE-OS format 2. Synchronisation of NODE-OS alarm information with the MC alarm information. 7.8.4.7.3.5. It shall be possible to configure IGF Messaging Platform thresholds and settings (e.g. system database settings, parameters, etc.). 7.8.4.7.3.6. It shall be possible to log configuration changes (e.g. database modification, parameter adjustments, etc.). 7.8.4.7.3.7. It shall be possible for the IGF Messaging Platform to support remote installation of upgraded software for each Messaging Node. 7.8.4.7.4. FAULT MANAGEMENT 7.8.4.7.4.1. The NODE-OS shall manage the alarms generated by the IGF Messaging Platform. 7.8.4.7.4.2. Typical alarms reported shall include: 1. Equipment alarms 2. Software processing alarms 3. Communication alarms 4. Database alarms (e.g. update, recovery, threshold violation, etc.) 5. IGF Messaging Platform service failures (e.g. voice mail, data, etc.) 6. Message validation failures 7. Signalling errors 8. Excessive number of SMS retries 9. Storage/Retrieval errors. 7.8.4.7.4.3. The IGF Messaging Platform OAM shall maintain an event log for local error and event messages. 7.8.4.7.4.4. It shall be possible to filter event log(s) using pre-defined and/or custom filters. 7.8.4.7.5. PERFORMANCE MANAGEMENT 7.8.4.7.5.1. A variety of performance parameter measurements shall be recorded concerning the IGF Messaging Platform and these shall be agreed with ICO during the requirements phase. However, typical parameters shall include: 1. Overall attempted/successful mobile originating short message forwarding 2. Overall attempted/successful mobile terminating short message forwarding 3. Attempted/successful mobile originating messages per service type (i.e. voice, data, etc.) 4. Attempted/successful mobile terminating messages per service type a) Short messages per time period b) No of stored messages to be distributed c) No of notification messages received d) Message buffer lengths Page 138 of 192 ICO PROPRIETARY AND CONFIDENTIAL 372 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.4.7.6. SECURITY MANAGEMENT 7.8.4.7.6.1. It shall be possible to limit access to the IGF Messaging Platform via a login/password control mechanism. 7.8.4.7.6.2. This access control facility shall be configurable. 7.8.4.7.6.3. It shall be possible to log all operator activities towards the IGF Messaging Platform exchange. 7.8.4.8. HOME LOCATION REGISTER 7.8.4.8.1. GENERAL DESCRIPTION 7.8.4.8.1.1. The HLR is a database where subscriptions are defined with the IMSI and MSISDN number(s) attached. Attributes belonging to each subscription (categories, supplementary services, basic telecommunications services, locations) are also identified here. Authentication triplets requested from the AuC are also stored here. 7.8.4.8.2. GENERAL REQUIREMENTS 7.8.4.8.2.1. Management functions, functional entities and objects required from the HLR shall be as defined in GSM 12.02 as far as is possible. 7.8.4.8.2.2. The following functionalities shall be supported in the dialogue between the NODE-OS and the switch: 1. connection and association handling; 2. command and response communication to and from the switch, including spontaneous report reception; 3. logging and authority control; 4. file administration; 5. file transfer; 6. event logging; 7. subscription handling, which is a general mechanism for distribution of files, delayed responses, and spontaneous reports received from the switch. 7.8.4.8.3. CONFIGURATION MANAGEMENT 7.8.4.8.3.1. The HLR shall contain the following (minimum) information: 1. The users international mobile subscriber number (IMSI), which corresponds to that contained in their Subscriber Identify Module (SIM) 2. Subscribers MSISDN 3. Supplementary services that have been authorised 4. The users home gateway 5. The location of the users current VLR. 7.8.4.8.3.2. Software management shall be incorporated into the HLR element. This shall enable: 1. The display of software properties for a selected network element to be supported. 2. The operator to search for a specific software unit or program correction, among a selected set of network elements or in the complete network. 3. Comparison among software revisions of a selected set of HLR or the complete network shall be supported. 4. The information stored in the NODE-OS database to be updated with the data of the HLR. 5. the operator to set certain filters in the tool properties that restrict the scope of the database retrieving operations. 6. importing of files from input media. 7. Handling of a suitable file store. 8. Files to be loaded into the AXE file store, before activation of software units. 9. software unit downloading (i.e. loading of software, testing and activation). 10. Downloads of program correction command files shall be supported. 7.8.4.8.4. FAULT MANAGEMENT 7.8.4.8.4.1. The NODE-OS shall monitor the operational state of the HLR. 7.8.4.8.4.2. Test procedures shall be available to test the HLR transactions as well as the communication to the HLR. Page 139 of 192 ICO PROPRIETARY AND CONFIDENTIAL 373 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.4.8.4.3. Alarms to be managed shall include: 1. HLR Hardware Fault alarms 2. Signalling Link Set alarms 3. Signalling Link Set alarms 4. Database Update alarms 5. Automatic Database recovery initiated alarms 6. Database threshold alarms 7. Signalling failures on GSM interface links 8. Excessive number of retries on GSM interface links 9. Threshold Alarms 7.8.4.8.4.4. The NODE-OS shall encompass an alarm adaptation facility. This shall include: 1. The reception of the alarms from the HLR currently specified to be supervised in the NODE-OS information model. 2. setting of mandatory attributes and several optional attributes in the Alarm Records. 3. the forwarding of created Alarm records to the Fault Management Kernel. 4. The conversion of an HLR alarm printout to an Alarm Record. 5. A database consistency check. This shall be made to update the HLR alarm information in NODE-OS after error situations. 6. The enabling/disabling of the AXE heartbeat supervision. 7. The setting of a heartbeat supervision interval. 8. The modification of the default values for mapping HLR alarm class to perceived severity and to probable cause. 9. The modification of the default values for mapping HLR Alarm Category. 10. The update of the Probable Cause value set for a specific Alarm Slogan. 11. The update of the HLR specific problem list (Alarm Slogans), of the HLR Probable Cause List, and of the HLR Event Type list. 12. The addition/removal of conversion rules for one or more Alarm Slogans. 13. The update of input parameters to conversion rules. 7.8.4.8.5. PERFORMANCE MANAGEMENT 7.8.4.8.5.1. The HLR shall report: 1. transaction load and response time 2. database size 3. update and query failure rates 4. service activation time. 7.8.4.8.5.2. A variety of performance parameter measurements shall be recorded concerning the HLR and these shall be agreed in liaison with ICO during the requirements phase. However, typical parameters shall include: 1. Subscription activity/profile measurements 2. Number of Attempted/successful user location updates 3. Attempted/successful request for MSRN 4. Number of added subscribers by time period. 7.8.4.8.6. SECURITY MANAGEMENT 7.8.4.8.6.1. None 7.8.4.9. AUTHENTICATION CENTRE / EQUIPMENT IDENTIFICATION REGISTER 7.8.4.9.1. GENERAL DESCRIPTION 7.8.4.9.1.1. The AuC network element stores data for each mobile subscriber to allow the international mobile subscriber identity to be authenticated and to allow communication over the radio path between the mobile station and the network to be ciphered. The AuC is responsible for providing the authenticating keys for authorising ICO subscribers access to the ICONET 7.8.4.9.1.2. The EIR provides a global repository for the data required to validate the user terminal. It supports the detection of illegal or cloned equipment (white list), the detection of stolen equipment (black list) and the monitoring of faulty equipment (grey list). Page 140 of 192 ICO PROPRIETARY AND CONFIDENTIAL 374 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.4.9.2. GENERAL REQUIREMENTS 7.8.4.9.2.1. Management functions, functional entities and objects required from the EIR/AUC shall be as defined in the Ericsson SoC to GSM 12.02. 7.8.4.9.3. CONFIGURATION MANAGEMENT 7.8.4.9.3.1. The EIR shall maintain the following lists of user terminal IMEIs: 1. White List. These are ranges of "normal" devices, authorised to make calls on the network. 2. Grey List. These devices are "suspect" numbers. 3. Black List. IMEIs on the black list are either stolen, suspended for non-payment or are faulty devices. They are forbidden to make calls on the ICO network. 7.8.4.9.3.2. It shall be possible to set up a connection from the NODE-OS to the AuC/EIR. 7.8.4.9.3.3. It shall be possible to forward a command to the AuC/EIR and to receive the respective response. 7.8.4.9.3.4. It shall be possible to interrupt the reception of the current response. 7.8.4.9.3.5. It shall be possible to handle disconnection from the remote system. 7.8.4.9.3.6. The authority check on connections as well as on commands shall be performed. 7.8.4.9.4. FAULT MANAGEMENT 7.8.4.9.4.1. The NODE-OS shall monitor the operational state of the Local EIR/AuC. 7.8.4.9.4.2. Test procedures shall be available to test the Local EIR/AuC transactions as well as the communication to the Local EIR. 7.8.4.9.4.3. Alarms to be managed shall include: 1. Local AuC/EIR Hardware Fault Alarms 2. Database Update alarms 3. Automatic Database recovery initiated alarms 4. Database threshold alarms 5. Signalling failures on GSM interface links 6. Excessive number of retries on GSM interface links 7. Threshold Alarms. 7.8.4.9.4.4. It shall be possible to receive at the NODE-OS all events originating from the AuC/EIR. 7.8.4.9.4.5. The processing of the AuC/EIR events/alarms and the translation into NODE-OS event/alarm record format shall be supported. 7.8.4.9.4.6. The setting of the mandatory attributes and of the optional attributes in the NODE-OS alarm record shall be supported. 7.8.4.9.4.7. The connection to AuC/EIR shall be supervised. 7.8.4.9.5. PERFORMANCE MANAGEMENT 7.8.4.9.5.1. The EIR shall report: 1. transaction load and response time 2. database size 3. transaction response time 4. service activation time 5. queries for unidentified equipment 6. counts and ratios of grey list and black list "hits" versus white list "hits." 7.8.4.9.5.2. A variety of performance parameter measurements shall be recorded concerning the EIR and these shall be agreed in liaison with ICO during the requirements phase. However typical EIR Parameters shall include: 1. Number of total requests 2. Number of requests by MSSC 3. Number of "hits" by MSSC: a) Black list b) Grey list c) White list 1. Minimum, average, and peak response times to requests from the MSSCs 2. Number of queries for unidentified equipment 3. Database size and percent utilisation Page 141 of 192 ICO PROPRIETARY AND CONFIDENTIAL 375 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 4. Number of transmitted check IMEI request 5. Number of white answers in EIR 6. Number of grey answers in EIR 7. Number of black answers in EIR 8. Number of unknown IMEI answers 7.8.4.9.5.3. The AuC shall report: 1. transaction load and response time 2. database size 3. transaction response time 4. counts and ratios of failed challenges versus accepted challenges. 7.8.4.9.5.4. A variety of performance parameter measurements shall be recorded concerning the AuC and these shall be agreed in liaison with ICO during the requirements phase. However typical AuC parameters shall include: 1. Total number of transactions per hour 2. Total number of transactions per hour per MSSC 3. Database size and percent space utilisation 4. Response times to test transactions 5. Counts and ratios of successful versus failed challenges. 7.8.4.9.6. SECURITY MANAGEMENT 7.8.4.9.6.1. None 7.8.4.10. INTERWORKING LOCATION REGISTER (OPTION) 7.8.4.10.1. GENERAL DESCRIPTION 7.8.4.10.1.1. The ILR forms part of the cellular/satellite interworking function which enables roaming of ICO subscribers between the ICONET and other cellular networks as described in Section 4. The ILR is a database which is based on the ICO HLR construct. 7.8.4.10.2. GENERAL REQUIREMENTS 7.8.4.10.2.1. The following functionalities shall be supported in the dialogue between the NODE-OS and the switch: 1. connection and association handling; 2. command and response communication to and from the switch, including spontaneous report reception; 3. logging and authority control; 4. file administration; 5. file transfer; 6. event logging; 7. subscription handling, which is a general mechanism for distribution of files, delayed responses, and spontaneous reports received from the switch. 7.8.4.10.3. CONFIGURATION MANAGEMENT 7.8.4.10.3.1. Software management shall be incorporated into the ILR element. This shall enable: 1. The display of software properties for a selected network element to be supported. 2. The operator to search for a specific software unit or program correction, among a selected set of network elements or in the complete network. 3. Comparison among software revisions of a selected set of ILR or the complete network shall be supported. 4. The information stored in the NODE-OS database to be updated with the data of the ILR. 5. the operator to set certain filters in the tool properties that restrict the scope of the database retrieving operations. 6. importing of files from input media. 7. Handling of a suitable file store. 8. Files to be loaded into the AXE file store, before activation of software units. 9. software unit downloading. (i.e. loading of software, testing and activation) 10. Downloads of program correction command files shall be supported. Page 142 of 192 ICO PROPRIETARY AND CONFIDENTIAL 376 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.4.10.4. FAULT MANAGEMENT 7.8.4.10.4.1. The NODE-OS shall manage the alarms generated by the SAN-OSS switches ILR subsystem. 7.8.4.10.4.2. The NMC shall monitor the operational state of the ILR. 7.8.4.10.4.3. Test procedures shall be available to test the ILR transactions as well as the communication to the ILR. 7.8.4.10.4.4. Alarms to be managed shall include: 1. ILR Hardware Fault Alarms 2. Database Update alarms 3. Automatic Database recovery initiated alarms 4. Database threshold alarms 5. Signalling failures on GSM interface links 6. Excessive number of retries on GSM interface links 7. Threshold Alarms. 7.8.4.10.4.5. The NODE-OS shall encompass an alarm adaptation facility. This shall include: 1. The reception of the alarms from all ILRs currently specified to be supervised in the NODE-OS information model. 2. setting of mandatory attributes and several optional attributes in the Alarm Records. 3. the forwarding of created Alarm records to the Fault Management Kernel. 4. The conversion of an ILR alarm printout to an Alarm Record. 5. A database consistency check. This shall be made to update the ILR alarm information in NODE-OS after error situations. 6. The enabling/disabling of the AXE heartbeat supervision. 7. The setting of a heartbeat supervision interval. 8. The modification of the default values for mapping ILR alarm class to perceived severity and to probable cause. 9. The modification of the default values for mapping ILR Alarm Category. 10. The update of the Probable Cause value set for a specific Alarm Slogan. 11. The update of the ILR specific problem list (Alarm Slogans), of the ILR Probable Cause List, and of the ILR Event Type list. 12. The addition/removal of conversion rules for one or more Alarm Slogans. 13. The update of input parameters to conversion rules. 7.8.4.10.5. PERFORMANCE MANAGEMENT 7.8.4.10.5.1. The ILR shall report: 1. transaction load and response time 2. database size 3. update and query failure rates 4. service activation time. 7.8.4.10.5.2. A variety of performance parameter measurements shall be recorded concerning the ILR and these shall be agreed in liaison with ICO during the requirements phase. However, typical parameters shall be as per the HLR. 7.8.4.10.6. SECURITY MANAGEMENT 7.8.4.10.6.1. None. 7.8.4.11. INTELLIGENT NETWORK SYSTEM (F/R) 7.8.4.11.1. The IN platform provides customised services for calls to/from both ICO subscribers and roamers within the ICONET. 7.8.4.11.2. It consists of these network elements (in the following referred to as the IN systems): Service Switching Function (SSF), Intelligent Peripherals (IP), Service Control Point (SCP), Service Management Point (SMP), Service Creation Environment (SCE). 7.8.4.11.3. Provisions shall be included for the operator to manage the IN systems adopted across the various ICONET elements. Such management shall encompass: 1. Fault Management - monitoring of IN systems (including SMAS, SCP) shall be provided including alarm surveillance, alarm analysis. Fault detection, fault location and fault correction is required. 2. Alarm forwarding shall be supported from SMP/SCP to the NODE-OS (F/R) Page 143 of 192 ICO PROPRIETARY AND CONFIDENTIAL 377 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 3. Configuration Management - this shall encompass MSSC (SSF) and SS#7, network change introduction and maintenance support. It shall be possible to configure event thresholds. 4. Performance Management - the real-time collection, reporting and presentation of measurement data from the IN systems and counters shall be supported. The capability to collect statistics (usage of all IN services, errors when executing IN services, etc.). 7.8.4.12. SIGNALLING SYSTEM 7.8.4.12.1. CCITT (now ITU-T) No 7 acts as the signalling backbone channels for the signalling between the MSSC, TNM, SBS and IN elements. As such, its continual management is an important consideration. 7.8.4.12.2. CCS#7 Management shall be compliant with the relevant industry standards (e.g. ITU-T, ANSI SS7, Japanese SS7). 7.8.4.12.3. Provisions shall be included for the operator to manage the CCS7 signalling network adopted across the various ICONET elements. Such management shall encompass: 1. fault management - link monitoring shall be provided to detect, diagnose and treat real-time signalling link failures (both hardware and message transfer [MTP]). Testing of faults shall also be possible to confirm successful recovery action (e.g. link failure clearance, etc.). Serious faults shall be escalated and communicated to the SAN-OSS. for higher level correlation and attention. Reporting shall also be possible for potential failures such as congestion build up and blocking. 2. configuration management - this shall encompass (network planning (F/R)), network change introduction and maintenance support. 3. performance management - the real-time collection, (reporting and presentation of measurement data (F/R)) from the CC7 elements and counters (e.g. traffic parameters, signalling message lengths etc.). 7.8.4.12.4. (It shall be possible to retain a network-wide display of the CCS7 operations and resources (e.g. network set-up, routing, trunks, etc.) (F/R)). Management of the CCS7 shall be possible at the NMC. In addition, management of the various interconnecting links shall be possible via the MSSC and TNM, as appropriate (refer to Section 6.37). 7.8.5. SATELLITE ACCESS NODE 7.8.5.1. GENERAL DESCRIPTION 7.8.5.1.1. The SAN-OSS system is a single centralised point at the SAN where the complete functionality of the SAN can be monitored. The OSS also acts as a Mediation Device in support of the functionality required at the NMC. 7.8.5.1.2. The objective of the SAN-OSS system is to maximise the availability and performance of the local SAN equipment. 7.8.5.1.3. The OT&DF is to be treated as a SAN. 7.8.5.2. GENERAL REQUIREMENTS 7.8.5.2.1. The SAN-OSS OAM interface shall provide access to backup and restoration procedures associated with the SAN-OSS. 7.8.5.2.2. The SAN-OSS OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMC. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.5.2.3. It shall be possible to integrate further elements into the SAN-OSS at a later date with the minimum disruption, for the purposes of network expansion. 7.8.5.3. CONFIGURATION MANAGEMENT 7.8.5.3.1. The SAN-OSS OAM interface shall provide a facility for the SAN-OSS to supply status to the NMC. 7.8.5.3.2. The SAN OAM interface shall forward SAN events to the NMS, 7.8.5.3.3. The SAN OAM interface shall allow the NMS to: Page 144 of 192 ICO PROPRIETARY AND CONFIDENTIAL 378 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 1. configure SAN event parameters. 2. initiate archiving of the SAN event data. 3. purge SAN event data. 4. access SAN event data. 7.8.5.3.4. The SAN-OSS OAM interface shall provide access to parameters requiring configuration by the NMC. 7.8.5.4. FAULT MANAGEMENT 7.8.5.4.1. The SAN-OSS OAM interface shall forward the raising and clearing of SAN-OSS alarms to the NMC, including the following: 1. Miscellaneous alarms. 2. Communication alarms. 3. Equipment alarms. 4. Processing error alarms. 5. Quality of service alarms. 6. Alarm Severity. 7.8.5.4.2. Each SAN-OSS alarm forwarded to the NMC shall contain: 1. an object identifier unique to the SAN-OSS. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.5.4.3. The SAN OAM interface shall allow the NMS to: 1. configure SAN alarm parameters. 2. initiate archiving of the SAN alarm data. 3. purge SAN alarm data. 4. access SAN alarm data using filters supplied by the NMS. 7.8.5.5. PERFORMANCE MANAGEMENT 7.8.5.5.1. The SAN-OSS OAM interface shall allow the NMC to: 1. configure SAN-OSS performance parameters. 2. initiate archiving of the SAN-OSS performance data. 3. purge SAN-OSS performance data. 4. access SAN-OSS performance data using filters supplied by the NMC. 5. configure periodic transfer of SAN performance data to NMS using filters. 7.8.5.6. SECURITY MANAGEMENT 7.8.5.6.1. The SAN-OSS OAM interface shall provide access control facilities to all SAN-OSS OAM interface functionality. 7.8.6. HIGH POWER NOTIFICATION 7.8.6.1. GENERAL DESCRIPTION 7.8.6.1.1. High Power Notification delivers a short paging message to a user who is out of reach of the normal ICO communication services which are supported through line-of-sight satellite paths. The HPN service is a supplementary service that is triggered by failed mobile terminated (MT) short message delivery, and failed MT call attempts. 7.8.6.2. GENERAL REQUIREMENTS 7.8.6.2.1. The HPN OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.6.2.2. The HPN OAM interface shall encompass the management of the HPN hardware and software which implements the HPN-SC, the HPN Channel Manager, the HPN Local SRMS and HPN Channel Unit functions. Page 145 of 192 ICO PROPRIETARY AND CONFIDENTIAL 379 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.6.2.3. The HPN OAM subsystem shall support an interface to the SAN-OSS, for receipt of global configuration parameters and providing fault and performance management information. 7.8.6.2.4. The HPN OAM subsystem shall support an interface for an MMI to allow for local equipment control, and limited fault management. 7.8.6.2.5. The HPN ChM shall be capable of uploading the event records to the NMC via the HPN OAM subsystem. 7.8.6.3. CONFIGURATION MANAGEMENT 7.8.6.3.1. The HPN OAM interface shall: 1. allow the SAN-OSS to configure HPN event logging. 2. be used to report events to the SAN-OSS for archiving of the HPN event data. 3. provide HPN request/delivery event logs for SAN-OSS retrieval, via ftp 4. maintain HPN request/delivery logs for [7] days. 7.8.6.3.2. The HPN OAM interface shall forward low storage threshold alarms when the available event data storage reaches a level specified by the operator at the MMI 7.8.6.3.3. The HPN event data available through the HPN OAM interface shall consist of the following: 1. HPN request event records 2. HPN delivery event records. 7.8.6.3.4. The HPN OAM interface shall provide access to HPN subsystem parameters requiring configuration by the NMS, such as: 1. number of micro-diversity retries for HPN messages. 2. period between micro-diversity retries for HPN messages. 3. number of macro-diversity retries for HPN messages. 4. period between macro-diversity retries for HPN messages 5. HPN satellite selection criteria 6. H/V algorithm parameters. 7. ICONET SAN administrative / operational status parameters. 7.8.6.3.5. The HPN OAM interface shall allow an operator accessing remotely from the NMS to: 1. monitor the HPN to determine if the HPN is visible to the network. 2. initiate start-up and shutdown procedures for elements associated with the HPN. 3. enable/remove links from service. 7.8.6.3.6. Test Message Generation 1. It shall be possible to instigate test messages across the HPN service. 2. Pre-defined routine test messages shall be available and easily activated from the NMC and SAN. 3. It shall be possible for authorised users to enter test messages directly via the command line interface in emergency situations. 7.8.6.4. FAULT MANAGEMENT 7.8.6.4.1. The HPN OAM interface shall forward the raising and clearing of HPN alarms, associated with the five HPN functional subsystems (HPN-SC, HPN-ChM, HPN-Local SRMS, HPN OAM and HPN ChUs) to the NMS. This shall include alarms for the following: 1. Miscellaneous alarms. 2. Communication alarms. 3. Equipment alarms. 4. Processing error alarms. 5. Quality of service alarms. 6. Database update alarms. 7. Automatic database recovery initiated alarms. 8. Database threshold alarms. 9. Signalling failures on GSM interface links. 10. Excessive number of retries on GSM interface links. 7.8.6.4.2. The HPN OAM interface shall forward the raising and clearing of Channel Manager alarms to the NMS including the following: 1. Miscellaneous alarms 2. Communication alarms Page 146 of 192 ICO PROPRIETARY AND CONFIDENTIAL 380 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 3. Equipment alarms 4. Processing Error alarms 5. Quality of Service alarms 6. message arrival rate threshold exceeded 7.8.6.4.3. The HPN OAM interface shall forward the raising and clearing of Channel Unit alarms to the NMS, including the following: 1. Communication alarms 2. Equipment alarms 3. Processing error alarms 4. Quality of Service alarms 7.8.6.4.4. For each HPN alarm forwarded to SAN-OSS, the SAN-OSS shall save the following, and forward to the NMS: 1. an alarm identifier unique to the HPN. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.6.5. PERFORMANCE MANAGEMENT 7.8.6.5.1. The HPN OAM interface shall allow the NMS to: 1. retrieve event logs for HPN message request/delivery 2. retrieve raw HPN statistics counters 7.8.6.5.2. The HPN OAM interface shall forward low storage threshold alarms when the available performance data storage reaches a level specified by the NMS. 7.8.6.5.3. The HPN performance data available through the HPN OAM interface shall include the following: 1. HPN Request records. 2. HPN Delivery records 3. Performance Statistics including: a) number of successfully acknowledged HPN messages b) number of failed short message delivery attempts received c) number of failed incoming call attempts received d) number of macro-diversity attempts e) number of successful HPN attempts/satellite f) number of failed HPN attempts/satellite g) number of HPN messages redirected to other SANs 7.8.6.5.4. It shall be possible to display key summary performance data either locally at the HPN when a terminal is directly attached or remotely via a standardised remote login mechanism. 7.8.6.5.5. It shall be possible to access all performance data stored in the HPN MIB from the SAN-OSS and from the NMC. 7.8.6.6. SECURITY MANAGEMENT 7.8.6.6.1. The HPN OAM interface shall provide access control facilities to HPN OAM interface functionality. 7.8.7. PAYLOAD COMMAND SYSTEM 7.8.7.1. GENERAL DESCRIPTION 7.8.7.1.1. In order to make the most effective use of satellite resources, the Satellite Resource Management Centre (SRMC) plans the frequency bandwidth, gain, etc. allocated to each spot beam as the satellite moves (the channelisation plan), taking into account expected traffic load. The payload configuration data or frequency plan is then downloaded to the appropriate SAN for uploading to the satellite. 7.8.7.2. GENERAL NETWORK MANAGEMENT REQUIREMENTS 7.8.7.2.1. The interface between the PCS subsystem and the NMS shall be defined by a PCS to NMS Interface Control Document. 7.8.7.2.2. The NMC shall send the Burst Time Frequency Plan (BTFP) to all SANs such that all SANs are supplied with a consistent and valid representation of the payload configuration. Page 147 of 192 ICO PROPRIETARY AND CONFIDENTIAL 381 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.7.2.3. The NMS shall take remedial action if the payload configuration is not consistent with that planned so as to maintain service. 7.8.7.2.4. The NMC shall transfer spacecraft information collected by the PCS to the SRMC for the purposes of improving the use of the communications satellite resource planning. This information will consist of: [C and] S band power levels, Tropo and ALC alarms, and spacecraft command reject alarms. 7.8.7.3. NETWORK CONSISTENCY AND MANAGEMENT 7.8.7.3.1. The NMS shall send to the PCS subsystem the time window within which the payload update is to be successfully loaded at the satellite. 7.8.7.3.2. The NMS shall receive from the PCS subsystem the alarm indicating payload update failure (alarm shall include the last telemetered spacecraft sequence number value and reason for failure). 7.8.7.3.3. The NMS shall monitor the data from the SRMS Telemetry (ST) from each satellite. 7.8.7.3.4. Upon receipt of an alarm of inability to configure the payload, the NMC shall: 1. Log the event and alarm details. 2. Transfer the alarm information to the SCC if determined that the spacecraft is in error. 3. Determine a contingency plan. 4. Implement the contingency plan. 7.8.7.3.5. The NMC shall configure the PCS subsystems: 1. such that only one PCS subsystem can access each satellite SRMS-SC channel at any one time 2. to control the information elements and the interval that payload status information is transferred to the NMC 3. to control the PCS commanding repeat strategy in the event of PCS command failure. 7.8.7.4. PAYLOAD CONSISTENCY AND MANAGEMENT 7.8.7.4.1. The NMC shall archive the following Payload summary status information received from the PCS subsystem: 1. satellite power ([C and] S band) 2. Tropo detector events and ALC onsets 7.8.7.4.2. The NMS shall select the appropriate SAN site PCS subsystem and transfer the channelisation plan needed to update the satellite payload to that PCS subsystem. 7.8.7.5. GENERAL OAM REQUIREMENTS 7.8.7.5.1. The PCS OAM shall provide access to backup and restoration procedures associated with the PCS. 7.8.7.5.2. The PCS OAM shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.7.5.3. The PCS shall encompass the management of the PCS equipment and software comprising PCS Controller, Telemetry receiver, Port Synchroniser, SRMS Command Generator, Real Time HPN Command Generator, SRMS Command Modulator, HPN Command Modulator, etc. 7.8.7.6. CONFIGURATION MANAGEMENT 7.8.7.6.1. The PCS OAM shall forward PCS events to the NMS and also status information to the HPN Channel Manager in the HPN subsystem. 7.8.7.6.2. The PCS OAM shall allow the NMS to: 1. configure PCS event parameters. 2. initiate archiving of the PCS event data. 3. purge PCS event data. 4. access PCS event data. 5. configure the SAN antenna to be used for each satellite. 6. configure the information required for each PCS command link for each satellite including: 7) satellite ID Page 148 of 192 ICO PROPRIETARY AND CONFIDENTIAL 382 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8) Payload h/w configuration 9) command link frequency 10) command link polarisation. 7.8.7.6.3. The PCS OAM shall provide access to parameters requiring configuration by the NMS 7.8.7.7. FAULT MANAGEMENT 7.8.7.7.1. The PCS OAM shall forward the raising and clearing of PCS alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 4. ALC operation alarm. 5. transmission channel overdrive protection alarm. 6. satellite payload configuration mismatch. 7.8.7.7.2. Each PCS alarm forwarded to the NMS shall contain: 1. an object identifier unique to the PCS. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.7.7.3. The PCS OAM shall allow the NMS to: 1. configure PCS alarm parameters. 2. initiate archiving of the PCS alarm data. 3. purge PCS alarm data. 4. access PCS alarm data using filters supplied by the NMS. 7.8.7.8. PERFORMANCE MANAGEMENT 7.8.7.8.1. The PCS OAM shall allow the NMS to: 1. configure PCS performance parameters. 2. initiate archiving of the PCS performance data. 3. purge PCS performance data. 4. access PCS performance data using filters supplied by the NMS. 5. configure periodic transfer of PCS performance data to NMS using filters. 7.8.7.8.2. The PCS performance data available through the PCS OAM interface shall include the following: 1. SRMS commands received from the NMS and uploaded to the satellite 2. Command transmission status (including number of upload failures and retries) 3. HPN table command received from the NMS and uploaded to the satellite 4. Satellite [C Band] S Band Power Level. 5. Topo Detector alarms and ALC Level. 7.8.7.9. SECURITY MANAGEMENT 7.8.7.9.1. The PCS OAM shall provide access control facilities to all PCS OAM interface functionality. 7.8.8. RADIO FREQUENCY TERMINAL 7.8.8.1. GENERAL DESCRIPTION 7.8.8.1.1. The RFT contains a local OAM. The RFT can also be monitored and operated via the SAN-OSS and via the NMC. In normal conditions the RFT is monitored by the NMC and also by the SCC for TT&C. In the event of serious space segment failures, the SCC may take direct control of the RFT equipment. 7.8.8.1.2. The RFT OAM allows the operator to monitor and control the earth station radio terminal including the five tracking antennas and their associated subsystems, and the uplink and downlink chains. 7.8.8.1.3. For the purposes of network management, the RFT OAM monitors the equipment that is shared with the TT&C subsystem at the co-located SAN/TT&C sites. Page 149 of 192 ICO PROPRIETARY AND CONFIDENTIAL 383 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.8.1.4. The RFT shall encompass the management of the RFT equipment and software comprising the ACU, De-ice, Tracking Down Converter, Tracking Demodulator, C-band-HPA, S-LNA, TX/RX Path Selector, etc. 7.8.8.2. GENERAL REQUIREMENTS 7.8.8.2.1. The RFT OAM interface shall provide access to backup and restoration procedures associated with the RFT. 7.8.8.2.2. The RFT OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.8.2.3. The RFT OAM shall be provided in a [hot standby] redundancy configuration. 7.8.8.2.4. [The RFT OAM switchover shall not exceed 5 minutes]. 7.8.8.2.5. A logical link shall exist between the RFT OAM and the SAN-OSS to support the relevant information exchange (this shall include ephemeris data, etc.). 7.8.8.2.6. A direct logical interface shall be provided between the RFT OAM and the SCC (e.g. through the TT&C ground equipment) to exchange alarm, control and status information. 7.8.8.2.7. In emergency operation of the TT&C, the RFT OAM shall accept commands from the SCC only, and shall reject control attempts from the SAN-OSS, until the TT&C returns the control back to the SRMS controller. 7.8.8.2.8. The antenna shall be capable of Program Tracking where the antenna shall track the satellite autonomously based on the satellite ephemeris generated by the SCC and distributed via the NMC. 7.8.8.2.9. The RFT OAM system shall consist of two MMIs as a primary /secondary configuration in the central building. 7.8.8.2.10. The RFT OAM system shall provide a capability to connect another MMI in one of the RFT shelters. 7.8.8.2.11. The RFT OAM shall have the capability to present a graphical view of the RFT configuration chains and to send a command to change the parameters of RFT equipment. 7.8.8.2.12. It shall be possible to send RFT configuration commands from the NMC or SAN-OSS to the RFT system. 7.8.8.2.13. The RFT OAM shall provide an event logging function. 7.8.8.3. CONFIGURATION MANAGEMENT 7.8.8.3.1. The RFT OAM shall maintain the database as to which satellite each RFT Antenna is currently tracking or prepared to track at the moment. 7.8.8.3.2. The RFT OAM interface shall provide a facility for the RFT to supply status to the NMS, including the following: 7.8.8.3.3. Antenna Control Unit: 1. Control Mode. 2. Drive Mode. 3. Auto Transfer. 4. Program transfer. 5. Auto Enable. 6. Program Enable. 7. AZ Drive. 8. EL Drive. 9. AZ Position. 10. EL Position. 11. Satellite Acquisition. 12. Program Start Time. 7.8.8.3.4. De-ice: 1. Operation Mode. 2. Control Mode. 3. Main REF. 4. Sub REF. 5. Feed Horn. 6. Snow / ICE. Page 150 of 192 ICO PROPRIETARY AND CONFIDENTIAL 384 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7. Rain. 7.8.8.3.5. Tracking Down Converter: 1. Operational Condition. 2. Control Mode. 3. Frequency. 7.8.8.3.6. Tracking Demodulator: 1. Operational Condition. 2. Beacon Level. 3. PLL. 7.8.8.3.7. C-Band High Power Amplifier: 1. Operational Condition. 2. Control Mode. 3. Output Power. 4. LV. 5. HV. 6. Pre-Heat. 7.8.8.3.8. C-Band Low Noise Amplifier: 1. Operational Condition. 7.8.8.3.9. Tx/Rx Path Selector: 1. Control Mode. 2. TX Path-A/B Selection. 3. RX Path-A/B Selection. 7.8.8.3.10. TT&C Up Converter: 1. Operational Condition. 2. Control Mode. 3. Frequency. 7.8.8.3.11. TT&C Down Converter: 1. Operational Condition. 2. Control Mode. 3. Frequency. 7.8.8.3.12. Switch: 1. Control Mode. 2. SW Status. 7.8.8.3.13. C-Band Up Converter: 1. Operational condition. 7.8.8.3.14. C-Band Down Converter: 1. Operational condition. 7.8.8.3.15. Automatic Frequency Compensation: 1. Operational Condition. 2. Control Mode. 3. Pilot Frequency-1. 4. Pilot Frequency-2. 5. Pilot-1 Lock Status. 6. Pilot-2 Lock Status. 7. Hold Time. 7.8.8.3.16. 5/7GHz Translator: 1. Operational Condition. 2. Control Mode. 3. Local Frequency. 7.8.8.3.17. RFT Summary: 1. Operational Condition. 7.8.8.3.18. The RFT OAM interface shall provide a facility for the TT&C to supply status to the NMS, including the following: 7.8.8.3.19. TT&C upconverters: 1. Operational condition. 2. Frequency. 3. Upconverter number. 7.8.8.3.20. TT&C downconverters: 1. Operational condition. 2. Frequency. Page 151 of 192 ICO PROPRIETARY AND CONFIDENTIAL 385 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 3. Down converter number. 7.8.8.3.21. The RFT OAM interface shall forward RFT events to the NMS. 7.8.8.3.22. The RFT OAM interface shall allow the NMS to: 1. configure RFT event parameters. 2. purge RFT event data. 3. access RFT event data. 7.8.8.3.23. The RFT OAM interface shall provide access to parameters requiring configuration by the NMS, including the following: 7.8.8.3.24. Antenna Control Unit: 1. Drive Mode. 2. Auto Transfer. 3. Program transfer. 4. AZ Position. 5. EL Position. 6. Program Start Time. 7. Program parameter. 7.8.8.3.25. De-ice: 1. Operation Mode. 2. Main REF. 3. Sub REF. 4. Feed Horn. 7.8.8.3.26. Tracking Down Converter: 1. Frequency. 7.8.8.3.27. C-Band High Power Amplifier: 1. LV. 2. HV. 3. Alarm Reset. 7.8.8.3.28. Tx/Rx Path Selector: 1. TX Path-A/B Selection. 2. RX Path-A/B Selection. 7.8.8.3.29. TT&C Up Converter: 1. Frequency. 7.8.8.3.30. TT&C Down Converter: 1. Frequency. 7.8.8.3.31. Switch: 1. SW Status. 7.8.8.3.32. 5/7GHz Translator: 1. Local Frequency. 7.8.8.3.33. The RFT OAM interface shall provide access to TT&C parameters requiring configuration by the NMS. 7.8.8.4. FAULT MANAGEMENT 7.8.8.4.1. The RFT OAM interface shall forward the raising and clearing of RFT alarms to the NMS, including the following: 7.8.8.4.2. Communication alarms. 7.8.8.4.3. Antenna Control Unit: 1. Link. 2. Operational Condition. 3. Emergency Stop. 4. AZ Drive Fault. 5. EL Drive Fault. 6. Angle Fault. 7. Low EL. 8. Up Limit. 9. Down Limit. 10. CW Limit. 11. CCW Limit. 12. Dehydrator Alarm. 7.8.8.4.4. De-ice: Page 152 of 192 ICO PROPRIETARY AND CONFIDENTIAL 386 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 1. Major ALM. 2. Minor ALM. 7.8.8.4.5. Tracking Down Converter: 1. Operational Condition. 7.8.8.4.6. Tracking Demodulator: 1. Operational Condition. 2. Beacon Level Alarm. 7.8.8.4.7. C-Band High Power Amplifier: 1. Link. 2. Operational Condition. 3. RF CCT Alarm. 4. Cooling Alarm. 5. INTLK Alarm. 6. PS Alarm. 7. Low RF. 7.8.8.4.8. C-Band Low Noise Amplifier: 1. Operational Condition. 7.8.8.4.9. Tx/Rx Path Selector: 1. Link. 2. Path SEL Alarm. 7.8.8.4.10. TT&C Up Converter: 1. Operational Condition. 7.8.8.4.11. TT&C Down Converter: 1. Operational Condition. 7.8.8.4.12. C-Band Up Converter: 1. Operational Condition. 7.8.8.4.13. C-Band Down Converter: 1. Operational Condition. 7.8.8.4.14. Automatic Frequency Compensation: 1. Operational Condition. 7.8.8.4.15. 5/7Ghz Translator: 1. Operational Condition. 7.8.8.4.16. S-Band SSPA: 1. Operational Condition. 7.8.8.4.17. S-Band Low Noise Amplifier: 1. Operational Condition. 7.8.8.4.18. Miscellaneous Alarm: 1. Air Conditioner. 2. Fire Alarm. 7.8.8.4.19. RFT Summary: 1. Operational Condition. 7.8.8.4.20. The RFT OAM interface shall forward the raising and clearing of TT&C alarms to the NMS, including the following: 7.8.8.4.21. Equipment alarms [TT&C baseband equipment summary alarm]. 7.8.8.4.22. Each RFT alarm forwarded to the NMS shall contain: 1. an object identifier unique to the RFT. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 7.8.8.4.23. The RFT OAM interface shall allow the NMS to configure RFT alarm parameters. 7.8.8.5. PERFORMANCE MANAGEMENT 7.8.8.5.1. The RFT OAM interface shall allow the NMS to: 1. configure RFT performance parameters. 2. purge RFT performance data. 3. access RFT performance data using filters supplied by the NMS. 4. configure periodic transfer of RFT performance data to NMS using filters. 7.8.8.5.2. The RFT performance data available through the RFT OAM interface shall include threshold exceeding data statistics. Page 153 of 192 ICO PROPRIETARY AND CONFIDENTIAL 387 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 7.8.8.6. SECURITY MANAGEMENT 7.8.8.6.1. The RFT OAM interface shall provide access control facilities to all RFT OAM interface functionality. 7.8.9. SATELLITE BASE STATION 7.8.9.1. GENERAL DESCRIPTION 7.8.9.1.1. The Satellite Base Station is responsible for the monitoring and management of the Satellite Access Subsystem and the Satellite Processing Subsystem. The Satellite Access Subsystem consists of the channel units and their associated elements. The Satellite Processing Subsystem consists of the channel manager and its associated elements. The SBS domain also includes the OAM systems for the internal SBS Ethernet switch and GPS Receiver systems. 7.8.9.1.2. SBS OMC (Operations and Maintenance Centre) hosts the logical functions for SBS OAM, ChU OAM, CM OAM and RTRM OAM. The SBS OMC includes element management for CM, ChU, RTRM and SBS Ethernet Switch. 7.8.9.2. GENERAL REQUIREMENTS 7.8.9.2.1. The SBS OAM interface shall provide access to backup and restoration procedures associated with the SBS. 7.8.9.2.2. The SBS OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.9.2.3. The SBS OAM interface shall allow the NMS to: 1. configure SBS resource usage parameters. 2. initiate archiving of the SBS resource usage data. 3. purge SBS resource usage data. 4. access SBS resource usage data using filters supplied by the NMS. 7.8.9.2.4. The SBS OMC shall use an industry standard remote window protocol for displaying all SBS control and configuration applications on the SAN-OSS console. 7.8.9.2.5. The SBS OMC shall use an industry standard network management protocol to forward events and alarms to the SAN-OSS. 7.8.9.2.6. The SBS OMC shall transfer bulk statistics to the SAN-OSS via industry standard file transfer protocol. The transfer shall occur automatically on a timed schedule or via SBS OMC operator command. 7.8.9.3. CONFIGURATION MANAGEMENT 7.8.9.3.1. The SBS OAM interface shall provide a facility for the SBS to supply status to the NMS, including the following: 1. Channel Units. 2. Channel Manager. 3. Call Processor. 4. Channel Processor. 5. Switching and Transcoding Module (STM). 6. E1 Cards. 7. T1 Cards. 8. Ethernet Cards. 9. RTRM. 7.8.9.3.2. The SBS OAM interface shall forward SBS events to the NMS. 7.8.9.3.3. The SBS OAM interface shall allow the NMS to: 1. configure SBS event parameters. 2. initiate archiving of the SBS event data. 3. purge SBS event data. 4. access SBS event data. 7.8.9.3.4. The SBS OAM interface shall provide access to parameters requiring configuration by the NMS. Page 154 of 192 ICO PROPRIETARY AND CONFIDENTIAL 388 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 7.8.9.3.5. The SBS OAM interface shall provide access to Channel Manager parameters requiring configuration by the NMS, including the following: 1. Traffic switching between air interface and MSSC. 2. Ciphering control. 7.8.9.3.6. The SBS OAM interface shall provide access to Channel Unit parameters requiring configuration by the NMS, including the following: 1. Operational state. 2. Software download. 7.8.9.3.7. The SBS OAM interface shall provide access to RTRM parameters requiring configuration by the NMS, including the following: 1. threshold for disk utilisation. 7.8.9.4. FAULT MANAGEMENT 7.8.9.4.1. The SBS OAM interface shall forward the raising and clearing of SBS alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 4. Quality of service alarms. 7.8.9.4.2. The SBS OAM interface shall forward the raising and clearing of Channel Manager alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 7.8.9.4.3. The SBS OAM interface shall forward the raising and clearing of Channel Unit alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 7.8.9.4.4. The SBS OAM interface shall forward the raising and clearing of RTRM alarms to the NMS including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 4. Disk utilisation exceeds threshold. 7.8.9.4.5. Each SBS alarm forwarded to the NMS shall contain: 1. an object identifier unique to the SBS. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.9.4.6. The SBS OAM interface shall allow the NMS to: 1. configure SBS alarm parameters. 2. initiate archiving of the SBS alarm data. 3. purge SBS alarm data. 4. access SBS alarm data using filters supplied by the NMS. 7.8.9.5. PERFORMANCE MANAGEMENT 7.8.9.5.1. The SBS OAM interface shall allow the NMS to: 1. configure SBS performance parameters. 2. initiate archiving of the SBS performance data. 3. purge SBS performance data. 4. access SBS performance data using filters supplied by the NMS. 5. configure periodic transfer of SBS performance data to NMS. 7.8.9.5.2. The SBS performance data available through the SBS OAM interface shall include the following: 1. Channel Unit performance statistics. 2. Channel Manager performance statistics. 3. Number of channel requests. 4. Diversity allocation attempts. Page 155 of 192 ICO PROPRIETARY AND CONFIDENTIAL 389 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 5. Page requests. 6. Number of beam handovers. 7. Number of satellite handovers. 8. Number of channel units in use (traffic/control). 9. Number of active calls. 10. Number of failed calls due to hand-off failures. 7.8.9.5.3. The Channel Manager performance data available through the SBS OAM interface shall include the following: 1. Internal Handovers with successful re-establishment per ChM. 2. Internal Handovers without successful re-establishment per ChM. 3. Total requests for connections. 4. Total paging messages per ChM. 7.8.9.5.4. The Channel Unit performance data available through the SBS OAM interface shall include the following: 1. Processor utilisation. 2. Burst plans. 7.8.9.5.5. The RTRM performance data available through the SBS OAM interface shall include the following: 1. Number of channel units in use. 2. Number of active channels. 3. Number of channel handover attempts. 4. Number of channel handover failures. 5. Attempted handovers over beam, frequency, z-arc, satellite. 6. Failed handovers over beam, frequency, z-arc, satellite. 7.8.9.5.6. The performance measurements recorded by the SBS and available through the SAN-OSS OAM interface shall include the information to allow the calculation of: 1. total call (radio session) holding time categorised by UT location, mobile-originated or mobile-terminated, [service type], class of diversity, time and date. 2. total call (radio session) count (attempts and completion) categorised by UT location, mobile-originated or mobile-terminated, [service type], class of diversity, time and date. 7.8.9.5.7. The call (radio session) attempt count shall include ones that are blocked by the lack of frequency resources. The interval and resolution of measurements shall be chosen so that the measurement data can be efficiently utilised for traffic planning at the SRMC. 7.8.9.5.8. The performance measurements, identified above, recorded by the SBS shall be made available to the SRMC though the SAN-OSS. 7.8.9.5.9. Any Radio Session statistics data will be collected and reported on a per SBS basis, and will not span a SAN-to-SAN handover. 7.8.9.6. SECURITY MANAGEMENT 7.8.9.6.1. Access through the SBS OAM interface shall be controlled using password-based logins and feature control lists for SBS applications. 7.8.10. TERRESTRIAL NETWORK MANAGER 7.8.10.1. GENERAL DESCRIPTION 7.8.10.1.1. Each SAN has a Terrestrial Network Manager (TNM) to provide ICO-net routing, optimisation and vocoding functions. The TNM system interfaces between the MSSCs and the Channel Managers. The TNM routes calls to SANs, and invisibly to the MSSC and Channel Managers, and provides multiplexing for Inter-Site links and vocoding for Air Interface transmission via the Channel Managers. 7.8.10.1.2. The TNM will also manage the DCN (refer to Section 7.8.11). 7.8.10.2. GENERAL REQUIREMENTS 7.8.10.2.1. The TNM OAM interface shall provide access to backup and restoration procedures associated with the TNM. 7.8.10.2.2. TNM OAM failure switchover shall be automatic. 7.8.10.2.3. The TNM OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. Page 156 of 192 ICO PROPRIETARY AND CONFIDENTIAL 390 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the above three versions of software. 7.8.10.3. CONFIGURATION MANAGEMENT 7.8.10.3.1. The TNM OAM interface shall provide a facility for the TNM to supply status to the NMS, including the following: 1. RPC. 2. RPN. 3. MUX/Vocoder. 4. intersite route health status for the SAN. 7.8.10.3.2. The TNM OAM interface shall forward TNM events to the NMS 7.8.10.3.3. The TNM OAM interface shall allow the NMS to: 1. configure TNM event parameters. 2. initiate archiving of the TNM event data. 3. purge TNM event data. 4. access TNM event data. 7.8.10.3.4. The TNM OAM interface shall provide access to parameters requiring configuration by the NMS, including the following: 1. RPC. 2. RPN. 3. MUX/Vocoder. 4. intersite routing tables. 7.8.10.4. FAULT MANAGEMENT 7.8.10.4.1. The TNM OAM interface shall forward the raising and clearing of TNM alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 4. Quality of service alarms. 7.8.10.4.2. Each TNM alarm forwarded to the NMS shall contain: 1. an object identifier unique to the TNM 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.10.4.3. The TNM OAM interface shall allow the NMS to: 1. configure TNM alarm parameters. 2. initiate archiving of the TNM alarm data. 3. purge TNM alarm data. 4. access TNM alarm data using filters supplied by the NMS. 7.8.10.4.4. The TNM OAM shall support alarm filtering. 7.8.10.4.5. The TNM OAM shall support the same number of alarm severity levels (critical, major, minor, warning as referred to in Section 7.3) as the SAN-OSS for the purpose of categorising alarms displayed at an MMI. 7.8.10.5. PERFORMANCE MANAGEMENT 7.8.10.5.1. The TNM OAM interface shall allow the NMS to: 1. configure TNM performance parameters. 2. initiate archiving of the TNM performance data. 3. purge TNM performance data. 4. access TNM performance data using filters supplied by the NMS. 7.8.10.5.2. configure periodic transfer of TNM performance data to NMS using filters. 7.8.10.6. SECURITY MANAGEMENT 7.8.10.6.1. The TNM OAM interface shall provide access control facilities to all TNM OAM interface functionality. Page 157 of 192 ICO PROPRIETARY AND CONFIDENTIAL 391 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.11. DIGITAL COMMUNICATION NETWORK 7.8.11.1. GENERAL 7.8.11.1.1. The Digital Communication Network (DCN) is described in Section 6.5. 7.8.11.1.2. The DCN is integrated with the TNM OAM and forms part of the TNM OAM interface. 7.8.11.1.3. The management of the DCN and DCN components shall be the responsibility of the local TNM. The TNM OAM interface to the SAN-OSS and NMC shall support the DCN management functions. The DCN management functions shall include the functionalities listed below and in Sections 7.8.11.2, 7.8.11.3 and 7.8.11.4: 1. Each SAN DCN Encryption Device a. Normal/Fail b. I/O stream Normal/Fail c. [Bypass/Normal] d. [Configuration status] 2. Each SAN DCN Router/Bridge a. Normal/Fail b. Link Fail Alarm (if provided by selected equipment) c. Router statistics (via text dump, information provided will be vendor dependent) d. Router Table Display (via text dump) e. Router Table Load (via file download) 3. Each SAN TNM DCN MUX a. Normal/Fail b. I/O stream Normal/Fail c. Configuration status d. Configuration change e. [Diagnostics] 4. TNM OAM Aggregated Status a. DCN Direction/Route Normal/Fail (e.g. Dir A, Route B Fail) b. TNM Communications Timeout (link health check). 7.8.11.2. CONFIGURATION MANAGEMENT 7.8.11.2.1. The TNM OAM shall provide a facility for the TNM to supply status to the NMS including the following: 1. [DCN Encryption Device] at each SAN, at the NMCs and at the OT&DF (if provided); 2. TNM DCN MUX at each SAN, at the NMCs and at the OT&DF (if provided); 3. TNM Communications Timeout (link health check); 4. DCN Direction/Route status 7.8.11.2.2. The TNM OAM shall provide a facility for the DCN Router/Bridge at each SAN, at the NMCs and at the OT&DF (if provided) to display the Router Table. 7.8.11.2.3. The TNM OAM interface shall provide the facility to download the Router Table (for the DCN Router/Bridge at each SAN, at the NMCx and at the OT&DF (if provided)) from the NMS. 7.8.11.2.4. The TNM OAM interface shall provide a facility for the NMS to change the configuration of the DCN Router/Bridge at each SAN, at the NMCs and at the OT&DF (if provided) and [of the DCN Encryption Device at each SAN, at the NMCs and at the OT&DF (if provided)]. 7.8.11.2.5. The TNM OAM interface shall provide a facility for the NMS to get/set the enabled/disabled status of the encryption on each link (DCN Encryption Device Bypass/Normal). 7.8.11.3. FAULT MANAGEMENT 7.8.11.3.1. The TNM OAM interface shall forward to the NMS the raising and clearing of the alarms, including the following: 1. DCN Encryption Device at each SAN, at the NMCs and at the OT&DF (if provided); 2. I/O stream for the DCN Encryption Device at each SAN, at the NMCs and at the OT&DF (if provided); 3. DCN Router/Bridge failure at each SAN, at the NMCs and at the OT&DF (if provided); 4. DCN Router Bridge Link Failure; Page 158 of 192 ICO PROPRIETARY AND CONFIDENTIAL 392 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 5. TNM DCN MUX failure at each SAN, at the NMCs and at the OT&DF (if provided); 6. I/O stream for the TNM DCN Mux at each SAN, at the NMCs and at the OT&DF (if provided); 7. TNM Communication Timeout; 8. DCN Direction/Route Alarm. 7.8.11.3.2. [The TNM OAM interface shall provide diagnostics information for the TNM DCN MUX at each SAN, at the NMCs and at the OT&DF (if provided)]. 7.8.11.4. PERFORMANCE MANAGEMENT 7.8.11.4.1. The TNM OAM interface shall support access to router generated statistics for the DCN Router/Bridge at every SAN, at the NMCs and at the OT&DF (if provided). 7.8.11.4.2. (F/R) Typical DCN performance data to be reported to the NMS shall include: 1. network congestion; 2. error rate; 3. latency. 7.8.12. ICONET SYNCHRONISATION SYSTEM 7.8.12.1. GENERAL DESCRIPTION 7.8.12.1.1. Accurate timing/frequency synchronisation between elements of the ground network, radio/satellite and interconnecting terrestrial networks needs to be accomplished in order to support the mobile services being provided. At the system level the NMC requires to be able to control, audit and manage the network synchronisation as identified in Section 6.25.1. For this purpose, the synchronisation system is to be treated as a logical network element. 7.8.12.1.2. At the physical level, timing devices may well be integrated into the various network elements (e.g. SBS, TNM, etc.) and hence be monitored and managed by the controlling OAM. (SBS OAM, TNM OAM, etc.). However, this management needs to be pulled together and co-ordinated in order to provide a higher level view of the synchronisation subsystem at both the SAN-OSS and NMC. In addition, should additional external synchronisation devices be necessary then these will need to be managed through the synchronisation system OAM. 7.8.12.2. GENERAL REQUIREMENTS 7.8.12.2.1. From the NMC it shall be possible to graphically determine the hierarchical synchronisation network architecture being employed (e.g. active primary reference clock systems) and the real time status (e.g. GPS receiver device status, etc.). 7.8.12.2.2. The NMC shall support an interface to the SCC for the receipt of ephemeris data to be transferred to the SAN SRMS for delay estimation purposes as outlined in Section 6.25.1.3. 7.8.12.2.3. The following management functions in 7.8.12.3 to 7.8.12.6 shall be applicable where provided by the network elements 7.8.12.3. CONFIGURATION MANAGEMENT 7.8.12.3.1. From the NMC it shall be possible to activate re-synchronisation procedures in the case of fault and alarm conditions (timing deviations) being reported across the system. 7.8.12.3.2. From the NMC it shall be possible to introduce changes to the synchronisation mechanism with the minimal of disruption (i.e. switching to back-up or alternate timing sources, switching to another SAN timing mechanism, etc.). This configuration capability shall exist to the element level. 7.8.12.3.3. Switchover to primary and/or secondary timing sources shall be co-ordinated with the NMC beforehand (normal operation) or the NMC shall be notified immediately afterwards (emergency operation). 7.8.12.3.4. It shall be possible to undertake configuration audits concerning the synchronisation system from the NMC for tracing and investigative purposes. 7.8.12.3.5. Procedures shall be in place to routinely test and check redundant and secondary synchronisation systems. Page 159 of 192 ICO PROPRIETARY AND CONFIDENTIAL 393 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 7.8.12.4. FAULT MANAGEMENT 7.8.12.4.1. Devices making up the synchronisation system shall be continually monitored for fault and alarm conditions (e.g. device failures, etc.). 7.8.12.4.2. It shall be possible to configure fault thresholds to report aspects such as timing deviation levels, update rates, etc. from the NMC (global) or SAN-OSS (local). 7.8.12.4.3. The SAN-OSS shall filter and co-ordinate synchronisation data from the various timing devices and provide a summary of fault and alarm reporting to the NMC. 7.8.12.5. PERFORMANCE MANAGEMENT 7.8.12.5.1. The SAN-OSS shall collate and conduct suitable trend analysis on performance data concerning the synchronisation elements. 7.8.12.5.2. The NMC shall collate and conduct suitable trend analysis on reported synchronisation performance data across the ICONET and report conformance against the active network synchronisation plan. 7.8.12.5.3. Measurement and reporting of conformance of the synchronisation system against the criteria set in Section 6.25 shall be available (e.g. timing accuracy measures, stability, etc.). 7.8.12.6. SECURITY MANAGEMENT 7.8.12.6.1. Access control mechanisms shall be implemented concerning the synchronisation mechanism. 7.8.12.6.2. Access through the Synchronisation System OAM shall be controlled using password-based logins. 7.8.13. C-C SUBSYSTEM 7.8.13.1. It shall be possible for the NMS to: a) Display C-C link assignments per site (e.g. frequency, power) b) monitor status of C-C link c) [Control and] Manage C-C frequency/power allocation, as the equipment allows. 7.8.14. ICO ADMINISTRATIVE DATA CENTRE 7.8.14.1. The ICO Administrative Data Centre (ADC) is involved in the activities of provisioning, billing, partner care and legal interception. 7.8.14.2. The ADC shall provide its status to the NMS at all times. Any fault in the ADC shall be notified to the NMS 7.8.14.3. NMS shall perform a Health Check to the ADC periodically. The time interval shall be operator configurable. 7.8.14.4. Any CDR Log Alarm detected by the ADC shall be notified to the NMS, 7.8.14.5. Billing related complaints which can not be resolved at the ADC shall be forwarded to the NMS for possible resolution via call tracing facility at the NMS. 7.8.14.6. Relevant CDRs shall be sent from the ADC to the NMS. 7.8.14.7. Service affecting alarms shall be notified from the NMS to the I-ADC. Page 160 of 192 ICO PROPRIETARY AND CONFIDENTIAL 394 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8. PERFORMANCE REQUIREMENTS 8.1. CONDITIONS FOR PERFORMANCE REQUIREMENTS 8.1.1. Except where otherwise stated, all performance requirements shall be measured under the "Initial Value" load defined in Table 9-1 of Section 9.2. 8.2. BASIC QUALITY OF SERVICE 8.2.1. IGF VOICE LOOP DELAY 8.2.1.1. This is defined as the time from the inlet to the MSSC (4 wire mode) through the local TNM and via a remote TNM to the remote SBS output looped back at IF through the same SBS and the same TNM back to the MSSC inlet, in accordance with Test Configuration No. 2. The distance between the local TNM and the remote TNM shall be negligible. The transmitting channel unit shall be configured for the modulation scheme to be the same as the receiving channel unit. 8.2.1.2. The average IGF voice loop delay shall be less than 290 milliseconds assuming no other traffic. 8.2.2. SPEECH QUALITY IN MOS 8.2.2.1. This shall be measured using a test path as defined for the one way transmission delay time. 8.2.2.2. Value of speech quality shall be not less than [0.2] MOS less than the value achieved from a test of the vocoder algorithm connected in the standard manufacturer's supply environment hardware. 8.2.3. PROBABILITY OF CALL LOSS 8.2.3.1. For a call passing via an MSSC, the local TNM and local SBS to a UT via a satellite channel simulator, and subjected to blockage according to the channel blockage model defined below the probability of call loss excluding failures on the terrestrial side of the MSSC and errors in the UT shall be no greater than [0.1]% per minute of call holding time provided the radio link timer is set to more than 10 seconds and there are no other radio link impairments. 8.2.3.2. The channel blockage model for this requirement shall be one in which the radio link has no more than 10 second blockage in a single interruption and no more than 15 seconds aggregate blockage in a minute. 8.2.4. HANDOVER PERFORMANCE 8.2.4.1. HANDOVER INITIATION DELAY 8.2.4.1.1. The handover initiation delay is defined as the period from the moment the handover decision is made to the first bit of "Handover Command" is sent out of the SAN antenna to the UT. The required execution times are: 1. Intra Channel Manager: no more than 1 second for 95% of the time. 2. Inter-Channel Manager (same SBS): no more than 3 seconds for 95% of the time. 3. Inter-SBS: no more than 6 seconds for 95% of the time. The distance between the two SAN sites is assumed to be no more than 15,000km. 8.2.5. HANDOVER PERFORMANCE 8.2.5.1. The probability of the success of the complete Handover procedure shall be 99.5% providing the resources are available and excluding errors in the UT and propagation errors. 8.2.5.2. In the procedure for handover by channel re-assignment, the duration from the receipt of the Reassignment Complete at SBS to the re-connection of the traffic communication path shall not exceed: 1. Inter Channel Manager (same SBS) [40 msec] for 95% of time 2. Inter SBS [80 msec] for 95% of time. Page 161 of 192 ICO PROPRIETARY AND CONFIDENTIAL 395 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8.3. SMS QUALITY OF SERVICE 8.3.1. DELIVERY TIME 8.3.1.1. The delivery time for a short message from the entry point of the SMSC to the output of the SMSC shall be no greater than 10 seconds for 95% of the time under the busy hour loading condition as defined in Table 9-1 of Section 9.2. 8.3.2. PROBABILITY OF SMS NON-DELIVERY ON EACH DELIVERY ATTEMPT. 8.3.2.1. The SMSC shall not lose any SMS message at any time under normal operating conditions and under the busy hour loading condition as defined in Table 9-1 of Section 9.2. 8.4. AUTOMATIC FACSIMILE GROUP 3 (UP TO 9600BPS) QUALITY OF SERVICE 8.4.1. TRANSPARENT MODE 8.4.1.1. The one way transmission delay shall be no greater than [300] msec, assuming lowest delay slot assignment, for Test Configuration No. 2 8.4.1.2. The probability of lost calls (% per minute of call holding time) shall be no greater than 0.1% without noise injection 8.5. CIRCUIT MODE DATA (UP TO 9600BPS) QUALITY OF SERVICE 8.5.1. TRANSPARENT MODE 8.5.1.1. The one way transmission delay shall be no greater than [300] msec rms, assuming lowest delay slot assignment, for Test Configuration 2 8.5.1.2. The probability of lost calls (% per minute of call holding time) shall be no greater than 0.1% without noise injection 8.5.2. NON-TRANSPARENT MODE 8.5.2.1. The one way transmission delay shall be no greater than [300] msec rms, assuming lowest delay slot assignment, and no retransmissions for Test Configuration 2. 8.5.2.2. The probability of lost calls (% per minute of call holding time) shall be no greater than 0. 1 % without noise injection. 8.6. CIRCUIT MODE DATA (GREATER THAN 9600BPS) QUALITY OF SERVICE (TBD) 8.7. HPN QUALITY OF SERVICE 8.7.1. HPN IDLE MODE 8.7.1.1 The IGF shall allow a UT in HPN coverage and conformant with the Al specifications to maintain HPN operation with a duty cycle of [0.5]%. 8.7.2. HPN MESSAGE DELAY 8.7.2.1 The HPN subsystem shall have an average delay in transmitting a double length burst message, for e.g. SMS notification, or a quadruple length burst message, for e.g. failed MT call, including CLI, for the first delivery attempt (at 90% system capacity) of less than 3 or 4 minutes respectively; from the time that the message is received at the HPN-SC. The above condition shall be met when there are no pending messages for the UT at the HPN-SC. 8.7.3. HPN CAPACITY 8.7.3.1 The NMC SRMC and HPN subsystems shall support the mechanisms in the Air Interface to allow a variable HPN capacity. 8.7.3.2 The MSSC and HPN subsystem at each SAN shall support delivery of the following new message rates at each SAN: 1. 3 HPN escalations / sec due to failed MT-SMS 2. 6 HPN esacalations / sec due to failed MT call attempts. 8.7.3.3 The HPN subsystem shall modify message repeat mechanisms and flow control to prevent significant performance degradation in the event of over-loading. Page 162 of 192 ICO PROPRIETARY AND CONFIDENTIAL 396 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8.7.3.4 The HPN subsystem shall allow highly non-uniform message distribution with up to [1/4] of the traffic able to be handled in any one beam. 8.7.4. HPN TRANSMITTER AND RECEIVER CHARACTERISTICS 8.7.4.1 The HPN transmit channel units shall be capable of tuning to any IF frequency retuning to any frequency within a +/- 220 kHz offset from any valid HPN transmit frequency to a resolution of less than 10Hz and shall stabilise within 10 micro sec from receipt of a retuning command. 8.7.4.2 The HPN receiver shall have the following characteristics for the ACK/HP channel. 1. False Alarm Rate less than 0.001 2. Detection Probability greater than [92] % 3. Receive Frequency Uncertainty +/- 2.5 kHz 4. Receive burst Timing Uncertainty +/- 2.5 msec 5. Channel Fading Bandwidth 30 Hz AWGN 6. Received Phase Noise 6 degrees rms 6 degrees rms 7. Receiver Signal Level [41.5] dB Hz [31.5]dB Hz 8.8. GSM SUPPLEMENTARY SERVICES QUALITY OF SERVICE 8.8.1. TIME TO INVOKE OR CHANGE A SUPPLEMENTARY SERVICE 8.8.1.1. The maximum time from initiating a Supplementary Service Request until when this service has become available or changed (as requested by the user), including authentication, if required, shall be no greater than 400 msec. 8.9. SECTION NOT USED 8.10. SBS PERFORMANCE 8.10.1. CHANNEL ASSIGNMENT DELAY (RACH TO AGCH) Definition 8.10.1.1. Start instant: Input of the last bit of the RACH into the RFT antenna. 8.10.1.2. End instant: Output of the first bit of the AGCH from the RFT antenna. Test conditions: 8.10.1.3. No AGCH queue 8.10.1.4. Performance requirement: Delay less than 400 ms with 95% probability under full load 8.10.2. PAGING DELAY Definition 8.10.2.1. Start instant: Input of the last bit of the Page Request message into the SBS C7 link 8.10.2.2. End instant: Output of the first bit of the PCH from the RFT antenna. Test conditions: 8.10.2.3. No PCH queue; paging to a single beam. 8.10.2.4. Performance requirement: Delay less than 400 ms with 95% probability under full load. 8.10.3. POSITION DETERMINATION DELAY Definition 8.10.3.1. Start instant: Input of the last bit of the Initial Message into the RFT antenna 8.10.3.2. End instant: Output of the first bit of the CM Service Request message into the SBS C7 link Test conditions: 8.10.3.3. NO C7 QUEUE 8.10.3.4. Performance requirement: Delay less than 350 ms with 95% probability under full load. Page 163 of 192 ICO PROPRIETARY AND CONFIDENTIAL 397 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8.10.4. SECTION NOT USED 8.10.5. SIGNALLING TRANSIT TIME 8.10.5.1. The SBS-transparent signalling messages transit time is defined as the last bit of the message into the SBS and the first bit of the corresponding message out of the SBS and shall be no more than 110 ms for 95% of the time for channels other than SDCCH/2, and 190 ms for 95% of the time for the SDCCH/2 channel. 8.10.6. VOICE TRAFFIC TRANSIT TIME 8.10.6.1. The voice traffic transit time is defined as the duration between the last bit of a voice frame into SBS and the first bit of the corresponding voice frame out of SBS, including the FEC/Timing Part of the Voice Codec, and shall be less than the following values. 1. With diversity: no more than 40ms longer than the case without diversity. 2. Without diversity: no more than 49 ms (forward direction) and 62 ms (return direction) for 95% of the time assuming optimum slot synchronisation with the TNM. 8.10.7. NON-VOICE TRAFFIC TRANSIT TIME 8.10.7.1. The non-voice traffic transit time is defined as the duration between the last bit of a frame into SBS and the first bit of the corresponding frame out of SBS, and with no handover take place and shall be less than the corresponding values for voice plus slot alignment delay plus any interleaving delay. 8.10.8. LAYER 2 ACKNOWLEDGEMENT DELAY Definition 8.10.8.1. Start instant: Input of the last bit of a Layer 2 Signal Unit with the P bit set to 1 into the SBS demodulator. 8.10.8.2. End instant: Output of the first bit of the corresponding Layer 2 Signal Unit containing the acknowledgement to the received Signal Unit described in 8.10.8.1 from the SBS demodulator. Test conditions: 8.10.8.3. The Layer 2 used is in the acknowledgement mode. Performance requirement: 8.10.8.4. Mean delay less than 150 ms 8.10.8.5. 95 percentile delay less than 180 ms 8.11. AVAILABILITY 8.11.1. DEFINITIONS 8.11.1.1. The availability of the elements of a SAN site that support the traffic, voice and data (customer), switching and transport capacity of a SAN shall be calculated using the definitions, redundancy schemes, and associated equations of Bellcore Document, GR-512 CORE (Revision in effect on 31 October 1966) 8.11.1.2. A SAN shall be defined as being available when it can process and transport more than 70% of its rated traffic switching and transport capacity. When the SAN has lost 30% or more of its rated traffic switching and transport capacity due to SAN equipment failure the SAN shall be defined as unavailable. 8.11.1.3. Failures of SAN site power shall not be counted in calculating SAN availability. 8.11.1.4. Failure due to operator error, external physical damage to equipment or planned outages shall not be counted in calculating SAN availability. 8.11.1.5. Failure of Network Management, SRMC, HPN and other equipment that does not result in loss of SAN switching, transport or processing of voce and data traffic capacity shall not be counted in calculating SAN availability. 8.11.1.6. The availability of the following elements shall be specified and shall be considered available when each element can support at least 70% of its rated traffic (voice, data or administration information) transport and processing load. Page 164 of 192 ICO PROPRIETARY AND CONFIDENTIAL 398 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8.11.1.7. The systems shall be considered unavailable when the elements are unable to support at least 70% of their rated traffic (voice, data or administration information) transport and processing load due to IGF equipment failure. 8.11.2. REQUIREMENTS 8.11.2.1. For purpose of availability calculation, the MTTR shall be 4 hours or less for all replaceable elements of the SAN, NMC or Back up NMC, stocked on site, or 7 days for elements not stocked on site. 8.11.2.2. Basis of MTBF estimate shall be stated (e.g. data, comparison). 8.11.2.3. The Availability of a SAN site as defined above shall be equal or greater than 0.9996. 8.11.2.4. The availability of each traffic carrying subsystem of the IGF (including MSSC/VLR, HLR, ILR, IN Platform, TNM, SBS, and RFT subsystem) shall be equal or greater than 0.9999. 8.11.2.5. The IGF shall be designed so that the reliability of the NMC and non-traffic carrying elements of each SAN is not a significant factor in the SAN availability. 8.11.2.6. Availability of the HPN subsystem shall be greater than [0.9996]. 8.11.2.7. Offered traffic levels of up to 150% of the rated capacity shall be supported without any system failures. 8.11.2.8. Beyond the 150% of the rated capacity, rejection of calls shall be used to maintain the system in operation. 8.11.2.9. During the rejection process the system capacity may be less than 100% of the rated capacity. The MSSC shall support the rejection of Network Originated traffic during this period. The SBS shall support the rejection of UT Originated traffic during this period. Page 165 of 192 ICO PROPRIETARY AND CONFIDENTIAL 399 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- [FIGURE 8-1 AVAILABILITY DIAGRAM] Page 166 of 192 ICO PROPRIETARY AND CONFIDENTIAL 400 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- 8.11.3. ENVIRONMENTS 8.11.3.1. GENERAL 8.11.3.1.1. The equipment composing the IGF shall operate under the following environmental conditions. 8.11.3.2. EQUIPMENT IN THE MAIN BUILDING 8.11.3.2.1. Temperature, Humidity and Altitude Requirements: 1. IEC 721-3-3 Class 3K2. See Figure 8-2. 2. Temperature: 15 degrees C to 30 degrees C 3. Humidity: 10% to 75% RH, Relative Humidity, bounded by an absolute humidity range of 2 g/m (3) to 22 g/m(3). 4. Altitude: 0-10,000 feet, 0-3050 meters 8.11.3.2.2. Mechanical Requirements: 1. IEC 721-3-3 class 3M 1 2. Sinusoidal Vibration: 0.3 mm 2-9 Hz. 1 m/s(2) 9-200 Hz 3. Non Stationary Vibration Including Shock: 40 m/s (2) response spectrum L 8.11.3.3. EQUIPMENT IN THE RFT SHELTER 8.11.3.3.1. Temperature. Humidity and Altitude Requirements: 1. Temperature: 10 degrees C to 40 degrees C full performance -10 degrees C to 60 degrees C operational 2. Humidity: 5% to 95% RH, Relative Humidity, 3. Altitude: 0-2000 meters (up to 2300 m with special provisions) 8.11.3.3.2. Mechanical Requirements: 1. Sinusoidal Vibration: 5 mm(p-p)0.1-10 Hz 8.11.3.4. OUTDOOR EQUIPMENT 8.11.3.4.1. Temperature, Humidity and Altitude Requirements: 1. Temperature: -20 degrees C to 50 degrees C full performance -30 degrees C to 60 degrees C operational 2. Humidity: 0% to 100% RH, Relative Humidity, 3. Altitude: 0-2000 meters (up to 2300 m with special provisions) 8.11.3.4.2. Mechanical Requirements: 1. Sinusoidal Vibration: 5 mm(p-p)0.1-10 Hz Page 167 of 192 ICO PROPRIETARY AND CONFIDENTIAL 401 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 25 17th FEBRUARY 1997 - -------------------------------------------------------------------------------- [FIGURE 8-2 CLIMATOGRAM FOR 12 YEAR LIFE (ABSOLUTE HUMIDITY CURVES APPROXIMATED)] 8.12. TNM PERFORMANCE REQUIREMENTS 8.12.1. TNM TRANSIT TIME 8.12.1.1. PAGING 8.12.1.1.1. The paging transit time is defined as the time duration from the first bit of the Paging message received at the TNM from the MSSC until the first bit of the Paging message is sent from the same TNM to the last SBS of up to 3 selected target SBSs. 8.12.1.1.2. The paging transit time shall be less than 80 ms (mean) and 130 ms (95 percentile), under the load defined in Table 9-1 of Section 9.2. 8.12.1.2. TRANSPARENT MESSAGES 8.12.1.2.1. Message (excluding Paging) transit time is defined as the duration from the first bit of the message to TNM and the first bit of the same message out of the same TNM. Page 168 of 192 ICO PROPRIETARY AND CONFIDENTIAL 402 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 8.12.1.2.2. The transit time shall be less than 60 ms (mean) and 90 ms (95 percentile), under the load defined in Table 9-1 of Section 9.2. 8.12.1.3. VOICE TRAFFIC 8.12.1.3.1. The voice traffic transit time is measured as the time duration from the first bit of a voice circuit into the TNM to the corresponding bit out of the same TNM. The steady state value shall be less than the following 1. Towards mobile with transcoding: less than 94 ms (includes 72 ms for delay inherent in voice codec algorithm) assuming the TNM assigned optimum MCD slot is available. 2. From mobile with transcoding: less than 38 ms (includes 20 ms for delay inherent in voice codec algorithm). 3. Without transcoding (any direction): less than 14 ms assuming the TNM assigned optimum MCD slot is available. 8.12.1.4. GSM DATA/FAX TRAFFIC 8.12.1.4.1. The transit time is measured as the time duration from the first bit of a fax/data circuit into the TNM to the corresponding bit out of the same TNM and shall be less than [14] ms. 8.12.1.5. NON-GSM DATA TRAFFIC 8.12.1.5.1. The transit time is measured as the time duration from the first bit of a data circuit into the TNM to the corresponding bit out of the same TNM and shall be less than the following values. 1. Towards mobile: 82 ms plus slot alignment delay. 2. From mobile: 60 ms. 8.12.1.6. NON-GSM FAX TRAFFIC (THE IMAGE TRANSFER PART) 8.12.1.6.1. The transit time is measured as the time duration from the first bit of a fax circuit into the TNM to the corresponding bit out of the same TNM and shall be less than the following values. 1. Towards mobile: less than (82] ms plus slot alignment delay. 2. From mobile: less than 60 ms. 8.13. MSSC 8.13.1. MOBILE SWITCHING RESPONSE TIME 8.13.1.1. At rated traffic load as defined in Table 9-1 of Section 9.2, the following response time between a pair of signals shall apply. 8.13.1.2. TABLE 8-1 RESPONSE TIMES
Response Time Mean (ms) 95 percentile (ms) - --------------------------------------------------------------------------- 8.13.1.2. PSTN to UT - --------------------------------------------------------------------------- 1. IAM - Paging [80] 121 - --------------------------------------------------------------------------- 2. Paging Resp - Auth Req [30] 44 - --------------------------------------------------------------------------- 3. Auth. Resp - Ciph Mode Cmd [20] 33 - --------------------------------------------------------------------------- 4. Ciph Mode Com - Setup [30] 44 - --------------------------------------------------------------------------- 5. Alert - Assignment Req [20] 33 - --------------------------------------------------------------------------- 8.13.1.3. UT - PSTN - --------------------------------------------------------------------------- 1. CM Service Req - Auth Req [30] 44 - --------------------------------------------------------------------------- 2. Auth Resp - Ciph Mode Cmd [30] 66 - --------------------------------------------------------------------------- 3. Setup - Call Proceeding [30] 44 - --------------------------------------------------------------------------- 4. Modify Com - IAM [30] 44 - --------------------------------------------------------------------------- 5. ACM - Alert [30] 44 - ---------------------------------------------------------------------------
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Response Time Mean (ms) 95 percentile (ms) - ---------------------------------------- ----------- ---------------------- 6. ANS - Connect [20] 33 - ---------------------------------------- ----------- ---------------------- 8.13.1.4. Location Update (no HLR) - ---------------------------------------- ----------- ---------------------- 1. LU Req - LU Acc [50] 77 - ---------------------------------------- ----------- ---------------------- 2. LU Acc - Clear [80] 165 - ---------------------------------------- ----------- ---------------------- 8.13.1.5. SS CFU Registration - ---------------------------------------- ----------- ---------------------- 1. CM Serv Req - Ciph Mode Cmd [50] 88 - ---------------------------------------- ----------- ---------------------- 2. Ciph Mode Com - CM Serv Acc [240] 341 - ---------------------------------------- ----------- ---------------------- 3. Register - Register [20] 33 - ---------------------------------------- ----------- ----------------------
8.13.2. TRANSIT SWITCHING TBD 8.13.3. D-IWF TBD 8.13.4. GMSC TBD 8.13.5. IN-SSP (F/R) TBD 8.13.6. MSSC VOICE TRANSIT TIME 8.13.6.1 The MSSC voice transit time is defined as the time for a bit to pass from an inlet of the MSSC to an outlet of the same MSSC. 8.13.6.2 The MSSC voice transit time shall be less than 2 ms. Page 170 of 192 ICO Proprietary and Confidential 404 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- 9. CAPACITY REQUIREMENTS 9.1. DIMENSIONING DRIVERS 9.1.1. This section specifies the sizing of ICO elements. In the case where more than one unit may be provided (e.g. MSC/VLR, HLR), the sizing data relates to a single unit. The total number of units to be provided in the initial contract to ICO shall be defined in the SOW. 9.1.2. Individual elements of the ICONet Ground Facilities (IGF) will be dimensioned according to one, or more as appropriate, of the following dimensioning drivers: 1. traffic carrying capacity at an interface, defined in Erlangs, based on a starting point of 320 Erlangs on the A interface (SBS-TNM) and incremented in 100 Erlangs 2. call attempts, defined in numbers of call attempts per Busy Hour (an increment or a starting point is inappropriate to this measure) 3. number of subscribers, starting at 10,000 subscribers and incremented in 1,000 subscribers (note that where subscriber numbers are dynamic, such as in a VLR, the average number of simultaneous registered subscribers may also be less than 10,000) 4. other primary factors for specific items of equipment, for example, numbers of transactions per Busy Hour for the IN platform 9.1.3. The values stated in the Table under the heading 'Maximum Value' refer to the expansion capability of the equipment. 9.1.4. Individual elements shall be sized sufficiently to meet dimensioning drivers while meeting the appropriate performance requirements, such as the blocking budget, as defined in IGF Functional Requirements Document. 9.1.5. Management systems will be dimensioned to operate so as to support the management activity generated by the traffic load. 9.2. LGF ELEMENT SPECIFIC DETAILS 9.2.1. Table 9-1 describes the primary drivers and performance requirement (referenced to the IGF Functional Requirements TBD) for each element of the IGF. Page 171 of 192 ICO Proprietary and Confidential 405 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 25 17th February 1997 - -------------------------------------------------------------------------------- TABLE 9-1 PRIMARY CAPACITY DRIVERS FOR THE IGF
- ------------------------------------------------------------------------------------------------------------------------------------ IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ------------------------------------------------------------------------------------------------------------------------------------ 1. RFT C-Band EIRP towards total 77 dBW per 6.53.1 satellite per RFT polarisation - ------------------------------------------------------------------------------------------------------------------------------------ 2. RFT Number of Antennas per 5 NA 6.57.1.1 SAN - ------------------------------------------------------------------------------------------------------------------------------------ 3. SBS Traffic on the A interface 320E 4,800 E Blocking Budget 0.7% (9.3.4.1.2 (to TNM) Table 9-4) - ------------------------------------------------------------------------------------------------------------------------------------ 4. SBS Traffic on the Air 483 E (Assumption 1, 7,245 E Diversity traffic served by 2% (9.3.4.1.2 interface based on 320E, 7500 a single path. Table 9-4) BHLU, 6500 BHSMS) (Does not apply to signalling traffic) - ------------------------------------------------------------------------------------------------------------------------------------ 5. SBS Busy Hour Call Attempts 7680 BHCA (Assumption 250,000 BHCA Signalling transaction [ ] 2, based on 320E) delay - ------------------------------------------------------------------------------------------------------------------------------------ 6. SBS Busy Hour Location 7,500 (Assumption 6) 112,500 BHLU Location Update [ ] Updates transaction delay - ------------------------------------------------------------------------------------------------------------------------------------ 7. TNM Traffic on the A interface 320E 4,800 E Blocking Budget for SBS 0.7% (to SBS) interface (Assumption (10)) - ------------------------------------------------------------------------------------------------------------------------------------ 8. TNM Traffic on the A interface 320E 4,800 E Blocking Budget for 0.3% (to MSSC, PCM coded) MSSC interface, PCM coded (Assumption (10)) - ------------------------------------------------------------------------------------------------------------------------------------ 9. TNM Traffic on the A interface 64E 960 E Blocking Budget for 0.3% (to MSSC, compressed) MSSC interface, refers to MCD data compressed (Assumption (10)) - ------------------------------------------------------------------------------------------------------------------------------------ 10.TNM Semi-permanent traffic 4 calls (8 SANs) 22 calls Availability NA (DCN) 8 call (4 SANs) - ------------------------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------------------------ IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ------------------------------------------------------------------------------------------------------------------------------------ 11. TNM Busy Hour Call Attempts. 8448 BHCA (Assumption 275,000 BHCA Signalling transaction 8.12 2, based on 352E) delay - ------------------------------------------------------------------------------------------------------------------------------------ 12. MSSC/VLR Traffic on the A interface 320E 4800 E Blocking budget. 0.3% (to TNM, PCM coded) (Assumption (11)) - ------------------------------------------------------------------------------------------------------------------------------------ 13. MSSC/VLR Traffic on the A interface 8E 120 E Blocking budget. 0.3% (to TNM compressed) (Assumption (11)) refers to fully occupied 64k channel i.e. 8xMCD voice calls - ------------------------------------------------------------------------------------------------------------------------------------ 14. MSSC/VLR Traffic on the interfaces 320E 4,800 E Blocking budget. 0.3% to POI (including echo (Assumption (11)) cancellation as required) - ------------------------------------------------------------------------------------------------------------------------------------ 15. MSSC/VLR Traffic on the interfaces 64E (8 SANs) 4,800 E Blocking budget. 0.3% to other SANs 96E (4 SANs) (Assumption (11)) - ------------------------------------------------------------------------------------------------------------------------------------ 16. MSSC/VLR Traffic on the interface 16E 240 E Blocking budget. [0.3%] MSSC/D-IWF (5% of, and included in, (Assumption (11)) the POI Traffic) - ------------------------------------------------------------------------------------------------------------------------------------ 17. MSSC/VLR Traffic on the interface to 3.7E (per SAN - 240 E Blocking budget. [0.1%] Voicemail Assumption 3) (Assumption (11)) - ------------------------------------------------------------------------------------------------------------------------------------ 18. MSSC/VLR Facsimile traffic on the 0.4E per SAN 24 E Blocking budget. [0.1%] interface to the (Assumption 12) (Assumption (11)) Voicemail (F/R) - ------------------------------------------------------------------------------------------------------------------------------------ 19. MSSC/VLR Traffic on the interface to 8E (Assumption 4) 120 E Blocking budget. [0.1%] Recorded Voice (Assumption (11)) Announcements. - ------------------------------------------------------------------------------------------------------------------------------------ 20. MSSC/VLR Busy Hour Call Attempts. 8640 BHCA (Assumption 280,000 BHCA Signalling transaction 9.2.x 2, based on 360E) delay - ------------------------------------------------------------------------------------------------------------------------------------ 21. MSSC/VLR Busy Hour Registered 128,000 300,000 % of registrations 9.2.x Subscribers successfully completed. - ------------------------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------------------------ IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ------------------------------------------------------------------------------------------------------------------------------------ 22. MSSC/VLR Busy Hour Location 7,500 BHLU 26,400 Location Update [] Updates (Assumption 6) transaction delay - ------------------------------------------------------------------------------------------------------------------------------------ 23. MSSC/VLR C7 signalling link 10 to 16 To be stated by NEC NA NA hardware ports - ------------------------------------------------------------------------------------------------------------------------------------ 24. MSSC/VLR Nos. of high speed (>.6 16 per MSSC To be stated by NEC NA [] kbps) channels - ------------------------------------------------------------------------------------------------------------------------------------ 25. MSSC/VLR Busy Hour C7 signalling To be stated by NEC To be stated by NEC MTP transaction delay [] MTP transactions including STP functionality - ------------------------------------------------------------------------------------------------------------------------------------ 26. RVA source Traffic on interface 8E (Assumption 4) To be stated by NEC Blocking budget [1%] - ------------------------------------------------------------------------------------------------------------------------------------ 27. RVA source Busy Hour Call Attempts 2880 BHCA To be stated by NEC RVA access delay [] - ------------------------------------------------------------------------------------------------------------------------------------ 28. D-IWFs Traffic on interfaces. 16E (5% of POI Traffic) To be stated by NEC Blocking budget. [1%] - ------------------------------------------------------------------------------------------------------------------------------------ 29. D-IWFs Busy Hour Call Attempts 384 BHCA (Assumption To be stated by NEC Signalling transaction [] 2, based on 16E) delay - ------------------------------------------------------------------------------------------------------------------------------------ 30. AuC Number of 50,000 To be stated by NEC NA NA subscribers/equipment stored. - ------------------------------------------------------------------------------------------------------------------------------------ 31. AuC Busy Hour 6,000 (Assumption 12) To be stated by NEC Authentication delay [300 ms] Authentication Vector Requests. - ------------------------------------------------------------------------------------------------------------------------------------ 32. EIR Number of IMEIs stored. 50,000 To be stated by NEC N/A [] - ------------------------------------------------------------------------------------------------------------------------------------ 33. EIR Busy Hour IMEI checking 4500 (Assumption 6, 7) To be stated by NEC IMEI checking attempt [150 ms] attempts. delay. - ------------------------------------------------------------------------------------------------------------------------------------ 34. HLR Number of ICO 50,000 500,000 NA NA subscribers. - ------------------------------------------------------------------------------------------------------------------------------------ 35. HLR Busy Hour Service To be stated by NEC To be stated by NEC Service provisioning [] Provisioning attempts delay. - ------------------------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------------------------ IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ------------------------------------------------------------------------------------------------------------------------------------ 36. HLR Busy Hour Network and 6,750 (Assumption 6) 67,500 Registration transaction [] VLR registrations delay - ------------------------------------------------------------------------------------------------------------------------------------ 37. HLR Busy Hour Call Attempts 12,500 (Assumption 2, 9, 400,000 Signalling transaction [] (MT for ICO subscribers) based on 43E in 12 delay SANs) - ------------------------------------------------------------------------------------------------------------------------------------ 38. HLR Busy Hour C7 signalling {?}To be stated by NEC To be stated by NEC MTP transaction delay [] MTP transactions including STP functionality - ------------------------------------------------------------------------------------------------------------------------------------ 39. Voicemail Number of subscribers. 56,000 for each of 3 To be stated by NEC NA NA (OPTION) voice mail sites (Assumption 3) - ------------------------------------------------------------------------------------------------------------------------------------ 40. Voicemail Traffic on the interface to 15 E for each of 3 Voice To be stated by NEC Call completion rate. [] (OPTION) co-located MSSC Mail sites (Assumption 3). - ------------------------------------------------------------------------------------------------------------------------------------ 41. Voicemail Busy Hour Call Attempts 360 BHCA for each of 3 To be stated by NEC Signalling transaction [] (OPTION) Voice Mail sites delay (Assumption 3). - ------------------------------------------------------------------------------------------------------------------------------------ 42. Voicemail Hours of storage (voice 500 hours per Voice Mail To be stated by NEC Probability and hours of (OPTION) and fax). site. traffic lost per year. - ------------------------------------------------------------------------------------------------------------------------------------ 43. Voicemail Facsimile traffic on the 1.6 E (for each of 3 To be stated by NEC Blocking budget [] (OPTION) interface to MSSC (F/R) voicemail sites - (Assumption (11)). Assumption 12) - ------------------------------------------------------------------------------------------------------------------------------------ 44. SMSC Messages per busy hour 17,000 (platform used as 22,000 (platform used as Message handling delay 8.3.1 (OPTION) 100% SMSC) for each of 100% SMSC) for each of 3 SMSC sites 3 SMSC sites - ------------------------------------------------------------------------------------------------------------------------------------ 45. HPN Peak arrival rate of HPN 3 per second 3 per second Message handling delay 8.7 escalations per second from the MSSC due to failed MT-SMS - ------------------------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------------------------ IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ------------------------------------------------------------------------------------------------------------------------------------ 46. HPN Peak arrival rate of HPN 6 per second 6 per second [] escalations per second from the MSSC due to failed MT call attempts - ------------------------------------------------------------------------------------------------------------------------------------ 47. HPN Peak processing load 30 per second 30 per second [] HPN messages per second (representing a combination of satellite transmissions and inter-SAN routing of HPN messages) - ------------------------------------------------------------------------------------------------------------------------------------ 48. PCS (HPN) Average satellite {?} Command transmission [] command transmission delay rate. - ------------------------------------------------------------------------------------------------------------------------------------ 49. IS.41 IWF Number of ICO/IS.41 50,000 registered in To be stated by NEC NA NA (OPTION) subscribers capable of each direction roaming - ------------------------------------------------------------------------------------------------------------------------------------ 50. IS.41 IWF Busy Hour Network and 3,750 (Assumption 6) To be stated by NEC Registration delay [] (OPTION) ICO VLR registrations - ------------------------------------------------------------------------------------------------------------------------------------ 51. IS.41 IWF Busy Hour Call Attempts 4,100 (Assumption 2, 9, To be stated by NEC Signalling transaction [] (OPTION) (MT for ICO/IS.41 based on 14E in 12 delay subscribers) SANs) - ------------------------------------------------------------------------------------------------------------------------------------ 52. PDC IWF Number of PDC/ICO 50,000 To be stated by NEC NA NA (OPTION) subscribers capable of roaming - ------------------------------------------------------------------------------------------------------------------------------------ 53. PDC IWF Busy Hour Network and 1,900 (Assumption 64) To be stated by NEC Registration delay [] (OPTION) ICO VLR registrations - ------------------------------------------------------------------------------------------------------------------------------------ 54. PDC IWF Busy Hour Call Attempts 750 (Assumption 2, 9, To be stated by NEC Signalling transaction [] (OPTION) (MT for ICO/PDC based on 2.5E in 12 delay subscribers) SAN - ------------------------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------------------------ IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ------------------------------------------------------------------------------------------------------------------------------------ 55. PDC IWF Traffic through IMSC. 77 Erlangs (Assumption To be stated by NEC Blocking budget. 0.3% (OPTION) 9) - ------------------------------------------------------------------------------------------------------------------------------------ 56. PDC IWF Busy Hour Call Attempts 1,900 (Assumption 2, To be stated by NEC Signalling transaction [ ] (OPTION) through IMSC based on 77E) delay - ------------------------------------------------------------------------------------------------------------------------------------ 57. IN Platform Number of IN 50,000 1 M NA NA (F/R) subscribers. - ------------------------------------------------------------------------------------------------------------------------------------ 58. IN Platform Busy Hour IN 14,000 BHINT 3.6 M Transaction delay [ ] (F/R) transactions (Assumption 8) - ------------------------------------------------------------------------------------------------------------------------------------ 59. SRMC Number of satellites 12 24 NA NA - ------------------------------------------------------------------------------------------------------------------------------------ 60. SRMC Number of SANs 12 24 NA NA - ------------------------------------------------------------------------------------------------------------------------------------ 61. SRMC Number of spot beams 163 163 NA NA per satellite - ------------------------------------------------------------------------------------------------------------------------------------ 62. SRMC Number of filters per 490 490 NA NA satellite - ------------------------------------------------------------------------------------------------------------------------------------ 63. SRMC Satellite orbit period 6 hours 6 hours NA NA - ------------------------------------------------------------------------------------------------------------------------------------ 64. SRMC Planning Ground Cell 1 degree 1 degree [ ] size - ------------------------------------------------------------------------------------------------------------------------------------ 65. SRMC Payload command table 32,000 32,000 [ ] size - ------------------------------------------------------------------------------------------------------------------------------------ 66. SRMC HPN tables 4 4 [ ] - ------------------------------------------------------------------------------------------------------------------------------------ 67. SRMC Number of frequency co- 4 4 NA NA ordination regions - ------------------------------------------------------------------------------------------------------------------------------------ 68. DCN Number of 64 kbps ports 4 ports for 8 SANs Link network utilisation 8 ports for 4 SANs factor. [ ] - ------------------------------------------------------------------------------------------------------------------------------------
Page 177 of 192 ICO Proprietary and Confidential 411 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 9.2.2. ASSUMPTIONS/DERIVED DATA 1. Traffic on the Air Interface consists of A-interface traffic plus the traffic resulting from providing diversity paths to 40% of calls, plus the traffic resulting from registrations, location updates, IMSI attach and detach, and SMS. The registration and LU traffic is calculated based on 8 seconds of call holding time per LU. The SMS traffic is calculated based on 10 seconds per message. 2. BHCA calculation for units affected by MT and MO calls assumes the average call holding time across all calls (successful and unsuccessful) is 150s. 40% of calls are MT. Maximum BHCA values based on approx. 30 x times initial values (traffic growth = x10, capability for growth = x1.5, predicted decrease in avg. call duration resulting from unsuccessful call attempts = x 2) 3. Voice mail traffic 1.15% of SBS A-interface total. Maximum size SAN assumes 5% voice mail. 4. RVA traffic 2.5% of SBS A-interface total. Average RVA duration 10s. 5. Year 2010 SMMO=5m, SMMT=200m, HPN = 110m. Initial value 10%, Busy Day=Year/265, Busy Hour = Busy Day 12. SMS message length average 30 characters. 6. Assumes 0.25 Location Updates / Registered UT / Busy Hour. Also assumes 90% of ICO-HLR customers registered, 15% of IS.41 roamers, and 15% of PDC roamers. Initial registration average 0.1 Reg / UT / Busy hour. VLR change average 0.05 Reg / UT / Busy hour. NOTE: MSC/VLR Location Updates per Busy Hour based on 30,000 active registered subscribers, to maintain consistency with BAFO 2a figures. 7. Assumes that IMEI is checked on initial registrations to HLR. 8. Assumes 25% of MO calls require IN 9. MT called number distribution: ICO HLR 33%; ICO-GSM ILR 30%; GSM anonymous 24%; ICO-PDC ILR 2%; ICO-IS.41 ILR 11%. 10. The TNM is non-blocking, thus the blocking budget for the TNM is associated with the number of ports provided. 11. The MSSC is non-blocking, thus the blocking budget for the MSSC is associated with the number of circuits provided. 12. Assumes authentication check performed on MO and MT calls only, with 5 sets of triplets returned from each request to the AuC. 13. Facsimile traffic into the voicemail system is assumed to be 10% of the voice traffic and is additional to the voice traffic. (F/R) 9.3. SIZING REQUIREMENTS 9.3.1. NETWORK MANAGEMENT SYSTEM 9.3.1.1. The Network management system shall provide the capability for growth to accommodate the equipment corresponding to the ICO 10-year traffic model. 9.3.2. SWITCHING EQUIPMENT 9.3.2.1. Dimensioning rules for a typical switch are shown in the table below: 9.3.2.2. TABLE 9-2 DIMENSIONING RULES FOR A TYPICAL SWITCH
- --------------------------------------------------------------------------------------------------- TRAFFIC RATE 2.5 mERLANGS - --------------------------------------------------------------------------------------------------- Total traffic 320 Erlangs - --------------------------------------------------------------------------------------------------- Max. subscribers 128,000 - --------------------------------------------------------------------------------------------------- No. SUBSCRIBERS REGISTERED IN THE HLR 50,000 - --------------------------------------------------------------------------------------------------- % total traffic to announcements 0.025 % - --------------------------------------------------------------------------------------------------- % total traffic to voice mail 0.0115 % - --------------------------------------------------------------------------------------------------- % MPTY calls exc. monitoring 1 % - --------------------------------------------------------------------------------------------------- No. of subscribers to be monitored 10 - --------------------------------------------------------------------------------------------------- Holding time 150 secs - ---------------------------------------------------------------------------------------------------
Page 178 of 192 ICO Proprietary and Confidential 412 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- Data call holding time 240 secs - --------------------------------------------------------------------------------------------------- Direction C for transit required? No - --------------------------------------------------------------------------------------------------- Switch connects to SMS/HLR/VM? Yes - --------------------------------------------------------------------------------------------------- % total traffic which is data 5 % - --------------------------------------------------------------------------------------------------- BHCA/subscriber 0.06 - --------------------------------------------------------------------------------------------------- Loss probability 0.003 - --------------------------------------------------------------------------------------------------- T1 traffic 288 Erlangs - --------------------------------------------------------------------------------------------------- T2 traffic 32 Erlangs - --------------------------------------------------------------------------------------------------- T3 traffic 0 Erlangs - --------------------------------------------------------------------------------------------------- T4 traffic 32 Erlangs - --------------------------------------------------------------------------------------------------- ETC* to PSTN (No. of circuits) 356 - --------------------------------------------------------------------------------------------------- ETC* to SBS (No. of circuits) 356 - --------------------------------------------------------------------------------------------------- ETC* to TRANSIT (No. of circuits Dir. a) 47 - --------------------------------------------------------------------------------------------------- ETC* to TRANSIT (No. of circuits Dir. b) 47 - --------------------------------------------------------------------------------------------------- ETC* to TRANSIT (No. of circuits Dir. c) 0 - --------------------------------------------------------------------------------------------------- ETC* to VOCODER (No. of circuits outgoing) 47 - --------------------------------------------------------------------------------------------------- ETC* to VOCODER (No. of circuits incoming) 47 - --------------------------------------------------------------------------------------------------- ETC* to VOICE MAIL (No. of circuits) 0 - --------------------------------------------------------------------------------------------------- Data/fax circuits 39 - --------------------------------------------------------------------------------------------------- MPTY circuits 9 - --------------------------------------------------------------------------------------------------- ASTDR circuits 17 - --------------------------------------------------------------------------------------------------- ECPOOL3 circuits (echo cancellers) 340 - ---------------------------------------------------------------------------------------------------
*ETC = EXCHANGE TERMINAL CIRCUIT 9.3.3. HPN EQUIPMENT 9.3.3.1. TABLE 9-3 HPN EQUIPMENT [CAPTION] ================================================================================ 1. HPN - -------------------------------------------------------------------------------- 1.1 Work Station (Server) - -------------------------------------------------------------------------------- Sun Ultra 1/140 Server, 143 MHz Sized to handle a peak arrival 32Mb RAM, 2.1 Gbyte Disk OR an of 3 HPN escalations per Equivalent System (2 units) second from the MSSC due to failed MT-SMS and a peak 9.3.3.2. active/warm standby arrival of 6 HPN escalations per second from the MSSC due 9.3.3.2. Two (2) SS#7 interfaces to failed MT call attempts. to the MSSC from each workstation 9.3.3.2. Sized to handle a 9.3.3.2. no console (server models) peak processing load of 30 HPN messages (representing a combination of satellite transmissions and inter-SAN routing of HPN messages) per second. 9.3.3.2. - -------------------------------------------------------------------------------- 1.2 Channel Unit - -------------------------------------------------------------------------------- 4 (active) + 1 (in-line spare) HPN Transmit Channel Units 9.3.3.3.8 (active) + 2 (in-line spare) HPN Receive Channel Units - -------------------------------------------------------------------------------- 1.3 Software ================================================================================
Page 179 of 192 ICO PROPRIETARY AND CONFIDENTIAL 413 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- [CAPTION] ================================================================================ HPN Controller Software Hosted on the Sun Ultra Server 9.3.3.4. SUN Solaris OS Software - -------------------------------------------------------------------------------- 1.4 10 base T Ethernet Hub - -------------------------------------------------------------------------------- Two 12 port 10baseT hubs - -------------------------------------------------------------------------------- 1.5 IF distribution - -------------------------------------------------------------------------------- IF distribution local HPN rack ================================================================================
9.3.4. SBS EQUIPMENT 9.3.4.1. CAPACITY REQUIREMENTS SBS 9.3.4.1.1. GENERAL 9.3.4.1.1.1. This section covers the capacity requirements for the SBS, for both traffic and signalling. These requirements will be based on the traffic model specified in Table 9-5. 9.3.4.1.2. TRAFFIC CAPACITY SPECIFICATION 9.3.4.1.2.1. In the initial purchase, the SBS shall support a traffic capacity of 320 holding time Erlang at the SBS-TNM interface in each of the 12 SANs. The capacity of each SBS shall be possible to be increased in steps of 100 Erlang (holding time) up to a maximum of [4800 Erlang] in the largest SAN. 9.3.4.1.2.2. In order to meet the specified SBS-TNM interface capacity, sufficient Air-Interface capacity shall be provided based on the traffic model in Table 9-5. 9.3.4.1.3. BLOCKING PROBABILITY SPECIFICATION 9.3.4.1.3.1. The contribution to the end-to-end blocking probability attributable to the SBS will be determined by: 1. the availability of external satellite resources 2. the constraints imposed by these functional requirements and the underlying system design in the allocation of resources (e.g., z-arc design, maximum number of reuses, etc.) and 3. the constraints imposed by the IGF design in the allocation of resources. 9.3.4.1.3.2. The blocking probability of the SBS over and above any blocking due to external resources shall be as follows: 9.3.4.1.3.3. TABLE 9-4 BLOCKING PROBABILITY ALLOWANCE
---------------------------------- --------------------------------- CONTRIBUTION ALLOWANCE NOTES - ----------------------------------------------- ---------------------------------- --------------------------------- SBS (Erlang) Blocking probability <0.7 % 1 - ----------------------------------------------- ---------------------------------- --------------------------------- Diversity Blocking with diversity <[2%] 2 allocated at the call start - ----------------------------------------------- ---------------------------------- --------------------------------- Diversity Blocking with diversity <[12%] 3 allocated after call start - ----------------------------------------------- ---------------------------------- ---------------------------------
9.3.4.1.3.4. Notes: 1. Blocking probability with respect to all offered calls 2. Percentage of calls with diversity allocated at call start in which only one path can be connected. 3. Percentage of calls with diversity allocated after call start in which the diversity path cannot be connected without moving the first path. 4. The blocking percentages listed in Table 9-4 may need to be revised to take account of multiple radio resources being used for a call during mobile terminated call setup when the UT is moving from MP to NP coverage. Page 180 of 192 ICO Proprietary and Confidential 414 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 9.3.4.2. SBS CONTROL CHANNEL CAPACITY 9.3.4.2.1. RACH CAPACITY 9.3.4.2.1.1. In the initial purchase, the SBS shall provide adequate hardware to support one RACH channel per spot beam per satellite for 12 satellites each with 163 spot beams, uniformly distributed across SANs 9.3.4.2.1.2. The design will not preclude provisioning of RACH modems as required for the maximum [4800 Erlang] SAN. 9.3.4.2.2. TRANSMIT COMMON CHANNEL CAPACITY 9.3.4.2.2.1. In the initial purchase the SBS shall provide adequate Transmit common control channel hardware corresponding to the number of RACH channels. These Transmit Common Control Channels may be applied to BCCH, PAGCH, AGCH, CBCH as required. 9.3.4.3. SBS TRAFFIC MODEL 9.3.4.3. 1. TABLE 9-5 TRAFFIC MODEL - ----------------------------------------------------------------------- -------------------------------------------- Average call duration 150 seconds - ----------------------------------------------------------------------- -------------------------------------------- Average LU, IMSI attach, IMSI detach duration [4]seconds - ----------------------------------------------------------------------- -------------------------------------------- Channel type used for IMSI attach/detach and Location update SDCCH/2 - ----------------------------------------------------------------------- -------------------------------------------- Diversity provisioning at 100% loading 40% - ----------------------------------------------------------------------- -------------------------------------------- Diversity provisioning at 50% loading 100% of diversity eligible UTs - ----------------------------------------------------------------------- --------------------------------------------
9.3.4.4. SBS ASSIGNMENT ALGORITHM PERFORMANCE SIMULATION MODEL 1. 3 Satellite, [17] delay classes per satellite 2. Exponential distribution of traffic, randomised across sub cells. 3. Drive Frequency and Timeslot (f, t) planing relative to beam traffic load and 490 filters/satellite. 4. Generate traffic based on traffic distribution across sub-beams and Table 9-5. 5. Pass criteria: with assumed hardware meet the blocking probability defined in Table 9-4, for 320, ~1000, and 3200 Erlang. 9.3.5. TNM AND DCN EQUIPMENT 9.3.5.1. TABLE 9-6 TNM AND DCN EQUIPMENT [CAPTION] - -------------------------------------------------------------------------------- ITEM DESCRIPTION SIZING RULE - -------------------------------------------------------------------------------- 1. TNM - -------------------------------------------------------------------------------- 1.1 RPC - -------------------------------------------------------------------------------- 1.1.1 Sparc 1000 with 2 processors, 13 calls/sec full performance 512MB MM, 5GB HD, Ethernet 17 calls/sec peak Interfaces, 8mm Tape Drive (1+1 Redundancy) and CD ROM Drive 9.3.5.2. Max. 2000 Erlangs per RPC - -------------------------------------------------------------------------------- 1.1.2 MMI with one 10Bt and one 1 per RPC 100Bt Ethernet ports - -------------------------------------------------------------------------------- 1.1.3 DCN (E1)Control 2 per SAN TNM - -------------------------------------------------------------------------------- 1.1.4 RPN Ethernet Hubs (10BT) 2 per SAN for first 8 RPN's. 2 per 8 RPNs thereafter - -------------------------------------------------------------------------------- 1.1.5 Power Switchover 1 Per Rack - -------------------------------------------------------------------------------- 1.1.6 19" C&C Rack 1 Per RPC =======================================================================+========
Page 181 of 192 ICO PROPRIETARY AND CONFIDENTIAL 415 - ------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- ITEM DESCRIPTION SIZING RULE - -------------------------------------------------------------------------------- 1.2 TNM Software License 1 per TNM - -------------------------------------------------------------------------------- 1.3 Software Licenses - -------------------------------------------------------------------------------- 1.3.1 Solaris Operating System with Media 1 per RPC for first 2 SANs - -------------------------------------------------------------------------------- 1.3.2 Solaris Operating System without Media 1 per RPC subsequent SANs - -------------------------------------------------------------------------------- 1.3.3 Solstice - Runtime 1 per SAN site (2 for ITC)
- -------------------------------------------------------------------------------- 2 RPN SUBSYSTEM - -------------------------------------------------------------------------------- 2.1 FOR SAN - -------------------------------------------------------------------------------- Required MUX/VOC channels - -------------------------------------------------------------------------------- Traffic Channels + - -------------------------------------------------------------------------------- Blocking + - -------------------------------------------------------------------------------- Inter-site Traffic Channels + - -------------------------------------------------------------------------------- Inefficiencies + - -------------------------------------------------------------------------------- Signalling Channels + - -------------------------------------------------------------------------------- DCN Channels - -------------------------------------------------------------------------------- Traffic Channels - -------------------------------------------------------------------------------- PSTN Traffic in Erlangs converted to Ch - -------------------------------------------------------------------------------- (@ 0.3% blocking) - -------------------------------------------------------------------------------- Inter-site Traffic Channels - -------------------------------------------------------------------------------- SBS Terminated Traffic in Erlangs converted to Ch - -------------------------------------------------------------------------------- (Based on 10% of PSTN traffic) - -------------------------------------------------------------------------------- Plus quantity if required to maintain availability ratio. (0 in this case given 30% failure rate) - -------------------------------------------------------------------------------- Inefficiencies - -------------------------------------------------------------------------------- For channel manager handover, internal inefficiency is 1% per ChM. - -------------------------------------------------------------------------------- Signalling Channels - -------------------------------------------------------------------------------- Maximum of 1 per RPN (normally slot 31) No additional MUX/VOC channels required - -------------------------------------------------------------------------------- DCN Channels - -------------------------------------------------------------------------------- 2 ch (DSP) for each 64kbps of DCN *2 (refund) ================================================================================ TOTAL VOC/MUX CHANNELS REQUIRED - -------------------------------------------------------------------------------- 2.1.1 Vocoder/Mux Card Max 8 channels per card - -------------------------------------------------------------------------------- 2.1.2 RPN Processor Max 60 channels & 2 calls/sec - -------------------------------------------------------------------------------- 2.1.3 19" 6RU Shelf 1 per RPN - -------------------------------------------------------------------------------- 2.1.4 Power Unit - -------------------------------------------------------------------------------- 2.1.4.1 RPN Power Supply 1 per RPN - -------------------------------------------------------------------------------- 2.1.4.2 Mux/Voc Power Unit 1 per rack - --------------------------------------------------------------------------------
Page 182 of 192 ICO Proprietary and Confidential 416 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 2.1.5 Fan Unit 1 per RPN 2.1.6 19" C&C Rack 1 per 300 channels (min 4 initially) E1's SIZING PSTN Traffic PSTN traffic channels/30+ (N+E+W+S traffic ch)/30 * (packing factor-1)*2 Note: (packing factor -1)>=1 (min 2 each N,S,E,W direction for redund) SBS Traffic 2 Per ChM (each supports 160E) TOTAL E1's REQUIRED 2.2 FOR NMC #1 (DCN USE ONLY) REQUIRED MUX/VOC CHANNELS DCN CHANNELS For NMC (one link to each of 2 SANs) 2ch (DSP) for each 64 kbps of DCN Total Voc/Mux Ch (DSP) required 2.2.1 Vocoder/Mux Card Max 8 channels per card 2.2.2 RPN/RPC Processor (Min 2) maximum of 2 Mbps each 2.2.3 19" 6RU Shelf 1 per RPN 2.2.4 Power Unit 2.2.4.1 RPN Power Supply 1 per RPN 2.2.4.2 Mux/VOC Power Unit 1 per Rack 2.2.5 Fan Unit 1 per shelf 2.2.6 19" C&C Rack 1 per NMC 2.3 FOR NMC #2 (DCN USE ONLY) REQUIRED MUX/VOC CHANNELS DCN CHANNELS For NMC (one link to each of 2 SANs) 2ch for each 64 kbps of DCN Total Voc/Mux Ch (DSP) required 2.3.1 Vocoder/Mux Card Max 8 channels per card 2.3.2 RPN/RPC Processor (Min 2)b maximum of 2 Mbps each 2.3.3 19" 6RU Shelf 1 per RPN 2.3.4 Power Unit 2.3.4.1 RPN Power Supply 1 per RPN 2.3.4.2 Mux/VOC Power Unit 1 per Rack 2.3.5 Fan Unit 1 per 2 shelf 2.3.6 19" C&C Rack 1 per NMC 2.4 Installation Materials 1 per SAN
- -------------------------------------------------------------------------------- Page 183 of 192 ICO Proprietary and Confidential 417 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - --------------------------------------------------------------------------------
3 DIGITAL COMMUNICATION NETWORK - ------- ---------------------------------------------------------------------- 3.1 SAN - 2 PORT AT 8 SANs 3.1.1 Switching Hub/Router 3.1.1.1 Ethernet Switch 10Bt/100Bt 1 per backbone, i.e. 2 per SAN 3.1.1.2 X.25/TCP Brg 2 per SAN (MSSC OAM INTFC) 3.1.1.3 Hub 10Bt 2 per SAN for HPNC, MSSC OAM et. 3.1.2 Compression 3.1.2.1 Compression 1 per A & B links in the E & W directions 3.1.3 Installation Materials 3.1.3.1 19" Rack 3.1.3.2 Cables 3.1.3.3 Hardware 3.2 SAN - 3 PORT AT 4 SANs 3.2.1 Switching Hub/Router 3.2.1.1 Ethernet Switch 10Bt/100Bt 1 per backbone, i.e. 2 per SAN 3.2.1.2 X.25/TCP Brg 2 per SAN (MSSC OAM INTFC) 3.2.1.3 Hub 10Bt 2 per SAN for HPNC, MSSC OAM etc. 3.2.2 Compression 3.2.2.1 Compression 1 per A & B links in the E & W & N directions 3.2.3 Installation Materials 3.2.3.1 19" Rack 3.2.3.2 Cables 3.2.3.3 Hardware 3.3 NETWORK MANAGEMENT CENTRE (NMC) 3.3.1 Hub/Router 3.3.1.1 Hub 10Bt 1 per NMC Port 3.3.2 Compression 3.3.2.1 Compression 1 per A & B link for each NMC 3.3.3 Installation Materials 3.3.3.1 19" Rack 3.3.3.2 Cables 3.3.3.3 Hardware
- -------------------------------------------------------------------------------- Page 184 of 192 ICO Proprietary and Confidential 418 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 9.4. NETWORK INTERFACE 9.4.1. A two port SAN shall provide a capacity, for connecting calls to the terrestrial networks, of 320 Erlangs to the PSTN via one route plus 64 Erlangs in two equal parts for inter-site traffic, excluding DCN and signalling which shall be provided appropriately. 9.4.2. A three port SAN shall have provide a capacity, for connecting calls to the terrestrial networks, of 320 Erlangs to the PSTN via one route plus 96 Erlangs in three equal parts for intersite traffic, excluding DCN and signalling which shall be provided appropriately. Page 185 of 192 ICO PROPRIETARY AND CONFIDENTIAL 419 [BLANK PAGE] 420 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 10. SECTION NOT USED Page 186 of 192 ICO PROPRIETARY AND CONFIDENTIAL 421 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 11. REFERENCE CONFIGURATION FOR PERFORMANCE MEASUREMENT [TEST CONFIGURATION NO. 1] [FIGURE 11-1 TEST CONFIGURATION NO. 1] Page 187 of 192 ICO PROPRIETARY AND CONFIDENTIAL 422 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- [TEST CONFIGURATION NO. 2] [FIGURE 11-2 TEST CONFIGURATION NO. 2] Page 188 of 192 ICO PROPRIETARY AND CONFIDENTIAL 423 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- [TEST CONFIGURATION NO. 3] [FIGURE 11-3 TEST CONFIGURATION NO. 3] Page 189 of 192 ICO Proprietary and Confidential 424 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- [TRAFFIC BLOCK DIAGRAM] [FIGURE 11-4 TRAFFIC BLOCK DIAGRAM] Page 190 of 192 ICO PROPRIETARY AND CONFIDENTIAL 425 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 12. OTHER CONTRACT SERVICES 12.1. OPERATIONAL TEST & DEVELOPMENT FACILITY (OT&DF) (F/R) 12.1.1. GENERAL 12.1.1.1. The OT&DF shall be used for the training and testing facility for human resources, equipment, services and new developments. The OT&DF shall have the provision to connect into the live network and support other off-line analysis activities and exercises. In addition, the OT&DF shall be used to support particular investigations concerning the network and help with the continual planning and evolution of the network. 12.1.1.2. The OT&DF shall represent a multi-functional facility for the support of Operations and Engineering personnel. 12.1.1.3. In order to deliver these capabilities then the OT&DF shall support and/or provide the following capabilities/facilities : 1. TRAINING FACILITY : The Centre shall be the primary facility for both technical and operational training including vendor training (e.g. MSSC). To encompass this then the Centre shall be equipped with a scaled down version of the SAN equipment. Also, the Centre shall include test equipment and tools used by the operations staff in the management of the live network. 2. ENGINEERING AND TECHNICAL DEVELOPMENT FACILITY: The centre shall provide the facilities which allow engineers to develop potential new services/features. 3. TEST AND VALIDATION FACILITY : The Centre shall be used to test new engineering plans before introduction. The centre shall have the capability for performing an array of tests for pre-service, in-service, remote, and local testing of hardware, software and services. In addition, the OT&DF shall be used to develop, test and prove the suitability of operations procedures which shall be adopted at the NMC and/or SAN sites. 4. OPERATIONAL TESTING : The centre shall allow for some live testing using spare capacity in the ICO space segment. 5. DEMONSTRATION FACILITIES: The OT&DF shall be equipped with demonstration capabilities for benefit of prospective customers, operators, and service providers. 6. TEST EQUIPMENT : The Centre shall have the capability to run off-line (via use of purpose built equipment and simulators) and on-line testing. The later shall require authorisation and access to an operational SAN. 12.1.1.4. The OT&DF is a miniature ICO network restricted to one SAN and with restricted capacity within that SAN. 12.1.1.5. The OT&DF shall comprise of the items listed below. For a more detailed list of items, see the equipment list of Annex 1 of the SOW. Note also that in case of conflict, Annex 1 of the SOW shall take precedence over the equipment list contained within this document. 12.1.1.6. Two complete RFT subsystems, including both C-band and S-band Equipment (excluding the axial ratio compensation subsystem and depending on location the radome, de-icing). 12.1.1.7. A set of the following hardware; 1. A minimum of 14 BCCH Signalling Channel Units 2. A minimum of 14 RACH Signalling Channel Units 3. A minimum quantity of TCH Communications Channel Units to allow for 40 Erlangs (including Diversity) of traffic. 4. A TNM with a capacity of 32 Erlangs 5. A minimum of 4 HPN Channel Units 6. A minimum set of channel managers capable of supporting the above channel units. Associated Channel Managers: A minimum set capable of supporting the above channel units. 7. A SAN OSS system responsible for the training SAN only. This OSS system shall be connected to the centralised ICO NMC. 8. Miscellaneous: ALC, AFC and all other subsystems required for normal operation of the SAN. Page 191 of 192 ICO PROPRIETARY AND CONFIDENTIAL 426 - -------------------------------------------------------------------------------- EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 25 17th February 1997 - -------------------------------------------------------------------------------- 12.1.1.8. Fully operational software for the test SAN enabling it to function as a reduced capability (in terms of traffic only) SAN. The OT&DF shall only contain special software to the extent that is necessary to override its operations and protect the main ICO network from interference. 12.1.2. SAN NETWORK MANAGEMENT 12.1.2.1. A local network management subsystem (LNMS - including the NODE-OS, NMC NMS and SRMC) shall be installed at the OT&DF. 12.1.2.2. The LNMSC shall have the ability to be operated from the centralised ICO NMC site. A dedicated 64kbps link shall be used to link the two sites. This link shall be controlled by the TNM. 12.1.2.3. The OT&DF will have its programmable routers under the control of the main network NMS, which will allow for isolation or connection of the SAN portion to the main network. 12.1.2.4. When isolated, the technical centre SAN may be connected to the local NMC. 12.1.2.5. Connection of the local NMC to the technical centre SAN portion is under control of the main network NMS. 12.1.2.6. The RF equipment at the technical centre SAN shall normally be under control of SAN-OSS, however, an override control function will be provided. 12.1.2.7. This override control function will enable the SAN RFT to be activated when permission is granted from the NMC. It may be de-activated at any time autonomously by the technical centre SAN. 12.1.2.8. The local NMC shall at no time be capable of being connected to the main DCN. 12.1.2.9. The main NMC may request control of the technical centre from the Local NMC or may release control to the local NMC. 12.1.3. MSSC/VLR AND HLR/AuC 12.1.3.1. A minimum configuration of the following list of equipment: 1. MSSC/VLR 2. HLR/AuC 3. IN 4. CCS7 Links 5. Trunks 6. Conference Links 7. Echo Cancellers 12.1.3.2. The functions of these MSSC/VLR/HLR/AuC/IN shall be identical to that available for the same equipment in a SAN. 12.1.3.3. A simulator connection limited by the simulator's capabilities, shall be provided. 12.1.3.4. A general purpose patch field will be provided to provide interconnection of various portions of the IF equipment and simulators. 12.1.3.5. Any additional equipment to provide for varying configurations, particularly, band switching satellites simulation conversions, is not provided in this contract. Page 192 of 192 ICO PROPRIETARY AND CONFIDENTIAL 427 SCHEDULE 14: STATEMENT OF WORK 428 [ICO LOGO] ICO GLOBAL COMMUNICATIONS 1 QUEEN CAROLINE STREET HAMMERSMITH LONDON W6 9BN UNITED KINGDOM TEL: 181 600 1000 FAX: 181 600 1199 I-CO SERVICES LIMITED REGISTERED IN ENGLAND: NO. 3045294 REGISTERED OFFICE: 1 QUEEN CAROLINE ST. LONDON W6 9BN UK ANNEX 11 - AIR INTERFACE SIGNALLING PROTOCOL VALIDATION COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT ALL INFORMATION CONTAINED IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL COMMUNICATIONS OR ANY OTHER MEMBER OF THE ICO GLOBAL COMMUNICATIONS GROUP AND INTENDED ONLY FOR THE ADDRESSEE TO WHOM THIS COPY IS ADDRESSED. THE RECIPIENT SHALL NEITHER COPY, DISTRIBUTE, DISCLOSE OR USE THE INFORMATION CONTAINED IN IT FOR ANY PURPOSE OTHER THAN FOR WHICH THIS DOCUMENT HAS BEEN MADE AVAILABLE NOR PERMIT ANYONE ELSE TO DO THE SAME. THE RECIPIENT SHALL BE HELD FULLY LIABLE FOR ANY WRONGFUL DISCLOSURE OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT BY HIM, OR HIS OFFICERS OR EMPLOYEES OR ANYONE ELSE TO WHOM HE MAKES THE INFORMATION AVAILABLE. DOCUMENT NO.: EN-IG-ICO-SW/000013 VERSION: 2.2 DATE: 26 February 1997 PREPARED ICO NEC AUTHOR: TITLE: VP ICONET TITLE: PM SIGNATURE: /s/ G.L. Titzer SIGNATURE: /s/ T. Furukawa 429 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- AMENDMENT RECORD
REVISION DATE CN NO. REASON FOR CHANGE -------- ---- ------ ----------------- 1.0 14/2/97 NEC Contract Issue 2.0 17/2/97 Final NEC Comments 2.1 18/2/97 Incorporate minor comments to para's 6.1 and 7.5 2.2 26/2/97 Minor editorial changes
2 Confidential and Proprietary to ICO Global Communications 430 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. GENERAL 4 2. OBJECTIVES AND SCOPE 7 3. TASK ORGANISATION 9 4. SUPPORT MATERIAL 12 5. TASKS 12 6. DOCUMENTATION 23 7. AIPV PROJECT MANAGEMENT 29 3 Confidential and Proprietary to ICO Global Communications 431 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 1. GENERAL The Contractor will supply ICO with Air Interface signalling protocol validation services and facilities (the "AIPV") as set out in this ANNEX. 1.1 BACKGROUND ICO is progressing the technical definition and procurement of a global satellite communications system providing digital cellular-like services to users equipped with handheld and other User Terminal (UT) types. Communication is provided via a constellation of satellites in intermediate circular orbits, each providing transparent bi-directional relay of communications between the UTs and Satellite Access Nodes (SANs) using the ICO-defined Air Interface. The ICO System is based on the GSIM terrestrial cellular network concept with the minimum changes required to operate efficiently in the satellite environment. 1.2 DIFFERENCES IN THE ICO AND GSM AIR INTERFACES A key difference between satellite and cellular systems is that the latter has a direct radio link between the network infrastructure and the UT whereas the ICO system has a constellation of moving satellites providing time-varying connectivity between the network infrastructure and the UT. Furthermore a satellite link is power-limited, and requires line of sight visibility for calls to proceed. The ICO Air Interface design is therefore optimised to make most efficient use of the satellite resource while retaining maximum commonality with GSM. The set of logical channels provided by the physical layer is functionally similar to GSM, but details of the TDMA slot structure and timing, and the various channel rates, are ICO-specific. Another key difference is the extra propagation delay incurred, requiring optimisations in protocol window sizes and the error correction mechanism in the link layer. 4 Confidential and Proprietary to ICO Global Communications 432 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- Due to the architectural differences between the ICO and GSM systems, the radio access and control sub-layer (RR) of layer 3 is also significantly different from GSM, but it uses similar procedures. Finally, the highest layer 3 sub-layers (MM) have the greatest similarity with GSM, with fewer changes required for the System. Other features of the System also result in changes from GSM, such as options for path diversity and a High Power Notification (HPN) facility. The Air Interface protocol design specification is published to allow different UT implementations to interwork with the SANs. To allow these competing implementations to flourish, the specification should be devoid of implementation-specific details and requirements, in addition to satisfying the obvious requirements of completeness, consistency and a lack of errors and ambiguities. 1.3 AIR INTERFACE SIGNALLING PROTOCOL VALIDATION: USE OF SDL The purpose of protocol validation is to remove as many problems as possible before the design specification proceeds to the next phase, namely implementation, where problems will become more expensive and time consuming to fix. Protocol validation for this AIPV work shall be achieved by first specifying the protocols in the formal SDL language, and then proceeding to perform simulations by defining and running test scenarios for protocol exchanges. The simulations include both the automatic state-space search and run-time execution. The test scenarios cover user services under different radio link conditions listed in agreed SDL Test Plan. 5 Confidential and Proprietary to ICO Global Communications 433 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- An additional benefit of the complete and validated SDL description is that it can be issued in support of the Air Interface specification. This provides a more formal specification, which benefits implementers and aids in problem resolution and maintenance later in the life of the System. Follow-on products and services can also be prototyped and developed much more quickly. Finally, it also assists in deriving comprehensive test coverage for the conformance test requirements. Protocol validation will be performed for both network and mobile entities, allowing peer-to-peer simulations to be performed. SDL implementations shall be done for the Layer 2, the RR and the MM sublayers of Layer 3 of the Air Interface specifications. The CC sublayer shall be outside the scope of this task. Areas that are not suitable for SDL implementation (e.g., physical layer, user interface/MMI commands) will be covered as necessary via scripts or other means. The 1992 version of SDL (ITU-T Z.100) ("SDL") shall be used. SDL offers the advantages of object-oriented design techniques, which may be exploited at the Contractor's discretion. The SDL is used to formally describe the structure, behaviour and data of the System. Given the similarities between the ICO and GSM signalling layers, it may be possible to reuse existing GSM SDL modified for the ICO specification. 6 Confidential and Proprietary to ICO Global Communications 434 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 2. OBJECTIVES AND SCOPE 2.1 OBJECTIVES The objectives of the AIPV are to: 1. Ensure the correctness and completeness of the Air-Interface signalling protocol specifications, such that the Air-Interface can deliver the required user services. 2. Ensure the robustness of the Air-Interface signalling protocol specifications against channel error conditions and improper operational conditions listed in agreed SDL Test Plan. 3. Ensure the integrity of the Air-Interface signalling protocol specifications, such that the specification shall be robust against race conditions, unhandling signals, dead locks, live locks, out-of-range variables, etc. 2.2 SCOPE The scope of the AIPV work is listed as the following points: 1. The ICO Air-Interface signalling protocol is defined in the following ICO Air Interface documents, version 3.0 or later: a) ICO 03.22.A1 b) ICO 103.40.A1 c) ICO 05.xx series d) ICO 04.06.A1 e) ICO 04.07.D1 f) ICO 04.08.A1 g) ICO 04.08.A2 h) ICO 04.08.A3 (out of scope) i) ICO 04.08.A4 (CC Part - out of scope) j) ICO 104.08.Al (HPN-RR) 7 Confidential and Proprietary to ICO Global Communications 435 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- Additionally, GSM specifications, other than those superseded by the above documents, may also apply. 2. ITU-T Z.100 (1992 or later) Specification and Description Language (SDL) shall be used to formally specify the ICO Air-Interface signalling protocol 3. ITU-T Z.120 (1992 or later) Message sequence chart (MSC) is preferred to be used to define validation references. 4. The latest version of SDT from TeleLOGIC shall be used as the main software tool for editing, simulating and validating the ICO Air-Interface signalling Protocol. 5. SDL implementations shall be done for the Layer 2, the RR and the MM sublayers of Layer 3 of the Air Interface specifications. The CC sublayer will be outside the scope of this task. The HPN Air-Interface protocol shall also be under the scope of SDL implementation and protocol validation, limited to Layer 3 RR, HP-TL and HP-AL protocol. 6. SDL implementations shall be done on the same layering architecture as the protocol specifications. 7. SDL implementation shall be done for both the network as well as the mobile entities. 8. Areas that are not suitable for SDL implementations (e.g. physical layer, user interface/man machine commands) will not be implemented in SDL but if any entity is as part of the test environment, it may be implemented as necessary via scripts or other means. 9. Message encoding/decoding may be implemented using programming language(s) other than SDL. 10. Test environment may be built by using the most convenient method and programming language(s) and/or SDL. 11. SDL specification shall be in modular in order to facilitate phased implementation and incremental testing, peer-to-peer validation and parallel development. The distinction of network and mobile stacks should be clear. As an option, It may be possible to use SDL'92 object oriented features to create multiple network and/or mobile stacks for the purpose of simulation. 8 Confidential and Proprietary to ICO Global Communications 436 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 12. The aim of the validation/simulation is to cover realistic operational scenarios, such as simultaneous transactions(1) (e.g. SMS with voice call, voice call with in-call Supplementary Services, etc.), transaction race condition (e.g. mobile originated call and mobile terminated call happening at the same time), RACH contentions, channel error, channel delay, channel blockage, etc. 13. Initially coverage analysis shall be done by using SDT tool for all test cases identified in Section 5.3.1. The objective is to do coverage analysis by using SDT tool for each test case identified in agreed SDL Test Plan. The goal is to have minimum number of test case but maximum test coverage. The scope of the validation task will be to take the specification developed by the ICO Air Interface definition team and perform validation on it. Any problems found by the validation task will be reported to ICO Air-Interface definition team for correction action. The Contractor shall not modify the Air Interface Definition. Any changes to the Air Interface definition by the ICO Air Interface definition team may result in rework by the Contractor, which may include changes in SDL/MSC and revalidation. Such changes shall be accommodated as per procedures in Section 7.3. 3. TASK ORGANISATION The AIPV work is broken down into four top-level tasks, described in detail later: - architectural design and partitioning for each signalling layer and its components, - produce and verify the SDL specification for each layer, - validation of the specifications using SDT simulator and SDT validator, - provide a final analysis of specification and test coverage. (1) It is to demonstrated that MM, RR, L2 can support simultaneous transactions at the CM sub-layer. 9 Confidential and Proprietary to ICO Global Communications 437 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- The two main tasks of producing the SDL specifications and performing the validation are in practice likely to be interleaved and run in parallel. This will be the case for several reasons, including the fact that bugs may be found during validation which require changes and/or amendments to the specification, and the fact that a phased implementation approach will be requested for the SDL specification work (see Section 3.1). The specification task will include formal verification tasks, such as syntax and semantic analysis, consistency checking etc. 3.1 METHODOLOGIES Formal specification and verification/validation of the Air Inter-face needs to be automated as far as possible to cope with the complexity and scale of the specification. The real-time nature of the protocols requires automated simulation to fully exercise all parallel functionality, including timers etc. The large number of simulations (which becomes increasingly onerous when considering the repeated running of tests for "what-if" investigations and regression purposes after each software upgrade) also demands an automated solution. Finally, automation provides benefits in terms of repeatability and consistency of tests and reporting across all scenarios, and in eliminating sources of human error. The use of the ITU-T Z.100 standard, SDL has gained wide-spread international acceptance in the specification of telecommunication and other real-time protocols, as it provides proven, comprehensive and well understood methods and graphical representations to produce open, flexible, testable and supportable/maintainable specifications. Furthermore, this language now has extensive software tool support and design methodologies. Tools provide for context-sensitive editing and formatting, automated conversions between SDL and MSC (ITU-T Z.120) diagrams, automated static analysis checking, and performance of validation simulations (using a single, integrated and consistent definition of the protocols). Associated standards that could be used with SDL for the encoding and decoding formats and rules in the specification are: ISO/IEC8824 (ASN.1; aligned with X.680-3), and ISO/IEC8825 (Basic Encoding Rules for ASN. 1; aligned with X.690). 10 Confidential and Proprietary to ICO Global Communications 438 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- The AIPV work shall be performed in a phased manner to validate "core" functionality first, before proceeding to filling out the specification and tests for the remaining protocol functionality. Core functionality in general represents nominal, "straight-line" (non-error case) transitions through the protocol states. This approach will be key to risk mitigation and early validation of the most important aspects of the protocols, and realises the known difficulties in fully specifying and validating a specification in a formal way. Indeed, findings from the validation work should be directed to feed back into the protocol specification and drive some of the changes in the up-issues of the documents. The further the AIPV work proceeds, the greater the confidence and comprehensives that can be achieved, and it should be the case that the number of problems found in the protocol definitions will fall off progressively. Modularity is an essential concept to aid with the phased implementation and incremental testing, and can be achieved by a concept such as "sub-layering" i.e. as each protocol layer in turn is worked on, it is defined in such a way two sub-layers can be defined. One is the peer-to-peer communication sub-layer which does not contain any element to interface to the lower layer. The other sub-layer is the transmission sub-layer which can send and receive primitive to the lower layer, such as establish a channel. In this way, the core function of a protocol layer can be largely validated without relying on having lower stacks. This concept is fully illustrated in Example I.2-2 of ITU-T Z.100- Appendix I "SDL Methodology Guideline". Full end-to-end validation must of course await availability of the full lower layers, but partial results can be produced before this. This modularity also helps in partitioning work and allows progressing of different layers in parallel, but a prerequisite is a definition of all service interfaces between layers. Component level testing shall be done before a component is integrated with other components. 11 Confidential and Proprietary to ICO Global Communications 439 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 4. SUPPORT MATERIAL ICO shall provide the following critical input documents, at the indicated baseline versions, as a pre-condition for commencement of the AIPV work: - - ICO System Definition document - Version 6, - - ICO Air-Interface Specifications as listed in Section 2.2. - - SDLs for existing GSM specifications (if available). Other relevant GSM specifications will be supplied by ICO on demand. The signalling protocol specifications will be in a natural language format (English), supplemented by informal Message Sequence Charts (MSCs), State Transition Diagrams. Nominally, these will be based on ICO derivations of GSM Phase 2 Recommendations in the 04 and 05 series. These reference documents will define the physical layer, message formats, protocol interactions etc., to enable detailed specification of the protocols in SDL. 5. TASKS The AIPV work, described in this Annex, is organised into four tasks as follows: 5.1 TASK 1 : ARCHITECTURAL DESIGN AND PARTITIONING This task produces the architectural design and partitioning for each signalling layer and its components. The structure of the system shall be as modular and well organised as possible for ease of readability and maintenance. Hierarchical decomposition shall be used to mask details whilst providing an obvious path to proceed with more detailed specification and an easy means to navigate through the protocol interactions. 12 Confidential and Proprietary to ICO Global Communications 440 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- The task involves the following aspects: - - functional and state partitioning of each layer of the network/mobile entities into (hierarchical) components. Modularity shall be built into the SDL specification to allow peer-to-peer as well as system level validation, - - definition and specification of interfaces, - - definition of structures for signal encoding and decoding, - - modular design allowing component level testing (as well as system level testing). Components shall be arranged to identify the following interactions clearly and easily: - - peer-to-peer protocol messages, - - inter-layer interfaces and primitives, - - Description of test environment - - usage of internal management functions to make the SDL executable, - - ad-hoc entities as the means of component testing. The methodology used for design shall aim to enhance readability. To achieve this, there may be means to distinguish and hide implementation details that are needed for running simulations but which are not part of the protocol specification to be published. These may include calculation and communication interface specifics, software for performing the actual message encoding and decoding, and for the network entity, a form of "test harness" to simulate the network infrastructure. The distinction between the mobile and network stacks shall be clear, and it shall be possible to create multiple mobile entities and/or network entities for some simulation scenarios. 13 Confidential and Proprietary to ICO Global Communications 441 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- It shall be possible to analyse, monitor and control a peer-to-peer layer independently of the others, for purposes of SDL validation, using transparent or "null" lower layers in the stacks to transparently pass information between peers. This concept is fully illustrated in Example I.2-2 of ITU-T Z.100 - Appendix 1 "SDL Methodology Guideline". As there will be dependencies and interactions of all layers on the layers below, the SDL specification and validation should nominally be performed from lower layers to higher layers. For each layer under test then, it is assumed that all layers below are operating correctly to specification. The output from this task shall be an ICO Air Interface SDL Architectural Design Document (ADD), providing the main structure of the SDL processes, groups and hierarchy in the mobile and network stacks. The document shall specify all external interfaces for each functional group, including details of peer messages, service primitives and protocol services required for running of simulations, and shall be kept up-to-date until the end of the contract. 5.2 TASK 2: SDL SPECIFICATION This task is to produce the detailed SDL specification for each layer, taking the structure defined in the ADD as a starting point in which to fill in the detailed steps and events. The specification task shall include static verification testing, such as syntax and semantic analysis, consistency checking etc. Specifically this task involves: - - SDL Editing, - using SDT to create SDL diagrams for the components identified in the previous task. - - SDL Analysis- using the tool to analyse (execute the syntax and semantic checks) the SDL diagrams. After the analysis phase passes, the SDL will be ready for simulation and protocol validation. 14 Confidential and Proprietary to ICO Global Communications 442 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- As previously stated, the ICO signalling protocols are based on GSM. The deviations from GSM become more and more significant as we descend lower down the OSI stack, from L3-MM, L3-RR to L2, with the maximum deviation being in the data-link layer, L2. ICO also introduces a HPN service which has no equivalence. in GSM. Since ICO Air-Interface signalling protocols have their roots in GSM, it would be advisable for the Contractor to utilise the knowledge on GSM UT, GSM Switch and GSM BSS it already possesses. The output from this task shall be a complete SDL specification for each protocol layer, with all supporting SDL and other software and test-ware infrastructure to perform simulations. The SDL and message (being inter-process, inter-layer service primitives or inter-peer PDU's) encoding/decoding rules shall be available in electronic and hard-copy form. Priority shall be given to producing the specification in a format that maximises conciseness and readability, as the hard-copy is intended to support the published air interface specifications. All definitions and nomenclature to assist in interpreting and understanding the SDL specifications shall also be made available in the same or separate document(s). To be executable for simulation or validation, SDL process management logic shall also be included. The Contractor shall provide an ICO Air Interface SDL High Level Design Document (HLD), describing the detailed units, procedures, timers etc. used in the specification. This document is intended to be a developer's guide to assist in future maintenance of the SDL specifications. All SDL and other specifications, and all documentation, shall be kept up-to-date until the end of the contract, incorporating any changes resulting from the validation task. 15 Confidential and Proprietary to ICO Global Communications 443 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 5.3 TASK 3: VALIDATION This task validates the SDL specifications produced in the previous task. The primary means to achieve this is by simulation, defining and running test scenarios involving standalone protocol stacks and blocks, and also interaction between peers, simulating major protocol exchanges under a selection of lower layer and link conditions (such as missing or out of sequence messages). This serves to validate both the SDL specifications and the air interface specifications from which they are derived. The three main aims of the validation task are to prove: 1. The protocol specifications meet the ICO service, user requirements (e.g. set-up of voice calls, HPN delivery, etc.), and operational requirements (e.g registration and location update, handovers, diversity set-up and operation etc.) in accordance with the agreed SDL Test Plan (STP), 2. The correctness, completeness, robustness and integrity of the protocol specifications (e.g absence of dead-locks, live-locks, unhandled signals, race conditions, premature timeouts, mismatched message parameter values, data operation errors, inconsistent peer states, inconsistent primitive calls, etc.) using SDT validator. 3. The robustness of the protocol specifications (e.g. missing messages due to channel errors, simultaneous transaction race conditions, multi-user environment, etc.). This may be achieved using SDT simulator. 16 Confidential and Proprietary to ICO Global Communications 444 Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 In order to systematically validate the protocol, get a good test coverage as well as to define the test environment, test suites shall be developed. Such test suites shall consists of SDL's (Test-SDL's) or MSCs (Test-MSCs), or other programming or script language(s), as required. Test suites shall be developed and documented as part of the validation task. They shall form a part of the deliverables at the end of the AIPV project. Test coverage should at a minimum be sufficient to exercise all significant nominal and error-case state transitions, in addition to all significant system and user functional requirements, in order to gain confidence of correct operation. Test scenarios shall be documented in an ICO Air Interface SDL Test Plan (STP), which shall contain the following information for each: - test purpose, - test configuration, environment and method, - test coverage, - detailed test procedure, - expected results and pass/fail criteria. Although the focus here is validation not conformance testing, the method of producing the test suite may use ISO Standard IS9646 Partl, Part2 and Part4 as guidance. The SDL, software, test-ware and documentation shall be placed under a full configuration control system. The SDL specifications should clearly define what version of the Air Interface Specification documents they are compliant with. A full run of these validation tests shall be formally witnessed by ICO, and a formal test report (ICO Air Interface SDL Test Report (STR)) shall be produced, detailing actual vs. expected results, and any rectification/retest actions taken. 17 Confidential and Proprietary to ICO Global Communications 445 Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 5.3.1 Set of Test Cases This section describes the set of test cases which shall be the basis for the SDL Test Plan. Some general scenarios applicable to each layer is given in the section below. The scope of validation of each layer is also listed in sections below. 5.3.1.1 General Applicable to all test groups: 1. Successful procedure transaction - should exercise all combination of the allowable variables in the initial message 2. Unsuccessful procedure transaction - should exercise all possible unsuccessful causes. 3. Recovery from loss of one or more messages. 4. Where applicable some of the test configurations shall include multiple beams, multiple satellites and multiple SANs. 5. Multiple UTs shall be used to demonstrate contention resolution, paging and HPN 6. If any interacting entity is not part of the air interface, the test environment shall be able to receive and send messages to the air interface entities under the control of the test script or with help of test operator. 5.3.1.2 Data link layer test group The test cases shall demonstrate the correct operations of the following 1. Contention resolution when establishing a data link after an access request has been made on the RACH. 2. Unacknowledged information transfer service: a) provision of data link connection between layer3 entities for unacknowledged information transfer. b) identification of data link connection endpoints 18 Confidential and Proprietary to ICO Global Communications 446 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- c) no verification on PDU arrival within the data link layer 3. Acknowledged information transfer service a) provision of data link connection between layer3 entities for acknowledged information transfer of PDUs with layer2. b) identification of data link connection endpoints c) sequential delivery of layer3 messages to the peer layer 3 entity d) selective retransmission of missing information frames e) notification to layer3 of unrecoverable errors detected by the data link layer f) flow control g) segmentation of a layer 3 message if the message is longer than the information field of the data link layer PDU and re-assembly of multiple PDUs corresponding to a given layer 3 message h) detection of duplicates i) suspension and resumption of information transfer during channel reassignment procedures 5.3.1.3 Radio resource layer test group The test cases shall demonstrate the correct operations of the following: 1. The following list of elementary procedures as listed in ICO 04.08, a) System information broadcast b) Immediate assignment Procedure c) Immediate assignment response procedure d) Paging request procedure e) Channel release procedure f) HPN system information broadcast procedure g) Measurement report procedure h) Path redefinition procedure 19 Confidential and Proprietary to ICO Global Communications 447 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- i) Re-assignment procedure j) Channel mode modify procedure k) Ciphering mode setting procedure l) Classmark change procedure m) Classmark interrogation procedure 2. Interaction with data link layer 3. Interaction with mobility management layer 4. Interaction with physical layer 5.3.1.4 Mobility management layer test group The test cases shall demonstrate the correct operations of the following: 1. The following elementary procedures as listed in ICO 04.08 a) MM Idle mode procedure b) TMSI reallocation procedure c) Authentication procedure d) Identification procedure e) Abort procedure f) IMSI detach procedure g) Location updating procedure h) Periodic Updating procedure i) IMSI attach procedure j) MM connection establishment procedure k) MM connection information transfer phase procedure l) MM connection release procedure 20 Confidential and Proprietary to ICO Global Communications 448 Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 2. UT idle mode operation as per ICO 03.22 a) Cell Selection b) Cell Re-selection c) Insertion and Removal of SIMs d) Loss of coverage e) SAN selection 3. Interaction with radio resource layer 4. Interaction with connection management layer 5. Interaction with VLR 5.3.1.5 Structured procedure test group The test cases shall demonstrate the correct operations of the following: 1. Location update with IMSI/TMSI 2. Mobile terminating call with/without diversity 3. Mobile originating call with/without diversity 4. Call handover intra-beam, inter-beam, inter-satellite and inter-LES 5. Call re-establishment 5.3.1.6 HPN test group The test cases shall demonstrate the correct operations of the following: 1. HPN Procedures according to ICO TS 103.40.A1 and ICO TS 104.08.A1. 21 Confidential and Proprietary to ICO Global Communications 449 Annex 11 - Air Interface Signalling EN-IG-ICO-SW/000013 [ICO LOGO] Protocol Validation Issue 2.2 26 February 1997 5.4 TASK 4: PROVIDE A FINAL ANALYSIS OF SPECIFICATION AND TEST COVERAGE This task completes the AIPV work with the following analyses and documents: - - Extent of SDL specification coverage. - - Extent of simulation test coverage - this may be available automatically from the chosen tool environment. - - Suggestions for further enhancements to test scenarios to further study and/or characterise the air interface protocols. - - Guide to use SDL specifications and simulation scenarios. - - Guide to modify/upgrading the SDL specifications and simulation scenarios - to facilitate future maintenance as the air interface protocol specifications evolve. - - Final report and executive summary. 22 Confidential and Proprietary to ICO Global Communications 450 [Blank Page] 451 [ICO LOGO] ICO GLOBAL COMMUNICATIONS 1 QUEEN CAROLINE STREET HAMMERSMITH LONDON W6 9BN UNITED KINGDOM TEL: 181 600 1000 FAX: 181 600 1199 I-CO SERVICES LIMITED REGISTERED IN ENGLAND: NO. 3045294 REGISTERED OFFICE: 1 QUEEN CAROLINE ST. LONDON W6 9BN UK ANNEX 10 - ICONET GROUND FACILITIES ACCEPTANCE CRITERIA COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT ALL INFORMATION CONTAINED IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETY TO ICO GLOBAL COMMUNICATIONS OR ANY OTHER MEMBER OF THE ICO GLOBAL COMMUNICATIONS GROUP AND INTENDED ONLY FOR THE ADDRESSEE TO WHOM THIS COPY IS ADDRESSED. THE RECIPIENT SHALL NEITHER COPY, DISTRIBUTE, DISCLOSE OR USE THE INFORMATION CONTAINED IN IT FOR ANY PURPOSE OTHER THAN FOR WHICH THIS DOCUMENT HAS BEEN MADE AVAILABLE NOR PERMIT ANYONE ELSE TO DO THE SAME. THE RECIPIENT SHALL BE HELD FULLY LIABLE FOR ANY WRONGFUL DISCLOSURE OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT BY HIM, OR HIS OFFICERS OR EMPLOYEES OR ANYONE ELSE TO WHOM HE MAKES THE INFORMATION AVAILABLE. DOCUMENT NO.: EN-IG-ICO-SW/000012 VERSION: Issue: 2.2 DATE: 26 February 1997 PREPARED ICO NEC AUTHOR: TITLE: VP ICONET TITLE: PM SIGNATURE: SIGNATURE: /s/ G.L. Titzer /s/ T. Furukawa 452 EN-IG-ICO-SW/000012 [ICO LOGO] Annex 10 - ICONET Ground Facilities Issue: 2.2 Acceptance Criteria 26 February 1997 AMENDMENT RECORD
REVIEW DATE CN NO. REASON FOR CHANGE 1.0 14/2/97 NEC Contract Issue 2.0 17/2/97 Final Issue 2.1 18/2/97 Removal of brackets around Note 1 para's 5.2 and 6.2.1 2.2 26/2/97 Minor editorial changes
1 Confidential and Proprietary to ICO Global Communications 453 EN-IG-ICO-SW/000012 [ICO LOGO] Annex 10 - ICONET Ground Facilities Issue: 2.2 Acceptance Criteria 26 February 1997 TABLE OF CONTENTS 1. GENERAL 1 2. PROBLEM CLASSIFICATION 1 3. REPRODUCIBLE FAULT CLEARANCE 2 4. NON-REPRODUCIBLE FAULT CLEARANCE 2 5. LEVEL 1 ACCEPTANCE CRITERIA 3 6. LEVEL 2 ACCEPTANCE CRITERIA 4 7. FAULT AND TEMPORARY FIX TRACKING AND REPORTING 4 8. DEFERRED FUNCTIONALITY ACCEPTANCE CRITERIA 5 2 Confidential and Proprietary to ICO Global Communications 454 EN-IG-ICO-SW/000012 [ICO LOGO] Annex 10 - ICONET Ground Facilities Issue: 2.2 Acceptance Criteria 26 February 1997 1. GENERAL 1.1 This Annex sets out the Acceptance Criteria for the IGF. 2. PROBLEM CLASSIFICATION 2.1. The following definitions are guidelines for the classification of problems.
TYPE OF EFFECT OF PROBLEM CRITICAL MAJOR MINOR ------------------------- -------- ----- ----- Ability to carry services defined in IGFR Capacity Capacity <80% Capacity 4.1.1.1, 4.1.1.2, 4.1.2.1, 4.1.3.1, 4.1.3.2, <50% <100% 4.1.3.3, 4.1.3.4, 4.2.1, 4.2.2, 4.23 and 4.4.1. Ability to charge accurately for services Any impact defined in IGFR 4.1.1.1, 4.1.1.2, 4.1.2.1, 4.1.3.1, 4.1.3.2, 4.1.3.3, 4.1.3.4, 4.2.1, 4.1.2, 4.2.3 and 4.4.1. Performance of end user services Service Significant Minor unusable degradation degradation Performance of administration and support Service Any services unusable degradation Provision of service features or Not work or not Any supplementary services available degradation Reproducible or non-reproducible service > 1 per week <1 per week disruption to multiple calls simultaneously (such as may be caused by processor restart) Call failure of individual call, with non- Affect more Affect less reproducible characteristics than 1% of an than 1% of an identified call identified call type type Additional attention by operational staff Constant Frequent (less Occasional than once per (less than hour) once per day)
2.2. Any dispute which may arise out of the classification of problems, or about whether a problem has been fixed to the satisfaction of both parties, shall be dealt with by the Dispute Resolution procedures set out in the Terms and Conditions. 1 Confidential and Proprietary to ICO Global Communications 455 EN-IG-ICO-SW/000012 [ICO LOGO] Annex 10 - ICONET Ground Facilities Issue: 2.2 Acceptance Criteria 26 February 1997 3. REPRODUCIBLE FAULT CLEARANCE 3.1 CRITICAL PROBLEMS 3.1.1 Any temporary fix for previously occurring critical problems shall be replaced with the corresponding permanent fix within 3 months. 3.2 MAJOR PROBLEMS 3.2.1 Any temporary fix for previously occurring major problems shall be replaced with a corresponding permanent fix within 3 months unless otherwise mutually agreed. 3.2.2. The fix for all other major problems, which do not have a temporary fix, shall be implemented and demonstrated no later than 3 months after Acceptance unless otherwise mutually agreed. 3.3 MINOR PROBLEMS 3.3.1 Any temporary fix for previously occurring minor problems shall be replaced with a corresponding permanent fix within 6 months unless otherwise mutually agreed. 3.3.2. The fix for all minor problems, which do not have a temporary fix, shall be implemented and demonstrated no later than 6 months after Acceptance unless otherwise mutually agreed. 4. NON-REPRODUCIBLE FAULT CLEARANCE 4.1 These are faults that occur rarely or which cannot be reproduced in the test environment. 4.2. CRITICAL PROBLEMS 4.2.1. Any temporary fix for previously occurring non-reproducible critical problem shall be replaced with a corresponding permanent fix within a target period of 3 months. 4.3 MAJOR PROBLEMS 4.3.1 Any temporary fix for previously occurring non-reproducible major problems shall be replaced with a corresponding permanent fix within a target period of 3 months unless otherwise mutually agreed. 2 Confidential and Proprietary to ICO Global Communications 456 EN-IG-ICO-SW/000012 [ICO LOGO] Annex 10 - ICONET Ground Facilities Issue: 2.2 Acceptance Criteria 26 February 1997 4.3.2. All non-reproducible major problems shall be investigated by the addition of a diagnostic change or development of an agreed procedure to provide more detailed information so that progress can be made towards fixing the fault. The situation shall be reviewed within one month of the first recurrence. 4.4 MINOR PROBLEMS 4.4.1 Any temporary fix for previously occurring non-reproducible minor problems shall be replaced with a corresponding permanent fix within a target period of 6 months unless otherwise mutually agreed. 4.4.2. All non-reproducible minor problems shall be investigated by the addition of a diagnostic change or development of an agreed procedure to provide more detailed information so that progress can be made towards fixing the fault. The situation shall reviewed within two months of the first recurrence. 5. LEVEL 1 ACCEPTANCE CRITERIA 5.1. Level 1 acceptance shall applied to each individual SAN or NMC based on the results of all Phase 3 Test. 5.2. Level 1 acceptance shall be granted when the SAN or NMC has no more than the following numbers of faults:
Fault class Number of faults Number of temporary fixes ----------- ---------------- ------------------------- Critical 0 5 Major: 0 20 End User Services Major: Others 5 20 Minor: End User Services 20 100 Minor: Others See Note 1 See -Note 1
Note 1: All minor other problems shall be recorded and reviewed at the time of acceptance and prioritised with target date of 6 months to clear. 3 Confidential and Proprietary to ICO Global Communications 457 EN-IG-ICO-SW/000012 [ICO LOGO] Annex 10 - ICONET Ground Facilities Issue: 2.2 Acceptance Criteria 26 February 1997 6. LEVEL 2 ACCEPTANCE CRITERIA 6.1 Level 2 acceptance shall applied to the IGF as a whole based on the results of all Phase 3 Test. 6.2 Level 2 acceptance shall be granted when the following criteria are met: 6.2.1. the IGF as a whole has no more than the following numbers of faults:
Fault class Number of faults Number of temporary fixes ----------- ---------------- ------------------------- Critical 0 5 Major: 0 20 End User Services Major: Others 5 20 Minor: End User Services 20 100 Minor: Others See Note 1 See Note 1
Note 1 : All minor other problems shall be recorded and reviewed at the time of acceptance and prioritised with target date of 6 months to clear. 6.2.2. All Deliverables defined in this Statement of Work have been delivered, in accordance with the Statement of Work. 6.2.3. All Works required in this Statement of Work have been completed. 6.2.4. Sections 6.2.2 and 6.2.3 shall not apply to the Deliverables and items of the Works which are shown in a Master Level Schedule to be provided by the Contractor after the date of Phase 3 Test completion. 7. FAULT AND TEMPORARY FIX TRACKING AND REPORTING 7.1 The procedures described in Sections 6.1.2 and 6.1.3 of Annex 8A of the Statement of Work shall be applied to the faults and temporary fixes arising from Level I and Level 2 Acceptance Criteria. 4 Confidential and Proprietary to ICO Global Communications 458 EN-IG-ICO-SW/000012 [ICO LOGO] Annex 10 - ICONET Ground Facilities Issue: 2.2 Acceptance Criteria 26 February 1997 8. DEFERRED FUNCTIONALITY ACCEPTANCE CRITERIA 8.1. Deferred Functionality acceptance shall apply to each element of functionality that is defined as to be delivered later than the IGF as a whole. 8.2. Deferred Functionality acceptance shall be granted when the following criteria are met: 1. The functionality has passed all formal tests using the operational ICO System. 2. The associated Training, which is agreed to be required and purchased, has been completed. 3. The associated Documentation has been delivered. 5 Confidential and Proprietary to ICO Global Communications 459 [CM 471 BLANK] 460 ICONET INTEGRATION SCHEDULE VERSION 6 21 JAN 97
ID TASK NAME START FINISH PREDECESSORS 67 PLMN INTEGRATION 29/06/99 01/11/99 68 G3.X:SAN - GW/IWFS - PLMNS INTEGRATION AT ALL SANS 29/06/99 01/11/99 64 69 70 ADC INTEGRATION 01/04/99 13/10/00 [GRAPHIC OF SCHEDULE] 71 Q4.X:SAN/NMC - ADC INTEGRATION 01/04/99 13/10/00 72 ADC Available for Initial testing 01/04/99 01/04/99 73 ADC in service 30/07/99 30/07/99 74 PERFORM SAN-ADC INTEGRATION 02/08/99 01/10/99 73 75 NMC Software version 2 released 21/04/00 21/04/00 76 PERFORM INITIAL INTEGRATION, ADC - PRIMARY NMC 24/04/00 21/07/00 75 77 REGRESSION WITH PRIMARY NMC 24/07/00 04/08/00 76 78 Backup NMC available 19/05/00 19/05/00 79 COMPLETE ADC INTEGRATION WITH BACKUP NMC 07/08/00 13/10/00 78,77 80 81 END-TO-END INTEGRATION 19/05/00 13/10/00 82 G5.X:END-TO-END SYSTEM ASSESSMENT 19/05/00 13/10100 83 Both NMCs available 19/05/00 19/05/00 84 12 SANs complete phase 3 11/08/00 11/08/00 86 PERFORM ALL INTEGRATION 14/08/00 13/10/00 78,84 86 G6.X:OVERALL NETWORK MONITORING & CONTROL TESTS 22/05/00 13/10/00 83
[LEGEND] Project: 1.1 SCH VER 6.MPP Date: 25/02/97 Page 4 461 EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 Issue 2.2 ICONET INTEGRATION 26 February 1997 TABLE 3. ICONET INTEGRATION SPECIAL TEST EQUIPMENT FOR INDIVIDUAL CAMPAIGN 1. ICONET INTEGRATION TEST EQUIPMENT FOR G0.0-G04
No. Test Equipment Model No. Q'ty Remarks --- -------------- --------- ---- ------- 1 SAN Simulator N/A 1 Set 2 Satellite Channel Simulator N/A 1 Set
2. ICONET INTEGRATION TEST EQUIPMENT FOR G0.5
No. Test Equipment Model No. Q'ty Remarks --- -------------- --------- ---- ------- 1 Integration Simulation Software N/A 1 set 2 PCS Checker (Note 1) N/A 1 Set
Note 1 This PCS Checker shall be delivered to a SAN site as a part of "Test Equipment for each SAN" Note 2 General purpose test equipment as listed following are estimated to be borrowed from HSC free of charge under the co-ordination of ICO 1) Logic Analyzer 2) Digital Oscilloscope 3) Spectrum Analyzer 4) Signal Generator 5) Digital Multimeter 3. ICONET INTEGRATION TEST EQUIPMENT FOR G0.6
No. Test Equipment Model No. Q'ty Remarks --- -------------- --------- ---- ------- 1 SAN-OSS Simulator (Note 1) N/A 1 set 2 SAN Simulator N/A 1 set 3 Satellite Channel Simulator N/A 2 Set 4 C-band Up/Down Converter N/A 1 Set
Note 1. As the SAN-OSS is not ready for this testing, PC-based special software will be used. Note 2. The above two Satellite Channel Simulators shall be delivered to SAN sites as a part of "Test Equipment for each SAN". 12 Confidential and Proprietary to ICO Global Communications 462 ICONET INTEGRATION SCHEDULE VERSION 6 21 JAN 97
ID TASK NAME START FINISH PREDECESSORS 23 24 INTEGRATION AT SAN #4 28/05/98 30/05/00 25 G1.1: SAN - SATELLITES - UT INTEGRATION 28/05/98 30/05/00 26 End Phase 2-1 at SAN #4 28/05/98 01/03/99 27 RFT 28/05/98 28/05/98 28 SBS 01/03/99 01/03/99 29 HPN 29/01/99 29/01/99 30 End Phase 2-2 Tests at SAN #4 24/03/00 24/03/00 31 1st PCS Available On Site (TBC) 06/11/98 06/11/98 32SS-6w [GRAPHIC OF SCHEDULE] 32 1st Satellite completes IOT 17/12/98 17/12/98 33 Field Traial UT available 01/01/99 01/01/99 32 34 G1.1.1: SATELLITE LINK PERF. INTEGRATION 02/03/99 02/05/99 33,27,28.29 35 G1.1.2: SAN PCS (SRMS) - SATELLITE 02/03/99 26/04/99 34SS 36 G1.1.4: SAN - 1 SATELLITE - UT (DONE WITH 1.1.5) 01/12/99 30/05/00 35 37 G1.1.5: SAN - MULTIPLE SATELLITES - UT 01/12/99 30/05/00 36SS 38 G1.1.6: HPN INTEGRATION 27/04/99 24/05/99 35 39 40 INTEGRATION AT OTHER SANS 31/03/99 11/09/00 41 End Phase 2-1 at # 12 SAN 31/03/99 01/10/99 42 RFT 25/06/99 25/06/99 43 SBS 01/10/99 01/10/99 HPN 31/03/99 31/03/99
[LEGEND] Project: 1.1 SCH VER 6.MPP Date: 25/02/97 Page 2 463 ICONET INTEGRATION SCHEDULE VERSION 6 21 JAN 97
ID TASK NAME START FINISH PREDECESSORS 45 SAN OSS 24/09/99 24/09/99 46 12th Satellite Complete IOT 28/08/00 28/08/00 47 Multiple, Pro-Production UTs available 01/08/99 01/08/99 27/04/99 11/09/00 35,46FF+2w 48 G1.1.1/G1.1.2: REST OF SANS & S/C (2 WEEKS/SAN) 49 G1.1.4/G1.1.5: REST OF SANS & S/C (1 MO/SAN WITH OVERLAP) 23/02/00 08/08100 37SS+12W 50 G1.1.6: HPN INTEGRATION, REST OF SANS (2 WEEKS/SAN) 25/05/99 25/10/99 38 51 G1.2: SANS - SATELLITES - UTS INTEGRATION (SAN #4/#5) 01/12/99 25/07/00 [GRAPHIC OF SCHEDULE] 52 End of Phase 2-2 Test (#5 SAN) 25/02/00 25/02/00 53 End of Phase 3, Dry Run (#1, #2 and #3) 24/04/00 24/04/00 54 G1.2.1 : MULT SANS - MULT. SATS - 1 UT 31/05/00 25/07/00 53,52,37 55 G1.2.2 : MERGED WITH G1.1.5 (WITH MULTIPLE UTS) 01/12/99 30/05/00 36SS 56 67 PSTN INTEGRATION 27/07/98 27/09/99 58 G2.X SAN - GW PSTN INTEGRATION 27/07/98 27/09/99 59 MSSC, end of Phase 2-1 (#1 SAN) 27/07/98 27/07/98 60 MSSC, end of Phase 2-1 (#12 SAN) 29/03/99 29/03/99 61 PERFORM PSTN & ISDN INTEGRATION 28/07/98 31/05/99 59.60FF 62 MSSC R8 S/W Release 29/03/99 28/06/99 63 FOA 29/03/99 29/03/99 64 GA 28/06/99 28/06/99 65 PERFORM DATA INTEGRATION 29/06/99 27/09/99 64 66
[LEGEND] Project: 1.1 SCH VER 6.MPP Date: 25/02/97 Page 3 464 EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 176 176 Total : 2nd- 1 2th SAN SAN/NMC-ADC Integration (G4.1 - G4.3) Total : 1st SAN 36 36 72 Total : 2nd-12th SAN 198 198 End-to-end System Integration and Assessment (G5.1/G5.2) 84 9 147 117 357 Overall Network Monitoring and Control (G6.1 - G6.7) 35 147 80 262 Grand Total 2720
11 Proprietary and Confidential to ICO Global Communications 465 ICONET INTEGRATION SCHEDULE VERSION 6 21 JAN 97
ID TASK NAME START FINISH PREDECESSORS 1 ICONET INTEGRATION DOCUMENTATION 17/02/97 14/08/00 2 Test Plan & Requirements 17/02/97 14/08/00 85SF 3 4 INTEGRATION AT HNS - GERMANTOWN 01/01/98 02/04/99 5 G0.0 - G0.41 : SAN - UT INTERWORKING 01/01/98 02/04/99 6 System Simulator available (physical layers) 01/01/98 01/01/98 7 System Simulator available (higher layers) 02/03/98 02/03/98 8 HPN CUs & other equipment available 01/04/98 01/04/98 9 UT Breadboard available 01/04/98 01/04/98 10 INTEGRATION WITH UT SUPPLIER 02/04/98 02/04/99 9,6,8SS- 13w [GRAPHIC OF SCHEDULE] 12 INTEGRATION AT HSC - EL SEGUNDO 02/02/98 19/05/99 13 G0.5: SAN PCS - EM PAYLOAD PCP INTEGRATION AT HSC 02/02/98 13/05/98 14 Satellite processor (pathfinder) available 02/02/98 02/02/98 15 PCS available (TBC) 02/02/98 02/02/98 16 INTEGRATION 02/04/98 13/05/98 15,14,9 17 G0.6: LES - EM PAYLOAD - UT RADIO PATH INTEGRATION 17/03/98 18/11/98 18 UT simulator available 17/03/98 17/03/98 19 System simulator available 17/03/98 17/03/98 20 Integration at HSC 14/05/98 18/11/98 16,18,19 21 G0.7: SAN - EM PAYLOAD - UT GROUND INTEGRATION 19/11/98 19/05/99 22 Integration at HSC 19/11/98 19/05/99 20
Project: 1.1. SCH VER 6.MPP [LEGEND] Date: 25/02/97 Page 1 466 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- performed, incrementally, accommodating other Sites up to 12 SANs and primary/backup NMCs. 8. ICONET INTEGRATION COMPLETION CRITERIA The Contractor shall propose completion criteria for each ICONET Integration Campaign. Those criteria shall be mutually agreed between ICO and the Contractor before the ICONET Integration Plan (Final) approval. 9. DELIVERABLE DOCUMENTS The Contractor shall provide the following documentation to ICO for ICONET Integration. ICO shall approve the Final documents. - - ICONET Integration Requirement (Draft) 7 months prior to the start date - - ICONET Integration Requirement (Final) 6 months prior to the start date - - ICONET Integration Plan (Draft) 3 months prior to the start date - - ICONET Integration Plan (Final) 2 months prior to the start date - - ICONET Integration Script 1 month prior to the start date - - ICONET Integration Report (Preliminary) 1 month after completion of integration - - ICONET Integration Report (Formal) 3 months after completion of integration
9 Confidential and Proprietary to ICO Global Communications 467 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- TABLE 1 ESTIMATED AVAILABLE RESOURCES FOR ICONET INTEGRATION
NEC NEC/A HNS Ericsson/Comsat Grand Total Man-Month Man-Month Man-Month Man-Month Man-Month Management for the Contractor's Team member 105 35 60 105 305 SAN-UT Interworking (G0.0 - G0.4) 6 132 18 156 SAN-EM Payload-UT Integration G0.5 SAN PCS-EM Payload PCP Integration 10 10 G0.6 LES-EM Payload-UT Radio Path Test 12 180 18 210 G0.7 SAN/NMC-EM Payload-UT Ground Integration 3 included G0.6 6 9 SAN-Satellites-UTs Integration G1.1.1 Satellite Link Performance, G1.1.2 SAN PCS-Satellite PCP Integration and G1.1.6 HPN Integration Total: 1st SAN and 1st Satellite 18 100 12 130 Total: 2nd-12th SAN and 2nd-12th Satellite 48 151 16 215 G1.1.4 SAN-Single Satellite-UT Integration, G1.1.5 SAN-Multiple Satellites-UT Integration and G1.2.2 Single SAN-Multiple Satellite-Multiple UTs Integration Total: 1st SAN 30 12 44 24 110 Total: 2nd-12th SAN 55 22 95 22 194 G1.2.1 SANs-Satellites-UTs Integration 15 6 135 12 168 (No.4 and No.5 SAN Only) SAN-Gateways-PSTNs Integration (G2.1) Total: 1st SAN 9 9 Total: 2nd-12th SAN 99 99 SAN-GWs/IWFs-PLMNs Integration (G3.1 - G3.4) Total: 1st SAN 40 40
10 Proprietary and Confidential to ICO Global Communications 468 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 3.4 ICO will be responsible for obtaining all interconnection licences and agreements to allow for ICONET Integration. 3.5 ICO will be responsible for providing all network numbering plan data and information to be supplied to external operators and the Contractor. 3.6 ICO shall provide all necessary communications links for ICONET Integration in accordance with the Contractor's requirements on capacity, routing and availability dates as specified in 2.8. 3.7 In the resolution of problems between the IGF and other elements of the ICO System, ICO shall act as the co-ordinator to expedite the diagnosis and rectification of any faults in the other elements of the ICO System and to arbitrate between the Contractor and the suppliers of the other elements of the ICO System. 3.8 The Contractor shall identify where large numbers of resources are required for the ICONET Integration Campaigns and ICO will assist where possible. 4. ICONET INTEGRATION PRE-REQUISITES 4.1 All Equipment and Software shall be debugged and unit tested during development, before it is used for ICONET Integration. 4.2 All other elements of the ICO System which have not been supplied by the Contractor shall have been successfully tested. 4.3 The existence of any problems with other elements of the ICO System as described in Section 4.2 or failure to have completed some of the activities specified in 4.1 shall not relieve the Contractor of its obligation to perform ICONET Integration. 7 Confidential and Proprietary to ICO Global Communications 469 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 5. TEST EQUIPMENT 5.1 All test equipment required for ICONET Integration shall be supplied in accordance with Table 3 and Annex 2. 5.2 The Contractor shall develop a comprehensive requirements document for System simulator and shall submit it to ICO for its approval within 3 months after the execution of the Supply Agreement. 6. USE OF SATELLITES The Contractor shall carry out ICONET Integration in at least two phases. The first phase of ICONET Integration on Site shall use up to three satellites as described in the MIIPD. ICO shall inform the Contractor of how these satellites shall be deployed at least six months prior to the three satellite availability. The second phase of ICONET Integration using up to 10 satellites shall also be carried out to ensure that the ICO System is fully functional under a full satellite constellation. 7. ICONET INTEGRATION SITES 7.1 The SAN-UT interworking shall be carried out at HNS in Germantown. 7.2 The SAN-EM Payload-UT interworking shall be carried out at HSC, in El Segundo. 7.3 The Contractor shall undertake ICONET Integration in at least two phases. The first phase of ICONET Integration on-Site shall be at three Site(s) to be designated by ICO. The Site(s) will be selected by ICO by 10 months after the Supply Agreement. The second phase of ICONET Integration shall also be 8 Confidential and Proprietary to ICO Global Communications 470 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 2. RESPONSIBILITY FOR THE CONTRACTOR 2.1 The Contractor shall perform the ICONET Integration planning and shall execute the ICONET Integration in accordance with: - - Requirements specified in this Annex - - MIIPD - - The ICONET Integration Schedule attached to this Annex - - End-to-end service requirements as defined in IGFR - - Requirements or other documents as supplied by ICO for other elements of the ICO System - - External Interface Documents (ICDs) - - Guidance from ICO as required by the Contractor 2.2 Configuration control of the ICONET Integration documentation shall be maintained by the Contractor throughout ICONET Integration using the procedures set out in Annex 6. 2.3 The Contractor shall update and maintain the MIIPD. Execution and problem identification/isolation during the ICONET Integration shall be performed by the Contractor. 2.4 The Contractor may co-ordinate at an engineering level, with the external third party equipment suppliers of other elements of the ICO System, at the discretion of ICO. ICO shall be informed of the arrangements between the Contractor and suppliers of other elements of the ICO System. The performance of equipment and provision of services, not supplied by the Contractor, shall be entirely out of the Contractor's responsibility. 5 Confidential and Proprietary to ICO Global Communications 471 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 2.5 The Contractor shall support third party trouble shooting as required, and assist in the identification of problems with the other elements of the ICO System, under the direction of ICO. Any changes in specifications and/or ICDs concerning the IGF or other elements of the ICO System shall be visible and strictly controlled by the Change Control Board. 2.6 The Contractor shall complete a comprehensive set of ICONET Integration requirements, scripts and plans for the ICONET Integration as per MIIPD and the ICONET Integration Schedule as set out in Table 2. 2.7 The Contractor shall be responsible for testing of all IGF external interfaces with suppliers of other elements of the ICO System based on the relevant ICDs. 2.8 The Contractor shall, when requested by ICO, supply ICO with requirements on capacity, routing and availability dates for provisioning required under 3.6. 3. RESPONSIBILITY FOR ICO 3.1 ICO shall be responsible for the overall co-ordination between the Contractor, suppliers of other elements of the ICO System and service operators as may be necessary. 3.2 ICO Staff shall witness and where appropriate participate in the ICONET Integration. 3.3 ICO will arrange with suppliers of other elements of the ICO System for their equipment to be installed or connected to the IGF, when practical or possible, to allow ICONET Integration to be carried out. 6 Confidential and Proprietary to ICO Global Communications 472 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. INTRODUCTION 4 2. RESPONSIBILITY FOR THE CONTRACTOR 5 3. RESPONSIBILITY FOR ICO 6 4. ICONET INTEGRATION PRE-REQUISITES 7 5. TEST EQUIPMENT 8 6. USE OF SATELLITES 8 7. ICONET INTEGRATION SITES 8 8. ICONET INTEGRATION COMPLETION CRITERIA 9 9. DELIVERABLE DOCUMENTS 9
3 Confidential and Proprietary to ICO Global Communications 473 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- 1. INTRODUCTION 1.1 This Annex provides the framework required to scope, support and guide the integration of the IGF with the other elements of the ICO System ("ICONET Integration") and the responsibilities of the Contractor and ICO respectively. 1.2 The Master ICONET Integration Plan Document (MIIPD)(WG7-70002) specifies the range of ICONET Integration to be carried out. For full definitions of terms, refer to the MIIPD. 1.3 This ICONET Integration shall include the ICONET Integration Campaigns which are set out in Table 1: - SAN-UT Interworking - SAN-EM Payload-UT Interworking - SAN-Satellites-UTs Integration - SAN-Gateways-PSTNs Integration - SAN-Gateways/Interworking Functions-PLMNs Integration - SAN/NMC-ADC Integration - End-to-End System Technical Assessment - Overall Network Monitoring and Control The scope of the ICONET Integration Campaigns and the sub-elements of these Campaigns described in Table 1 are set out in the MIIPD. 1.4 The scope of the ICONET Integration will be selected by ICO in accordance with clause 14 of the Terms and Conditions. 4 Confidential and Proprietary to ICO Global Communications 474 [ICO LOGO] ICO GLOBAL COMMUNICATIONS 1 QUEEN CAROLINE STREET HAMMERSMITH LONDON W6 9BN UNITED KINGDOM TEL: 181 600 1000 FAX: 181 600 1199 I-CO SERVICES LIMITED REGISTERED IN ENGLAND: NO 3045294 REGISTERED OFFICE: 1 QUEEN CAROLINE ST. LONDON W6 9BN UK ANNEX 9: ICONET INTEGRATION COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT ALL INFORMATION CONTAINED IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETY TO ICO GLOBAL COMMUNICATIONS OR ANY OTHER MEMBER OF THE ICO GLOBAL COMMUNICATIONS GROUP AND INTENDED ONLY FOR THE ADDRESSEE TO WHOM THIS COPY IS ADDRESSED. THE RECIPIENT SHALL NEITHER COPY, DISTRIBUTE, DISCLOSE OR USE THE INFORMATION CONTAINED IN IT FOR ANY PURPOSE OTHER THAN FOR WHICH THIS DOCUMENT HAS BEEN MADE AVAILABLE NOR PERMIT ANYONE ELSE TO DO THE SAME. THE RECIPIENT SHALL BE HELD FULLY LIABLE FOR ANY WRONGFUL DISCLOSURE OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT BY HIM, OR HIS OFFICERS OR EMPLOYEES OR ANYONE ELSE TO WHOM HE MAKES THE INFORMATION AVAILABLE. DOCUMENT NO.: EN-IG-ICO-SW/000011 VERSION: 2.2 DATE: 26 February 1997 PREPARED ICO NEC - ------------------------------------------------------------------- AUTHOR: Title: VP ICONET Title: PM - ------------------------------------------------------------------- Signature: Signature: /s/ G.L. Titzer /s/ T. Furukawa - ------------------------------------------------------------------- 475 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000011 [ICO LOGO] Annex 9 ICONET INTEGRATION Issue 2.2 26 February 1997 - -------------------------------------------------------------------------------- Amendment record
======================================================================================== REVISION DATE CN NO. REASON FOR CHANGE ======================================================================================== 1.0 14/2/97 NEC Contract Issue. 2.0 17/2/97 To Incorporate final NEC comments. 2.1 18/2/97 Incorporate minor comment to note 2 Item 2 Table 3 2.2 26/2/97 Minor editorial changes
2 Confidential and Proprietary to ICO Global Communications 476 [CM 488 BLANK] 477 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000010 [ICO LOGO] Annex 8 B-DEMONSTRATION PLAN Issue 2.3 26 February 1997 - -------------------------------------------------------------------------------- 6. EQUIPMENT FOR END-TO-END CALL DEMONSTRATION 6.1 The equipment to be provided by ICO for the Demonstration is described in Section 4 of Annex 2. 5 Confidential and Proprietary to ICO Global Communications 478 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000010 [ICO LOGO] Annex 8 B - DEMONSTRATION PLAN Issue 2.3 26 February 1997 - -------------------------------------------------------------------------------- 3. END-TO-END CALL DEMONSTRATIONS 3.1 The Contractor , with ICO assistance, shall demonstrate the establishment of end-to-end connections, transmission and reception of voice/fax/data traffic under specific conditions, and connection cleardowns. 3.2 The following types of calls shall be demonstrated: - voice (4.8/2.4 kbps) - fax (up to 4.8 kbps) - asynchronous data (4800 bps or less) 3.3 The Demonstration shall show connections between an ICO UT and - a PSTN/ISDN terminal - a PLMN mobile station - another ICO UT (registered at the same MSSC/VLR). 3.4 Depending upon the availability of a second satellite, call diversity and satellite-to-satellite handover shall be demonstrated. 4. SAN SITE 4.1 The selection of the SAN Site, to be used for the Demonstration, shall be mutually agreed by the Contractor and ICO during the course of the Supply Agreement. 4.2 The selection of the SAN Site shall be based upon availability and the fulfilment of the pre-requisites as outlined in Section 5. 5. PRE-REQUISITES FOR END-TO-END CALL DEMONSTRATION 5.1 The following basic pre-requisites shall be complied with by ICO, in order for the Demonstration to be performed-: 5.1.1 ICO shall provide the interconnection between the selected SAN and exchange gateway or International Switching Centre (ISC) which shall include-: - making any necessary agreements with the gateway or ISC operator for interconnection 3 Confidential and Proprietary to ICO Global Communications 479 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000010 [ICO LOGO] Annex 8 B - DEMONSTRATION PLAN Issue 2.3 26 February 1997 - -------------------------------------------------------------------------------- - ordering, installing, and activating communication lines between the MSSC of the selected SAN and the exchange gateway or ISC - defining B number (routing) exchange data in all telecommunication nodes between the A subscriber of a local exchange and the MSSC of the selected SAN to ensure correct routing of calls 5.1.2 To facilitate the testing of an ICO Mobile subscriber to a fixed PLMN operator, ICO shall arrange for the configuration of a Terrestrial Mobile Switching Center (MSC) and, as appropriate, a Gateway Mobile Switching Center, (GMSC), of the appropriate terrestrial PLMN, and any other intermediary network nodes between the PLMN and MSSC at the selected SAN with the appropriate exchange data to ensure the correct routing of calls to include: - Means of signalling communication shall exist between the selected SAN and ICO's service provisioning databases (e.g., HLR, EIR, AuC), where necessary. - Appropriate service profile parameters and identification for at least two ICO subscriber accounts and at least two ICO UT's shall be available in the service provisioning databases. - A satellite shall be available for use during the Demonstration. Integration testing of the satellite by ICO shall have progressed to at least to such a degree that makes the satellite useful for the Demonstration. If a second satellite is available and if its integration testing progress is such that it can be used, then it shall be used for demonstrations where two satellites are required. - Satellite resource management data for the orbiting satellites shall be generated and downloaded into the selected SAN's, SAN OSS, and the SBS's LSRMS. 5.2 The following list outlines the basic pre-requisites that shall be met, by the Contractor, for the Demonstration to be performed-: - The Contractor shall have completed the Phase 2-1 and 2-2 Testing at the selected SAN Site. 4 Confidential and Proprietary to ICO Global Communications 480 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000010 [ICO LOGO] Annex 8 B - DEMONSTRATION PLAN Issue 2.3 26 February 1997 - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. INTRODUCTION 2 2. SCOPE 2 3. END-TO-END CALL DEMONSTRATIONS 2 4. SAN SITE 3 5. PRE-REQUISITES FOR END-TO-END CALL DEMONSTRATION 3 6. EQUIPMENT FOR END-TO-END CALL DEMONSTRATION 5
1 Confidential and Proprietary to ICO Global Communications 481 - -------------------------------------------------------------------------------- EN-IG-ICO-SW/000010 [ICO LOGO] Annex 8 B - DEMONSTRATION PLAN Issue 2.3 26 February 1997 - -------------------------------------------------------------------------------- 1. INTRODUCTION 1.1 The Contractor shall perform an End-to-End Call Demonstration of the IGF in accordance with the End-to-End Call Demonstration Plan (the "Demonstration") as described in this Annex. The Demonstration shall demonstrate the functionality of the Equipment together with the other elements of the ICO system; e.g satellite(s), User Terminals (UT), and the actual connections to the public switched networks. 1.2 The scope and procedures of the Demonstration shall be developed within 7 months prior to the Demonstration. 1.3 This Annex provides a high-level descriptions of the Demonstration. 2. SCOPE 2.1 The Demonstration shall be performed at one selected SAN Site. 2.2 The Demonstration shall be performed during the period specified on the Master Level Schedule. 2.3 Demonstration procedures shall be prepared by the Contractor and submitted to ICO for approval prior to the commencement of the Demonstration. 2.4 The Demonstration shall be conducted by the Contractor and be witnessed by ICO. 2.5 ICO's co-operation shall be a mandatory requirement for preparation of the SAN Site and performing the Demonstration. Specifically, all external components, being supplied by ICO and integrated into the ICONET, shall either already be satisfactorily in-service, or shall have undergone prior acceptance testing as a part of their individual supply agreements. 2.6 There shall be no PASS/FAIL criteria for the Demonstration. 2.7 The Contractor, with ICO's assistance, shall be responsible for isolation of any problems identified during the Demonstration. 2.8 The Demonstration shall not be part of the Integration and Testing of the IGF. 2 Confidential and Proprietary to ICO Global Communications 482 [ICO LETTERHEAD] ANNEX 8B - DEMONSTRATION PLAN COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT All information contained in this document is confidential and propriety to ICO Global Communications or any other member of the ICO Global Communications Group and intended only for the addressee to whom this copy is addressed. The recipient shall neither copy, distribute, disclose or use the information contained in it for any purpose other than for which this document has been made available nor permit anyone else to do the same. The recipient shall be held fully liable for any wrongful disclosure or use of any of the information contained in this document by him, or his officers or employees or anyone else to whom he makes the information available. DOCUMENT NO.: EN-IG-ICO-SW/000010 VERSION: 2.3 DATE: 26 February 1997 PREPARED ICO NEC AUTHOR: TITLE: VP ICONET TITLE: PM SIGNATURE: SIGNATURE: /s/ G. L. Titzer /s/ T. Furukawa 483 EN-IG-ICO-SW/000010 Annex 8 B - DEMONSTRATION PLAN Issue 2.3 [ICO LOGO] 26 February 1997 AMENDMENT RECORD
REVISION DATE CN NO. REASON FOR CHANGE - -------- ------- --------- -------------------------------------------------------- 1.0 14/2/97 NEC Contract Issue 2.0 17/2/97 Final Issue 2.1 18/2/97 Incorporate minor comments to para's, 1.1, 1.2 and 5.1.2 2.2 25/2/97 Delete para 5.3 to correct erroneous description 2.3 26/2/97 Minor editorial changes
Confidential and Proprietary to ICO Global Communications 484 [COPY MISSING] 485 [ICO LOGO AND LETTERHEAD] ANNEX 8A - IGF TEST PLAN COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT All information contained in this document is confidential and propriety to ICO Global Communications or any other member of the ICO Global Communications Group and intended only for the addressee to whom this copy is addressed. The recipient shall neither copy, distribute, disclose or use the information contained in it for any purpose be held fully liable for any wrongful disclosure or use of any of the information contained in this document by him, or his officers or employees or anyone else to whom he makes the information available.
DOCUMENT NO.: EN-IG-ICO-SW/000009 VERSION: 2.3 DATE: 26 February 1997
PREPARED ICO NEC - ---------- ------------------ ------------------ AUTHOR: TITLE: VP ICONET TITLE: PM SIGNATURE: SIGNATURE: /S/ G. L. Titzer /S/ T. Furukawa
486 EN-IG-ICO-SW/000009 [ICO LOGO] Annex 8a - IGF TEST PLAN Issue 2.3 26 February 1997 AMENDMENT RECORD
REVISION DATE CN NO. REASON FOR CHANGE - -------- ------- ------- --------------------------------------- 1.0 14/2/97 NEC Contract Issue 2.0 17/2/97 To incorporate final NEC comments 2.1 18/2/97 Further final NEC comments incorporated 2.2 18/2/97 Further final NEC comments incorporated 2.3 26/2/97 Minor editorial changes
1 Proprietary and Confidential to ICO Global Communications 487 - ------------------------------------------------------------------------------- [ICO LOGO] Annex 8a - IGF TEST PLAN EN-IG-ICO-SW/000009 ISSUE 2.3 26 February 1997 - ------------------------------------------------------------------------------- TABLE OF CONTENTS 1. INTRODUCTION 3 2. SCOPE 4 3. TEST HIERARCHY AND OBJECTIVES 4 4. FACTORY PRE-INTEGRATION TEST FACILITY 5 5. ICONET GROUND FACILITIES TEST PHASES 8 6. ROLES & RESPONSIBILITIES 12 2 Proprietary and Confidential to ICO Global Communications 488 - ------------------------------------------------------------------------------- [ICO LOGO] Annex 8a - IGF TEST PLAN EN-IG-ICO-SW/000009 ISSUE 2.3 26 February 1997 - ------------------------------------------------------------------------------- 1. INTRODUCTION 1.1 This Annex describes the Test Plan for the IGF. The Master IGF Test Plan Document (WG4-60005) as referred to in ANNEX 6 Table 1 shall be further developed during the course of the Supply Agreement. The aim of testing is to verify the functionality and performance of the Equipment in accordance with the IGFR. 1.2 Test requirements are defined for individual IGF components, meaningful integrated configurations, and the overall IGF system, forming a hierarchy of test campaigns to achieve final satisfactory operation of the IGF system. 1.3 This Annex covers both in-factory and in field testing, and formal and informal test campaigns. The detailed test requirements, plans, acceptance criteria, scripts and VCRMs (Verification Cross Reference Matrixes) for each section of the testing shall be developed during the course of the Supply Agreement. 1.4 The purpose of this Annex is to: - define general test methodologies, and standards to be followed in testing the Equipment - provide the high level objectives and pre-requisites of each set of tests - act as a "master" document at the top of a test document hierarchy, which will be generated to cover the detailed test requirements for each of the individual test campaigns required - provide a framework, tying together the individual campaign test plans 1.5 The Contractor shall provide the following documentation for formal IGF testing for ICO's review and approval. - - IGF Test Requirement (Draft) 7 months prior to the start date of that test - - IGF Test Requirement (Final) 6 months prior to the start date of that test - - IGF Test Plan (Draft) 3 months prior to the start date of that test - - IGF Test Plan (Final) 2 months prior to the start date of that test - - IGF Test Script 1 month prior to the start date of that test 3 Proprietary and Confidential to ICO Global Communications 489 - -------------------------------------------------------------------------------- [ICO LOGO] EN-IG-ICO-SW/000009 Annex 8a - IGF TEST PLAN Issue 2.3 26 February 1997 - -------------------------------------------------------------------------------- - - IGF Test Report (Draft) within 1 month after completion of that test - - IGF Test Report (Final) within 3 months after completion of that test 2. SCOPE 2.1 This Annex consists of both informal and formal testing of IGF Equipment. 2.2 The Contractor shall ensure that informal testing of IGF units and sub-systems will be carried out by the manufacturer of the Equipment as part of its internal design verification and may be observed by ICO Staff. 2.3 Formal testing shall be carried out by the Contractor and shall be witnessed by ICO Staff. 2.4 Formal Testing shall be limited to Phase 1 Subsystem Testing, Phase 2-1 Installation Testing and Phase 3 IGF System Testing. 2.5 This Annex does not include conformance, verification or integration testing of other elements of the ICO system not procured by the Contractor such as UTs, Satellites, SCC, PLMN, ADC, Administration Systems and Inter SAN/NMC links. 3. TEST HIERARCHY AND OBJECTIVES 3.1 Test requirements shall be defined for individual units and subsystems of Equipment as well as the overall IGF system. 3.2 The IGF Unit and Sub-system Testing shall cover testing as specified in the Master IGF Test Plan Document, to verify and/or validate that all requirements of the IGFR have been met. 3.3 All tests shall be uniquely identified and traceable from the IGFR via VCRMs. 3.4 All tests shall have clear, comprehensive and unambiguous pass/fail criteria that may be demonstrated during testing. 3.5 All tests shall have clear, comprehensive and unambiguous test conditions, so that test results may be obtained in a controlled and repeatable way. 4 Proprietary and Confidential to ICO Global Communications 490 - -------------------------------------------------------------------------------- [ICO LOGO] EN-IG-ICO-SW/000009 Annex 8a - IGF TEST PLAN Issue 2.3 26 February 1997 - -------------------------------------------------------------------------------- 4. FACTORY PRE-INTEGRATION TEST FACILITY 4.1 These informal tests combine subsystems incrementally to provide confidence of operation of completed SANs and NMC, prior to delivery of Equipment to Site. 4.2 The Contractor shall provide Factory Pre-Integration Test Facilities for use in the integration and development testing. Testing carried out on the test facility shall be informal. The Factory Pre-Integration Test Facility shall be implemented in 3 stages: - Stage 1 Intra SAN Simulation - Stage 2 Inter SAN Simulation - Stage 3 Inter SAN Network Simulation 4.3 Special Test Equipment (STE) as set out in Annex 2 Section 4.2 shall be supplied by ICO for use by the Contractor as required. 4.4 Stage 1 - Intra SAN Simulation 4.4.1 The Stage 1 Test Facility shall be located in Australia and shall be used for IGF pre-integration testing of, but not be limited to: - TNM/MSSC all protocol validation including Teleservices, Bearer Service, and Supplementary GSM Services protocol - Some agreed ICO Specific Services - Operation and Maintenance Functions - Call Connectivity - Terrestrial Network Manager Functions and - Vocoder to ensure that those subsystems relevant to services/functions above interwork with each other. Major subsystems to be tested are TNM and MSSC and related peripheral. 4.4.2 ETL shall deliver a combined MSSC/VLR/HLR and MSSC O&M centre to the Australian Test Facility as detailed in Annex 4. 5 Proprietary and Confidential to ICO Global Communications 491 EN-IG-ICO-SW/000009 [ICO LOGO] Annex 8a - IGF TEST PLAN Issue 2.3 26 February 1997 4.4.3 NEC/A shall deliver the TNM and the TNM-OAM to the Australian Test Facility as detailed in Annex 4. 4.4.4 The test facility at Australia shall be used to integrate the following subsystems: - - MSSC - Terrestrial Network Manager (TNM) - Home Location Register (HLR) - GSM Tester - MSSC OAM (TMOS) 4.4.5 ICO shall deliver a GSM tester which shall be capable of being used for simulating the GSM Base Stations and UTs, to the Australian Test Facility as detailed in Annex 4. 4.5 Stage 2 - Inter SAN (with Channel Manager) Simulation 4.5.1 The Stage 2 Facility shall incorporate Test Facilities located in the USA and Australia, and shall be used for IGF pre-integration testing between the Australian and USA Test Facilities for development testing of: - Inter-working between two MSSCs, as per Stage 1 but with two physically separated MSSCs. - MSSC and SBS interfaces with the TNM - MSSC and High Penetration Notification Controller (HPN-Controller) interfacing - Terrestrial Network Management Functions Major subsystems to be tested in this stage are interworking among SBS, TNM and MSSC. 4.5.2 The Stage 1 Test Facility equipment shall be used during Stage 2 testing. The following additional equipment shall be supplied as defined in Annex 4 for Stage 2 testing. 4.5.3 ETL shall deliver a combined MSSC/VLR/HLR and MSSC O&M centre to the USA Test Facility as detailed in Annex 4. 4.5.4 ETL shall deliver an HPN-Controller to the USA Test Facility as detailed in Annex 4. 6 Proprietary and Confidential to ICO Global Communications 492 EN-IG-ICO-SW/000009 [ICO LOGO] ANNEX 8a - IGF TEST PLAN Issue 2.3 26 February 1997 4.5.5 NEC/A shall deliver TNM to the USA Test Facility as detailed in Annex 4. 4.5.6 HNS shall deliver an SBS, including Channel units, to the USA Test Facility as detailed in Annex 4. 4.5.7 HNS shall deliver an SBS, including Channel Units, to the Australian Test Facility as detailed in Annex 4. 4.5.8 ICO shall deliver a GSM tester which shall be capable of being used for simulating the GSM Base Stations and UTs to the USA Test Facility as detailed in Annex 4. 4.6 Stage 3 - Inter SAN Network Simulation 4.6.1 The Stage 3 Facility shall incorporate a Test Facility, located in Japan, and shall be used for IGF pre-integration testing between the Australian, USA and NEC Yokohama Test facilities for development testing of: - DCN - Functional Tests on TNM - Interface Test on, - NMC/SRMC and SAN - Operation and Maintenance Interfaces between MSSC/OSS and NMC At this stage, interworking among all subsystems in the IGF is to be tested. 4.6.2 The Stage 2 Test Facility equipment shall be used during Stage 3 testing. 4.6.3 The following additional equipment shall be supplied as per Annex 4 for Stage 3 testing. 4.6.4 ETL shall deliver HPN-Controller to the Australian Test Facility as detailed in Annex 4. 4.6.5 NEC shall deliver NMC and IF Equipment to the NEC Yokohama facility as detailed in Annex 4, and use the SAN-OSS, to carry out pre-integration testing with the NMC in Japan. 4.6.6 The NMC shall be operating with basic functionality for the interface testing and shall include the Satellite Resource Management Centre (SRMC) and Local SRMS involved in SBS. 4.6.7 The NMC shall also be capable of control and monitor of basic alarm and status of all types of network elements. 7 Proprietary and Confidential to ICO Global Communications 493 - ------------------------------------------------------------------------------- [ICO LOGO] ANNEX 8a - IGF TEST PLAN EN-IG-ICO-SW/000009 ISSUE 2.3 26 February 1997 - ------------------------------------------------------------------------------- 5. ICONET GROUND FACILITIES TEST PHASES 5.1 Phase 1, Unit and Subsystem Testing 5.1.1 These are performed on named subsystems, concentrating primarily on the "first-off" on-Site Equipment, with a reduced set of tests on subsequent on-Site Equipment. 5.1.2 Phase 1 Testing shall be performed in-factory and consist of Unit and Subsystem testing for Equipment manufactured by the Contractor and shall not include third party vendors' proprietary Equipment such as PCs or work stations. 5.1.3 Units shall be defined as a separable pieces of Hardware or Software on which requirement testing may be performed. Unit testing shall be carried out by the Equipment manufacturer in accordance with the manufacturers internal testing standards. Unit testing shall be informal. 5.1.4 Subsystems, for the purpose of this Annex, shall be defined as multiple interconnected units common to a manufacturer which form a separate testable subsystem. The Phase 1 Subsystem Testing which shall be performed by the Equipment manufacturer is formal testing. The "first-off" of every single subsystem shall be tested by the Contractor and witnessed by ICO. 5.1.5 Approval of the "first off" subsystem test results, in accordance with the agreed criteria, shall be required before the subsystem leaves the factory for on-Site installation. 5.1.6 Subsystem tests shall concentrate on the following: - testing of the applicable functional and performance requirements of individual subsystems - validation of significant or "system-level" internals that have not been explicitly or adequately covered in unit testing - conformance of the subsystem component interfaces to the appropriate Interface specifications 8 Proprietary and Confidential to ICO Global Communications 494 - ----------------------------------------------------------------------------- [ICO LOGO] ANNEX 8a - IGF TEST PLAN EN-IG-ICO-SW/000009 Issue 2.3 26 February 1997 - ------------------------------------------------------------------------------- - correct operation of man-machine interfaces, to the appropriate specifications 5.2 Phase 2-1 Installation Testing 5.2.1 The Contractor shall ensure that Phase 2-1 Installation Testing shall be performed in-field on the Equipment upon completion of the Equipment installation. The first installation of every single subsystem of the IGF shall be on-Site tested by the Contractor and witnessed by ICO. 5.2.2 Installation testing shall be performed in-field as a form of "build checkout". The Phase 2-1 "build checkout" shall ensure that all Site dependent configurations are correct, and that all interfaces for other sub-systems are operating correctly in a 'Stand Alone' mode including signalling, traffic and management paths. 5.2.3 Installation tests shall assess that Equipment has not been damaged in transit, that all components are properly configured and connected, local communications links are satisfactorily in-service, and that local Site factors do not affect operation (e.g. power supplies, local radiation sources, temperature and humidity). 5.2.4 All on-Site installation and calibration (and commissioning as appropriate for the RFT TT&C) procedures shall have been completed prior to this phase of formal "build checkout" testing. 5.2.5 These tests shall be formal, and shall be completed before delivered Equipment is released for further phases of testing or use. 5.2.6 These tests shall be conducted at each SAN and NMC, with the same degree of completeness, specifically paying attention to Site specific requirements. 5.3 Phase 2-2 On-Site Integration Testing 5.3.1 Phase 2-2 on Site integration testing shall be performed in-field upon completion of the Phase 2-1 Installation Testing and shall expand on the Phase 2-1 'build checkout'. 5.3.2 The Phase 2-2 on-Site integration testing shall be informal. 5.3.3 The purpose of Phase 2-2 on-Site integration testing shall be to ensure the IGF subsystems are correctly integrated, before Phase 3 system testing begins. It shall 9 Proprietary and Confidential to ICO Global Communications 495 [ICO LOGO] Annex 8a - IGF TEST PLAN EN-IG-ICO-SW/000009 Issue 2.3 26 February 1997 be performed by a test team made up of representatives from each Equipment manufacturer. 5.3.4 Components shall be integrated in an incremental fashion, with each configuration involving meaningful combinations of functionality. The final configuration is a completely integrated SAN and NMC. 5.3.5 Tests shall concentrate on a subset of the overall IGF functional and performance requirements for each of the configurations, and on interworking of the Equipment as each is integrated. 5.3.6 Phase 2-2 Testing shall include those Phase 2-1 aspects that can only be fully tested when integrated with Equipment. 5.3.7 The Phase 2-2 Testing shall include a 'Dry Run' followed by a Software Rebuild/Reload and a 'Re-Test', with the updated versions of de-bugged software, of the IGF. 5.3.8 The Air Interface shall be further validated with the use of a UT Simulator. 5.3.9 These tests are performed on all Sites, concentrating primarily on the "first-off" SAN and NMC, with a reduced set of tests on subsequent Sites. 5.4 Phase 3 IGF System Testing 5.4.1 Phase 3 IGF System Testing shall be performed in-field by the system test team upon completion of the Phase 2-2 On-Site Integration testing. Individual tests shall be performed as early as possible in line with Annex 4. 5.4.2 These are performed on completed SANs, the NMC and the IGF as a whole. These tests are defined as follows: - Extensive IGF system tests of the first completed SAN and NMC sites - Reduced IGF system tests of all subsequent SANs, and the backup NMC - Incremental tests on the first two completed SANs, the first three completed SANs and the first six completed SANs - A complete twelve-SAN and two-NMC test to ensure correct configuration and NMC monitoring and control 10 Proprietary and Confidential to ICO Global Communications 496 [ICO LOGO] Annex 8a - IGF TEST PLAN EN-IG-ICO-SW/000009 Issue 2.3 26 February 1997 5.4.3 The IGF System testing shall be performed with the use of simulator equipment for the UT and Satellite. 5.4.4 The system integration testing shall ensure that the Equipment supplied is operating according to the specified requirements and shall be formal. 5.4.5 The IGF system testing shall take place in the following stages: 1. One SAN Testing 2. One NMC Testing 3. Two SAN Testing 4. Three SAN Testing 5. Six SAN Testing 6. Twelve SAN and two NMC Testing In each test campaign, all the specified functionality in the IGFR shall be fully tested for the appropriate number of SANs and NMCs as detailed above. 5.4.6 One SAN testing shall encompass the range of tests that can be performed on one SAN. This shall include IGF call processing, configuration, control, monitoring and performance related tests. 5.4.7 One NMC testing shall encompass a) testing of the network management functions and SRMC functions specified in the IGFR but not covered in Phase 1&2 tests, and b) interconnection testing with a complete SAN in stand-along mode. 5.4.8 Two SAN testing shall encompass the range of tests specific to two SANs. This shall include call handover between SANs and UT movement related tests such as re-registration and call delivery to remote SANs. IGF configuration, control, monitoring and performance related tests specific to two SAN operation shall also be tested. 5.4.9 Three SAN testing shall encompass the range of tests specific to three SANs. This shall include testing of intermediate SAN operation in call handover between SANs via an intermediate SAN and UT movement related tests such as re-registration and call delivery to remote SANs via intermediate SANs. IGF 11 Proprietary and Confidential to ICO Global Communications 497 EN-IG-ICO-SW/000009 [ICO LOGO] Annex 8a - IGF TEST PLAN Issue 2.3 26 February 1997 configuration, control, monitoring and performance related tests specific to three SAN operation shall also be tested. 5.4.10 Six and twelve SAN testing shall encompass the range of tests specific to 6 and 12 SANs respectively. This shall include testing of network configuration, functions and performance, as specified, and NMC operation. 5.4.11 The Phase 3 testing may include a "dry run" followed by a software rebuild/reload and a "re-test", with the final versions of de-bugged Software, of the IGF. 6. ROLES & RESPONSIBILITIES 6.1 Test Planning and Execution 6.1.1 Performance of IGF units and sub-system testing, including planning, documenting, co-ordinating, execution and problem identification/isolation and, within the IGF, problem solving shall be the sole responsibility of the Contractor. 6.1.2 The Contractor shall provide and maintain a problem tracking database in which all problems shall be entered. The database shall provide for problem ID code, status, responsible person, classification, planned correction date, temporary fix ID, and action plan reference or summary. The database shall provide facilities for problems to be sorted and presented or printed in a variety of formats and orders, to facilitate management and reporting on the problems. 6.1.3 Following completion of each Phase of testing for any part of the IGF, the Contractor shall provide weekly reports relating to that part, providing a summary of the current problem statistics, expected clearance date for all problems, and a full listing of the database contents. Such reports shall continue until all of the problems have been corrected. 6.2 Communications Links 6.2.1. The Contractor shall be responsible for all the communications links charges during the Pre-Integration testing at the NECA, HNS and NECJ test facilities. 6.2.2. The Contractor shall invoice ICO and ICO shall re-imburse all such 12 Proprietary and Confidential to ICO Global Communications 498 EN-IG-ICO-SW/000009 [ICO LOGO] Annex 8a - IGF TEST PLAN Issue 2.3 26 February 1997 communications charges on an actual cost basis. 6.2.3. ICO shall provide all necessary communications links between ICO Sites for Equipment on-Site testing. The Contractor shall provide requirements on capacity, routing and availability dates in [good time] to ICO. 6.3. Test Equipment 6.3.1 Aside from the test equipment provided by ICO as given in Annex 2, all test equipment required for Phase 1 to Phase 3 will be provided by the Contractor. 6.3.2 The Special Test Equipment, being provided by ICO, for Phase 1 to Phase 3 are shown in Annex 2. 6.3.3 The Contractor shall develop a comprehensive requirements document for each of UT Load Simulator and Satellite Channel Simulator and shall submit them to ICO for its approval within 3 months after the execution of the Supply Agreement. 13 Proprietary and Confidential to ICO Global Communications 499 [COPY MISSING] 500 EN-IG-ICO-SW/000008 [ICO LOGO] ANNEX 7 SITE WORKING ARRANGEMENTS Issue 2.1 26 February 1997 3. SITE RESPONSIBILITIES & SAFE WORKING PRACTICES 3.1 The Contractor shall keep all existing roads and pavements, used by the Contractor, clear of mud and debris. The Contractor shall make good all damage it causes to any road, footpath or other property during the execution of the Work. 3.2 The Contractor shall keep all internal work areas clean and free of debris and dust and shall remove all packing materials. 3.3 While on the Site, the Contractor and any Sub Contractors' personnel shall at all times comply with the local Site & security arrangements. 4. SITE COMMUNICATIONS 4.1 The Contractor shall be responsible for all Site communications charges during the installation and testing activities. 4.2 The Contractor shall invoice ICO and ICO shall re-imburse all communications charges on an actual cost basis. 5.0 SITE IMPLEMENTATION PERIODS 5.1 The schedule dates and sequence of installation at the SAN Sites is shown in Master Level Schedule in Annex 4. 5.2 Periods when weather conditions may impact on external installation work shall be taken into consideration when preparing installation schedules. Confidential and Proprietary to ICO Global Communications 501 EN-IG-ICO-SW/000008 [ICO LOGO] ANNEX 7 SITE WORKING ARRANGEMENTS Issue 2.1 26 February 1997 TABLE OF CONTENTS 1. INTRODUCTION 3 2. WORKING HOURS AND ACCESS TO SITE 3 3. SITE RESPONSIBILITIES & SAFE WORKING PRACTICES 4 4. SITE COMMUNICATIONS 4 5. SITE IMPLEMENTATION PERIODS 4 Confidential and Proprietary to ICO Global Communications 502 EN-IG-ICO-SW/000008 [ICO LOGO] ANNEX 7 SITE WORKING ARRANGEMENTS Issue 2.1 26 February 1997 1. INTRODUCTION 1.1 This Annex describes the scope of the Site Working Arrangements and safe working practices. 1.2 The scope of the Site installation Work includes the following -: 1.2.1 Site Management 1.2.2 Erection and testing of the antennas 1.2.3 Installation of the Equipment 1.2.4 Installation and termination of the IFL cables 1.2.5 Testing of the Equipment 2. WORKING HOURS AND ACCESS TO SITE 2.1 The Contractor shall be entitled to request access to all Sites on a 24 hours per day, 7 days a week basis so that it may conduct all necessary inspection, Site visits, installation, testing or fault rectification. 2.2 The Contractor shall provide notice to ICO at thirty (30) days in advance, where possible, of all personnel requiring access to the Site. 2.3 The Contractor shall submit to ICO a list of the names of the Site staff and visitors and produce satisfactory evidence as to their identity so that the name on each individual pass card can be filled in before the passes are issued. 2.4 Pass cards shall not be transferred, and will be valid only for the person to whom they are issued, and shall be returned to ICO when the individual leaves the Site. Confidential and Proprietary to ICO Global Communications 503 [ICO-LOGO] [ICO LETTERHEAD] - -------------------------------------------------------------------------------- ANNEX 7 SITE WORKING ARRANGEMENTS - -------------------------------------------------------------------------------- COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT All information contained in this document is confidential and propriety to ICO Global Communications or any other member of the ICO Global Communications Group and intended only for the addressee to whom this copy is addressed. The recipient shall neither copy, distribute, disclose or use the information contained in it for any purpose other than for which this document has been made available nor permit anyone else to do the same. The recipient shall be held fully liable for any wrongful disclosure or use of any of the information contained in this document by him, or his officers or employees or anyone else to whom he makes the information available. ---------------------------------------------- DOCUMENT NO.: EN-IG-ICO-SW/000008 ---------------------------------------------- VERSION: 2.1 ---------------------------------------------- DATE: 26 February 1997 ---------------------------------------------- ----------------------------------------------------------------- PREPARED ICO NEC -------------- --------------------------------------------------- AUTHOR: TITLE VP ICONET TITLE PM ----------------------------------------------------------------- SIGNATURE: SIGNATURE: /s/ G. L. Titzer /s/ T. Furukawa ----------------------------------------------------------------- 504 [ICO LOGO] EN-IG-ICO-SW/000008 Issue 2.1 26 February 1997 Annex 7 Site Working Arrangements AMENDMENT RECORD
================================================================================ REVISION DATE CN No. REASON FOR CHANGE ================================================================================ 1.0 14/2/97 NEC Contract Issue - -------------------------------------------------------------------------------- 2.0 18/2/97 To incorporate final NEC comments - -------------------------------------------------------------------------------- 2.1 26/2/97 Minor editorial changes - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ================================================================================
Confidential and Proprietary to ICO Global Communications 505 [COPY MISSING] 506 [ICO LOGO] EN-IG-ICO-SW/000007 Issue 2.2 26 February 1997 Annex 6 - Documentation
============================================================================================= Shipping Information for all on shipment 2(+1 to each install. site) Shipments to Site and ICO - --------------------------------------------------------------------------------------------- On-Site Ph.2-1 Test Requirements Draft 7 months prior to start 2 of tests. Final 6 months prior to start of Tests - --------------------------------------------------------------------------------------------- On-Site Ph.2-1 Test Plan Draft 3 months prior to start 2 (+1 to each test site) of tests. Final 2 months prior to start of tests - ---------------------------------------------------------------------------------------------- On Site Ph 2-1 Script 1 month prior to start of tests - ---------------------------------------------------------------------------------------------- On-Site Ph.2-1 Test Data Report Draft within 1 month after 2 (+1 to each test site) completion of tests. Final 3 months after completion of tests - ----------------------------------------------------------------------------------------------- TT&C/IOT Calibration Data 2 weeks after the tests 2 (+1 at IOT site) - ----------------------------------------------------------------------------------------------- On-Site Ph 3 Test Requirements Draft 7 months prior to start of tests. Final 6 months prior to start of Tests - ------------------------------------------------------------------------------------------------ On-Site Ph.3 Test Plan Draft 3 months prior to start 2 of tests. Final 2 months prior to start of tests - ------------------------------------------------------------------------------------------------- On-Site Ph 3 Test Script 1 month prior to start of 2 (+1 to each test site) tests - -------------------------------------------------------------------------------------------------- On-Site Ph.3 Test Data Report Draft within 1 month after 2 (+1 to each test site) completion of tests. Final 3 months after completion of tests - -------------------------------------------------------------------------------------------------- Training Syllabus?? 3 months before start of 2 training sessions - -------------------------------------------------------------------------------------------------- Training Manuals and 1 month before start of 2 (+10 each training site) Documentation (inc notes) training sessions - --------------------------------------------------------------------------------------------------- O & M Equipment Handbooks At equipment delivery 2 (+1 to each install. site) - --------------------------------------------------------------------------------------------------- As Built Drawings (2 RFT's 1 month after completion TT &C sites) of site work - ---------------------------------------------------------------------------------------------------- As-Built for SAN and NMC Sites 1 month after completion 2 (+1 to each install. site) of site work - ---------------------------------------------------------------------------------------------------- Air Interface Protocol as detailed in Annex 11 5 Copies (AIPV) - ----------------------------------------------------------------------------------------------------- ICONET Integration as detailed in Annex 9 2 (+1 to each test site) - ----------------------------------------------------------------------------------------------------- LIMF Requirements as detailed in SOW 2 =====================================================================================================
6 Proprietary & Confidential to ICO Global Communications 507 ENG-IG-ICO-SW/000007 Issue 2.2 [ICO LOGO] Annex 6 - Documentation 26 February 1997 2. DOCUMENTATION MANAGEMENT AND CONTROL The documentation management and control process will be performed by the Contractor in accordance with the requirements contained in the Program Management Plan referred to in Table 1 of this Annex. 3. EQUIPMENT HANDBOOK 3.1 The Equipment Handbook shall contain as a minimum: - Detailed description of the sub-system addressed in the relevant section including top-level functional block diagrams, electrical, and technical performance characteristics - All relevant interfaces and characteristics of signals and data messages across those. - Conditions to be observed during normal operation of the system - Anomalies, which may occur during normal operations and how to rectify those. - Procedures for periodic maintenance and calibration if applicable and their recommended schedules. - Corrective maintenance and fault-finding methods at system level. 4. AS-BUILT INFORMATION 4.1 The 'As-Built' Information data will be provided for the management centre sites and on a per SAN and NMC Site basis covering all the equipment and antenna areas and shall include-: - Civil drawings as applicable - Rack layout - Elevation Drawings - Interconnection and Cabling Diagrams - Hardware Inventory - Data Transcript files for the Switching elements 5. IOT CALIBRATION DATA - Test results from on-site tests shall be provided for the purpose of calibrating the antennas used for IOT. The characteristics to be measured are indicated in the section of IOT of the ICD 'TT&C to SAN'. Proprietary & Confidential 4 to ICO Global Communications 508 ENG-IG-ICO-SW/000007 Issue 2.2 [ICO LOGO] Annex 6 - Documentation 26 February 1997 TABLE 1 - DOCUMENTATION SUBMISSION
- ------------------------------------------------------------------------------------------------------- ITEM SUBMISSION NO. OF COPIES (REF. TO NOTES BELOW) - ------------------------------------------------------------------------------------------------------- Programme Mgt Plan (WG-PL-60041) 2 months after SA 2 The Contractor's standard QA Plans SA Date 2 ICO-Specific Contractor's QA Plans 2 months after SA Date 2 HLSD Draft contents List 2 weeks after SA Date Preliminary HLSD First Draft 2 weeks before System PDR Issue 1st Draft of HLSP 1 month after System PDR 2 Complete First Version HLSD 1 Month after System FDR 2 Final Version of HLSD At IGF Acceptance Programme Review Meeting (PRM) At ICO 3 working days 2 + Internet Reports before PRM meeting. Preliminary Design Reviews 1 clear week before PDR 5 Documentation Pack (system and meeting Subsystem) Final Design Reviews before FDR meeting 10 5 Documentation Pack (System and working days. Subsystem) In-Plant Ph.1 Test Requirements Draft 7 months prior to 2 start of tests Final 6 months prior to start of Tests In-Plant Ph.1 Test Plan Draft 3 months prior to 2 start of tests. Final 2 months prior to start of tests In Plant Ph. 1 Script 1 month prior to start of tests TT&C/IOT Calibration Procedures 2 months before the start 2 of the tests In-Plant Ph.1 Test Data Report Draft within 1 month after 2 (+ 1 to each relevant install. site) completion of tests. Final 3 months after completion of tests - -------------------------------------------------------------------------------------------------------
Note: 1. SA = Supply Agreement Proprietary & Confidential 5 to ICO Global Communications 509 [ICO LOGO] Annex 6 - Documentation EN-IG-ICO-SW/000007 Issue 2.2 26 February 1997 TABLE OF CONTENTS 1. GENERAL 3 2. DOCUMENTATION MANAGEMENT AND CONTROL 4 3. EQUIPMENT HANDBOOK 4 4. AS-BUILT INFORMATION 4 5. IOT CALIBRATION DATA 4 2 Proprietary and Confidential to ICO Global Communications 510 [ICO LOGO] Annex 6 - Documentation EN-IG-ICO-SW/000007 Issue 2.2 26 February 1997 1. GENERAL 1.1 This Annex sets out the documentation that shall be provided by the Contractor in accordance with the requirements of this SOW. 1.2 The Contractor shall provide all documentation to ICO Global Communications in accordance with Table 1 of this Annex and shall be responsible for maintaining the currency of the documentation distribution of all copies and revisions to ICO. 1.3 The language used in all documentation submitted shall be English. Consistency of nomenclature shall be maintained between documents and each document shall contain a list of all abbreviations used. The SI system of units shall be used wherever possible throughout all documents. Common document standards shall be followed and the title page of all documents shall clearly identify; a) document reference number b) revision status c) date of Issue d) title of document e) approval status f) classification g) author h) distribution 1.4 In addition to hard copy, all documents shall also be submitted as electronic file(s) in MS Office(TM) or compatible format, or where appropriate, CD-ROM disk medium. Some documentation may be provided via electronic mail over the Internet to the address [xxxxxx@i-co.co.uk] by agreement with ICO. All documentation provided over the Internet will be sent as encrypted files using MS Exchange(TM). The Switching O&M libraries will only be provided on CD ROM Disk medium. 3 Proprietary and Confidential to ICO Global Communications 511 [ICO LETTERHEAD] ANNEX 6: DOCUMENTATION COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT ALL INFORMATION CONTAINED IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETY TO ICO GLOBAL COMMUNICATIONS OR ANY OTHER MEMBER OF THE ICO GLOBAL COMMUNICATIONS GROUP AND INTENDED ONLY FOR THE ADDRESSEE TO WHOM THIS COPY IS ADDRESSED. THE RECIPIENT SHALL NEITHER COPY, DISTRIBUTE, DISCLOSE OR USE THE INFORMATION CONTAINED IN IT FOR ANY PURPOSE OTHER THAN FOR WHICH THIS DOCUMENT HAS BEEN MADE AVAILABLE NOR PERMIT ANYONE ELSE TO DO THE SAME. THE RECIPIENT SHALL BE HELD FULLY LIABLE FOR ANY WRONGFUL DISCLOSURE OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT BY HIM, OR HIS OFFICERS OR EMPLOYEES OR ANYONE ELSE TO WHOM HE MAKES THE INFORMATION AVAILABLE. DOCUMENT NO.: EN-IG-ICO-SW/000007 VERSION: 2.2 DATE: 26 February 1997 PREPARED ICO NEC AUTHOR: Title: VP ICONET TITLE: PM SIGNATURE: SIGNATURE: /s/ G.L. Titzer /s/ T. Furukawa 512 EN-IG-ICO-SW/000007 [ICO LOGO] Annex 6 - Documentation Issue 2.2 26 February 1997 AMENDMENT RECORD REVISION DATE CN NO. REASON FOR CHANGE - -------- ---- ------ ----------------- 1.0 14/2/97 NEC Contract Issue 2.0 17/2/97 To incorporate final NEC comments. 2.1 18/2/97 Incorporate minor comments to para's 1.2, 4.1 and Table 1 2.2 26/2/97 Minor editorial changes 1 Proprietary and Confidential to ICO Global Communications 513 [COPY MISSING] 514 EN.IG-ICO-SW/000006 [ICO LOGO] ANNEX 5 - TRAINING Issue: 2.2 26 February 1997 4. COURSE 3 - SYSTEM ARCHITECTURE AND OPERATION & MAINTENANCE 4.1. A training course shall be held for training ICO's engineering staff at one of the NMC Sites, to be elected by ICO. 4.2. The purpose of this course is to provide the ICO engineers with an understanding of the system architecture and overview of the operation and maintenance of all the SAN's from the NMC. 4.3. The duration of the System Architecture and Operation and Maintenance training course shall be as shown below -:.
ITEM DESCRIPTION DURATION (DAYS) -------------------------------------------------------------- 1 Overall SAN and NMC System 10 2 RFT, PCS 10 3 MSSC/VLR and related equipment 40 - Telecomms Network & AXE 10- Introduction - AXE 10 System Survey - MSC/VLR/HLR O&M - OSS Operation - AUC/EIR Training - HPN 4 SBS, 15 5 TNM 5 6 NMS/SRMC/SAN OSS 10
4.4. The number of ICO engineers, participating in each of the above courses, shall be a maximum of 10 students. 4.5 Training for the MXE option, as defined in Annex 1 of the SOW, will be included if ICO elect to exercise this option. 5. GENERAL TRAINING CONDITIONS 5.1. Training shall consist of a combination of lecture style training and hands-on training. The style of training shall be dependent on the particular training course, and convenience of the training syllabus. 5.2. ICO shall make the relevant system and sub-systems available as required, for the purposes of hands-on training. Confidential and Proprietary to ICO Global Communications 6 515 [ICO LOGO] Annex 5 - Training EN.IG-ICO-SW/000006 Issue: 2.2 26 February 1997 5.3. The students shall, as a minimum, have background knowledge and understanding of one or more of the following technologies-: - Satellite Communications - Cellular mobile switching - Installation of electronic systems - Familiarity with PCs and Work Station operator consoles 5.4. The students shall, as a minimum, have a good working knowledge and understanding of the English language. 5.5. Training shall be carried out during normal local working hours nominally from 9:00am-5:00pm 5 days a week. 5.6. ICO shall make the required staff available during these hours for the training course. 5.7. Training courses shall be conducted in the English Language by technical training experts from the Contractor. The trainers shall be experienced in training staff whose mother tongue is not English. 5.8. One Copy of training notes shall be provided for each student, in the English language. All the training documentation shall be provided in the English language and shall preferably use SI units. A copy of the training material shall be supplied to both ICO and the SAN operator one month before the commencement of the training session. 5.9. ICO shall supply the following training facilities at each SAN/NMC training Site for the duration of the training: - Training room with seating and lighting for at least 10 students and one instructor. - Overhead Projector Facilities for transparency presentation. - Video Recorder and Television facilities - White Board Facilities - PC Overhead Projector Facilities - Photocopy Machine - Printer 7 Confidential and Proprietary to ICO Global Communications 516 [ICO LOGO] EN.IG-ICO-SW/000006 Annex 5 - Training ISSUE: 2.2 26 February 1997 The courses shall include the following elements for each subsystems: a) Principles and functional design b) Interfaces and interaction with other subsystems c) Safety aspects d) Operation (local and remote) e) Emergency operation f) Routine maintenance g) Troubleshooting 2.3. The number of SAN Operator's students, participating in each of the above courses, shall be a maximum of 10 students. 2.4. Because the RFT sub-systems, particularly at the first six TT&C SAN Sites, shall be completed earlier than the SBS/MSSC/TNM systems the RFT On Site Operation and Maintenance training courses at the TT&C SAN Sites shall be held, after completion of the Installation Phase 2-1 Test of the 2 RFT Sub-systems committed for early availability for TT&C Integration testing at each of six TT&C SAN Sites. 2.5. The Contractor shall provide background material and any other training course notes to supplement the operation and maintenance handbook. 2.6. The Contractor shall allow "over the shoulder" observation, during the Equipment installation and testing. 3. COURSE 2 - ICO'S INSTRUCTOR'S TRAINING 3.1. A training course shall be held for ICO's own Training Instructors. 3.2. The purpose of this course is to train ICO's Training Instructors so that they shall be able to carry out their own training courses on the SAN system architecture, as well as the operation and maintenance of the SAN and NMC systems. 3.3. The duration of the On Site ICO Instructor's Training course shall be as shown in the table below. The starting date is to be mutually agreed during the course of the Supply Agreement. 4 Confidential and Proprietary to ICO Global Communications 517 [ICO LOGO] EN.IG-ICO-SW/000006 Annex 5 - Training ISSUE: 2.2 26 February 1997
Item Description Duration (Days) - ----------------------------------------------------------------- 1 Overall SAN and NMC System 10 2 RFT, PCS 10 3 MSSC/VLR and related equipment 65 - AXE 10 System Survey - AXE 10 Cellular O&M, basics - MSC/VLR/HLR O&M - OSS Operation - AXE 10 IOG O&M Advanced - AXE Extended Software Maintenance - HPN 4 SBS 25 5 TNM 5 7 NMS/SRMC/SAN OSS 20
3.4. The number of ICO Training Instructors, participating in each of the above courses, shall be a maximum of 15 students. 3.5. The ICO Training Instructors training course shall be held at one of the twelve (12) SAN Sites, to be elected by ICO, for the RFT, SBS, HPN, PCS, MSSC, TNM and SAN-OSS sub-systems and at one of the two (2) NMC Sites for the NMS/SRMC sub-systems. 3.6. Because the RFT sub-systems, particularly at the first six TT&C SAN Sites, shall be completed earlier than the SBS /HPN/PCS/MSSC/TNM systems the RFT training course for the ICO Training Instructors may be held correspondingly earlier than the remaining training courses. 3.7. The Contractor shall provide background material and any other training course notes to supplement the operation and maintenance handbook. 5 Confidential and Proprietary to ICO Global Communications 518 EN.IG-ICO-SW/000006 [ICO LOGO] Annex 5 - Training Issue 2.2 26 February 1997 TABLE OF CONTENTS 1. GENERAL 3 2. COURSE 1 -- OPERATION & MAINTENANCE 3 3. COURSE 2 -- ICO'S INSTRUCTOR'S TRAINING 4 4. COURSE 3 -- SYSTEM ARCHITECTURE AND OPERATION & MAINTENANCE 6 5. GENERAL TRAINING CONDITIONS 6 2 Confidential ad Proprietary to ICO Global Communications 519 EN.IG-ICO-SW/000006 [ICO LOGO] Annex 5 - Training Issue 2.2 26 February 1997 1. GENERAL 1.1. This Annex sets out the scope of the training courses, for the ICO staff. 1.2. The training courses are summarised below-: 1.2.1. On Site Operation and Maintenance Course at each SAN Site 1.2.2. ICO Training Instructor Course at one SAN Site and one NMC Site 1.2.3. System Architecture and Operation and Maintenance Course at an NMC 1.3. The Contractor in conjunction with ICO will develop a detailed training plan within 6 months of execution of this Agreement. 1.4. ICO and the Contractor shall work closely together to develop a training program that does not impact on the Master Level Schedule which ensures availability of trained ICO staff at a time when O & M services are required. 2. COURSE 1 -- OPERATION & MAINTENANCE 2.1. An On-Site Operation and Maintenance course shall be carried out at each of the twelve SAN Sites. 2.2. The purpose of this course is to provide the SAN Operator's operation and maintenance staff with an understanding of the operation and maintenance of the relevant system and sub-systems. The duration of the Course, for each of the twelve (12) SAN Sites, shall be as shown below-: Item Description Duration (Days) - ---- ----------- --------------- 1 Overall SAN and NMC System 10 2 RFT, PCS 10 3 MSSC/VLR and related equipment 45 - AXE 10 System Survey - AXE 10 Cellular O&M, basics - OSS Operation - HPN 4 SBS 15 5 TNM 5 7 SAN OSS 5 3 Confidential and Proprietary to ICO Global Communications 520 [ICO GLOBAL COMMUNICATIONS LETTERHEAD] ANNEX 5 - TRAINING COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT ALL INFORMATION CONTAINED IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETY TO ICO GLOBAL COMMUNICATIONS OR ANY OTHER MEMBER OF THE ICO GLOBAL COMMUNICATIONS GROUP AND INTENDED ONLY FOR THE ADDRESSEE TO WHOM THIS COPY IS ADDRESSED. THE RECIPIENT SHALL NEITHER COPY, DISTRIBUTE, DISCLOSE OR USE THE INFORMATION CONTAINED IN IT FOR ANY PURPOSE OTHER THAN FOR WHICH THIS DOCUMENT HAS BEEN MADE AVAILABLE NOR PERMIT ANYONE ELSE TO DO THE SAME. THE RECIPIENT SHALL BE HELD FULLY LIABLE FOR ANY WRONGFUL DISCLOSURE OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT BY HIM, OR HIS OFFICERS OR EMPLOYEES OR ANYONE ELSE TO WHOM HE MAKES THE INFORMATION AVAILABLE. DOCUMENT NO.: EN-IG-ICO-SW/000006 VERSION: 2.3 DATE: 26 FEBRUARY 1997 PREPARED ICO NEC AUTHOR: TITLE: VP ICONET TITLE: PM SIGNATURE: SIGNATURE: /s/ G.L. Titzer /s/ T. Furukawa 521 EN.IG-ICO-SW/000006 [ICO LOGO] Annex 5 - Training Issue: 2.2 26 February 1997 AMENDMENT RECORD REVISIONS DATE CN NO. REASON FOR CHANGE - --------- ---- ------ ----------------- 1.0 14/02/97 NEC Contract Issue 2.0 17/2/97 To incorporate final NEC comments. 2.1 19/2/97 Incorporate new para 1.4 2.2 26/2/97 Changes to table para 4.3 new para 4.5 2.3 26/2/97 Minor editorial changes 1 Confidential and Proprietary to ICO Global Communications 522 [COPY MISSING] 523 IGF PROJECT MASTER LEVEL SCHEDULE
ID TASK NAME START FINISH [GRAPH] - --- ---------------------------- --------- --------- 631 12 SAN & 2 NMC 22-05-00 11-08-00 632 633 TRAINING 28-02-97 28-02-97 634 Agree Detailed Training Plan 05-09-97 05-09-97 635 636 HAND OVER 11-08-00 11-08-00
PROJECT: 27 FEB ICO MLS VER 2.MPP [LEGEND] DATE: 27-02-97 DOC: 770019 VERSION 2A PAGE 31 REVISED ON THE 27th FEBRUARY, 1997 524 [COPY MISSING] 525 4.6.30.1 [ICO LOGO] IGF SUPPLY AGREEMENT CHANGE ORDER NO: 1 CONTRACT NO ICOO97 - 1016/GW DATE: 15TH OCTOBER 1997 In accordance with clause 9 of the Supply Agreement dated March 3rd 1997 between NEC Corporation and ICO Global Communications (Operations) Limited, the Agreement is hereby amended as follows: Amended Clauses as per the attached - ----------------------------------------------------------------------------------- Amended Schedules as per the attached - ----------------------------------------------------------------------------------- Amended Annexes as per the attached - ----------------------------------------------------------------------------------- Amended Price as per the attached - ----------------------------------------------------------------------------------- Other Amendments as per the attached - ----------------------------------------------------------------------------------- Reference Correspondence IUKC-161; IUKC-172; SA0200/WG7/19970630/GT; SA0204/WG7/19970702/GW - -----------------------------------------------------------------------------------
This Change Order No. 1 will now form part of the Supply Agreement dated March 3rd 1997 between the parties effective as from July 1st 1997 and shall be governed by and construed in accordance with the laws of England. Except for the changes set out above, this Change Order No. 1 makes no further amendments or modifications to the Agreement. - -------------------------------------------------------------------------------- Signed for and on behalf of Signed for and on behalf of ICO GLOBAL COMMUNICATIONS (OPERATIONS) LTD NEC CORPORATION /s/ [Signature Illegible] /s/ [Signature Illegible] - --------------------------------- --------------------------------- Supervising Officer Contractor's Authorised Representative 15-10-97 15/10/97 - ---------------- ---------------- Date Date 526 CHANGE ORDER NO. 1 TO THE SUPPLY AGREEMENT BETWEEN NEC CORPORATION AND ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED By this Change Order No. 1, effective July 1st 1997 ("Effective Date"), the Supply Agreement dated March 3, 1997, between NEC Corporation ("the Contractor") and ICO Global Communications (Operations) Limited ("ICO") (hereinafter referred to as the "Supply Agreement") is amended as set out below: BACKGROUND TO CHANGE ORDER NO. 1 A) Under the terms and conditions set forth in the Supply Agreement, ICO agreed to purchase from the Contractor certain equipment and services as are specified therein, and the Contractor and the other members of the NEC Team have agreed to provide the said equipment and services; B) ICO has agreed that the NEC Team shall carry out Works and produce Deliverables under Clause 9 of the Supply Agreement in accordance with the terms of the GPRS Proposal Version 4.1 (Amended) comprising Attachment 1 to this Change Order; C) The NEC Team acknowledge ICO's intention to solicit bids from third parties for a contract to supply to ICO with a GPRS system for use with the ICO System and that the Deliverables under this Change Order shall include the NEC Team bid for such a contract; D) ICO and the Contractor have agreed to amend the Supply Agreement to govern the terms of the Works and the Deliverables specified in Attachment l; In consideration of the foregoing and for other good and valuable consideration acknowledged by the Parties to have been given, it is agreed: 1. DEFINITIONS For the purposes of this Change Order the following words used herein or in the Supply Agreement shall have the following meanings: "Deliverables" shall mean those deliverables set out in Attachment 1. "Statement of Work" and "Works" shall mean Attachment 1 and the works described therein. "GPRS Schedule" shall mean Table 9.2 and figure 9.1 of Attachment 1. "Technical Deliverables" shall mean items 1,2,3,5 and 6 listed in Table 8.1 of Attachment 1. -1- 527 For the avoidance of doubt, references in the Supply Agreement to Top Level Milestone Schedule and Master Level Schedule shall not apply to this Change Order. 2. WORKS AND DELIVERABLES ICO hereby agrees to purchase and NEC Team agrees to supply the Deliverables and carry out the Works set out in Attachment 1 in accordance with the time scales set out in the GPRS Schedule at the prices set forth in Clause 5 of this Change Order. 3. APPLICATION OF SUPPLY AGREEMENT TERMS AND CONDITIONS 3.1 The following clauses of the Supply Agreement shall not apply to this Change Order 1: 4.1(a), 4.1(c) to (e) inclusive, 4.1(h), 4.2 to 4.5 inclusive, 4.7, 4.10, 5, 8 to 9 inclusive, 12.2 to 12.4 inclusive, 14, 15.1 to 15.4 inclusive, 16.2 to 16.3 inclusive, 16.6 to 16.18 inclusive, 17 to 19 inclusive. 22 to 23 inclusive, 25 to 29 inclusive, 31 to 38 inclusive, 40.2 to 40.11 inclusive, 40.13; 40.15 to 40.16 inclusive, 41.1 to 41.5 inclusive , 41.7 to 41.10 inclusive, 44 to 48 inclusive 51 to 52 inclusive, 54, 56, Schedule 6 to 12. 3.2 The following clauses of the Supply Agreement are amended for the purpose only of this Change Order and not further or otherwise. 4.1 (b) is amended to read: "it will design, develop, create, deliver and provide (as the case may be) all of the Deliverables so as to fulfil the objectives and the requirements of the Statement of Work" 4.1 (f) is amended to read: "the Disclosable Information (as defined in clause 9 of this Change Order) included within the Deliverables shall be provided so as (1) not to prevent any third party, possessing sufficient skill and care, from implementing a GPRS system for use with the ICO System, and (2) to have no adverse effects upon the IGFR requirements and, in particular, the end-to-end services described within section 4 of the IGFR; and that the Deliverables, if implemented by the NEC Team, will not give rise to or result in, adverse effects upon the IGFR requirements and, in particular, the end-to-end services described within section 4 of the IGFR." 4.1 (i) is amended to read: -2- 528 "the Deliverables shall be specified in such a way as to facilitate updates, additional functionalities or enhancements to them in the future." 4.1 (l) is amended to read: "it will provide and will ensure that its Sub-Contractors provide, a sufficient number of suitably skilled and appropriately experienced personnel to meet the objectives of this Change Order and to ensure that delivery of the Deliverables is completed in accordance with the GPRS Schedule;" 4.1 (n) is amended to read: "the equipment, software or other equipment which is or shall be specified in the Deliverables will be provided by the NEC Team at a reasonable cost and on reasonable terms." Clause 12.1 shall be amended to read: "without prejudice to ICO's other obligations under the Change Order, ICO shall provide the Contractor with such information, services and equipment as shall be specified in the Statement of Work. To the extent that ICO's failure in any material respect to comply with its obligations under this clause 12.1 shall adversely and directly affect the ability of the Contractor to comply with the GPRS Schedule, then to the extent the Contractor and the other members of the NEC Team can demonstrate the same to be required, the GPRS Schedule shall be adjusted in an equitable manner." Clause 40.1 shall be amended to read: "notwithstanding inspection, testing and acceptance by ICO of any of the works or the Deliverables or any other provision of this Change Order which purports to make acceptance by ICO conclusive, the Contractor guarantees throughout the period commencing with the date of acceptance of the Deliverables and ending 2 years later, that the contents of the documentation comprised within the Deliverables are correct and free from defects or faults (failing which clause 40.12 (a) shall apply.)" 4. LIMITATION OF LIABILITY In the event that any act or omission of ICO or any member of the NEC Team or any of their respective directors or employees or any of their respective subsidiaries or affiliated undertakings or by their respective consultants, sub-contractors, servants, representatives or agents causes or results in damage, loss or destruction to any -3- 529 property of the other or the other's staff or third parties and/or death or bodily injury to any member of the other's staff, then the party responsible shall indemnify, defend and hold the other harmless from and against all actions, costs, claims, demands, damages and liabilities, including reasonable legal fees and expenses, resulting therefrom. Notwithstanding the foregoing, each party's maximum liability to the other for damage or loss or destruction of property under this clause 4 shall be limited to US$ * . For the purpose, only, of determining any liability of any member of the NEC Team under this clause 4 it is agreed that any such liability shall contribute to the aggregate of the liability of the NEC Team under Clause 51.2 of the Supply Agreement dated 3rd March 1997. 5. PRICE AND PAYMENT 5.1 ICO will purchase the Deliverables hereunder for the firm fixed price of * . Payment will become due by ICO on the following basis (i) *% on the date of signature; (ii) *% on the date of acceptance of the Technical Deliverables due under this Change Order. 5.2 The NEC Team shall invoice ICO for such payments on the due dates and ICO shall pay such valid invoices submitted in the form specified in Schedule 4 of the Supply Agreement within 21 days of receipt. 6. ACCEPTANCE ICO shall have 28 days from the receipt of a Technical Deliverable in which to accept such Technical Deliverable. If ICO does not accept a Technical Deliverable it will indicate its non acceptance within 28 days of receipt and provide the Contractor with written reasons for its non acceptance, which shall be on the basis that in ICO's reasonable view, the Technical Deliverable fails to meet the requirements set out in Attachment 1. Should ICO fail to either accept or indicate its non acceptance of a Technical Deliverable within 28 days of its delivery, the Technical Deliverable will be deemed to be accepted by ICO. It is agreed and understood that this clause 6 shall not apply to Deliverables that are not Technical Deliverables. 7. DELIVERY All Deliverables shall be provided in accordance with Annex 6 of the Supply Agreement except that the number of hard copies to be provided shall be 10. All deliverables shall be delivered to: ICO Global Communications (Operations) Limited * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. -4- 530 c/o ICO Services Limited 1 Queen Caroline Street London W6 9BN England For the attention of: George Wiginton - Procurement Manager 8. FINANCING The Parties agree that the NEC Team has no obligation to provide vendor financing to ICO pursuant to this Change Order. 9. NON DISCLOSURE Notwithstanding the provisions of article 41.6 of the Supply Agreement, ICO will be permitted to disclose information comprised in certain of the Deliverables hereunder ("Disclosable Information") to third parties solely for the limited purpose of soliciting competitive bids for an ICO GPRS system, in the form of a Request for proposal ("RFP"). The information which ICO may and may not disclose to prospective third party bidders is set forth in Attachment 2 to this Change Order. ICO shall take reasonable steps to ensure that Disclosable Information is used by third party bidders only in connection with the preparation and submission of ICO GPRS system bids. ICO will disclose to the NEC Team any third party GPRS system RFP 7 days prior to distribution to third party bidders, redacted so as to conceal the identity of such bidders. Provided such GPRS system RFP contains only Disclosable Information, ICO will require no further NEC Team authorisation before circulating such RFP. 10. INTELLECTUAL PROPERTY RIGHTS 10.1 ICO and the Contractor acknowledge that: (a) NEC Team Intellectual Property is owned by the NEC Team member(s) generating such Intellectual Property Rights; (b) ICO Intellectual Property is owned by ICO. 10.2 The licence to ICO under NEC Team Intellectual Property Rights pursuant to this Change Order shall be as follows: 10.2.1 In the event that the NEC Team is awarded the contract to supply ICO with a GPRS system for use with the ICO System (regardless of which of NEC, Ericsson and Hughes assumes the position of prime contractor), the Contractor hereby grants and shall procure the grant by the other members of the NEC Team to ICO irrevocable world-wide non-exclusive paid-up licences (with right to sub-licence) to use NEC Team Intellectual Property incorporated by the NEC Team into the Deliverables -5- 531 delivered by the Contractor solely for the purposes of operating or having operated in accordance with the provisions of this Agreement the Deliverables in the ICO System. 10.2.2 In any event the NEC Team Licence under clauses 41.2 and 41.3 of the Supply Agreement is extended to cover use of deliverables under the Supply Agreement in conjunction with a GPRS system. 10.2.3 The Contractor hereby grants and shall procure the grant by the other NEC team members to ICO an irrevocable, worldwide, non-exclusive, paid-up license (with right to sub license) to use Disclosable Information solely for the purposes of implementing or having implemented, operating or having operated an ICO GPRS system with the ICO system. 10.3 ICO hereby grants to the Contractor and agrees to grant to each of the other members of the NEC Team irrevocable world-wide, non-exclusive licences with right to sub-licence to use the ICO Intellectual Property for the purposes of carrying out the Works and supplying the Deliverables to ICO. 10.4 The Contractor hereby undertakes that it will not and agrees to procure that the other members of the NEC Team will not either alone or acting together make available directly or indirectly for commercial use during the periods described in clause 10.5 below the Protected Features which are, - features which fulfil all the following criteria, being i) new and ii) developed by or at the direction of the members of the NEC Team under this Change Order and iii) are features in the system areas identified below as Key Features to any other operator of Satellite Based Communications Systems without the express written consent of ICO. KEY FEATURES 1) Changes to published protocols or interfaces such as GSM Gb interface. 2) Multi SAN paging 3) Paging escalation 4) X,Y co-ordinates and accuracy parameter storage 5) SAN ID and service area/service region parameters usage for ICO GPRS -6- 532 6) Location update in ready and standby state 7) Selecting the nearby SGSN 8) SBS channel Manager selection 9) Frame relay switch concept for connectivity SBS - SGSN located in different SANs 10) Procedures and algorithms to implement reliable handovers through a combination of use of signal level measurement reports, IT position measurements and spot beam co-ordinate broadcast for satellite spot beam selection together with supporting Air Interface protocols. 11) Protocols and algorithms to implement reliable timing and frequency synchronisation at the UT and SBS for the purposes of minimising unnecessary transmissions using the Air Interface. 12) Protocols and algorithms to implement a reliable power control mechanism in order to minimise the power required for UT and SBS and to provide the optimum communication link. 13) Procedures to provide efficient power and frequency planning for the ICO-GPRS system. 14) Modifications to the GSM GPRS Mobility Management (MM) and Radio Resources (RR) state diagram for use for ICO-GPRS. 15) Protocols and algorithms to implement an efficient and accurate position determination system (note: this design will be different from the CS case) 10.5 The restrictions set out in paragraph 10.4 above shall apply for a period commencing from the effective date of this Change Order and expiring on the earlier of: 10.5.1 should ICO and the NEC team enter a contract for the supply of GPRS services on the ICO System, the date specified in such agreement; or 10.5.2 6th March 1998; or on any such other date as the parties may agree. 10.6 Nothing shall restrict the members of the NEC Team either alone or acting together from making available directly or indirectly for commercial use at any time by any person features which are the same as or substantially similar to the Protected Features where such features are the result of work done independently of the work done under this Change Order or from exploiting NEC Team Intellectual Property -7- 533 generated prior to the date of this Agreement and without otherwise breaching the terms of this Change Order or any offer agreement between ICO and the NEC Team or any of them, or otherwise infringing ICO's legal rights. 10.7 For the avoidance of doubt the fact that work done independently of the work done under this Change Order results in a notification under clause 9.4 of the Supply Agreement to ICO and a related change under clause 9 of the Supply Agreement does not bring such work within the scope of the restrictions on making available directly or indirectly for commercial use features which are new and developed by or at the direction of the members of the NEC Team under this Change Order set out in clause 10.4. 10.8 For the avoidance of doubt the parties hereby agree that the provisions of clause 8 of the IPC continue to apply to Intellectual Property Rights comprised in the deliverables supplied under the IPC or reduced into practice in the work done under the IPC and that notwithstanding any of the provisions of clause 8 of the IPC the provisions of this clause shall apply to all work done pursuant to this Agreement in the development and supply of the Deliverables. 10.9 For the avoidance of doubt, none of the restrictions in clause 10.4 above shall apply to the development, manufacture, use or sale of features developed by the NEC Team outside the scope of the Supply Agreement, this Agreement or any other agreement or contract between ICO and the NEC Team and any member thereof without breaching the terms of the above agreements or otherwise infringing ICO's legal rights. 11. RATIFICATION OF IC SUPPLY AGREEMENT 11.1 Except as provided for herein, the terms and conditions of the Supply Agreement shall continue in full force and effect. 11.2 This Change Order sets forth the entire agreement between the Parties as to the subject matter hereof and supersedes all prior discussions between them, and neither of the Parties shall be bound by any conditions, definitions, warranties, understandings, or representations with respect to such subject matter other than as expressly provided herein. 11.3 In the event of a conflict between the terms of this Change Order and the terms of the Supply Agreement, the terms of this Change Order shall prevail. 12. NEC TEAM OPTION TO MATCH OTHER BIDS In the event that ICO wishes to have the Works and Deliverables committed into practice, then the NEC Team (regardless of which of NEC, Ericsson and Hughes assumes the position of prime contractor) shall be afforded the opportunity to match -8- 534 and other bona fide bid of functionality and price and, if so doing, will be offered the contract for this work on the basis of an NEC Team bid on equivalent terms. -9- 535 CHANGE ORDER NO. 1 ATTACHMENT 1 PROPOSAL FOR ICO GPRS REQUIREMENTS SPECIFICATION DEVELOPMENT CONTRACT 536 [ICO LOGO] [NEC LOGO] [ERICSSON LOGO] [HUGHES LOGO] HNS-11181 PROPOSAL FOR ICO GPRS REQUIREMENTS SPECIFICATION DEVELOPMENT CONTRACT Revision 4.1 (Revised) JUNE 26, 1997 537 PROPRIETARY NOTICE "These materials contain technical and Business Confidential Information of the NEC Team and/or its members, NEC Corporation, Ericsson, and Hughes Network Systems, and are subject to all applicable confidentiality and nondisclosure restrictions in place between ICO and the NEC Team and its member companies. These materials are being provided to ICO Global Communications solely for the purpose of ICO's evaluation of this proposal and may not be otherwise used, copied, distributed or transferred by ICO without the express written permission of the owner(s) of the Confidential Information. The title, ownership rights, and all intellectual property rights in these materials remains in the NEC Team and/or its member companies." ii 538 TABLE OF CONTENTS
SECTION PAGE - -------------------------------------------------------------------------- 1.0 INTRODUCTION......................................................... 1-1 1.1 PURPOSE AND SCOPE.................................................... 1-1 1.2 OVERVIEW............................................................. 1-1 1.3 APPLICABLE DOCUMENTS................................................. 1-2 1.4 LIST OF ABBREVIATIONS................................................ 1-2 2.0 ARCHITECTURAL OVERVIEW............................................... 2-1 3.0 REQUIREMENTS SPECIFICATION DEVELOPMENT............................... 3-1 3.1 PROPOSED REQUIREMENT DOCUMENT OUTLINE................................ 3-2 3.2 ARCHITECTURAL OVERVIEW............................................... 3-2 3.3 SERVICE REQUIREMENTS................................................. 3-2 3.4 AIR INTERFACE REQUIREMENTS........................................... 3-2 3.5 ADMINISTRATION AND SUPPORT SERVICES.................................. 3-3 3.6 ICO GPRS SBS REQUIREMENTS............................................ 3-3 3.7 ICO GPRS SWITCHING REQUIREMENTS...................................... 3-4 3.8 RFT/IDS REQUIREMENTS................................................. 3-4 3.9 UDT REQUIREMENTS..................................................... 3-4 3.9.1 UDT PROTOTYPE REQUIREMENTS.......................................... 3-5 3.9.2 COMMERCIAL UDT REQUIREMENTS......................................... 3-5 3.10 NETWORK MANAGEMENT SYSTEM REQUIREMENTS............................... 3-6 3.11 SATELLITE RESOURCE MANAGEMENT CENTER REQUIREMENTS.................... 3-6 3.12 DCN REQUIREMENTS..................................................... 3-6 3.13 PERFORMANCE REQUIREMENTS............................................. 3-6 3.14 ICO GPRS CAPACITY REQUIREMENTS....................................... 3-6 4.0 ICO GPRS AIR INTERFACE CHANGE REQUEST PACKAGE........................ 4-1 5.0 STATEMENT OF WORK.................................................... 5-1 5.1 PROPOSED OUTLINE FOR STATEMENT OF WORK............................... 5-1 5.2 STATEMENT OF WORK CONTENTS........................................... 5-1 5.3 APPLICABLE DOCUMENTS................................................. 5-2 5.4 CONTRACTOR DELIVERABLES.............................................. 5-2 5.5 ICO DELIVERABLES TO CONTRACTOR....................................... 5-2 5.6 INSTALLATION SITE CONDITIONS......................................... 5-2 5.7 PROGRAM MANAGEMENT AND IMPLEMENTATION................................ 5-2 5.8 TRAINING............................................................. 5-3 5.9 DOCUMENTATION........................................................ 5-3 5.10 SITE WORKING ARRANGEMENT............................................. 5-3 5.11 ICO GPRS TEST PLANS.................................................. 5-3 5.12 ICO GPRS END-TO-END DATA TRANSFER DEMONSTRATION...................... 5-3 5.13 ICO GPRS INTEGRATION TEST............................................ 5-3 5.14 ICO GPRS ACCEPTANCE CRITERIA......................................... 5-3 5.15 OPTIONS.............................................................. 5-4 6.0 MARKET PLANNING FOR ICO GPRS......................................... 6-1 6.1 GENERAL.............................................................. 6-1 6.1.1 OBJECTIVES.......................................................... 6-1 6.2 SCOPE................................................................ 6-1 6.2.1 DETAILED BUSINESS CASE RESULTS...................................... 6-2 6.2.2 CUSTOMER PROPOSITION................................................ 6-2 6.2.3 DISTRIBUTION COST................................................... 6-3 6.3 OTHERS............................................................... 6-3
iii 539 7.0 PRICE PROPOSAL............................................... 7-1 8.0 DELIVERABLES................................................. 8-1 9.0 SCHEDULE..................................................... 9-1 10.0 ORGANIZATION AND PERSONNEL..................................10-1 10.1 ERICSSON PERSONNEL..........................................10-1 10.1.1 TECHNICAL TEAM............................................10-1 10.1.2 MARKETING TEAM............................................10-2 10.2 HNS PERSONNEL...............................................10-2 APPENDIX A DRAFT REQUIREMENTS SPECIFICATION...................... A-1
iv 540 LIST OF FIGURES
FIGURE PAGE - ------ ---- FIGURE 2-1. ICO GPRS ARCHITECTURE ............................ 2-3 FIGURE 2-2. ICO GPRS TRANSMISSION PATH PROTOCOL STACK......... 2-3 FIGURE 9-1. APPLICABLE SCHEDULE FOR A 1 JULY 1997 START....... 9-3 FIGURE 10-1. PROJECT ORGANIZATION..............................10-1
v 541 LIST OF TABLES
TABLE PAGE - ----- ---- Table 3-1. Specific ICO GPRS Requirements Specification Outline ............. 3-1 Table 5-1. Statement of Work Outline......................................... 5-1 Table 8-1. List of Deliverables to ICO by the Contractor..................... 8-1 Table 9-1. ICO GPRS Requirements Specification Contract Schedule*............ 9-1 Table 9-2. ICO GPRS Requirements Specification Contract Schedule with 1 July Letter of Intent.......................................... 9-1
542 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 1.0 INTRODUCTION 1.1 PURPOSE AND SCOPE This proposal defines the effort required to develop the ICO GPRS (general packet radio service) Requirements Specification and the contractual framework for ICO and the contractor to sign an agreement for the delivery of an ICO GPRS system. With the mutual agreement of ICO and the contractor, an ICO GPRS supply contract could be agreed at the interim point of this requirements contract and the completion of the requirements contract would be included in the ICO GPRS main supply contract. The NEC Team is uniquely qualified to undertake this requirements study and the later supply contract for the ICO GPRS system. The NEC Team members have extensive experience with all aspects of the technology required for a successful ICO GPRS system: satellite communications, packet switching, GPRS, and the details of the ICO circuit system. The functions of the ICO Circuit System are defined by Reference 1. An early start will allow for the simultaneous production and installation of the equipment with the ICO circuit system, which will result in a substantial savings to ICO. 1.2 OVERVIEW This document is structured as follows: - Chapter 2.0 Architectural Overview, provides a description of the baseline model for the ICO GPRS system. This baseline will be the starting point for the studies required to determine the ICO GPRS requirements. - Chapter 3.0 Requirements Specification Development, describes the background effort to be performed to develop sound, implementable ICO-specific requirements for the ICO GPRS system. - In Chapter 4.0 the definition of the ICO GPRS Air Interface Change Request package is provided. - Chapter 5.0 defines the content for the Statement of Work to be provided for the ICO GPRS main supply contract. - Chapter 6.0 describes the development of the marketing and business case for ICO GPRS. - Chapter 7.0 defines the outline for how the pricing will be presented for the ICO GPRS main supply contract. - Chapter 8.0, Deliverables, provides a list of the documents deliverable under this contract. - Chapter 9.0, Schedule, defines a delivery schedule for the various meetings and deliverables. - Chapter 10.0 provides the organization of the ICO GPRS requirements development team. - Appendix A attaches a draft requirements specification for ICO GPRS that was developed during preliminary work done by the contractor and ICO Staff, which is attached for reference only. 1-1 543 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 1.3 APPLICABLE DOCUMENTS 1. ICO IGF Supply Agreement Version 25,17 February 1997 (Circuit System) 1.4 LIST OF ABBREVIATIONS ADC administrative data center AuC authentication center BSSGP base station subsystem GPRS protocol CCCH common control channel ChM channel manager ChU channel unit CUB channel unit block DCN data communication network EIRP effective isotropic radiated power ETSI European Telecommunications Standards Institute FR frame relay Gb' Gb prime, interface between SBS and SGSN GGSN GPRS gateway support node GPRS general packet radio service GSM global system for mobile GSN GPRS support node GTP GPRS tunnel protocol HLR home location register IDS IF distribution system IF intermediate frequency IP Internet protocol LLC logical link control NEM network element manager LSRMS local satellite resource management subsystem MAC media access control MSSC mobile satellite switching center NMC network management center OMC operations and maintenance console OSS operations subsystem PDN public data network PLMN public land mobile network RACH random access channel RFT radio frequency terminal RLC radio link control SACCH slow associated control channel SAN satellite access node SAN OSS operations console per SAN site SBS satellite base station SBS OMC satellite base station operations and maintenance console SGSN serving GPRS support node SMS short message service SNDCP subnetwork dependent convergence protocol SNMP simple network management protocol SOW statement of work
1-2 544 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) UDT user data terminal UT user terminal VLR visitor location register
1-3 545 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 2.0 ARCHITECTURAL OVERVIEW This chapter provides architectural baseline for the ICO GPRS Requirements Specification Development Contract. The ICO GPRS service using the ICO satellites provides connectionless packet data services based on the GPRS standards. The ICO GPRS system appears to other GPRS networks as a GPRS providing the same services as the standard GSM GPRS service. The ICO GPRS system provides interworking and roaming with standard GPRS systems. The current ICO ground facilities provide services that, in this document (and in recent versions of global system for mobile (GSM) standards), are called circuit switched services. It represents services such as voice, modem/fax calls, and short message service (SMS) that are provided by the ICO circuit switched system. The ICO GPRS functionality will be provided by the ICO GPRS system. This system involves some new nodes and units as well as new functions in the existing ICO nodes and units. FIGURE 2-1 provides an architectural overview of the ICO GPRS system integrated with the ICO circuit system. The ICO GPRS system shall be based on the European Telecommunications Standards Institute (ETSI) GPRS standard with necessary modifications needed for the ICO network. The modifications are primarily concerning the air interface and the Gb interface. The new nodes/units are: 1. Serving GPRS support node (SGSN) - the node that is serving the user terminal (UT). The SGSN manages the mobility management context with the UT and provides functions such as ciphering and data compression across the air interface. 2. Gateway GPRS support node (GGSN) - the node functioning as a gateway toward external non-GPRS networks. The GGSN performs routing and tunneling of data packets toward the UT's current point of presence. 3. Network element manager (NEM) - the node that is managing the operation and maintenance for the GSN nodes. NEM is an HP OpenView based product that can cooperate with TMOS. The interface between GSN and NEM is simple network management protocol (SNMP) based. An SNMP interface is provided between the SGSN and the GGSN to the satellite access node (SAN) operations subsystem (OSS) for alarm handling. 4. ICO GPRS channel manager - Provides the physical, media access control (MAC), and radio link control (RLC) levels of the protocol. It also has the interface to the SGSN. S. ICO GPRS channel unit - The channel unit is the satellite modem for the ICO GPRS system. 6. In addition to these new nodes/units, the existing nodes: mobile satellite switching center/visitor location register (MSSC/VLR), home location register (HLR), authentication center (AuC), local satellite resource management subsystem (LSRMS), SBS OMC, SAN OSS, and network management center (NMC) will be upgraded with functions related to the ICO GPRS service. 2-1 546 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) The new interfaces are: 1. ICO GPRS air interface. 2. Gb'(Gb prime) - the interface between an SGSN and a SBS channel manager. 3. Gi - the interface between a GGSN and an external data network. 4. Gn - the interface between two GPRS support nodes (GSNs) in the ICO network. 5. Gp - the interface between a GSN in the ICO network and a GSN of an external GPRS network. 6. Gr - the interface between an SGSN and an HLR. 7. Gs - the interface between an SGSN and an MSSC/VLR. 8. The interface between a GSN and an administrative data center (ADC). 9. The interface between GSNs and the SAN OSS. FIGURE 2-2 shows the ICO GPRS protocol stack for the data transmission path with the following protocols: 1. GPRS tunnel protocol (GTP) tunnels user data and signaling between GSNs in the GPRS backbone network. 2. Internet protocol (IP) is the network protocol of the GPRS backbone used for routing user data and control signaling. The GPRS backbone network shall be based on the IP version 4 protocol. 3. Subnetwork dependent convergence protocol (SNDCP) maps network-level characteristics onto the characteristics of the underlying network. 4. Logical link control (LLC) provides a highly reliable logical link. LLC supports mobility management and is independent of the underlying radio interface protocols. 5. Base station subsystem GPRS protocol (BSSGP): This layer conveys routing- and QoS-related information between SBS and the SGSN. 6. Frame relay carries LLC frames (multiplexed from several LLC connections to one frame relay (FR) connection between an SBS channel manager and an SGSN).The frame relay connection between the SBS and SGSN may be multihop and may traverse a network of frame relay switching nodes. 7. ICO radio link control (ICO RLC) provides a reliable radio link; this is an ICO unique protocol. 8. ICO medium access control (ICO MAC) controls the access signaling (request and grant) procedures for the radio channel; this is an ICO unique protocol. 2-2 547 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) [FLOW CHART] FIGURE 2-1. ICO GPRS ARCHITECTURE [FLOW CHART] FIGURE 2-2. ICO GPRS TRANSMISSION PATH PROTOCOL STACK 2-3 548 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 3.0 REQUIREMENTS SPECIFICATION DEVELOPMENT 3.1 PROPOSED REQUIREMENT DOCUMENT OUTLINE TABLE 3-1 shows the outline for the requirements specification to be developed. In order to develop an accurate and implementable requirements specification, additional simulations and other studies as defined below will be required. TABLE 3-1. SPECIFIC ICS GPRS REQUIREMENTS SPECIFICATION OUTLINE 1.0 General 1.1 Purpose and Scope 1.2 Document Overview 1.3 Related Documents 1.4 Notation Conventions 2.0 Definitions and Acronyms 3.0 Architectural Overview 3.1 Overview (Diagram) 3.2 Description (Functionality) of Network Elements 3.3 Interfaces Between Elements 3.4 External Interfaces 4.0 Service Requirements 5.0 Air Interface Requirements 5.1 Overview 5.2 Modulation, Coding, and Range of Data Rates. Forward and Return 5.3 Forward Path to Spot Beams 5.3.1 Control Functions 5.3.2 Traffic 5.4 Return Path to Spot Beams 5.4.1 Control Functions 5.4.2 Traffic 6.0 Administration and Support Services 6.1 Charging including interfaces 6.2 Provisioning including interfaces 7.0 SBS Requirements 7.1 Equipment Requirements 7.2 Internal Interface Requirements (requirement impacts on other SBS components) 8.0 GPRS Switching Requirements 8.1 SBSN Node 8.2 GGSN Node 8.3 O&M System for the GSN Nodes 8.4 Network Element Manager 8.5 Interfaces 8.6 Charging Records 9.0 RFT/IDS Requirements 10.0 User Data Terminal Requirements 10.1 UDT Prototype 10.1.1 Architectural Requirements 10.1.2 User Interface Requirements 10.1.3 Air Interface Requirements 10.1.3.1 Asymmetric Interface 10.1.3.2 Simultaneous Transmit and Receive Using Diplexers 10.1.3.3 Protocols 3-1 549 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) Table 3-1. SPECIFIC ICO GPRS REQUIREMENTS SPECIFICATION OUTLINE (CONT.) 10.1.4 Integrated Test Feature Requirements 10.1.5 Schedule Requirements 10.1.6 Target Price Requirement 10.2 UDT Commercial Terminal 10.2.1 Terminal Types 10.2.2 User Interface and protocols 10.2.3 User features 10.2.4 Physical Requirements 10.2.5 Schedule Requirements 10.2.6 Target Price Requirement 11.0 Network Management System Requirements 11.1 SAN OSS 11.2 Network Management Center 12.0 Satellite Resource Management Center Requirements 12.1 Power Management 12.2 Frequency and Timeslot Management 13.0 DCN Requirements 13.1 Interface 13.2 Capacity 14.0 Performance Requirements 14.1 Air Interface 14.2 SBS Delay Requirements 14.3 GPRS Infrastructure Requirements 14.3.1 QoS Support 14.4.3 Delay 15.0 ICO GPRS Capacity Requirements 3.2 ARCHITECTURAL OVERVIEW The Architectural Overview of the requirements specification will provide a base architectural model of the ICO GPRS system as a reference. This section will describe functions of each of the components in the ICO GPRS system and provide a summary description of the major internal interfaces and all external interfaces. 3.3 SERVICE REQUIREMENTS The Service Requirements subsection will define the differences in services between a standard GPRS system and the ICO GPRS system. The ICO GPRS service requirements will be captured in a separate document similar in structure and based on the ETSI specification GSM 02.60. 3.4 AIR INTERFACE REQUIREMENTS The Air Interface Requirements subsection defines the effort to develop the requirements for the air interface of the ICO GPRS system with specific orientation to determining the impacts that ICO GPRS will have on the air interface of the ICO circuit system. Change requests will be developed and submitted to ICO to initiate required changes in the circuit system air interface that are required to support ICO 3-2 550 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) GPRS. These change requests will be provided as a separate deliverable. See Chapter 4 for the description of the ICO GPRS Change Request Package. In support of the requirements development, three areas have been identified where analysis and simulation is needed to finalize the requirements definition: - Modulation, coding, and range of data rates - Evaluation of timing and frequency synchronization - Control channel loading In the modulation and coding area, studies and simulations are underway using a modeling tool and other simulations to evaluate the performance of ICO's voice system. The packet data requirements study will compare a limited set of modulation/coding formats that require an extension of these ongoing activities. These activities will use either the modeling tool or modifications of existing simulation models. The range of data rates from 2.4 kbps to 64 kbps will be evaluated. The time and frequency synchronization maintenance of the packet data terminals in the ICO environment when these terminals sometimes receive only sporadic transmissions (i.e., every 10-20 seconds) for synchronization maintenance will be studied. The contractor believes that existing simulation models used to study the voice system can be augmented, for example, by adding models of UT reference oscillator drift, to address this area. Timing and frequency synchronization is a key area where analysis and simulation is needed to evaluate a potential problem area that is unique to the packet data application. Finally, analysis and simulation are needed to evaluate the air-interface impacts of the packet data service on the ICO circuit system. Specifically, this area will focus upon the common channel signaling that is expected to be shared with the ICO circuit system. An analysis will be done to determine the expansion actions to be taken as the traffic load increases: An increased number of common channels or dedicated signaling channels for data. These control channel loads are needed to support registration, synchronization, resource allocation, handover (reregistration), and synchronization for the packet data service. The analysis of the above items will include a tradeoff among the following parameters: - ICO GPRS SBS hardware commonality with the ICO circuit system SBS hardware - System complexity - Possible improvements in link margins - Schedule impacts The contractor will monitor the progress of the GPRS standards and submit change requests for the air interface if required, using the standard change notice procedure that has been defined for the ICO circuit system. These change requests are subject to the terms defined in Chapter 4. 3.5 ADMINISTRATION AND SUPPORT SERVICES The Administration and Support Services Subsection will define the requirements for charging and the interface to the ADC. In addition, requirements will be specified for the provisioning interface. 3.6 ICO GPRS SBS REQUIREMENTS The ICO GPRS SBS Requirements subsection will address two sets of requirements related to the SBS equipment: 3-3 551 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) - The requirements for the traffic carrying equipment of the ICO GPRS SBS - The requirement impacts on other components in the current ICO circuit system due to the installation of the ICO GPRS equipment The contractor proposes, as a baseline, a particular complement of channel units and channel unit managers (four channel unit blocks (CUBs) and one channel manager (ChM)) that is configured to serve the packet data application. The capacity of this configuration needs to be evaluated by analysis and simulation. A packet data source model will be developed using peak-to-average activity ratios and statistics on session duration. These models can be used to estimate the traffic handling capacity of the baseline SBS hardware configuration. The contractor believes that elements of the existing traffic simulation model and voice system queuing model can be modified to address this particular area. The requirements impacts on the LSRMS, SBS OMC, and the circuit ChM are also specified. 3.7 ICO GPRS SWITCHING REQUIREMENTS The ICO GPRS Switching Requirements subsection will define the requirements for the GPRS switching infrastructure, which includes: - SGSN node - GGSN node - Operations and maintenance (O&M) system for the GSN nodes - Charging records - Interfaces The proposed network architecture will be evaluated in detail to find the best possible solution corresponding to services required, including the new GSN nodes and the interaction with SBS as well as with existing nodes, HLR, and MS SC/VLR. Also, the interface toward the external packet data networks and the internal backbone will be specified. Other functions that might be specific to lCO will be studied, such as charging requirements. Traffic handling capacity requirements for the packet switching nodes (GSN) will be estimated based on a traffic model. 3.8 RFT/IDS REQUIREMENTS The requirements on the radio frequency terminal (RFT) and the integrated directory service (IDS) will be specified. NOTE: No additional requirements are expected to be imposed on the RFT as long as the design constraints of the RFT are not exceeded. 3.9 UDT REQUIREMENTS The contractor will address requirements for two UDTs: - A prototype 3-4 552 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) - A commercial terminal 3.9.1 UDT PROTOTYPE REQUIREMENTS The UDT Prototype Requirements subsection will describe the requirements for a prototype terminal that will be used for the test and validation of the lCO GPRS system. - Simultaneous transmit and receive using diplexers - Asymmetric channels - Other protocol requirements - Hardware architectures for intermediate frequency (IF) and radio frequency (RF) sections for simultaneous multifrequency transmit and receive operation - Efficient baseband implementation - Layer II design considerations - Layer III design considerations - Physical size and weight - Power requirements - Other environmental requirements - Transportability requirements - User interface requirements - Built-in test and monitoring requirements - Development schedule - Target price 3.9.2 COMMERCIAL UDT REQUIREMENTS The Commercial UDT Requirements subsection will define the following requirements for a handheld commercial ICO GPRS UDT: - Terminal types to be supported - Class A, B, and C. - User interface and protocol stacks - what are the requirements for the UDT and the requirements for its companion PC or user device? - User Features - which of the GPRS standard functions will be required and which will be optional. The available data rates will be defined for the terminal. - Physical Requirements - defines the size and power requirements. - Target Price Requirements - specifies the sell price of the terminal. 3-5 553 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 3.10 NETWORK MANAGEMENT SYSTEM REQUIREMENTS The Network Management System Requirements subsection will specify the requirements on the SAN OSS and the Network Management Center (NMC) to support the ICO GPRS system. 3.11 SATELLITE RESOURCE MANAGEMENT CENTER REQUIREMENTS The Satellite Resource Management Center Requirements subsection will specify the requirements on the SRMC to support the ICO GPRS system. 3.12 DCN REQUIREMENTS The DCN Requirements subsection will specify the requirements on the data communication network (DCN) in terms of capacity and types of interfaces. 3.13 PERFORMANCE REQUIREMENTS The Performance Requirements subsection will specify the performance requirements of the ICO GPRS system, which includes the following: - Air interface - Delay requirements - Quality of service 3.14 ICO GPRS CAPACITY REQUIREMENTS The ICO GPRS Capacity Requirements subsection will specify the requirements for the end-to-end capacity of the ICO GPRS SBS and ICO GPRS switching components. This subsection will also identify options for the start up of the ICO GPRS service such that the GPRS switching equipment (SGSNs and GGSNs) are not required at every site. 3-6 554 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 4.0 ICO GPRS AIR INTERFACE CHANGE REQUEST PACKAGE This study contract shall include the following: - The delivery of the Air Interface Change Requests that must go into Version 4 of the ICO Circuit System Air Interface to support ICO GPRS. These are the changes that affect the common portions of the ICO GPRS and ICO Circuit System Air Interfaces such that the ICO Circuit System Air Interface will not have to change (i.e., ICO Circuit System UTs are not impacted) when ICO GPRS is implemented as part of a future ICO GPRS supply contract. - The ICO circuit system will be designed to ignore (not process) the additional fields and values within fields that will be inserted to support ICO GPRS in the common ICO GPRS and ICO Circuit System Air Interface. These additional fields and values will not cause a processing exception (program failure) to occur in the ICO circuit system defined by Reference 1. With the exception of what is described in the previous two sentences, the implementation of air interface changes are not included in this study contract. The implementation of those parts of the air interface that are ICO GPRS-specific and have no impact on the ICO circuit system defined by Reference 1 are not included in this study. Change requests for ICO GPRS will be processed using the same procedures as defined for the ICO circuit system. 4-1 555 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 5.0 STATEMENT OF WORK 5.1 PROPOSED OUTLINE FOR STATEMENT OF WORK TABLE 5-1 contains the outline for the Statement of Work for the ICO GPRS system main supply contract. TABLE 5-1. STATEMENT OF WORK OUTLINE 1.0 Introduction 2.0 Statement of Work Contents 3.0 Applicable Documents 4.0 Scope of Work 5.0 Contractor Deliverables to ICO 6.0 ICO Deliverables to Contractor 7.0 Installation Site Conditions 8.0 Program Management and Implementation 9.0 Training 10.0 Documentation 11.0 Site Working Arrangement 12.0 ICO GPRS Test Plans 13.0 End-to-End Data Transfer Demonstration 14.0 ICO GPRS Integration 15.0 ICO GPRS Acceptance Criteria 16.0 ICO GPRS System Support 17.0 Options 17.1 ICO GPRS Air Interface Validation 17.2 ICO GPRS Channel Manager Loopback Load Tester 17.3 ICO GPRS UT Simulator 17.4 ICO GPRS System Simulator Annex 1 Contractor Deliverables Annex 2 ICO Services and Equipment Annex 3 Installation Site Conditions Annex 4 Program Management, Implementation, and Schedules Annex 5 Training Annex 6 Documentation Annex 7 Site Working Arrangements Annex 8 A ICO GPRS Test Plan Annex 8 B ICO GPRS End-to-End Data Transfer Demonstration Annex 9 ICO GPRS Integration Annex 10 ICO GPRS Acceptance Criteria Annex 11 ICO GPRS Air Interface Signaling Protocol Validation (Option) Annex 12 Channel Manager Loopback Load Tester (Option) Annex 13 ICO GPRS UT Simulator (Option) Annex 14 ICO GPRS System Simulator (Option) 5.2 STATEMENT OF WORK CONTENTS This subsection provides an overview of what is contained in the ICO GPRS Statement of Work. 5-1 556 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 5.3 APPLICABLE DOCUMENTS The Applicable Documents subsection provides a summary of the scope of effort to be performed under the ICO GPRS main supply contract. 5.4 CONTRACTOR DELIVERABLES The Contractor Deliverables subsection will contain the list of deliverables to be provided to ICO by the contractor under the ICO GPRS main supply contract. These deliverables will be listed in Annex 1 of the Statement of Work. 5.5 ICO DELIVERABLES TO CONTRACTOR The ICO Deliverables to the Contractor subsection provides the list of information and other deliverables that the contractor will require from ICO, which includes the dates the deliverable is required. These deliverables will be listed in Annex 2 of the Statement of Work. 5.6 INSTALLATION SITE CONDITIONS The Installation Site Conditions subsection specifies the physical requirements for the sites for the proper installation of the equipment. The details will be provided in Annex 3 of the Statement of Work. 5.7 PROGRAM MANAGEMENT AND IMPLEMENTATION The Program Management and Implementation subsection will include the program management process for the ICO GPRS system. This section will be defined in Annex 4 of the Statement of Work and will include: - Program organization - Reporting mechanism - Documentation control - Schedule, which includes the relationship to the ICO circuit system. Two schedules will be presented with the following delivery dates: - Simultaneous installation with the ICO circuit system - Installation one year later than the ICO circuit system The schedule will show the critical path items in the schedules to reach the target dates. Critical path items include the following: - Key design and installation dates for the ICO GPRS system - Key dates with respect to the freezing of the ICO Circuit System Air Interface ICD - Key dates where information or actions from ICO are required 5-2 557 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) The price proposals for the ICO GPRS Main Supply Contract will provide an optional additional price for the installation that occurs 1 year later. ICO may change the l-year time delay from the installation of the ICO circuit system to the installation of the ICO GPRS system. ICO must provide the time delay to the contractor for purposes of the price proposal by the Interim Review. 5.8 TRAINING The Training subsection defines the training courses that will be defined in Annex 5 of the Statement of Work. 5.9 DOCUMENTATION The Documentation subsection defines the documentation to be delivered in the main supply contract. The details will be defined in Annex 6. 5.10 SITE WORKING ARRANGEMENT The site working arrangements will be set out in Annex 7. 5.11 ICO GPRS TEST PLANS Annex 8A will describe the test plan to be developed by the contractor to demonstrate and verify the functionality of the ICO GPRS system. 5.12 ICO GPRS END-TO-END DATA TRANSFER DEMONSTRATION Annex 8B will define the demonstration for an end-to-end data transfer demonstration over the satellite. 5.13 ICO GPRS INTEGRATION TEST Annex 9 will define the effort for integrating the ICO GPRS system with: - Internal ICO GPRS elements - The ICO circuit system - External equipment such as the ADC 5.14 ICO GPRS ACCEPTANCE CRITERIA The acceptance criteria for the ICO GPRS system will be defined in Annex 10. 5-3 558 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 5.15 OPTIONS A statement of work will be provided for each of the following options: - Spars - ICO GPRS Air Interface Validation (Annex 11) - ICO GPRS Channel Manager Loopback Load Tester (Annex 12) - ICO GPRS UT Simulator (Annex 13) - ICO GPRS System Simulator (Annex 14) 5-4 559 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 6.0 MARKET PLANNING FOR ICO GPRS 6.1 GENERAL The NEC Team will provide applicable analysis and information based upon the GSM GPRS. Currently it is not anticipated that an ICO-specific business plan will be produced as a result of this exercise. 6.1.1 OBJECTIVES The objectives for this study contract are: - To develop a model customer proposition to include costs and details of how the end product will look and feel to the consumer - A distribution model based upon Ericsson's experience with entry into new markets, addressing both horizontal and vertical dimensions - To provide predefined information to enable ICO to produce a specific business case for entry into the GPRS market - To assist in quantifying the cost of GPRS UTs to ICO 6.2 SCOPE The proposal is to utilize Ericsson's proven business methodology in establishing entry into new marketplaces. The Ericsson model structure proposed to be used for this work is shown below: - Scope definition - Service description - Market analysis - Pricing - Revenue estimation - Cost estimation - Cost/benefit analysis - Conclusions and results Data sources to be used: - ICO business development information (information relevant to ICO GPRS and that ICO is willing to reveal to Ericsson) - Ericsson strategic information (information relevant for ICO GPRS and that Ericsson is willing to reveal) - End-user study information - Other applicable internal information sources - External sources 6-1 560 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 6.2.1 DETAILED BUSINESS CASE RESULTS A) The study will cover a global marketplace of GSM-based GPRS in the time period of 1999-2002, which will include: - Number of GPRS operators - Number of GPRS end-users - Typically important GPRS applications In addition, a presentation of a typical GSM operator on the European market, for one horizontal and one vertical application, will be made, which will include raw data such as: - Traffic volumes - Penetration figures - Tariffs - End-user segmentation The GSM operator will be agreed upon at the kickoff meeting. B) Proposed horizontal application: Intranet Web and standard office package. C) Proposed vertical application: One telemetry application (vending machines). D) A spreadsheet and text report that covers each of a, b and c above shall be provided as a deliverable for this section. 6.2.2 CUSTOMER PROPOSITION The customer proposition will explore at least one Internet application and others agreed at the kickoff meeting. Deliverables under this section will also include: - A report highlighting differences between GSM circuit switched and packet switched, including setup time, delays, throughput, MMI, etc. The report format shall be as agreed in the memo on Customer Proposition dated 19.05.97. There will also be provided a rating comparison of further cases: GSM CSD/ICO CSD and GSM GPRS/ICO GPRS and ICO CSD/ICO GPRS. This comparison will use information that is currently available for the ICO system, and is agreed by ICO and the NEC team at the Interim Review. - A CDROM demonstration illustrating the look and feel of the GSM GPRS service will be provided. - Further enhancement of the CDROM (separate CDROM for ICO to be delivered in 5 copies) which includes: - GPRS service description enhancement, showing how point-to-point and point-to-multipoint services are working in the network - Description of the different mobile classes and examples on how they could be used by different applications and end-users - End-user interface (man-machine interface) and examples on how interactions will be, such as logging on to an ISP - Different types of end-user equipment and the alternatives for connection between Terminals (TE) and Mobiles (MT) 6-2 561 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) Above information will be based on the current end-user equipment programs as well as assumptions on how services will be realized from an end-user perspective. The output will be based on an interactive presentation method which provides animation of the described function. The deliverable will be a CD ROM to be used on an ordinary PC. - Simulation of GSM-GPRS will be demonstrated at Ericsson facility. A written report, containing the output data of the GSM-GPRS simulation, will also be provided as a deliverable. The NEC team will support reasonable requests for presentation at internal and investor meetings to illustrate the above specified demonstrations and simulations. 6.2.3 DISTRIBUTION COST Specific information based on Ericsson's experience of setting up and distribution of terminals and packages will be compiled and presented. Information such as distribution channels, support, and marketing activities will be provided. Also, solution bundling and market adaptations will be covered. This will be based on: - Consumer market as horizontal application - One vertical application (preferably an existing solution used by a packet data system like Mobitex) A text report and spreadsheet shall be provided as a deliverable for ICO use accordingly. 6.3 OTHERS The business case structure and related information shall be handled as internal information between ICO and Ericsson. Such information must be regarded as highly confidential and must not be communicated to any other party. Ericsson is currently investigating the possibility of when access to Ericsson's consumer application test lab can be possible. It is understood that this facility is currently under construction. When it is open for use, it will be made available to ICO. Within the scope of this study, the NEC Team will provide forecasts of factory gate prices for handheld and two other classifications of GPRS-compatible UTs. The list of terminal types will be agreed at the kick-off meeting. 6-3 562 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 7.0 PRICE PROPOSAL The Contractor shall provide a price proposal for the ICO GPRS system. The price proposal shall be of the following format: - Equipment - deliverable hardware and software - Services - includes program management and warranty support - Test Fixtures - equipment required for the testing of the ICO GPRS system - In-Country Services - includes field installation, integration, and test - Options - includes: - Training - Spares - Other options The price proposal will contain the impacts of delaying the ICO GPRS installation until after the ICO circuit system is installed and tested. All prices shall be fixed firm prices quoted in US$ Equipment shall be quoted on a FOB basis. Freight and Insurance shall be quoted separately Options shall include the price and detailed description of - enhancements to the basic warranty (during the basic 2 year warranty period) - entended and/or enhanced warranties after the basic 2 year warranty period The price proposal shall be presented in the same format and in at least the same detail as that contained in Schedule 9, Appendix 2 of the Supply Agreement ICO and the NEC Team shall agree sizing and any required dimensioning drivers within 17 weeks of the effective date as defined in the Change Order. 7-1 563 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 8.0 DELIVERABLES TABLE 8-1 provides the deliverables that will be provided by the Contractor to ICO during the Requirements Specification Contract: TABLE 8-1. LIST OF DELIVERABLES TO ICO BY THE CONTRACTOR 1. ICO GPRS Functional Requirements (GSM 02.60 based) 2. Specific ICO GPRS Requirements Specification 3. ICO GPRS Air Interface Change Request Package (See Chapter 4) 4. Terms and Conditions for the ICO GPRS Main Supply Contract 5. Statement of Work For the ICO GPRS Main Supply Contract 6. Specified Inputs to Market Plan and Business Case for ICO GPRS 7. Price Proposal for the ICO GPRS System 8-1 564 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 9.0 SCHEDULE TABLE 9-1 shows the schedule for the requirements specification contract schedule. TABLE 9-1. ICO GPRS REQUIREMENTS SPECIFICATION CONTRACT SCHEDULE*
ITEM WEEKS ARO - ---- --------- Kickoff Meeting and Preliminary Requirements Review in London 1 First Draft ICO GPRS Functional Requirements (GSM 02.60 based) 6 First Draft of Specific ICO GPRS Requirements Specification 6 ICO GPRS Air Interface Change Request Package (First Group) 6 First Draft of Terms and Conditions for the ICO GPRS Main Supply Contract 6 First Draft of Statement of Work for the ICO GPRS Main Supply Contract 6 Draft Specific Inputs to Market Plan and Business Case for ICO GPRS 6 Review at HNS 7 Interim Final ICO GPRS Functional Requirements (GSM 02.60 based) 11 Final Specific ICO GPRS Requirements Specification 11 ICO GPRS Air Interface Change Request Package (Second Group) 11 Final Terms and Conditions for the ICO GPRS Main Supply Contract 11 Final Statement of Work for the ICO GPRS Main Supply Contract 11 Final Specific Inputs to Market Plan and Business Case for ICO GPRS 11 Final Review at HNS 12
At the Interim Review the functional requirements for the ICO GPRS system will be finalized to provide the basis for the price proposal. * During July 1997 Ericsson will only provide limited resources for the market plan and business case study; therefore, the actual schedule might be somewhat changed, depending on start day. If an ICO letter of Intent is issued by 1 July 1997 authorizing the Contractor to start work on the study, the schedule shown in TABLE 9-2 and FIGURE 9-1 will apply in place of the schedule shown in Table 9-1. TABLE 9-2. ICO GPRS REQUIREMENTS SPECIFICATION CONTRACT SCHEDULE WITH 1 JULY 1997 LETTER OF INTENT
ITEM DURING WEEK OF - ---- -------------- Conference Call for Radio Air Interface 30 June 1997 Conference Call for Hardware/Firmware Tradeoff 30 June 1997 Receive MAC and RLC specifications from ICO 14 July 1997 Baseline Requirements Outline for Air Interface 28 July 1997 Narrowing of ICO GPRS Air Interface Physical Level Options 28 July 1997 Market Plan and Business Case - Spreadsheet Structure 28 July 1997 Market Plan - Simulation 28 July 1997 Kickoff Meeting and Preliminary Requirements Review in London 28 July 1997 Air Interface Change Request Package Submitted - Lower Levels 01 Sept 1997 Air Interface Change Request Package Submitted - Network Levels 01 Sept 1997
9-1 565 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 10.0 ORGANIZATION AND PERSONNEL FIGURE 10-1 shows the organization for the NEC Team ICO GPRS Requirements Specification Development team. The HNS and Ericsson teams report to the NEC Program Office in London. [DIAGRAM] Figure 10-1. PROJECT ORGANIZATION 10.1 ERICSSON PERSONNEL The Ericsson team is divided into two groups: technical and marketing. Chris Jenkins will be the Ericsson program manager. 10.1.1 TECHNICAL TEAM The Ericsson technical team has a broad range of technical experience in data communications, GSM, and system development. The Ericsson team contributing to the ICO GPRS requirements development contract are: Claes Meltzer Product management Eric Valentine System design Krister Sallberg System expert
10-1 566 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) Jan Forslow System management Per Lager System management D. Turina Protocol expert
Other members of the Ericsson staff will also contribute to the project as required. 10.1.2 MARKETING TEAM The Ericsson market analysis team has extensive experience with product development with wireless technology. The Ericsson market development team contributing to the ICO GPRS requirements development contract are: Tom Grammer Market analyst Keith Sunam Business development consultant Fredrik Fornstad Business development Anna Muregard-Eriksson Product management
Other members of the Ericsson staff will also contribute as required. 10.2 HNS PERSONNEL The following resumes are for the HNS personnel who will be contributing to the ICO GPRS Requirements Development contract. Their expertise covers a broad technical range: modulation, encoding, protocols, packet switching, network management, and wireless technologies. Steve Thompson will be the HNS program manager. 10-2 567 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 1958-1962 Lieutenant USN, Atomic Energy Commission, Naval Reactors Division, (Technical Staff of Admiral H. G. Rickover) As Systems Engineer, Lt. Husted was responsible for design review, performance evaluation, and program management of instrumentation and control systems for various naval nuclear power plants. EDUCATION BS(EE) Villanova University, Villanova, Pennsylvania., 1958 MSE(EE) University of Pennsylvania, Philadelphia, Pennsylvania, 1968 PROFESSIONAL CREDITS Coinventor in ten awarded patents on TDMA techniques for satellite communications. IEEE - Senior Member Armed Forces Communication and Electronics Association - Student Medal, 1957 PUBLICATIONS "A TDMA System for the Defense Satellite Communication System," EASCON, 1970 "Current and Near Future Data Transmission via Satellites of the INTELSAT Network," ICCC, October 1972 "A TDMA System for Digital Television," Second International Conference on Digital Satellite Communications, November 1972 "Maritime Satellite Communications Terminal Implementation," Third International Conference on Digital Satellite Communications. November 1975 "Low Cost Satellite Data Transmission Using Demand Assigned TDMA," Fourth International Conference on Digital Satellite Communications, October, 1978 10-5 568 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) STEVEN G. THOMPSON SENIOR PRINCIPAL ENGINEER Mr. Thompson has a broad background in satellite mobile communications software for both the voice and data markets. Mr. Thompson has been a system designer for the HNS work with the ICO circuit system, specifically in the areas of component connectivity, network management, and program management. Mr. Thompson was the software engineering manager for the HNS Cellular Digital Packet Data (CDPD) system, which provides connectionless IP-based data service using the AMPs cellular infrastructure. He was the principal designer for the HNS CDPD NASS, which provided authentication and accounting services for the CDPD system. He has been a principal designer and manager for the software of many of HNS' mobile communications products, including the HNS SkyRider (Geostar-based) remotes, Telesat MDS remotes, and Inmarsat Standard-C products. Prior to moving to mobile communications engineering, Mr. Thompson was an engineering manager in HNS' packet switch product line. In this capacity he managed the development of enhancements for the HNS packet switch (X.25) system. Mr. Thompson was the software engineering manager for the HNS Model 1020 120 Mbps TDMA terminal for the INTELSAT and EUTELSAT markets. In the early eighties, Mr. Thompson was the designer and software engineering manager for the electronic four-wire voice switch used in HNS' Inmarsat Standard-A Coast Earth Station. Prior to this time Mr. Thompson was the software engineering manager for a voice and data satellite communications system. BACKGROUND 1973 TO 1977 CAPTAIN, U.S. ARMY RESEARCH AND DEVELOPMENT, COORDINATOR MOBILITY EQUIPMENT RESEARCH AND DEVELOPMENT CENTER, FORT BELVOIR, VA While on active duty, Captain Thompson developed computer models for various physical phenomena such as power line ground return currents and microwave absorption. He was also a member of a team that developed a management information system for the U.S. Army research and development system. 1972 to 1973 ST. JOHNS RIVER JUNIOR COLLEGE, PALATKA, FL As Instructor of Data Processing Mr. Thompson developed and taught courses for a 2-year data processing program. Courses included Introduction to Data Processing, Programming Languages, and Systems Design. EDUCATION MS, Physics, Minor Computer Science, University of Florida, 1972. BS, Physics, University of Florida, 1969. PUBLICATIONS "Design Architecture for a High Performance INTELSAT TDMA/DSI Terminal" (Coauthor), International Journal of Satellite Communications, Vol. 3, 77-83 (1985). 10-3 569 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) JOHN M. (JAY) HUSTED ASSISTANT VICE-PRESIDENT HUGHES NETWORK SYSTEMS, INC. Mr. Husted has served as Assistant Vice-President at Hughes Network Systems, Inc., since 1987. Mr. Husted is responsible for technology assessment and business case analysis for various customer applications in satellite communications networks, wireless mobile communications, and personal communications services within the Business Development group. He participated in the development of technical standards for emerging PCS networks and supports the parent corporation, Hughes Electronics, in technology assessments associated with potential new business ventures. He managed Satellite Systems Engineering studies for DOD, NASA, and commercial customers. Within the International Marketing group, Mr. Husted was responsible for the preproposal customer contact and support for various projects in Asia, South America, Europe, and the Middle East. This support included definition of functional requirements, translation to network configuration and specifications, and generation of budgetary estimates. EXPERIENCE 1973-1987 Vice-President, M/A-COM Telecommunications Division, Germantown, Maryland (formerly Digital Communications Corporation) As Vice-President, Satcom group, Mr. Husted was responsible for technical and business performance of the programs and product lines of the group. Technologies included satellite and terrestrial radio transmission, multiple access techniques (TDMA and FDMA), video and voice processing, compression, modulation, FAEC, signaling, switching, multiplexing, encryption, and TEMPEST techniques. Mr. Husted served as General Manager, Satcom division; General Manager, Government Systems division; Assistant Director of Engineering; Manager, Inmarsat programs; and Manager, Government programs at M/A-COM DCC. 1969-1973 Section Head, COMSAT Laboratories, Clarksburg, Maryland As head of the Multiple Access Techniques section of the Communications Processing laboratory, Mr. Husted was responsible for hardware development of the TDMA-2 Satellite Communications terminal. He was principal contributor to a study applying TDMA to DOD satellite networks and served as manager's representative to INTELSAT TDMA working group, specifying the original prototype TDMA system. 1966-1969 Senior Systems Engineer, NUS Corporation, Rockville, Maryland Mr. Husted performed design review of a monitor and fault locating subsystem for a digital sonar receiver (ANSQQ-23). He designed test equipment and supported testing of models of an icebreaker-tanker ship that successfully transited the Northwest Passage. 1962-1966 Digital Design Engineer, RCA Astro Electronics Division, Hightstown, New Jersey Mr. Husted developed a magnetic core memory test machine and a digital TV test pattern generator. He was responsible for flight qualification of a 28-state real time sequential controller for a satellite data collection, storage, and playback system. 10-4 570 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) - Autotrack system design, simulation - Satellite channel simulation for BER performance - Analysis of problem areas in demodulators, and bit synchronizers - Test data analysis, and setup of test cases 1972-1974 SINGER TELE-SIGNAL CORPORATION 1976-1977 TELE-SIGNAL CORPORATION, SYOSSET, NEW YORK As a Principal Engineer at Tele-Signal corporation and as a Design Engineer at Singer Tele-Signal Corporation, Dr. Mehrotra wrote numerous proposals in the areas of voice grade circuits, space and time division switching systems, multiplexers, circuit quality monitors, etc. Specific design and developments he conducted were: - FDM SYSTEM: Channel interface, diagnostic and subscriber terminals design and specifications - LINE CONDITIONING SYSTEMS: Designed and tested cost-effective single and dual frequency signaling systems - MODEM/FILTERS: Designed 2400 bps modem including design and test of different active filters - SWITCHING SYSTEMS: Designed and tested a special electronic switching machine (EPABX) to handle intercom and orderwire requirements of the U.S. Army 1975-1976 LITTON DATALOG, MELVILLE, NEW YORK First as a consultant and subsequently as a design engineer, Dr. Mohrotra modified the hardware of the Pressfax facsimile system. He also designed and developed the Washfax facsimile systems. 1970-1972 ITT TERRYPHONE CORPORATION, HARRISBURG, PENNSYLVANIA Dr. Mehrotra worked on applications of Intercom, electronic PBXs, and key telephone systems. EDUCATION Ph.D. Electrical Engineering, Polytechnic Institute of NY, 1981 M.S. Nova Scotia Technical College, Halifax, Canada, 1968 M.S. Rooykee University, India, 1965 B.S. Calcutta University, India, 1961 SOFTWARE AND LANGUAGES FORTRAN, Basic, Pl-1, CRTM (Database management) Software running on PC and Macintosh, System modeling on communication performance OTHER ACTIVITIES 1982 - Present Adjunct Professorial Lecturer of Electrical Engineering, George Washington University, Teach Graduate courses in Communication. Delivered GSM seminar with Lockheed Martin, November 29-30, 1995 (2 days) Delivered GSM seminar with BellSouth, 1995 (4 days) Delivered seminar to Plexsys International on AMPS, 1995 Delivered Seminar on IS-54 to Cellnet (Israel), 1995 10-7 571 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) TECHNICAL MEMOS/REPORTS (UNCLASSIFIED): 1. GSM System Engineering, published by Artech House, 1997. 2. Cellular Radio: Analog and Digital Systems, published by Artech House, 1994. 3. Cellular Radio Performance Engineering, published by Artech House, 1994. 4. IMSI/TMSI pairing strategy on GSM system, November, 1995. 5. Estimates of disk space for Manassas log files, November, 1995. 6. Required Characteristics of ARABSAT for database, June, 1993. 7. Required Characteristics of INMARSAT for database, June, 1993. 8. Required Characteristics of Cellular Systems for database, February, 1993. 9. Communication Signals Analysis for Tropospheric Systems, June, 1992. 10. Communication Signals Analysis (High Capacity FDM/FM, High Capacity TDM/PCM) for Microwave Systems, June, 1992. 11. Mobile Communication Systems (Cellular, Microcellular), July, 1991. 12. Satellite System's Analysis - Comint Signals, November, 1990. 13. Contention Analysis of the Washington Cellular System, February, 1989. 14. Two Channel FACET Combiner with Equalizer, June, 1989. 15. TASC, 18907, Research Summary Report, June, 1989. 16. Progress Report on the Waveform Generation Capability of the HP8770 System, February, 1988. 17. A class of approximate solutions to phase distributions in Phase-Locked Loops, Ph.D. Dissertation, Polytechnic Institute of New York, 1982. 18. ADE Performance Evaluation, 1981. 19. OIWG Task No. 19-1-2-3 On Return Link Acquisition Time, January, 1981. 20. Affects of Doppler on Forward link Phase Noise Simulation Mode, April, 1981. 21. OIWG Task No. 13-7 On Predetection Combining, April, 1981. 22. Return Link Quarterly BER Margin to NASA, April, 1980. 23. Spurious and Wideband Signal Contamination in Noise Sample Filter, July, 1980. 24. Definition of Measurement Tolerance and Arm Gain Variation - ADE System, July, 1980. 25. Additional Degradation in SSAR Due to RFI Specifications, September, 1980. 26. Update of the Loop Test for BER Measurement, January, 1979. 27. Pilot Loss Analysis, February, 1979. 28. MA Interfering Source Simulation, September, 1979. 29. Effects of User Linear Gain and Phase Distortion on BER Performance, October, 1979. 30. BER Sensitivity with Respect to AM/AM and AM/PM, November, 1979. 31. Our Evaluation of Software Approach for PN Acquisition, October, 1978. 32. C. D. Parameters of a Twin Channel Double Ladder Network Constrained by an Operational Amplifier, IEEE Trans. Circuit Theory, August, 1970. 10-8 572 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) A. ROGER HAMMONS, JR. PRINCIPAL ENGINEER As Head of the Coding and Modulation research group, Dr. Hammons is responsible for research and development of advanced communication systems. He is the technical lead for the 1997 R&D project looking at coding and modulation for second generation satellite data services, and is the responsible engineer for modulation, estimation, and coding issues related to the base station design for the ICO satellite telephony project. Dr. Hammons is also Manager of HNS activities as part of Digital Wireless Battlefield Network (DWBN) project sponsored by DARPA under its Technology Reinvestment Program. Previously at HNS, Dr. Hammons was the technical lead on 1996 R&D projects concerning forward error correction and multi-dimensional signaling on fading satellite and mobile radio channels. He was the technical lead for 1995 simulation trade studies, algorithm development, and validation of PCS modem. BACKGROUND 1981 - 1993 SR. STAFF ENGINEER, HUGHES AIRCRAFT COMPANY, MISSILE SYSTEMS Dr. Hammons was responsible for design and development of advanced radar seekers for missile applications, from conceptual design and performance simulation to software design, coding, and integration to field test support. ACADEMIC EXPERIENCE 1995-PRESENT INSTRUCTOR, THE JOHNS HOPKINS UNIVERSITY PART-TIME ENGINEERING STUDY PROGRAM Dr. Hammons is responsible for teaching the graduate-level course in Error Control Coding. 1996-PRESENT SPECIAL MEMBER OF THE GRADUATE FACULTY, UNIVERSITY OF MARYLAND AT COLLEGE PARK Dr. Hammons is a member of doctoral committee for Mustafa Eroz. 1977-1980 TEACHING ASSISTANT, UCLA MATHEMATICS DEPARTMENT Dr. Hammons was responsible for leading discussion sections of various undergraduate probability theory and linear algebra classes. EDUCATION Ph.D. in Electrical Engineering, University of Southern California (Los Angeles, California), 1992. M.A. in Mathematics, University of California at Los Angeles(Los Angeles, California), 1980 B.S. in Mathematics, (Highest honors and distinction in mathematics and the humanities), Harvey Mudd College (Claremont, California) 1977 HONORS IEEE Information Theory Society 1995 Best Paper Award. Hughes Aircraft Company Ph.D. Fellow, USC, 9/88-12/92. S&H Foundation Scholar, Harvey Mudd College, 9/73-6/77. 10-9 573 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) PUBLICATIONS A. R. Hammons, Jr., "On Four-Phase Sequences with Low Correlation and their Relation to Kerdock and Preparata Codes," Ph.D. Dissertation, University of Southern California, November 1992. S. Boztas, A. R. Hammons, Jr., and P. V. Kumar, "4-phase Sequences with Low Correlation Properties," IEEE Transactions on Information Theory, vol. 38, no. 3, May 1992, pp. 1101-1113. A. R. Hammons, Jr. and P. V. Kumar, "On the Apparent Duality of the Kerdock and Preparata Codes," Proceedings of the IEEE 1993 International Conference on Information Theory, San Antonio, Texas, January 1993. A. R. Calderbank, A. R. Hammons, Jr., P. V. Kumar, N. J. A. Sloane, and P. Sole, "A Linear Construction for Certain Kerdock and Preparata Codes," Bulletin of the American Mathematical Society, 1993. A. R. Hammons, Jr. and P. V. Kumar, "On a Recent 4-Phase Sequence Design for CDMA," Invited Paper for Special Issue on Spread Spectrum Techniques and Applications, IEICE Transactions on Communications, Vol. E76-B, No. 8, August 1993, pp. 1-10. A. R. Hammons, Jr., P. V. Kumar, A. R. Calderbank, N. J. A. Sloane, and P. Sole, "The Z4-Linearity of Kerdock, 'Preparata', Nordstrom-Robinson, Goethals, and Related Codes," IEEE Transactions on Information Theory, March 1994, pp. 301-319. IEEE IT 1995 BEST PAPER. P. V. Kumar, T. Helleseth, A. R. Calderbank, and A. R. Hammons, Jr., "Large Sequence Families for CDMA," IEEE Transactions on Information Theory, 1996. K. Swaminathan and A. R. Hammons, Jr., "The Use of 16 kbps G.728 Standard in PACS Environment," 1995 IEEE Speech Coding Workshop. K. Swaminathan, A. R. Hammons, Jr., and M. Austin, "Selective Error Protection of ITU-T G.729 Codec for Digital Cellular Channels," ICASSP 1996. A. R. Hammons, Jr., "CRC-Based Synchronization Techniques for Low Overhead TDMA PCS," IEEE 1996 Vehicular Technology Conference. M. Eroz and A. R. Hammons, Jr., "Performance of Turbo Codes for Satellite Data over Rician Channels," submitted to IEEE 1997 International Conference on Information Theory. 10-10 574 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) YEZDI F. ANTIA PRINCIPAL ENGINEER ADVANCED DEVELOPMENT GROUP Mr. Antia has been involved with analysis, simulations, firmware design, hardware design and ASIC design pertaining to various DSP based modem and physical layer implementation for various programs. Mr. Antia was responsible for the development of the algorithm and simulation of the physical layer channels for the ICO Mobile Satellite systems, including the development of modem and channel coding for all the Satellite Base Station and User Terminal Simulator channels. He was also responsible for the development and simulation of the physical layer channel for the Geo-Mobile Satellite System, including the analysis, design and simulation of modem and channel coding for the Gateway Base Station channels. Mr. Antia developed nonlinear block codes with reduced complexity and optimum performance over fading channels, and is in the process of filing for patents. He also designed and simulated the HDL verilog and synthesized to an FPGA, the Wireless Access Communications System (WACS) Radio Port modem, which was later used by the PACS radio port. Previously at HNS, Mr. Antia was involved with the IS-136 Digital Cellular System, Fixed Cellular System and CDPD System development for the Base Station Equipment. He was responsible for all firmware development for the modem and channel coding for the IS-136, Fixed Cellular and CDPD Base Station, performed simulation of all the modems and channel coding related to the above systems, and simulated and implemented a smart antenna (4-Antenna Diversity) demod. He was responsible for the firmware development and simulation of the modem and channel coding for the Inmarsat Standard-C System, earth station. He designed the test hardware and firmware for the first DSP-based Viterbi Decoder within the company and worked on the DSP-based modem firmware for the FEDEX System. EDUCATION MSEE Virginia Polytechnic and State University, Blacksburg, VA., 1985. BSEE Walchand College of Engineering, Sangli, India, 1982. PATENTS AND PUBLICATIONS 1. U.S. Patent 5,390,215. Y. Antia, et al, "Multi-Processor Demodulator for Digital Cellular Base Station Employing Partitioned Demodulation Procedure with Pipelined Execution." 2. U.S. Patent, I. Kim, Y. Antia, B. Fair, "Fixed Point GMSK Modulator Generating Samples at Non-Integer at the CDPD Sampling Rate." 3. U.S. Patent, Y. Antia, "Faster Linear Block Decoding Apparatus and Method for Receivers in Digital Communication and Other Systems." 4. U.S. Patent pending, Y. Antia, "Method and Apparatus for p/4 Differential Quadrature Phase Shift Modulation." 5. Y. Antia, "Partitioning and Pipelining of Complex Algorithms for Implementation on Multi-DSP Platforms," conducted a workshop at the DSP World Spring Design Conference, March 1997. 10-11 575 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) MURARI SRINIVASAN MEMBER OF TECHNICAL STAFF Murari Srinivasan has recently joined HNS and is a Ph.D. candidate in Electrical Engineering. His experience is in the area of joint source and channel coding. He has worked on subband video coding for packet networks, and he has a varied experience with various signal processing algorithms. BACKGROUND. JULY 1995-PRESENT GRADUATE RESEARCH ASSISTANT, CENTER FOR AUTOMATION RESEARCH, UNIVERSITY OF MARYLAND - - Research involves joint source-channel coding approaches for transmitting digital video over fading channels; investigating network issues for the reliable transport of compressed video over packet networks; and the effects of network resource allocation, policing mechanisms, fading channels and packet loss on the reconstructed video quality. - - SUBBAND VIDEO CODING FOR PACKET NETWORKS: Investigating coding strategies that adapt to congestion in ATM networks. - - IMAGE COMPRESSION AND PROCESSING: Developed and implemented an image compression algorithm based on the DCT. - - ADAPTIVE EQUALIZATION: An adaptive equalization scheme was implemented using a fast RLS algorithm based on the QRD-RLS method. - - MULTIPRIORITY SERVICE SCHEME FOR MPEG VIDEO TRANSMISSION OVER ATM NETWORKS: An ATM switch that statistically multiplexed several variable bit-rate video streams (MPEG coded) through a finite buffer was simulated. This reduced packet loss while using the same resources as used by a single-priority service scheme. It was demonstrated that self-similar models (recently popular in the literature) can describe a subset of an MPEG coded bitstream, but not the entire bitstream. - - SPEECH PROCESSING: Developed and implemented a robust algorithm to estimate human vocal chord pole positions from noisy speech samples using group delay functions. - - NEURAL NETWORKS: Designed a modified Gaussian radial basis function network (HyperBF network) using results from regularization theory and used it to perform gender recognition based on multidimensional facial features. - - SPECTRAL ESTIMATION: The MUSIC algorithm was modified to detect two-dimensional sinusoids, and the resolving power of this method was studied through simulations. The minimum-norm estimator was similarly modified and studied. - - ADAPTIVE FILTERING: Convergence of the LMS algorithm was studied and its dependence on the statistical properties of the input data were demonstrated. These results were contrasted with the convergence properties of the RLS algorithm. - - ARRAY SIGNAL PROCESSING: An Adaptive MVDR beamformer was simulated using the QRD-RLS algorithm implemented on a systolic array. The resolving power of the algorithm as well as convergence issues were studied. 10-12 576 JUNE 96-SEPT. 96 INTERNSHIP, MULTIMEDIA COMMUNICATIONS LABORATORY, BELL LABORATORIES, LUCENT TECHNOLOGIES Mr. Srinivasan worked on the development of a robust low bit-rate video coding scheme for wireless channels. The video coding scheme was based on the H.263 standard. This coding scheme was interfaced with a adaptive hybrid ARQ/FEC scheme to provide robust delivery of video over fading wireless channels. EDUCATION Ph.D (Candidate), Electrical Engineering, University of Maryland, College Park, 1996- M.S., Electrical Engineering, University of Maryland, College Park, 1993-95 Bachelor of Technology, Electronics and Communication Engineering, Indian Institute of Technology, Madras, India, 1989-93 PUBLICATIONS 1. "Joint Source Channel Subband Coding of Images," Murari Srinivasan and Rama Chellappa, to appear in Proceedings of the IEEE International Conference on Acoustics, Speech and Signal Processing, May 1997. 2. "Adaptive Source-Channel Subband Video Coding for Wireless Channels," Murari Srinivasan, Philippe Burlina and Rama Chellappa, submitted to IEEE Multimedia Signal Processing Workshop, Princeton, April 1997. 3. "Iterative Least Squares approach to the Mixture Modeling Problem," Murari Srinivasan and Ruth DeFries, Proceedings of the IEEE International Conference on Acoustics, Speech and Signal Processing, Detroit, May 1995. 10-13 577 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) VICTOR S. LIAU SENIOR MEMBER OF TECHNICAL STAFF ADVANCED DEVELOPMENT GROUP Victor Liau has been responsible for implementing the Wireless Access Communication Systems (WACS) and the Personal Access Communication Systems (PACS) in the Personal Communication Services (PCS) frequency band as a separate program from within the Wireless Network Division. From establishing the product definition for the radio ports and the subscriber units to specifying their system topology, to creating the modem ASIC, to certifying the products with the various governmental agencies, Mr. Liau has been the lead designer and program administrator to exploit the potential in the PCS microcellular technology at HNS. Originally as a sole designer of the WACS system in 1993, Mr. Liau wrote the product specifications and the system architecture for the radio ports and the subscriber units. As part of the conceptual demonstrations, Mr. Liau interacted regularly with numerous customers who provided further feature definitions. Incorporating the customer's requirements and conforming to related Bellcore standards, he worked on the detailed baseband designs to create one of the first WACS Radio Port (RP) and Subscriber Unit (SU) prototypes. Through the use of the Cadence Verilog-XL simulator and the Synopsys FPGA compiler, he designed and implemented the various payload formatting and the channel coding in the Xilinx Field Programmable Gate Arrays (FPGAs). With the combined functionality of the RP and the SU, the baseband board design involved the use of the TI DSP to perform the voice coding, such as ADPCM, as well as the microcontrolling functions; the Subscriber Line Interface Circuit (SLIC) to provide an RJ-11 interface to the user; the TI Line Interface Unit (LIU) and framer for the backhaul to the switch; and various interfaces to the RF synthesizers and the power amplifier. As the standards matured from WACS to PACS, Mr. Liau led and managed a team of designers to bring the overall RP prototype into a product. In the newer design, he incorporated low-voltage devices, High-bit-rate Digital Subscriber Line (HDSL) physical interface, and powering over the communication lines. The reduction of the p/4-DQPSK modem, the channel coder, and the payload formatter from the FPGAs into an ASIC was among his major accomplishments, coordinating the modem simulation, hardware emulation, and the final verification of the chip. Furthermore, Mr. Liau weighed trade-offs with the power supply, the RF, the thermal, and the mechanical issues to ensure the product certification from the UL and the FCC agencies. He also provided the system support to proposals, installation guides, and reliability predictions. He has also been involved in the demonstrations of the PACS GMH-2000-P product at the PCS and the CTIA exhibitions. BACKGROUND 1990 - 1993 MASSACHUSETTS INSTITUTE OF TECHNOLOGY, CAMBRIDGE, MA Mr. Liau developed software and helped to teach the Introductory Digital Design Laboratory, the Structure and Interpretation of Computer Programs, the Microprocessor Project Laboratory, and the Introduction to VLSI courses. He coordinated classes as the Head Teaching Assistant, writing recitation notes, labs, and other administrative documents. 1988 - 1990 RAYTHEON COMPANY RESEARCH DIVISION, LEXINGTON, MA Mr. Liau theoretically modeled a microstrip line as a magnetically tunable band-stop filter for use in MMICs. He designed and characterized the devices for operations in the X- and Ku-band, while he designed, built, and tested broadband dual circulators. Furthermore, he simulated the behavior of circuits on ferrite substrates using Super-Compact and constructed test fixtures to verify the results on a network analyzer. 10-14 578 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) EDUCATION EE Massachusetts Institute of Technology, Cambridge, MA, 1993 MS, BS Massachusetts Institute of Technology, Cambridge, MA, 1990 PROFESSIONAL CREDITS Associate member of Sigma Xi. Received Frederick C. Hennie, III Teaching Award. PUBLICATIONS AND PRESENTATIONS "Magnetically Tunable Band-stop Filter Utilizing Iron Thin-film and GaAs Technology," IEEE Microwave Technique and Theory Symposium, June 1991. 10-15 579 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) DR. RAJEEV GOPAL TECHNICAL DIRECTOR Dr. Gopal has been involved in the specification and analysis of the various network management systems for the ICO network since 1995. He also led the development of several related requirements and high-level design documents. Dr. Gopal is the architect of a common standards-based network management framework that is being used in several HNS products including the SBS OMC for ICO. Dr. Gopal has worked in direct software development activities in the area of network management for the HNS product lines, the main theme of which is the development of a common reusable software architecture and associated applications that can be used in multiple products. This involves identification, refinement, productization, and deployment of key technologies in the areas of object-oriented architectures, SNMP, CMIP, Unix/C++, CORBA, object-oriented databases, HTML/Java, visualization, and artificial intelligence. He directed the introduction of web-related technologies for HNS internal and external use and their incorporation into HNS products. BACKGROUND 1989 - 1992 PROGRAM DIRECTOR CAPITAL TECHNOLOGY INFORMATION SERVICES, INC., ROCKVILLE, MD As Deputy Project Director for the Clinical Trials Evaluations Program computing project of the National Cancer Institute, Dr. Gopal's responsibilities included architectural design, management of professional staff, technical operations, and liaison with project officers for automated drug distribution, protocol management, and adverse reactions systems. He was the project leader for the Biological Data Processing System and Senior Analyst for the AIDS screening database contract from the NCI. He performed requirements analysis, architectural design, and high-level program designs for large-scale databases with technologies involving relational DBMS, C, C++, SQL, Unix, VMS, Open VMS, LAN, and MAN networking. 1986 - 1987 DEPARTMENT MANAGER, VSE CORPORATION, ALEXANDRIA, VA Dr. Gopal led the development of a comprehensive computer system with Unix/C and Unify relational DBMS for cancer and anti-HIV drug screening programs for the National Cancer Institute. He utilized mainframe and microcomputer systems, workstations, laser-printer graphics, networking, data communication, online data collection, barcode and robotics technologies. EDUCATION Ph.D. Computer Science, Vanderbilt University, 1989 M.Sc. Physics, Birla Institute of Tech. and Science, 1983 B.E. Electrical and Electronics Engineering, 1983 RECENT PUBLICATIONS "Remote Access to Network Management with an Internet Web Browser," Network Management Forum Bulletin, Fall 1996. "Leveraging Network Management Standards for Satellite Networks," in Proceedings of the Workshop on Satellite Based Information Systems, Rye, New York, November 1996. "Using Automatic Decomposition Schemes in Software Maintenance Tools," in Software Reengineering, Edited by Robert Arnold, IEEE Computer Society Press, 1993. 10-16 580 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) "Application of Automatic Decomposition Schemes in Proof Maintenance for Evolving Programs," in Journal of Software Maintenance, 1992. "Supporting System Maintenance with Automatic Decomposition Schemes," in Proceedings of the Hawaii International Conference on System Sciences - 25, Hawaii, January, 1992. "Dynamic Program Slicing Based on Dependence Relations," in Proceedings of the International Conference on Software Maintenance - 1989, Sorrento, Italy, October, 1991. 10-17 581 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) SPYRO GUMAS SENIOR MEMBER TECHNICAL STAFF SATELLITE NETWORK DIVISION Spyro Gumas has been a member of the Satellite Network Division at HNS since November 1994. Since December 1995 he has been leading the baseband electronics development for the mobile satellite product, most recently for the ICO mobile satellite system. His responsibilities include architecting the necessary modifications to the channel manager, transmit ASIC, channel unit and clock distribution unit, as well as contributing to the system engineering efforts for the SBS and managing the baseband engineering design team. Prior to the mobile satellite work, Mr. Gumas worked on debugging of the Personal Earth Station DTM, design modifications for the CP 9000 LANSCAPE Module, Processor Module and LAN Interface Module, and on a study for a spread spectrum return channel concept. BACKGROUND 1989 - 1994 HUGHES AIRCRAFT ELECTRO-OPTICAL AND DATA SYSTEMS GROUP, EL SEGUNDO, CALIFORNIA As a Senior Member Technical Staff, Mr. Gumas was responsible for the development of a flight unit IR Digital Signal Processor for the Brilliant Eyes (BE) program. The design was comprised of five custom RAD-Hard VLSI designs. Mr. Gumas was intimately involved in the development of the signal processing algorithms. He architected the algorithms hardware implementation, simulated the algorithms in software, and then led the development team for the flight unit, the test station, and the test software. Mr. Gumas was responsible for the development of a flight unit Target Processor for the Ground based Surveillance and Tracking System (GSTS) program. This design was a programmable six CPU parallel/pipelined architecture comprising custom card designs and off-the-shelf processor cards. Mr. Gumas lead the development team for the flight unit design, test station design, and integration and test. As a Staff Engineer, Mr. Gumas was responsible for the development of a Brassboard IR Digital Signal Processor for the Space borne Surveillance and Tracking System (SSTS) program. Mr. Gumas participated in algorithm development, implemented algorithms in hardware design, and wrote a simulator for the algorithms in C. 1983 - 1988 HUGHES AIRCRAFT GROUND SYSTEMS GROUP, FULLERTON, CALIFORNIA As a Staff Engineer, Mr. Gumas lead a development effort on a VME-based 3D graphics accelerator board set for use in Surface Ship and Air Traffic Control consoles. He was responsible for algorithm development, system architecture, and design lead. As a Member Technical Staff, Mr. Gumas was responsible for the development of several graphics related hardware designs including a 20 MFLOP Graphics Processor, a Viewport Gate Array, an Area Fill Engine, and an Anti-Aliasing Vector/Conic Generator. In addition to the hardware development, Mr. Gumas was lead programmer for the Graphics Processor C library. SUMMER 1982 ELECTRICAL ENGINEER, GENERAL DYNAMICS, FORT WORTH, TEXAS SUMMER 1981 ENGINEERING TECHNICIAN, BELL & HOWELL, CHICAGO, ILLINOIS 10-18 582 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) EDUCATION MSEE Georgia Institute of Technology, 1983 BSEE Georgia Institute of Technology, 1982 PROFESSIONAL CREDITS Member Tau Beta Pi, Eta Kappa Nu. PUBLICATIONS AND PRESENTATIONS "Tricks of the Graphics Gurus," Oliver, Anderson, McCord, Gumas & Zigon, SAMS publishing, 1993. "PC Graphics Unleashed," Oliver, et. al., SAMS publishing, 1994. 10-19 583 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) JOHN FRY TECHNICAL MANAGER SOFTWARE ENGINEERING GROUP Mr. Fry is technically responsible for providing administrative and technical leadership for engineering teams developing satellite mobile communication systems. He is experienced in the development of real-time, cellular, mobile, VSAT, positioning and paging systems communication systems. He is currently involved in systems analysis, modeling, and simulation for the ICO mobile satellite communications system. He is also responsible for performing requirement analysis and requirement tracing for the project. Prior to providing technical support for the ICO mobile satellite system, Mr. Fry was administratively responsible for developing and enhancing the ISBN VSAT product. He was administratively and technically responsible for the File Broadcast (FBC) product. This product provides file broadcast capabilities from a central location to several remote locations using the VSAT network. BACKGROUND 1994 COMSAT RSI, CLARKSBURG, MD As Senior Manager, Mr. Fry was responsible for marketing, sales, proposals, statements of work, cost accounting, labor estimates, supervising, scheduling, planning, and managing the Software Engineering Department. Projects included: - - Managing the Plexsys D200 to D1000 conversion. This system provides cellular radio telephone communications between subscribers and terrestrial networks and is compatible with the FCC part 22 rules and EIA/TIA 553 specifications. - - Managing the CTS/Gilat TRC-2000 RSC development. This system provides subscriber or terrestrial trunk interconnections upon demand between telephone exchanges and subscriber equipment via satellite using an F/TDMA access scheme. 1991-1994 COMSAT TECHNOLOGY SERVICES, CLARKSBURG, MD As Senior Manager of Maritime A and C services, Mr. Fry was responsible for motivating, recognizing, delegating, supervising, scheduling, planning and coordinating the software engineering section. He prepared proposals, labor and cost estimates, status reports, and technical descriptions, and controlled and managed several cost accounts. He reviewed software design, documentation, and testing. Mr Fry managed the software effort for Thailand's Inmarsat M/B Land Earth Station (LES). This system provides real-time mobile voice and data communications to terrestrial networks. He completed Inmarsat Standard-A NCS system ahead of schedule and cost. This system is Inmarsat's first and only system to be accepted ahead of schedule. This system provides real-time maritime voice and data communications to terrestrial networks. He planned yearly budgets and schedules and supervised and evaluated work groups. He interfaced directly with customers and provided onsite assistance. 10-20 584 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 1990-1991 COMSAT SYSTEMS DIVISION, CLARKSBURG, MD As Senior Engineer, Mr. Fry was technically responsible for software engineering teams, which designed and implemented monitor and control software for baseband and computer equipment for communication systems. He served as Lead Software Engineer of a software team and was responsible for the Monitor and Control subsystem of the Inmarsat Standard-C system. He designed and developed redundancy software between dual computers and received a commendation from upper management for exceptional performance. 1982-1990 COMSAT LABORATORIES, CLARKSBURG, MD As a Software Engineer, Mr. Fry was a member of several software engineering teams, which developed several satellite communication systems for TDMA, monitor and control, mobile, VSAT, and message store and forward systems. He developed real-time applications, man/machine interfaces, and monitor and control software, prepared documentation and test plans, and resolved problems to the satisfaction of customers. He was responsible for the man-machine interface of the Geostar VSAT network 1980-1982 COMPUTER SCIENCES CORPORATION, SILVER SPRING, MD Mr. Fry designed, developed, and tested scientific computer programs for Goddard Space Flight Center. As Lead Engineer for automated orbit determination simulator, he developed ground simulator, man-machine interfaces, and database management systems. EDUCATION M.S., Computer Science. Johns Hopkins University, 1989 B.S., Math and Computer Science, University of Pittsburgh at Johnstown, 1980 10-21 585 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) DR. T. DAN LI SOFTWARE ENGINEER Dr. Li's work has been developing next generation network management on UNIX platform and has included design and development of the manager subsystem, as well as design and implementation of low level classes for operating system and communication. In addition, he has worked in the development for file broadcast applications on PES including enhanced transmission protocol for large file and large community of Comm-Servers, automated product release with simultaneous installation using file broadcast, and development of window NT device driver using TDI and NDIS interfaces. BACKGROUND SUMMERS OF BELLCORE, MORRISTOWN, NEW JERSEY 1993 & 1994 Dr. Li was a member of the Technical Support Staff at Bellcore where he was involved in software research and development for the Touring Machine Project. He designed and developed the fault manager, and developed the communication manager using C++, Berkeley Socket. 1991 - 1995 PURDUE UNIVERSITY, COMPUTER SCIENCES DEPARTMENT, W. LAFAYETTE, INDIANA As Research Assistant, Dr. Li implemented ARP, IP, UDP, ICMP, and RIP for a router project led by Dr. Doug Comer. He implemented a file system for XINU operating system, and implemented a software tool named TAMER for robustness benchmarking of distributed systems. EDUCATION Ph.D. Computer Sciences, Purdue University, 1995 MS Computer Sciences, Purdue University, 1991 MS Mathematics, Purdue University, 1989 BS Mathematics and Computer Sciences, National Taiwan University PUBLICATIONS "A Methodology for Software Fault Insertion Testing and its Application to Telecommunication Systems," co-authored by Chi-Ming Chen, Bob Horgan, Ming Lai, and Steve Wang, May 1994 in IEEE International Communications Conference, pp 1767-1771. "A 2-D Scheme to Evaluate the Adequacy of Fault Tolerance Testing," co-authored by Richard DeMillo and Aditya Mathur, The Third International Workshop of IEEE on Integrating Error Models with Fault Injection, pp 5456. "Architecture of TAMER: A Tool for Dependability Analysis for Distributed Fault-Tolerant Systems," co-authored by Richard DeMillo and Aditya Mathur. Submitted for 1994 COMPSAC. "Improving the Fault Tolerance of a Multimedia System," co-authored by Richard DeMillo, Aditya Mathur, Bob Horgan and Michael Lyu. Prepared for submittal to 1995 Fault-Tolerant Computing Symposium. 10-22 586 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) GANESHAN RAMACHANDRAN MEMBER TECHNICAL STAFF Mr. Ramachandran is a member of the ICO team and as such is involved in review of Air Interface Technical Specifications. ICO 03.22.A1, ICO 04.08.A2, and ICO 04.08.A3. He has been involved in preparation of ICO GPRS proposals, which included study of LAPG Interworking function at SBS, mobility management issues related to SGSN selection, and development of operational scenarios for ICO GPRS Air-Interface procedures. He was also involved in the preparation of ICO SBS Design document and ICD for A' interface. BACKGROUND 1996 MOTOROLA, FORT WORTH, TEXAS During his assignment with Motorola - Paging Division, Mr. Ramachandran was involved in design and implementation of "Roaming Features" to the existing MPS 2000 paging switches. This involved interworking paging switches with TCP/IP and X.25 networks. He was also involved in development of test plans for testing new features. 1993 - 1995 CENTER FOR DEVELOPMENT OF TELEMATICS, BANGALORE, INDIA As a Research Engineer, Mr. Ramachandran was involved in design and development VSAT networks. He was involved in design and implementation of various data communication protocols, which included X.25, LAPB and proprietary Transport Layer protocols for the VSAT user terminals. He was also involved in developing protocols for interworking VSAT networks with other X.25 and TCP/IP-based PSPDN, as well as commissioning and field testing of VSAT user terminals and PSPDN interworking units. 1992 -1993 NATIONAL AERONAUTICAL LABORATORIES, BANGALORE, INDIA As a Hardware Engineer, Mr. Ramachandran was responsible for assembly, testing, and commissioning of Intelligent Mechanical Test controllers for the Aircraft Fatigue Testing Laboratory. EDUCATION BS Computer Science and Engineering, Bangalore University, India, 1992. PROFESSIONAL Memberships IEEE 10-23 587 CHANGE ORDER NO. 1 ATTACHMENT 2 DISCLOSABLE INFORMATION 588 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) (CONTINUED FROM PREVIOUS PAGE)
Item During Week of - ---- -------------- First Draft of Specific ICO GPRS Requirements Specification 01 Sept 1997 First Draft ICO GPRS Functional Requirements (GSM 02.60-based) 01 Sept 1997 Draft of Terms and Conditions for the ICO GPRS Main Supply Contract 3 Nov 1997 First Draft of Statement of Work for the ICO GPRS Main Supply Contract 01 Sept 1997 Draft Specific Inputs to Market Plan and Business Case for ICO GPRS 01 Sept 1997 Interim Review at HNS 08 Sept 1997 Air Interface Changes Notices Approved by ICO (Lower Levels) 15 Sept 1997 Air Interface Changes Notices Approved by ICO (Network Levels) 15 Sept 1997 Freezing of Common Air Interface by ICO 15 Sept 1997 Final Specific ICO GPRS Requirements Specification 06 Oct 1997 Final ICO GPRS Functional Requirements (GSM 02.60-based) 06 Oct 1997 Final Statement of Work for the ICO GPRS Main Supply Contract 06 Oct 1997 Final Specific Inputs to Market Plan and Business Case for ICO GPRS 06 Oct 1997 Final Review at HNS 13 Oct 1997
9-2 589 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) SCHEDULE SCENARIO 2 [DIAGRAM OF SCHEDULE SCENARIO 2] Figure 9-1. Applicable Schedule for a 1 July 1997 Start 590 TABLE 2. SPECIFIC ICO GPRS REQUIREMENTS SPECIFICATION OUTLINE (CONT.) 10.1.3.1 Asymmetric Interface 10.1.3.2 Simultaneous Transmit and Receive Using Diplexers 10.1.3.2 Protocols 10.1.4 Integrated Test Feature Requirements 10.1.5 Schedule Requirements 10.1.6 Target Price requirement 10.2 UDT Commercial Terminal (May be disclosed) 10.2.1 Terminal Types 10.2.2 User Interface and protocols 10.2.3 User features 10.2.4 Physical Requirements 10.2.5 Schedule Requirements 10.2.6 Target Price requirement 11.0 Network Management System Requirements The generic requirements of the standard network management model may be disclosed. The specific statistics, alarms, and reports generated by the HNS SBS and the Ericsson GPRS Switching equipment may not be disclosed. 11.1 SAN OSS 1l.2 Network Management Center 12.0 Satellite Resource Management Center Requirements (May be disclosed) 12.1 Power Management 12.2 Frequency and Timeslot Management 13.0 DCN Requirements (May be disclosed) 13.1 Interface 13.2 Capacity 14.0 Performance Requirements End to End performance requirements may be disclosed. Performance Requirements of the SBS, SGSN, and GGSN as generic blocks defined in Section 3. above may also be disclosed. Details in individual pieces of HNS or Ericsson equipment may not be disclosed. 14.1 Air Interface 14.2 SBS Delay Requirements 14.3 GPRS Infrastructure Requirements 14.3.1 QoS Support 14.4.3 Delay 15.0 ICO GPRS Capacity Requirements End to end capacity requirements may be disclosed. Capacity requirements of the SBS, SGSN, and GGSN as generic blocks defined in Section 3. Above may also be disclosed. Details in individual pieces of HNS or Ericsson equipment may not be disclosed. 16.0 Gb prime interface. The generic requirements of the Gb prime interface can be disclosed. These generic requirements are as follows: 1. The Gb Prime interface is based on ETSI GPRS Specifications 2. The Gb interface as defined in the ETSI GPRS Specifications will be modified to support the following functions: a) Paging in the ICO Satellite Constellation b) Multi-San Paging/Paging Escalation c) Service Area Dependent Services d) Optimization of the Inter-SGSN communications links for handover. 591 TABLE 3 STATEMENT OF WORK OUTLINE 1.0 Introduction (May be disclosed) 2.0 Statement of Work Contents (May be disclosed) 3.0 Applicable Documents(Ericsson/HNS design documents that may be referenced may not be disclosed). 4.0 Scope of Work (May be disclosed) 5.0 Contractor Deliverables to ICO (Ma not be disclosed) 6.0 ICO Deliverables to Contractor (May be disclosed) 7.0 Installation Site Conditions (May be disclosed) 8.0 Program Management and Implementation (May not be disclosed) 9.0 Training (May be disclosed) 10.0 Documentation (May be disclosed) 11.0 Site Working Arrangement (May be disclosed) 12.0 ICO GPRS Test Plans (May be disclosed) 13.0 End-to-End Data Transfer Demonstration (May be disclosed) 14.0 ICO GPRS Integration (May be disclosed) 15.0 ICO GPRS Acceptance Criteria (May be disclosed) 16.0 ICO GPRS System Support (May be disclosed) 17.0 Options (May not be disclosed) 17.1 ICO GPRS Air Interface Validation 17.2 ICO GPRS Channel Manager Loopback Load Tester 17.3 ICO GPRS UT Simulator 17.4 ICO GPRS System Simulator Annex 1 Contractor Deliverables (May Not be disclosed) Annex 2 ICO Services and Equipment (Details about HNS/Ericsson equipment may not be disclosed) Annex 3 Installation Site Conditions (May be disclosed) Annex 4 Program Management, Implementation, and Schedules (May not be disclosed) Annex 5 Training (May be disclosed) Annex 6 Documentation (May be disclosed) Annex 7 Site Working Arrangements (May be disclosed) Annex 8 A ICO GPRS Test Plan (May be disclosed) Annex 8 B ICO GPRS End-to-End Data Transfer Demonstration (May be disclosed) Annex 9 ICO GPRS Integration (May be disclosed) Annex 10 ICO GPRS Acceptance Criteria (May be disclosed) Annex 11 ICO GPRS Air Interface Signaling Protocol Validation (Option) May not be disclosed Annex 12 Channel Manager Loopback Load Tester (Option) May not be disclosed Annex 13 ICO GPRS UT Simulator (Option) May not be disclosed Annex 14 ICO GPRS System Simulator (Option) (May not be disclosed) BACKGROUND MATERIAL All background material developed either by ICO or the NEC consortium prior to or during the ICO GPRS Requirements Specification Development Contract shall remain the exclusive property of the originating party and may not be disclosed to any third parties without the permission of the originator. In addition none of the NEC consortium presentation material provided at the kickoff, Interim, and final reviews meetings or teleconferences may be disclosed. Other background material sent to ICO to elaborate or clarify a technical issue may not be disclosed. 592 CHANGE ORDER NO. 1 ATTACHMENT 2 DISCLOSABLE INFORMATION TABLE I. LIST OF DELIVERABLES TO ICO BY THE CONTRACTOR 1. ICO GPRS Functional Requirements (GSM 02.60 based) May be disclosed 2. Specific ICO GPRS Requirements Specification Mixed HNS/Ericsson Document Parts of this can be disclosed as defined in TABLE 2 below. 3. ICO GPRS Air Interface Change Request Package May be disclosed 4. Terms and Conditions for the ICO GPRS Main Supply Contract May not be disclosed 5. Statement of Work For the ICO GPRS Main Supply Contract Mixed HNS/Ericsson Document Parts of this can be disclosed as defined in TABLE 3 below 6. Specified Inputs to Market Plan and Business Case for ICO GPRS May not be disclosed 7. Price Proposal for the ICO GPRS System May not be disclosed 593 TABLE 2. SPECIFIC ICO GPRS REQUIREMENTS SPECIFICATION OUTLINE 1.0 General 1.1 Purpose and Scope (May be disclosed) 1.2 Document Overview (May be disclosed) 1.3 Related Documents (The related documents that are HNS and Ericsson design documents for the circuit system may not be disclosed) 1.4 Notation Conventions (May be disclosed) 2.0 Definitions and Acronyms (May be disclosed) 3.0 Architectural Overview (The high level view block diagram showing the overall system architecture may be disclosed.) 3.1 Overview (Diagram) 3.2 Description (Functionality) of NETWORK ELEMENTS (RFT, IDS, SBS, SGSN, GGSN, Public Network) 3.3 Interfaces Between Elements where the elements are at the level of RFT, IDS, SBS, SGSN, GGSN, Public network. 3.4 External Interfaces 4.0 Service Requirements (May be disclosed) 5.0 Air Interface Requirements (May be disclosed) 5.1 Overview 5.2 Modulation, Coding, and Range of Data Rates. Forward and Return 5.3 Forward Path to Spot Beams 5.3.1 Control Functions 5.3.2 Traffic 5.4 Return Path to Spot Beams 5.4.1 Control Functions 5.4.2 Traffic 6.0 Administration and Support Services (May be disclosed) 6.1 Charging including interfaces 6.2 Provisioning including interfaces 7.0 SBS Requirements (May be disclosed where the SBS is treated as a whole. No lower level component information will be disclosed.) 7.1 Equipment Requirements 7.2 Internal Interface Requirements (requirement impacts on other SBS components) 8.0 GPRS Switching Requirements 8.1 SGSN Node (Generic SGSN requirements may be disclosed. No lower level component information will be disclosed.)) 8.2 GGSN Node (Generic GGSN Requirement may be disclosed.) No lower level component information will be disclosed.) 8.3 O&M System for the GSN Nodes (The generic requirements of the standard network management model may be disclosed. The specific statistics, alarms, and reports generated by the Ericsson GPRS Switching equipment may not be disclosed. 8.4 Network Element Manager (May not be disclosed. This is specific to Ericsson) 8.5 Interfaces (May be disclosed, excluding internal interfaces) 8.6 Charging Records (May be disclosed) 9.0 RFT/IDS Requirements Releasable subject to agreements in the ICO circuit switch contract. The interface to the IDS will be disclosed. 10.0 User Data Terminal Requirements 10.1 UDT Prototype (May be disclosed) 10.1.1 Architectural Requirements 10.1.2 User Interface Requirements 10.1.3 Air Interface Requirements 594 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 8. The ICO GPRS shall also provide the following customer services: A. Data ciphering B. User confidentiality C. IP header compression D. Data compression E. Roaming to and from external GPRS systems(1) F. Static (permanently assigned) IP addresses (the IP address of a subscriber's UT is always in the same GGSN) G. Dynamic assignment of IP addresses. H. Subscriber Authentication NOTE: For addressing, GSM-GPRS allows a number of methods to assign both static and dynamic addresses. ICO-GPRS requires the same flexibility. 1.2 ADDRESSING REQUIREMENTS 1. UTs shall use IP addressing. 2. UT subscription shall be identified by the IMSI. 3. The UT equipment shall be identified by the IMEI. 4. The HLR shall contain the subscription information, such as IMSI and service profiles. In addition, storage of triplets for authentication and ciphering shall be done. S. The UT shall be externally addressable either via dynamic or static IP addresses. 6. The IP address shall be maintained as the UT roams within the ICO GPRS network with an activated context. 7. The ICO GPRS shall support IP Version 4 addressing. - ---------------------- (1) GPRS Roaming permits users to move between the ICO GPRS and external GPRS systems with a new GPRS attach in either system, i.e., as standardised for GPRS. 595 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) [DIAGRAM] FIGURE A-1. ICO GPRS - X.25 TRANSPORT 1.3 PUBLIC DATA NETWORK INTERFACE REQUIREMENTS 1. The ICO GPRS interface to public data networks shall support the following protocols: A. IP B. X.25 where the X.25 network is a bearer service for IP packets C. X.25 encapsulated in an IP packet See FIGURE A-I for the X.25 packet transfer modes in ICO GPRS. 1.4 GSM INTERFACE REQUIREMENTS 1. The provisioning database shall be in the ICO HLR. 2. The ICO GPRS shall support the following GPRS interfaces: Gp, Gi, Gs, Gn, and Gr and Gb 3. The Gb interface in GPRS shall be modified to meet the requirements of the ICO GPRS. The modified Gb interface is called the Gb' (Gb prime) interface. The physical level of the Gb' shall be an E1 line meeting G.703 and G.704. 596 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) APPENDIX A DRAFT REQUIREMENTS SPECIFICATION 597 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) APPENDIX A DRAFT REQUIREMENTS SPECIFICATION 1.0 GENERAL REQUIREMENTS These Functional Requirements were developed by the contractor and ICO during a preliminary study done by the contractor in response to the AX and B package items of the ICO Circuit Main Supply Contract. It is attached to this proposal for reference purposes. 1.1 SERVICE REQUIREMENTS 1. The ICO GPRS shall provide point-to-point service. 2. The ICO GPRS shall support IP traffic between the UT and terrestrial IP-based networks. 3. X.25 shall be supported. 4. The ICO GPRS shall support Class A, B, and C UTs: A. Class A - Supports simultaneous attach, simultaneous activation, simultaneous monitor, simultaneous invocation, and simultaneous traffic. The UT user can make and/or receive calls on the two services (GPRS and circuit switched) simultaneously subject to the QoS requirements. A minimum of one timeslot shall be available for each type of service (circuit switched and ICO GPRS) when required. B. Class B - Supports simultaneous attach, simultaneous activation, and simultaneous monitor. Supports only limited simultaneous invocation: ICO GPRS virtual circuits (ICO GPRS activation) shall not be cleared down due to invocation or traffic of circuit switched services, the status of the ICO GPRS virtual connection is then "busy or held." Simultaneous traffic shall not be supported. The UT user can make and/or receive calls on either of the two services sequentially but not simultaneously. The selection of the appropriate service is performed automatically. C. Class C - Supports only nonsimultaneous attach. Alternate use only. If both services (GPRS and circuit switched) are supported then a Class C UT can make and/or receive calls only from the manually or default selected service, i.e., either GPRS or circuit switched service. The status of the service that has not been selected is detached, i.e., not reachable. 5. The ICO GPRS shall support the following data rate services: A. 2.4 kbps to 9.6 kpbs (bit rate) low rate B. 14.4 kbps to 64 kbps (high rate) 6. The ICO GPRS shall support a low power or "sleep" mode in the UT based on the idle mode concept defined by the ICO circuit switched system. 7. Paging escalation shall be supported. 598 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 1.5 MOBILITY REQUIREMENTS 1. Mobility management functions shall keep track of the current location of a UT within the ICO network or within another GSM PLMN. 2. The system shall support roaming between SANs. 599 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 2.0 EQUIPMENT REQUIREMENTS 2.1 SIZING 1. The ICO GPRS system shall be supported in the following raw data rates per SAN subject to the bandwidth on the satellite and the power and frequencies available assigned by the SRMC: A. 1.0 Mbps (one channel manager) B. 2.0 Mbps (two channel managers) C. 3.0 Mbps (three channel managers) 2.2 SBS EQUIPMENT REQUIREMENTS 2.2.1 ICO GPRS CHANNEL MANAGERS AND CHANNEL UNITS 1. The ICO GPRS channel managers and channel units shall contain the physical, media access control (MAC), and radio link control (RLC) levels of the ICO GPRS Air Interface Protocol. 2.2.2 LOCAL SATELLITE RESOURCE MANAGEMENT SYSTEM 1. The LSRMS function for ICO GPRS shall run on the same platform as used by the ICO voice system. 2. LSRMS shall allocate ICO GPRS resources in real-time based on requests received from the UTs as indicated in the RACH message. 3. LSRMS shall allocate ICO GPRS resources from the pool of resources made available to it by the SRMC system for normal voice/data use. 4. LSRMS shall generate additional event and alarm information for ICO GPRS-type traffic to the network management elements. 5. LSRMS in conjunction with the radio resource layer shall compile statistics on each ICO GPRS allocation. Each data set shall contain information about the resources used by the ICO GPRS during its existence for use by network management systems. These data shall be transferred to the SAN OSS by the same mechanism as used for the circuit switched system. 2.2.3 SBS OMC 1. The SBS components providing ICO GPRS services are managed by the SBS OMC platform. The SBS OMC platform generic requirements for other ICO services, which are applicable for ICO GPRS, are described in the IGFR Version 25, 17 Feb 1997, Section 7.8.9. In this section, incremental requirements related to ICO GPRS are provided. 2. The ICO GPRS SBS equipment shall be managed by the same SBS OMC as the ICO voice system. 600 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 3. The SBS OMC shall manage the following SBS components providing ICO GPRS functionality: A. ICO GPRS channel managers B. ICO GPRS channel units C. Local satellite resource management system 4. The SBS OMC shall provide user interface to the operator in order to configure, control, process faults, monitor performance, and manage operator access. 5. The SBS OMC shall interface with the SAN-OSS and provide fault and performance data from the SBS equipment supporting ICO GPRS services. 6. The SBS OMC shall provide notifications for the following error conditions in the Channel manager and channel unit: equipment failure, software or processing failure, communication failure, operational state change. 7. The SBS OMC shall provide the following configuration services for the Channel Manager and Channel Unit: initialization, shutdown, preconfiguration, software downline load. 8. The SBS OMC shall provide the following configuration parameters for the Channel Units: element response time, performance statistics interval, supported beams. 9. The SBS OMC shall provide the following configuration parameters for each ChM: IP address, performance collection interval, supporting equipment list. 10. The SBS OMC shall support the configuration parameters for the air interface. 11. The SBS OMC shall collect performance data from the channel unit and channel manager. 12. The SBS OMC shall collect performance indicators for the air interface. 13. The SBS OMC shall control operator access to applications managing channel manager and channel units. 2.2.4 IF SUBSYSTEM 1. The ICO GPRS shall share the IF distribution system with the ICO circuit switched system with additional equipment added to support the additional channel units required for data. 2.3 GSN EQUIPMENT REQUIREMENTS 2.3.1 SGSN AND GGSN NODES The SGSN and GGSN equipment shall support the following: 1. Network access control functions (IP and X.25 as bearer network) 2. Packet routing and transfer functions 3. Mobility management functions 4. Logical link management functions 5. Charging functions 601 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 2.3.2 GSN OPERATIONS AND MAINTENANCE SYSTEM 1. The operation and maintenance system shall manage all GSN nodes 2. Management of the GSN network elements shall be supported 3. Fault management functions shall be provided 4. Performance management functions shall be provided 5. Configuration management shall be provided 6. An SNMP and HTTP interface shall be provided for operation and maintenance 7. The GSN operation and maintenance shall be able to send alarms to the SAN OSS through standard protocols 2.4 NETWORK ELEMENT MANAGER (NEM) REQUIREMENTS 1. Shall be a standard workstation including software for the GSN node operation support 2. It shall be possible to connect one NEM to several GSN nodes 3. The NEM shall have a graphical user interface based on Web technology 4. The OSS shall receive and process GSN alarms 5. The OSS shall receive and process GSN statistics. 2.5 NETWORK MANAGEMENT CENTRE (NMC) REQUIREMENTS 1. The NMC shall receive additional alarms defined for the ICO GPRS system 2.6 SAN OSS REQUIREMENTS 1. The SAN OSS shall receive additional alarms defined for the ICO GPRS system 2.7 SATELLITE RESOURCE MANAGEMENT CENTER REQUIREMENTS 1. The SRMC shall support a new type of traffic channel based on classmark for the support of packet data 2.8 RFT REQUIREMENTS 1. The ICO GPRS shall not have any impact on the RFT with respect to the total EIRP including voice/data and ICO GPRS carriers assuming the ICO system operates within the maximum EIRP specified in the RFT requirement document. 602 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) 3.0 CHARGING REQUIREMENT This section describes the charging requirements. 1. Charging shall be based on the GPRS standardization. 2. The ICO GPRS shall accumulate accounting data and forward it to the ADC for processing. The ADC is outside the scope of this requirements specification. 3. The charging/accounting data shall be forwarded to the ADC at a configurable interval, which is not less than 10 minutes. 4. The accounting data shall contain as a minimum the content of the data shown in TABLE A-1 and TABLE A-2. 5. Both the SGSN and GGSN nodes shall have the capability to provide charging data 6. The GPRS standardization currently only defines the general aspects of charging. However, the information below shall be seen as an input for further definition of charging requirements. TABLE A-1. ICO ACCOUNTING DATA HEADER
FIELDS SEMANTICS ------ --------- GSN IP address of GSN Start Time This field shall contain the date and time of day that the record was instantiated Segment Duration This field shall contain the number of seconds or the record statistics Sent Time This field shall contain the date and time of day that the record was sent to the ADC Sequence Number This field shall contain the record sequence number. It shall increment by 1 for each new record. The system shall preserve sequence number integrity.
603 PROPOSAL FOR ICO GPRS REQUIREMENTS HNS-11181 (6/97P) TABLE A-2. ICO ACCOUNTING DATA
FIELDS SEMANTICS - ------ --------- Home GGSN identifier IP address of the home GGSN UT address IP address of UT Dynamic assigned IP address Yes or no UT identifier (IMSI) Subscriber identifier UT equipment identifier (IMEI) Equipment identifier Traffic type This field shall indicate the type of accountable transactions that the UT did. It shall be one of - Attach - Detach - IP traffic - Reserved DATA ROW FIELDS FOR TRAFFIC DATA ONLY Sender/receiver address IP address of the entity with which the UT was communicating Source destination flag Indicates if the UT was the sender or receiver of the traffic Data packet count Data octet count Control packet count Control octet count Discard packet count ATTACH FIELDS FOR ATTACH DATA ONLY Date and time This field shall contain the date and time when the UT attached for data service Attach result This field shall contain the result code for Attach DETACH FIELDS FOR DETACH DATA ONLY Date and time This field shall contain the date and time when the UT detached for data service Detach result This field shall contain the result code for detach
604 Proposal for ICO GPRS Requirements HNS-11181 (6/97P) 4.0 AIR INTERFACE REQUIREMENTS 4.1 GENERAL AIR INTERFACE REQUIREMENTS 1. The ICO GPRS shall use the same common channel signaling channel units as the circuit switched system. 2. The RACH message format shall support an indicator that the request is for ICO GPRS data services. 3. A MAC level protocol shall be provided to support multiplex data for multiple UTs on the forward and return traffic channels. 4. ICO shall define the MAC Level protocol 5. The MAC layer shall support multifrequency/multislot UTs. 6. A radio link protocol shall be provided. 7. ICO shall define the radio link protocol. 8. The access grant channel and the SACCH shall support frequency and timing corrections to be sent to the UT. 9. A link level protocol with a selective retransmit facility shall be provided to ensure data integrity on the air interface link. 4.2 FREQUENCY REQUIREMENTS 1. The frequency control requirements for the ICO GPRS shall be the same as those for the ICO voice/data network. 2. The transfer of the frequency control information shall use the burst SACCH. 4.3 ICO GPRS PHYSICAL LAYER 4.3.1 INTRODUCTION This subsection describes the specifications and the requirements for the physical layer of ICO GPRS air interface. 1. The diversity over the physical layer air-interface shall not be supported for the ICO GPRS. 605 Proposal for ICO GPRS Requirements HNS-11181 (6/97P) 4.3.2 PHYSICAL LAYER SPECIFICATIONS 4.3.2.1 TIME-FRAME STRUCTURES 1. The ICO GPRS physical layer shall support the time-frame structures supported by the ICO voice/data network. 4.3.2.2 PREMODULATION PROCESSING 1. As in ICO voice/data network, the ICO GPRS physical layer shall support channel coding, interleaving, and burst formatting functions. 2. The burst-formats for the ICO GPRS shall be different from the current burst-formats defined in ICO-NET air interface documents. 3. The SACCH bits are not interleaved within the dedicated channel bursts. 4. The ICO GPRS shall support a separate burst for the SACCH. 4.3.2.3 MODULATION SCHEME AND DATA RATE 1. The modulation schemes for traffic and control channels of the ICO GPRS shall be the same as those for the ICO voice/data network. 4.3.2.4 CHANNEL MODEL 1. The ICO GPRS shall operate in additive white Gaussian noise (AWGN) condition. 2. The ICO GPRS shall not operate in the signal blockage environment. 3. The vehicular, maritime, and aeronautical terminals shall operate in Ricean fading conditions. 4. The Ricean K-factor shall be greater than [10 dB] for the ICO GPRS data terminals. 4.3.2.5 ICO GPRS HIGH RATE DATA 1. The ICO GPRS shall support higher data-rates using combination of TCH/3.6 bursts. If the rate at which the data is transmitted over the air-interface is not an integer multiple of 3.6 kbps, the dummy bits shall be inserted. The combination of TCH/3.6 shall be over multiple bursts either on a single carrier or on different carriers. The higher layers shall ensure a proper ordering of the transmitted and the received data over multiple bursts/carriers. 2. The details of the high rate data shall be subject to further study during the design phase contract. 606 Proposal for ICO GPRS Requirements HNS-11181 (6/97P) 4.3.3 ICO GPRS LAYER 1 AIR INTERFACE 4.3.3.1. PROTOCOL 1. The ICO GPRS shall share the common control channels with ICO voice/data network. 2. The ICO GPRS UT shall access the ICO GPRS traffic channel using random access Aloha protocol. There shall be a bit on the random access burst (RACH) indicating the request for ICO GPRS or ICO voice/data service. 3. The SAN shall determine the UT time delay and Doppler from the RACH burst. The SAN shall allocate the traffic channel to the UT on contention basis. 4. The UT shall begin packet data transmission on the allocated traffic channel after receiving the access grant burst (AGCH) from the SAN. 4.3.3.2 CHARACTERISTICS 1. The ICO GPRS traffic channel allocation shall be dynamic. The SAN shall be able to terminate the traffic channel allocated to a UT autonomously. 2. The SAN shall be able to allocate more than one timeslot to a UT. The number of timeslots allocated to the UT on the forward and the reverse links may not be always the same. 3. The ICO GPRS layer 1 shall not be required to ensure "make-before-break" handovers because of the packet switched data transfer. 4.3.3.3 ICO GPRS PHYSICAL LINK CONTROL 1. Time Control: The ICO GPRS time control scheme shall be the same as that for the ICO voice/data network. 2. Frequency Control: The ICO GPRS frequency control scheme shall be the same as that for the ICO voice/data network. 3. Power Control: The ICO GPRS power control scheme differs from that for the ICO voice/data network as follows: A. There shall be no forward link power control for the ICO GPRS. B. On the return link, the UT shall vary its transmitted power depending on its estimate of the path-loss. This estimate shall be based only on the forward link received power level. 607 Proposal for ICO GPRS Requirements HNS-11181 (6/97P) 5.0 MISCELLANEOUS REQUIREMENTS 5.1 OPEN INTERFACE DOCUMENTATION REQUIREMENTS This section defines the requirements for the interfaces that will become open documents for third parties to develop applications. 5.1.1 GENERAL REQUIREMENTS The following requirements apply to the open interfaces: 1. Open interfaces shall be maintained for three documents: A. Air interface specification. B. Gateway specification (GGSN to external networks). C. Interface to the administrative data center. 2. An open interface specification will be supported during the warranty period. Open interface support shall include: A. Correcting deficiencies. B. Releasing change notices. C. Releasing document updates. D. Responding to questions from ICO certified third parties (maximum of 15). 5.1.2 AIR INTERFACE 1. The satellite packet data network air interface control document will be written to the level of detail such that UT manufacturers can develop ICO UTs that will interoperate with the ICO-owned ground stations. 5.1.3 GATEWAY INTERFACE 1. The Gateway interface document shall describe the specific parameters required for each protocol to achieve optimum performance. 5.1.4 INTERFACE TO ADMINISTRATION DATA CENTER 1. The accounting interface for the transferring of charging data shall be documented as an open interface. 608 Author: Monica Horten at ICO2 Date: 23/02/98 13:27 Priority: Normal CC: Peter Poskett at LONTEC02 TO: Thomas Goerke at LONTEC02, George Wiginton at ICO1 Subject: Re[2]: GPRS quote George, I have just spoken to Claes Meltzer at Ericsson. Update as follows: Distribution report: he is still waiting for further information to be included, Will have it end of this week, expects to report to us beginning next week. Cd-Rom. I am told that all of the changes I have asked for are currently being implemented and a disk will leave Sweden tomorrow night by courier. On distribution: happy to basically say they have not delivered in a reasonable time, and forget it, although I suppose we should take a quick look at what they product. On Cd-Rom: if the new disk is still not acceptable, then would recommend we negotiate a reduced price with them. Am I expected to attend this meeting on Wed? Monica - -----------------------------Reply Separator----------------------------------- Subject: Re: GPRS quote Author: George Wiginton at ico1 Date: 22/02/98 15:29 Need to summarise situation ASAP. NEC has proposed a meeting on this w/c 23/2. George - -----------------------------Reply Separator----------------------------------- Subject: GPRS quote Author: Thomas Goerke at LONTEC02 Date: 12/02/98 10:00 George, I am currently in Norway attending a ETSI SMG4 meeting. I will discuss in detail with you on Tuesday what we should do with the GPRS quote. I suggest that we get feedback from Monica as to the status of the Commercial work, and what needs to be done. As Monica is leaving in 2 weeks time, we need to finalise this asap. Peter and I have agreed to do some quick costing to check if we have enough detail, next week. I think we should aim for Friday next week to give NEC feedback on the acceptance or non acceptance of all of their inputs. Tom PS Any further comment on the SOW etc. 609 Memo To: PP, MH, GW, CF From: Tom Goerke Date: 7th January 1998 Copy: K Smith ICO ICO GLOBAL COMMUNICATIONS 1 Queen Caroline Street Hammersmith London W6 9BN United Kingdom Subject: GPRS INTERNAL REVIEW MEETING MINUTES TEL +44 (O) 181 600 1000 FAX +44 (0) 181 600 1199 WEBSITE //www.ico.com LOCATION/DATE/PRESENT Room 25 QCS, January 7th 1998 P Poskett, M Horten, T Goerke, C Forsyth, G Wiginton AGENDA FOR MEETING Discuss status of deliverables from GPRS Study Contract Discuss how to proceed to finalise contract Discuss way forward MEETING SUMMARY There are two broad categories of issues relating to deliverables. They can be classed as either not officially received or received and unacceptable. Table 1 provides a summary of the deliverable documents and their status as of 7th January 1998. In summary, the following documents have not been officially delivered: 1. ICO GPRS Functional Requirements (GSM 02.60 based) (Note: Soft copy received which is acceptable) 2. Terms and Conditions for the ICO GPRS Main Supply Contract (Note: this is not needed in order for the NEC team to be paid) 3. Statement of Work for the ICU GPRS Main Supply Contract (Note: draft version received in hard copy only.) 4. Price Proposal Note that the commercial documents have not been delivered through the NEC Program Office due to their confidential nature. As such Ericsson have agreed to use the NEC file numbering system, but have delivered these documents directly to ICO. The following documents are not acceptable as is: 1. Statement of Work for the ICO GPRS Main Supply Contract 610 (Note: draft version received in hard copy only.) 2. Customer proposition report. Section missing on the "rating of further comparison.." Proposal for ICO GPRS, Revision 4.3, June 26, 1997 Section 6.2.2, second bullet, last sentence. (Note: the rest of the document is acceptable) 3. Distribution report and spreadsheet RECOMMENDATION It is recommended that: 1. A letter is drafted to NEC which specifies the status of all deliverable documents, including the contracted delivery date. 2. ICO discusses informally with NEC the options of non delivery of certain documents in return for non payment of the remaining balance (60%). 3. The date in clause 10.5.2 relating to key features should be extended by a minimum of 3 months in line with the delay in the supply of the deliverables. The following was agreed as a possible way forward in relation to outstanding documents: 1. Statement of work: ACCEPT AS IS IF PRICE REDUCTION AGREED. This document will be needed if we were to progress to a supply agreement, however this is unlikely to occur with the current teaming arrangement. 2. Terms and Conditions: TRADE NON DELIVERY FOR REDUCTION IN PRICE. This document will be needed if we were to progress to a supply agreement, however this is unlikely to occur with the current teaming arrangement. 3. Distribution Report: REQUEST THE NEC TEAM TO DELIVER ACCEPTABLE QUALITY REPORT OR TRADE NON DELIVERY FOR REDUCTION IN PRICE. 4. Customer proposition report. Section missing on the "rating of further comparison." Proposal for ICO GPRS, Revision 4.3, June 26, 1997 Section 6.2.2, second bullet, last sentence: TRADE NON DELIVERY FOR REDUCTION IN PRICE. 5. Price Proposal. THE NEC TEAM MUST DELIVER THIS DOCUMENT AND IT MUST BE OF ACCEPTABLE QUALITY. ICO requires this to gain an understanding of what the cost for the network will be. 611
Table 1 Summary of Deliverable Documents - ----------------------------------------------------------------------------------------------------------------------------------- DOCUMENT DESCRIPTION RECEIVED DOCUMENT DESCRIPTION REVIEWER COMMENT - ----------------------------------------------------------------------------------------------------------------------------------- DELIVERABLES - ---------------------------------------------------------------------------------------------------------------------------------- ICO GPRS Functional Requirements (GSM yes Soft copy received TG Acceptable consistent with contract. 02.60 based) Requires official version to be delivered through formal channels. - ----------------------------------------------------------------------------------------------------------------------------------- Specific ICO GPRS Requirements yes Hard/Soft copy received TG Acceptable consistent with contract. Specification Further work will be needed to refine this if were to contract with the NEC team. - ----------------------------------------------------------------------------------------------------------------------------------- ICO GPRS Air Interface Change Request yes Hard/Soft copy received AI Exec Acceptable consistent with contract. Package AI Exec team have stated that these CR do not need to be added at this stage. - ----------------------------------------------------------------------------------------------------------------------------------- Terms and Conditions for the ICO GPRS no Main Supply Contract - ----------------------------------------------------------------------------------------------------------------------------------- Statement of Work for the ICO GPRS Main yes Hard copy GW Have not received an official copy. Supply Contract Unofficial copy requires significant work. - ----------------------------------------------------------------------------------------------------------------------------------- Specified Inputs to Market Plan and Business Case for ICO GPRS - ----------------------------------------------------------------------------------------------------------------------------------- Customer proposition yes Hard/Soft copy received MH Acceptable consistent with contract. Section on technical comparison between CS and PS not included. - ----------------------------------------------------------------------------------------------------------------------------------- Market plan yes Hard/Soft copy received MIT Acceptable consistent with contract. - ----------------------------------------------------------------------------------------------------------------------------------- Market Forecasts yes Hard/Soft copy received MIA Acceptable consistent with contract. Note that the cash flow is not complete as costs have not been included. - -----------------------------------------------------------------------------------------------------------------------------------
612
- ----------------------------------------------------------------------------------------------------------------------------------- DOCUMENT DESCRIPTION RECEIVED DOCUMENT DESCRIPTION REVIEWER COMMENT - ----------------------------------------------------------------------------------------------------------------------------------- Distribution yes Hard/Soft copy received MH Not acceptable - ----------------------------------------------------------------------------------------------------------------------------------- Distribution Costs yes Hard/Soft copy received MH Not acceptable - ----------------------------------------------------------------------------------------------------------------------------------- CDROM yes CDROM received MH Prototype undergoing revisions. Confident of acceptable deliverable within 2 weeks. - ----------------------------------------------------------------------------------------------------------------------------------- Price Proposal no - ----------------------------------------------------------------------------------------------------------------------------------- SUPPORTING DOCUMENTS - ----------------------------------------------------------------------------------------------------------------------------------- ICO GPRS SBS Background Material Rev 1.0 yes Hard/Soft copy received TG Not a deliverable Acceptable - ----------------------------------------------------------------------------------------------------------------------------------- ICO GPRS UT Supporting Material Rev 1.0 yes Hard/Soft copy received TG Not a deliverable Acceptable - ----------------------------------------------------------------------------------------------------------------------------------- ICO GPRS Channel Coding Study yes Hard/Soft copy received TG Not a deliverable Acceptable - -----------------------------------------------------------------------------------------------------------------------------------
613
- ----------------------------------------------------------------------------------------------------------------------------------- DOCUMENT DESCRIPTION RECEIVED DOCUMENT DESCRIPTION REVIEWER COMMENT - ----------------------------------------------------------------------------------------------------------------------------------- Ericsson component only - ----------------------------------------------------------------------------------------------------------------------------------- SUPPORTING DOCUMENTS - ----------------------------------------------------------------------------------------------------------------------------------- ICO GPRS SBS Background Material Rev 1.0 yes Hard/Soft copy received TG Not a deliverable - ----------------------------------------------------------------------------------------------------------------------------------- ICO GPRS UT Supporting Material Rev 1.0 yes Hard/Soft copy received TG Not a deliverable - ----------------------------------------------------------------------------------------------------------------------------------- ICO GPRS Channel Coding Stud yes Hard/Soft copy received TG Acceptable - -----------------------------------------------------------------------------------------------------------------------------------
614
- ----------------------------------------------------------------------------------------------------------------------------------- DOCUMENT DESCRIPTION RECEIVED DOCUMENT DESCRIPTION REVIEWER COMMENT - ----------------------------------------------------------------------------------------------------------------------------------- DELIVERABLES - ---------------------------------------------------------------------------------------------------------------------------------- ICO GPRS Functional Requirements (GSM yes Soft copy received TG Acceptable 02.60 based) - ---------------------------------------------------------------------------------------------------------------------------------- Specific ICO GPRS Requirements yes Hard/Soft copy received TG Acceptable. Specification Further work will be needed to refine this if we progress to - ---------------------------------------------------------------------------------------------------------------------------------- ICO GPRS Air Interface Change Request yes Hard/Soft copy received Al Exec A1 Exec team have stated that these Package CR do not need to be added at this stage. (See KH email) - ---------------------------------------------------------------------------------------------------------------------------------- Terms and Conditions for the ICO GPRS no still waiting for this Main Supply Contract - ---------------------------------------------------------------------------------------------------------------------------------- Statement of Work for the ICO GPRS yes Hard copy GW Have not received an official copy. Main Supply Contract Unofficial copy requires significant work. - ---------------------------------------------------------------------------------------------------------------------------------- Specified Inputs to Market Plan and Business Case for ICO GPRS - ---------------------------------------------------------------------------------------------------------------------------------- Customer proposition yes Hard/Soft copy received MH complete; TG/TW to check simulation paper; otherwise acceptable. - ---------------------------------------------------------------------------------------------------------------------------------- Market plan report yes Hard/Soft copy received MH acceptable - ---------------------------------------------------------------------------------------------------------------------------------- Market Forecasts: spreadsheet yes Hard/Soft copy received MH incomplete - no costs/cash flow. - ---------------------------------------------------------------------------------------------------------------------------------- Distribution report yes Hard/Soft copy received MH not acceptable - ---------------------------------------------------------------------------------------------------------------------------------- Distribution Costs spreadsheet yes Hard/Soft copy received MH not acceptable - ---------------------------------------------------------------------------------------------------------------------------------- CDROM yes CDROM 1st prototype MH still working on prototype: due to received; second inputs from ICO, final product should prototype due 8.1.98. be acceptable, however, could be Final due when we are issues related to use of product by all happy with Ericsson. prototypes. - ---------------------------------------------------------------------------------------------------------------------------------- Price Pro seal no Have received verbal costs for - ----------------------------------------------------------------------------------------------------------------------------------
615 Memo To: From: Tom Goerke Date: 6th January 1998 ICO Copy: ISO Global Communication 1 Queen Caroline Street Hammersmith London W6 9BN United Kingdom Subject: GPRS CONTRACT COMPLETION Tel +44 (0)181 600 1000 Fax +44 (0)181 600 1199 Website //www.ico.com INTRODUCTION To further progress the development of a packet switched air interface and requisite network, ICO contracted NEC to study the development of this system to ensure that if required ICO could procure such as system in the future without causing any delay in the schedule for the voice and circuit switched system. The Study Contract started in June 1997 and was schedule for completion by November 1997. The major items for the study were as follows: o Ensure that the Air Interface can support a packet switched bearer o Understand the implications on the IGF if a PS network was to be procured o Develop Documents to enable a contract to be signed for delivery of the PS Network o Analyse the commercial factors relating to ICO GPRS. The contract was undertaken by NEC, HNS and Ericsson. HNS were responsible for the Air Interface, SAN impacts and User Terminals, and Ericsson for the switching components and impact on the current network elements. SUMMARY [Need to summarise along the lines that the contract has been successfully completed with all deliverables accounted for. The "hooks" have been put in place and we understand the impact (if any) on all the network elements if ICO GPRS was to be purchased. Our recommendation is that the price from the NEC team is too high, however we believe it is worth pursuing. Therefore to achieve a competitive price we believe we should progress to an RFP and seek bids from other parties. etc. etc.] 616 Presentations: ICO GPRS System Description and General Overview GPRS Final Review Meeting ICO GPRS O&M Requirements Administration and Support Services ICO GPRS Backbone Requirements Traffic Model Service Requirements Page 5 617 DETAILED SUMMARY OF CONTRACT DELIVERABLES. Page 2 618 TABLE OF CONTENTS
SECTION PAGE - ------- ---- 1. INTRODUCTION .................................................... 1 2. STATEMENT OF WORK CONTENTS ...................................... 1 3. APPLICABLE DOCUMENTS ............................................ 1 4. SCOPE OF WORK ................................................... 1 5. CONTRACTOR'S DELIVERABLES........................................ 2 6. INFORMATION, SERVICES AND EQUIPMENT ............................. 3 7. INSTALLATION SITE CONDITIONS .................................... 3 8. PROGRAM MANAGEMENT AND IMPLEMENTATION ........................... 3 9. TRAINING ........................................................ 3 10. DOCUMENTATION.................................................... 3 11. SITE WORKING ARRANGEMENT ........................................ 4 12. GPRS TEST PLAN .................................................. 4 13. ICO GPRS INTEGRATION ............................................ 4 14. GPRS ACCEPTANCE CRITERIA ........................................ 4 15. AIR INTERFACE SIGNALING PROTOCOL VALIDATION ..................... 4 16. IGF SYSTEM SUPPORT .............................................. 4
619 HNS-12498 STATEMENT OF WORK FOR THE ICO IGF MAIN SUPPLY CONTRACT GPRS CHANGE ORDER November 1997 620 1. INTRODUCTION This Statement of Work (SOW) provides for the development, manufacturing, testing, delivery and installation of a packet data service based on the GPRS standard of GSM and integrated into the ICO mobile satellite network. The definition of ICO SAN in this SOW is a SAN capable of both GPRS and operation. This work is incorporated into the IGF Supply Contract as a Change Order to that contract. 2. STATEMENT OF WORK CONTENTS The SOW for this change order follows the format of the SOW for the IGF Supply Contract. Some system requirements that appear in the IGF Supply SOW do not apply to this ICO GPRS subsystem procurement and are not included in the GPRS SOW. 3. APPLICABLE DOCUMENTS Documents applicable to the GPRS Supply SOW include: 3.1 ICO GPRS Requirements Specification (HNS-12463) 3.2 ICO GPRS 02.60 Specification 4. SCOPE OF WORK 4.1 The Works shall include the design, manufacture, factory testing, and delivery of the ICONET GPRS including installation, integration with ICO Ground Facilities (IGF), and site testing in accordance with Annexes 7 and 8 of this SOW. 4.2 The Works shall include an end-to-end demonstration of packet switched data services from a single standalone SAN (including GPRS capability and SGSN and GGSN) via the satellite and the terrestrial network in accordance ante with Annex 8 provided that the other ICO system elements (e.g., user terminals (UTs), IGF and satellite) are accepted and functioning correctly. 4.3 The Works shall also include, at ICO's selection, provision of engineering support and materials for ICONET integration of the GPRS with ICO's spate segment, terrestrial telecommunications networks, and ICO UTs in accordance with Annex 9. 4.4 The ICO GPRS will include: o ICO GPRS equipment and software to support traffic for 12 SAN sites located in 12 different countries. o Interface provisions for connecting ICO GPRS to SANS and for connecting SANS to terrestrial Networks and the NMC and backbone. o One GPRS UT prototype. 621 o Documentation. 4.5 The ICO GPRS will implement all the requirements set out in the ICO GPRS Requirements Specification Document, except for those marked therein as "F/R" or "Option." Compliance of the ICO GPRS with the ICO GPRS Requirements Specification shall be demonstrated by the Contractor as described in Annex 8. 4.6 HIGH-LEVEL SYSTEM DESCRIPTION 4.6.1 The Contractor shall modify and maintain the high-level system description (HLSD) for the ICO IGF consistent with the IGFR (revised) and the ICO GPRS Requirements Specification. 4.6.2 The Contractor shall maintain an adequately staffed system team to support the ICO GPRS so that, at all times, the ICO GPRS is internally consistent and complete. 4.6.3 The first complete version of the ICO GPRS Requirements Specification will be subject to review and approval by ICO and issued formally by the Contractor within 1 month after the completion of Level 2 acceptance of the GPRS. 4.6.4 The Contractor shall maintain the HLSD to incorporate the GPRS design, with a revised version being issued within 1 month after any system design review. 4.7 FUNCTIONAL DEFINITION DOCUMENTS 4.7.1 All documentation derived from any of the applicable documents referenced in the ICO GPRS Requirements Specification, shall be under configuration control, and full traceability shall be provided. All new and updated documentation shall be provided to ICO. 4.7.2 The schedule for the production of the GPRS ICDs will be as shown in the master level schedule. 4.7.3 The Contractor shall submit change requests for the Air Interface Specification to ICO, incorporating the requirements of the ICO GPRS. 5. CONTRACTOR'S DELIVERABLES 5.1 Annex 1 provides a detailed breakdown of the equipment and services to be provided by the Contractor. 5.2 Any revision to the quantities or services shall be subject to the formal Contract change procedures set out in Clause 9 of the Terms and Conditions of the IGF main supply contract. 5.3 The Contractor shall be responsible for the packaging, transportation, and delivery of the deliverables in accordance with Clauses 27 and 31 of the Terms and Conditions of the IGF main supply contract. 622 6. INFORMATION, SERVICES, AND EQUIPMENT 6.1 Annex 2 provides a detailed breakdown of the information, services, and equipment to be provided by ICO except for installation site conditions, which are included in Annex 3. 6.2 Annex 2 also identifies the milestone dates that such information, services, and equipment are to be made available to the Contractor. (TBD) 7. INSTALLATION SITE CONDITIONS 7.1 Annex 3 identifies the installation site conditions, including services and equipment to be provided by ICO. 7.2 Access to each site shall be made available for the specific purpose of allowing the Contractor to inspect the site conditions and buildings and verify the installation design before the formal ready-for-access date. 8. PROGRAM MANAGEMENT AND IMPLEMENTATION 8.1 Annex 4 of the IGFR Main Supply Contract identifies the Contractor's obligations for program management tasks including quality assurance and the master level schedule, which the Contractor shall modify to incorporate, the GPRS supply WBS and schedule. 9. TRAINING 9.1 Annex 5 of this amendment sets out the scope of the ICO GPRS training courses that the Contractor shall provide. 9.2 The training shall be conducted in the English language. 9.3 ICO and the Contractor shall work closely together to develop a training program that ensures availability of trained ICO staff at the time when O&M services are required. 9.4 Any changes in the training syllabus, numbers of staff members to be trained, and training locations shall be subject to the formal contract change control procedures set out in Clause 9 of the Terms and Conditions of the IGFR Supply Contract as amended for ICO GPRS. 10. DOCUMENTATION 10.1 Annex 6 states the requirements for deliverable documentation of the GPRS supply program. 11. SITE WORKING ARRANGEMENT 11.1 Annex 7 states the responsibilities and work practices of contractors accessing the SAN sites for installing, integrating, and testing the GPRS. 623 12. GPRS TEST PLAN 12.1 Annex 8 states the test requirements of the GPRS supply program and associated end-to-end service demonstration. Phase 2-2 site acceptance testing of the GPRS will begin after Level-1 acceptance of the other IGF equipment and systems at that site. 13. ICO GPRS INTEGRATION 13.1 Annex 9 states the requirements for integrating the GPRS with the other IGF subsystems. 14. GPRS ACCEPTANCE CRITERIA 14.1 Annex 10 states the criteria for acceptance of the GPRS. 15. AIR INTERFACE SIGNALING PROTOCOL VALIDATION 15.1 Annex 11 states the requirements for incorporating the GPRS into the IGF Air Interface Validation process (optional). 16. IGF SYSTEM SUPPORT 16.1 The following shall be made available upon the request of ICO, as set out in the agreement. Delivery of equipment, software, and services to increase the system capacity to meet demand as specifically ordered by ICO under the terms of the agreement. 624 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. GENERAL ......................................................... A1-2 2. DELIVERABLE DOCUMENTATION........................................ A1-2 3. MAJOR SUBSYSTEMS OF THE ICO GPRS SYSTEM ......................... Al-2 4. OPTIONS ......................................................... Al-3 5. OPTIONAL SUPPORT SERVICES AND EXTENDED WARRANTY.................. A1-4 6. DELIVERABLE FUNCTIONS AND FEATURES .............................. Al-7 7. DELIVERABLE EQUIPMENT ........................................... A1-7 8. DELIVERABLE SERVICES............................................. A1-7 9. SITE INSTALLATION DELIVERABLES .................................. A1-7 10. SYSTEM CONFIGURATION INFORMATION ................................ Al-8
625 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- ICO GPRS specific equipment shall include: 1. Twelve ICO GPRS with each site containing: o One channel manager and associated software o Four channel units and associated software o Hardware enhancements to the CDS and IDS o Hardware enhancements to LSRMS at each SAN site o ICO GPRS-related software enhancements to the following at each SAN site: - LSRMS - SBS-OMC 2. SGSN(s) installed at sites specified by ICO (Quantity TBD) 3. GGSN(s) installed at sites specified by ICO (Quantity TBD) 4. Modification to HLR, MSSC/VLR to support ICO GPRS 5. Software enhancements to SAN management system 6. Intro-SAN subsystem connection and cabling and intermediate distribution frame 7. Software enhancements to network management center 8. ICO GPRS test fixtures/test equipment as specified in the ICO GPRS price proposal. 9. System integration support facility 10. Set of spares as specified in the ICO GPRS price proposal. 11. Special purpose test equipment as defined in Annex 2 and Annex 9 of this SOW 12. Channel manager loopback 13. GPRS UT prototype compliant to the GPRS Requirements Specification 14. Frame Relay Switches as specified by ICO. 15. Backbone equipment as specified by ICO. 4. OPTIONS The following items are separately deliverable at ICO's option provided that the option for each is exercised within 120 days of the date of this Supply Agreement: 1. DC UPS for the ICO GPRS 626 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- 1. GENERAL This Annex describes the Deliverables that the Contractor will provide to ICO. The structure of this Annex is as follows: 1.1 Section 2 describes the deliverable documentation 1.2 Section 3 describes the deliverable major subsystems of the GPRS 1.3 Section 4 describes the options that ICO may exercise after execution of this contract change order 1.4 Section 5 describes the optional support and warranty services 1.5 Section 6 describes the performance and capacity requirements of the Deliverables 1.6 Section 7 describes the deliverable functions and features 1.7 Section 8 describes the detailed equipment list 1.8 Section 9 describes the services that shall be delivered 1.9 Section 10 describes information to be provided by the Contractor regarding the site installation conditions 1.10 Section 11 describes the IGF configuration data to be provided by the Contractor 2. DELIVERABLE DOCUMENTATION The Contractor will deliver all documentation shown in Annex 6. 3. MAJOR SUBSYSTEMS OF THE ICO GPRS SYSTEM The Contractor's deliverables shall together provide the functionality specified in ICO GPRS Requirements Specification. The deliverables include equipment specific to ICO GPRS along with software/hardware enhancements to the existing circuit switched system for meeting the requirements specified. 627 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- 2. Training 3. Freight and insurance 4. CE mark compliance 5. Basic expansion units 6. ICO GPRS Air Interface Protocol validation 7. Extended support services 5. OPTIONAL SUPPORT SERVICES AND EXTENDED WARRANTY 5.1 ADDITIONAL SUPPORT SERVICES DURING THE WARRANTY PERIOD 5.1.1 Upon election by ICO not later than 6 months before the scheduled commencement of the warranty period specified in Clause 40 of the Agreement, the Contractor will provide GPRS Deluxe Support Services as described in Subsection 5.3. 5.2 ADDITIONAL SUPPORT SERVICES DURING THE POST-WARRANTY PERIOD 5.2.1 EXTENDED BASIC WARRANTY 5.2.1.1 After completion of the Warranty Period specified in clause 40 of the IGF Agreement as modified for GPRS, the warranty condition of clause 40 of the Agreement may be extended on an annual basis for the GPRS. 5.2.1.2 ICO may elect to receive extended basic warranty services upon written notice to the Contractor not later than 3 months prior to the completion of the warranty period specified in clause 40 of this Change Order or in any subsequent period of extended basic warranty services. 5.2.1.3 The ICO election(s) to receive basic warranty services shall be continuous, without break in the periods of election. 628 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- 5.2.2 EXTENDED GPRS DELUXE SUPPORT SERVICES 5.2.2.1 Provided ICO has elected to receive GPRS Deluxe Support Service in accordance with Paragraph 5.1.1 above, ICO may elect to continue to receive GPRS Deluxe Services upon written notice to the Contractor or the provider of the Deluxe Support Services, given not later than 3 months prior to the completion of the initial service period, or any subsequent renewals thereof. Such GPRS Deluxe Support Service shall be provided in 2-year periods of service. The ICO election(s) to receive GPRS Deluxe Support Services shall be continuous without interruptions in the periods of election. 5.3 GPRS DELUXE SUPPORT SERVICES 5.3.1 The Deluxe Support for GPRS provides a full period Customer Assistance Center (CAC) on call 24 hours a day, 7 days a week for all SAN locations. Additionally, manufacturer will maintain a team of experts dedicated to ICO for troubleshooting and support services of all GPRS manufacturer-supplied equipment. Under the DELUXE support maintenance agreement, GPRS manufacturer technical staff at the manufacturer's engineering center, dispatched to ICO locations as required or temporarily placed at selected locations will maintain capability of the GPRS manufacturer-supplied equipment, including: i. Fault isolation and service restoration, in cooperation with the ICO technical staff. ii. Problem investigation and problem resolution in cooperation with the GPRS manufacturer support team at the manufacturer's engineering center. iii. Creation and reporting on trouble ticket system for GPRS equipment. iv. System engineering for planning system extensions, and traffic sizing. 5.3.2 If ICO elects to exercise this option, the parties will agree on a definitive scope of work consistent with the basis identified above, which may include resident GPRS support staff at ICO selected locations. 5.3.3 The contractor shall provide GPRS Deluxe Support Services, which comprises Systems Services, the content of which includes: i. System Maintenance (as described in Section 5.4) ii. Spares Replenishment 5.4 SYSTEM MAINTENANCE System maintenance comprises the following services. 629 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- 5.4.1 EMERGENCY SERVICES The Contractor shall at any time in an emergency situation, when requested by ICO, provide ICO with the Emergency Services consisting of telephone support and onsite support. Emergency service is defined as the network being incapable of carrying at least 80% of its rated traffic or being incapable of collecting billing information. 5.4.2 TROUBLE REPORT HANDLING SERVICES/TROUBLE REPORT GUIDELINE The Contractor shall provide ICO with Trouble Report Handling Services relating to ICO GPRS. 5.4.3 SOFTWARE UPDATE SERVICE Any part of the Software found to cause a measurable deviation from the software functionality, and which is not of an emergency character shall be corrected by supplying software updates to ICO in accordance with the schedule supplied by the Contractor in its Trouble Report Answer. New or updated documentation on software updates will be furnished to ICO free of charge. The contractor shall implement and/or install, free of charge, the corrected software, supplied in accordance with the Software Update Services, on one SAN Site. ICO shall perform and be responsible for the implementation and/or installation on the rest of the SAN, SRMC or NMC Sites. 5.4.4 CONSULTATION SERVICES The contractor shall perform consultation services, mainly consisting of answers and recommendations due to general system operation and maintenance routine inquiries identified by ICO's support personnel. This shall be done during normal business hours for the contractor. 5.4.5 SPARES REPLENISHMENT The contractor shall replenish Spares acquired with the initial or subsequent GPRS equipment procurement during the Deluxe warranty period. 5.4.6 EXCLUDED HARDWARE AND SOFTWARE 5.4.6.1 The system services do not cover hardware or software that is damaged due to ICO's or any third-parties' misuse or mishandling, packing, repairs or attempted modifications. 630 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- 5.4.6.2 The system services shall not apply to any failure caused by modification of the hardware or software without the Contractor's written approval and failures caused by interworking equipment not supplied under the Agreement. 5.4.6.3 Consumable parts such as lamps, fuses, batteries, are excluded from the system services. 6. DELIVERABLE FUNCTIONS AND FEATURES The Contractor shall deliver the ICO GPRS system with all of the associated equipment and facilities including necessary software so that the functions and features as described in the ICO GPRS Requirements Specification, will operate as specified. The capacity of the GPRS initial installation shall be (TBD). The capacity of the GPRS expansion blocks shall be (TBD). The schedule for delivery, installation, commissioning, integration and testing of the equipment and its integration into the total IGF is set forth in Annex 4 of this SOW. 7. DELIVERABLE EQUIPMENT 7.1 The deliverable equipment is as specified in the price proposal. 8. DELIVERABLE SERVICES 8.1. The Contractor shall install, integrate, test, and hand over to ICO all GPRS elements at 12 SAN sites. 8.2 The contractor shall provide training program as defined in Annex 5 of the GPRS SOW. 9. SITE INSTALLATION DELIVERABLES The Contractor shall provide: 9.1 Specifications defining all of the interface points and the associated interface conditions far all equipment supplied in accordance with a schedule to be agreed at the PDR. 9.2 The specification of the power consumption, including, but not limited to start-up and normal operating loads and required no-fuse-breaker capacities and quantities for all of the equipment that will 631 - -------------------------------------------------------------------------------- [LOGO] Annex 1 - Contractor's GPRS Deliverables - -------------------------------------------------------------------------------- be supplied by the Contractor and for future expansion of the equipment, in accordance with the NEC-provided Equipment List, within 1 month of contract signature. 9.3 The specification of Equipment heat dissipation for all items of equipment that will be supplied by the Contractor and for future expansion of the Equipment, in accordance with the NEC-provided Equipment List, within 1 month of contract signature. 9.4 Certifications, where required, to confirm that all the equipment supplied for use in the country meets all local and federal regulations and or standards applicable in that country. Certification of ETSI CE mark, if required, is subject to execution of an associated contract option. 10. SYSTEM CONFIGURATION INFORMATION ICO shall provide the configuration information in the format defined by the Contractor. The Contractor shall configure the equipment as per the supplied configuration information and shall provide ICO the details of the configuration in an agreed-upon form at handover. 632 - -------------------------------------------------------------------------------- [LOGO] Annex 2 - Services and Equipment - -------------------------------------------------------------------------------- Provided by ICO TABLE OF CONTENTS l. GENERAL .................................................... A2-2 2. INFORMATION TO BE PROVIDED BY ICO ......................... A2-2 3. SERVICES TO BE PROVIDED BY ICO ............................. A2-2 4. EQUIPMENT TO BE PROVIDED BY ICO ............................ A2-2
633 - -------------------------------------------------------------------------------- [LOGO] Annex 2 - Services and Equipment - -------------------------------------------------------------------------------- I. GENERAL ICO shall be responsible for the provision of the following information, services and equipment, by the specified dates shown in Appendix 1. 2. INFORMATION TO BE PROVIDED BY ICO o Refined traffic model for initial GPRS service o SGSN and GGSN quantities and site locations o ICO 04.60.A1 ICO Radio Link Control (RLC) Specification o ICO 104.60.A2 ICO Media Access Control (MAC) Specification o All other Air Interface specifications that may need modifications. o Requirements of backbone and frame relay networks and related connectivity. 3. SERVICES TO BE PROVIDED BY ICO ICO shall be responsible for providing the following: 3.1 Inter-Site SAN E1 digital communication links, terminated on a Data Distribution Frame (DDF), prior to the commencement of Phase 2-2 Integration testing at each SAN site. The quantity of intersite SAN E1 digital communication links required by the contractor, will be confirmed no later than the Final System Design Review. 3.2 Digital communication links from SAN to point of interconnect (i.e., to backbone and other public data networks), terminated on a DDF, prior to the commencement of GPRS Phase 2-2 Integration testing at each SAN site. The quantity of digital communication links, required by the Contractor, will be confirmed no later than the Final System Design Review. 3.3 Digital communications links, terminated on a DDF, between SANS and NMC. The quantity of digital communications links, required by the Contractor, will be confirmed no later than the Final System Design Review. 3.4 Free assignment and use of SAN and ICO satellite air time and inter-site circuits, as necessary and relevant to the job, for the duration of the ICONET setup and testing, by the Contractor. 4. EQUIPMENT TO BE PROVIDED BY ICO ICO shall be responsible for providing the following: 634 - -------------------------------------------------------------------------------- [LOGO] Annex 2 - Services and Equipment - -------------------------------------------------------------------------------- 4.1 Test equipment as listed in TABLE 2-1 at each SAN, for the duration of the installation and Test period in accordance with the Master Level Schedule, Annex 4.
- ------------------------------------------------------------------------------------ NO. TEST EQUIPMENT MODEL NO. QTY. REMARKS - --- -------------- --------- ---- ------- - ------------------------------------------------------------------------------------ Standard Test Equipment 1 Spectrum Analyzer HP 8563E Option 006 1 Set 2 Microwave Counter HP 5350B 1 Set 3 Power Meter HP 437B 1 Set 4 Power Sensor for Power Meter HP 8481A 1 Set 5 Scalar Network Analyzer HP 8757D 1 Set HP 85025A 2 Sets 6 RF Sweep Generator HP 8350B 1 Set HP 83595C 1 Set 7 Digital Multimeter HP 34401A 1 Set 8 RF Step Attenuator 10 dB Step HP 849B 1 Set 9 RF Step Attenuator 1 dB Step HP 8495B 1 Set 10 Microwave Link Analyzer ME 4501B 1 Set 11 Printer YS-11841H 1 Set 12 Coaxial Attenuator Set HP 11582A 1 Set 13 Coaxial Coupler (2 dB) HP 773D 1 Set 14 RF Coaxial Hybrid HP 11667A 1 Set 15 IF Coaxial Hybrid TBA 1 Set 16 Digital Storage Oscilloscope (50 HP54520A 2 Sets MHz) 17 Logic Analyzer (100 MHz, 32 HP 16500B 1 Set Channels) 18 LAN Analyzer TBA 1 Set 19 Protocol Analyzer Siemens K1103 1 Set 20 El/T1 Test Set TTC T Berd 209A 1 Set 21 PC TBA 1 Set 22 Ethernet Sniffer PT - 85EN/TJ 1 Set 23 ISDN Tester TBA 1 Set 24 Data Logger TBA 1 Set 25 Power Analyzer TBA 1 Set - ------------------------------------------------------------------------------------ Special Test Equipment 1 Satellite Channel Simulator N/A 1 Set 2 PCS Checker N/A 1 Set - ------------------------------------------------------------------------------------
TABLE 2-1 TEST EQUIPMENT FOR EACH SAN SITE 635 - -------------------------------------------------------------------------------- [LOGO] Annex 3 - Installation Site Conditions for GPRS - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. GENERAL .......................................... A3-2
636 - -------------------------------------------------------------------------------- [LOGO] Annex 3 - Installation Site Conditions for GPRS - -------------------------------------------------------------------------------- 1. GENERAL The requirements of the IGF SOW, Annex 3 Sections 4 through 8 and Appendices 1 through 4 shall apply as appropriate for the GPRS installations. 637 Annex 4 - Program Management and Implementation for the GPRS Supply TABLE OF CONTENTS 1. PROGRAM MANAGEMENT .............................................. A4-2 2. MEETINGS ........................................................ A4-3 3. REPORTING ....................................................... A4-5 4. CHANGE PROCESS .................................................. A4-6 5. QUALITY ASSURANCE ............................................... A4-6 APPENDIX 1 .......................................................... A4-7
638 - -------------------------------------------------------------------------------- Annex 4 - Program Management and [LOGO] Implementation for the GPRS Supply - -------------------------------------------------------------------------------- 1. PROGRAM MANAGEMENT 1.1 PURPOSE This Annex sets out the scope of work related to the Program Management and identifies the GPRS supply schedule to be incorporated into the master level schedule. 1.2 Scope 1.2.1 The Contractor shall establish a Program Office in London (the "Program Office"). 1.2.2 The Program Office shall provide the prime interface with ICO and shall be responsible for ensuring that the program is carried out in accordance with this Agreement. 1.2.3 The Contractor shall establish, implement, and maintain, during the course of this Agreement, a project control system and process that will ensure effective management. 1.2.4 The Program Management Plan, Document WG7-PL-60041, describes the program management process, the NEC team program, project and management structure of the NEC team, and any subcontractor and is included as reference 1 to TABLE 1 of Annex 6 of this SOW. 1.2.5 The Program Management Plan, Document WG7-PL-60041, shall be updated from time to time to reflect any changes. 1.2.6 The NEC Team Program Office project control system and management process shall include but not be limited to the following areas: - Establish and maintain Contractor program office - Project administration - Schedule planning and control - Project resources and organizations - Project review and progress reporting - Problem reporting and tracking - Technical management and system engineering - Risk management and reporting - Quality assurance - Configuration management - Financial reporting 639 - -------------------------------------------------------------------------------- Annex 4 - Program Management and [LOGO] Implementation for the GPRS Supply - -------------------------------------------------------------------------------- 1.2.7 The GPRS Supply Schedule, as attached to this Annex, reflects the baseline schedule for management and implementation of the project at the time of contract signature. It will be reviewed regularly by the Project Review Meeting (PRM) and revised throughout the life of the project to reflect changing schedule requirements. The MLS is subject to the following caveats; - Subsystem PDR and FDR dates to be reviewed to correlate with the System PDR and FDR. - PDR and FDR dates to be agreed upon for the special test equipment. 2. MEETINGS The Contractor shall conduct the following meetings. 2.1 PRELIMINARY DESIGN REVIEW (PDR) MEETING The purpose of the PDR is to inform ICO on the baseline concept, configuration, and design. It establishes the general compatibility and sizing of internal and external interfaces of the GPRS. The selected design concept and its feasibility shall be presented together with a tradeoff analysis if any is required. Partitioning of the requirements into further subsystem and equipment elements must be presented for review. The Contractor shall identify at least the following: - Compliance with the ICO GPRS Requirements Specification - The interfaces to other systems and subsystems and assumed functions of those subsystems - The system and subsystem design concept including breakdown into major equipment blocks, the interfaces among such blocks of equipment, and equipment sizing - Descriptions of key procedures with sequence charts and logic diagrams, if applicable, for the system, also showing interactions with other subsystems - The impact on requirements for external interfaces of the IGF, including the Air Interface - Report progress of work for the preparation of documentation for Phase 1 and Phase 2.1 GPRS testing 640 - -------------------------------------------------------------------------------- Annex 4 - Program Management and [LOGO] Implementation for the GPRS Supply - -------------------------------------------------------------------------------- For the relevant section in the ICO GPRS Requirements Specification, the Contractor shall identify highlights, problems and difficulties, and any differences from the existing concepts. The Contractor shall indicate how it is intended to resolve any identified problem. Completion of the PDR establishes the initial design baseline and permits the detailed design to proceed with minimum risk of major changes being required later. 2.2 FINAL DESIGN REVIEW (FDR) MEETING The purpose of the FDR is to demonstrate to ICO that the baseline design of GPRS is complete. It verifies the compatibility of the interfaces and the compliance of the system and subsystems with the IGFR and with the design and performance established at the PDR based on appropriate engineering model tests, or design studies analyses. It also verifies the compatibility with the overall IGF system design. The review further establishes the adequacy of plans and preparation for integration, test and operation of the GPRS system. The Contractor shall refine and confirm the details presented at the PDR. The Contractor shall describe the way in which each of the subsystem and IGF system level issues identified before, during, and after the PDR have been resolved. The Contractor shall report the progress of work for the preparation of documentation of Phase 1 and Phase 2.1 GPRS testing. After completion of the FDR the baseline design shall be frozen. 2.3 COORDINATION OF REVIEW MEETINGS Prior to any given PDR or FDR, the responsible Subsystem or System Contractor shall coordinate with ICO to discuss issue and agree on expectations of the Review, including agenda, participation, location, and the level of details to be addressed. 2.4 SCHEDULE FOR REVIEW MEETINGS The schedule for review meetings will be agreed upon between the Contractor and ICO. 2.5 FORMAL PROGRAM REVIEW MEETINGS (PRMS) In addition, formal Program Review Meetings (PRMs) will be held with ICO on a monthly basis. The Contractor will prepare and present to ICO a status report for all program activities which will identify progress to date, risks, and issues and identify the work plan and milestones for the next period. 2.6 ICO may participate in the Contractor's Internal Review Meetings and at its own discretion, observe all Status and Design Reviews that the Contractor may require from its subcontractors. ICO shall bear all the travel and associated costs for its own staff. 641 - -------------------------------------------------------------------------------- Annex 4 - Program Management and [LOGO] Implementation for the GPRS Supply - -------------------------------------------------------------------------------- 2.7 All relevant meeting documentation, including meeting agendas, shall be made available to ICO in accordance with Annex 6, TABLE 1. The review meeting reports shall record all agreements and action items, with target completion dates, agreed between the Contractor and ICO during the relevant review meeting. 2.8 All material shall be provided in English. All documentation, test results, and reports shall be presented in a manner consistent with good commercial practice in content and quality of material, as well as reproduction. ITU terminology and SI units, where possible, shall be used in all technical and operational documentation and drawings. 2.9 Further reviews may be necessary from time to time to address progress or technical issues in critical or high risk areas; these will be agreed upon with ICO as required. 3. REPORTING The content of the monthly report presented to the Program Review Meetings (PRMs) shall be: i) Progress achieved since the previous report ii) Problems encountered and resolution plan iii) Items or information required from ICO iv) Updated schedule (including activities of subcontractors) v) Reviews status (including reviews by subcontractors) vi) Action items status and resolution vii) Work planned for the upcoming month viii) Tests, including tests by subcontractors, planned for the coming month ix) Review major/critical risks and action plans 3.1 In addition to the monthly report on project progress, the Contractor will submit to ICO other reports as identified in Annex 6, Contract Documentation, and as required by this SOW. 3.2 Action items, issues and risks shall be tracked throughout the duration of the contract databases uniquely identifying each action item, issue, and risk shall be maintained. Each item shall include a description, originator, action, date raised, action plan, due date for completion, status and actual completion date. The Program Office shall be responsible for action items arising from the overall program and system design reviews and the appropriate contractor shall be responsible for action items arising from the relevant subsystem reviews. 642 - -------------------------------------------------------------------------------- Annex 4 - Program Management and [LOGO] Implementation for the GPRS Supply - -------------------------------------------------------------------------------- 4. CHANGE PROCESS 4.1 The Contractor shall set up and maintain a Change Control Board (CCB), which shall be responsible for the processing of any proposed changes between the members of the Contractor's team. 4.2 The CCB shall also be responsible for the implementation of changes to this Agreement. 4.3 ICO representatives shall be members of the CCB. 5. QUALITY ASSURANCE 5.1 The Contractor shall at all times maintain ISO 9001 accreditation. In addition, the Contractor shall prepare ICO-specific quality assurance plans ("Quality Assurance Plans"), which demonstrate ISO 9441 compliance, the necessary quality assurance practice, procedure, process and standards to the satisfaction of ICO. 5.2 The Program Office shall be responsible for ensuring that the Quality Assurance Plans are prepared, submitted to ICO for approval, implemented and that such procedures, process, and standards, etc., are maintained. The Quality Assurance Plans are referenced in TABLE I of Annex 6 of this SOW and their scheduled delivery contained on the Master Level Schedule in Appendix 1 to this Annex. 643 - -------------------------------------------------------------------------------- Annex 4 - Program Management and [LOGO] Implementation for the GPRS Supply - -------------------------------------------------------------------------------- APPENDIX 1 TO GPRS SOW ANNEX-4 GPRS SUPPLY SCHEDULE
ID NO. TASK NAME START FINISH ------ --------- ----- ------ XXO EDC (Note 1) 02-Jan-98 - XX1 PDR 07-Jul-98 10-Jul-98 XX2 FDR 10-Jan-99 15-Jan-99 XX3 Hardware Production Acquisition 02-Jan-99 01-Oct-99 XX4 Implementation 02-Jul-98 01-Mar-00 XX5 Phase-1 Testing 01-Nov-99 01-Mar-00 XX6 Ship to site (2 per month) 02-Oct-99 02-Mar-00 XX7 Onsite (2 per month) 02-Nov-99 02-Apr-00 XX8 Installation + Phase 2-1 (2 per month) 02-Jan-04 02-Jul-00 XX9 Phase 2-2 Test Complete (2 per month) 02-Mar-00 02-Sep-00 XX10 Phase-3 Testing 03-Sep-00 03-Mar-01
Note 1 In the event that ICO elects a delayed delivery schedule for the GPRS, all dates listed above shall be delayed accordingly. 644 - -------------------------------------------------------------------------------- [LOGO] Annex 5 - GPRS Training - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. GENERAL ................................................................ A5-2 2. COURSE 1- OPERATION AND MAINTENANCE ...................................... A5-2 3. COURSE 2 - ICO INSTRUCTOR'S TRAINING ................................... A5-3 4. COURSE 3 - SYSTEM ARCHITECTURE AND OPERATION AND MAINTENANCE ........... A5-3 5. GENERAL TRAINING CONDITIONS ............................................ A5-4
645 - -------------------------------------------------------------------------------- [LOGO] Annex 5 - GPRS Training - -------------------------------------------------------------------------------- 1. GENERAL 1.1 This Annex sets out the scope of the training courses for the ICO staff. 1.2 The training courses are summarized below: 1.2.1 On-site Operation and Maintenance Course at each SAN site 1.2.2 ICO Training Instructor Course at one SAN site and one NMC site 1.2.3 System Architecture and Operation and Maintenance Course at an NMC 1.3 The Contractor in conjunction with ICO will develop a detailed training plan within 6 months of execution of this Agreement. 1.4 ICO and the Contractor shall work closely together to develop a training program that does not impact on the Master Level Schedule that ensures availability of trained ICO staff at a time when O & M services are required. 2. COURSE 1 - OPERATION AND MAINTENANCE 2.1 An On-site Operation and Maintenance course shall be carried out at each of the twelve SAN sites. 2.2 The purpose of this course is to provide the SAN operator's operation and maintenance staff with an understanding of the operation and maintenance of the relevant system and subsystems. The duration of the GPRS Course, for each of the twelve (12) SAN sites, shall be 10 days. The courses shall include the following elements for each subsystems: a) Principles and functional design b) Interfaces and interaction with other subsystems c) Safety aspects d) Operation (local and remote) 646 - -------------------------------------------------------------------------------- [LOGO] Annex 5 - GPRS Training - -------------------------------------------------------------------------------- e) Emergency operation f) Routine maintenance g) Troubleshooting 2.3 The number of SAN operator's students, participating in each of the above courses, shall be a maximum of 10 students. 2.4 The Contractor shall provide background material and any other training course notes to supplement the operation and maintenance handbook. 2.5 The Contractor shall allow "over the shoulder" observation, during the equipment installation and testing. 3. COURSE 2 - ICO INSTRUCTOR'S TRAINING 3.1 A training course shall be held for ICO's own training instructors. 3.2 The purpose of this course is to train ICO's training instructors so that they will be able to carry out their own training courses on the SAN system architecture, as well as the operation and maintenance of the SAN and NMC systems. 3.3 The duration of the on-site ICO instructor's training course shall be 15 days. The starting date is to be mutually agreed during the course of the Supply Agreement. 3.4 The number of ICO training instructors, participating in each of the above courses, shall be a maximum of 15 students. 3.5 The ICO training instructors training course shall be held at one of the twelve (12) SAN sites, to be elected by ICO. 3.6 The Contractor shall provide background material and any other training course notes to supplement the operation and maintenance handbook. 4. COURSE 3 - SYSTEM ARCHITECTURE AND OPERATION AND MAINTENANCE 647 - -------------------------------------------------------------------------------- [LOGO] Annex 5 - GPRS Training - -------------------------------------------------------------------------------- 4.1 A training course shall be held for training ICO'S engineering staff at one of the NMC sits, to be elected by ICO. 4.2 The purpose of this course is to provide the ICO engineers with an understanding of the system architecture and overview of the operation and maintenance of all the SAN's from the NMC. 4.3 The duration of the System Architecture and Operation and Maintenance training course shall be 5 days. 4.4 The number of ICO engineers, participating in each of the above courses, shall be a maximum of 10 students. 5. GENERAL TRAINING CONDITIONS 5.1 Training shall consist of a combination of lecture style training and hands-on training. The style of training shall be dependent on the particular training course, and convenience of the training syllabus. 5.2 ICO shall make the relevant system and subsystems available as required for the purposes of hands-on training. 5.3 The students shall, as a minimum, have background knowledge and understanding of the overall SAN and NMC system and SBS courses of the IGF Supply Contract. 5.4 Training shall be carried out during normal local working hours nominally from 9:00 a.m. -4:00 p.m. 5 days a week. 5.5 ICO shall make the required staff available during these hours for the training course. 5.6 Training courses shall be conducted in the English language by technical training experts from the Contractor. The trainers shall be experienced in training staff whose mother tongue is not English. The students shall, as a minimum, have a good working knowledge and understanding of the English language though. 648 - -------------------------------------------------------------------------------- [LOGO] Annex 5 - GPRS Training - -------------------------------------------------------------------------------- 5.7 One copy of training notes shall be provided for each student in the English language. All the training documentation shall be provided in the English language and shall preferably use SI units. A copy of the training material shall be supplied to both IGO and the SAN operator one month before the commencement of the training session. 5.8 ICO shall supply the following training facilities at each training site for the duration of the training: - Training room with seating and lighting for at least 10 students and one instructor. - Overhead Projector Facilities for transparency presentation. - Video Recorder and Television facilities - White Board Facilities - PC Overhead Projector Facilities - Photocopy Machine - Printer - Phone and fax with international line access 649 - -------------------------------------------------------------------------------- [LOGO] Annex 6 - GPRS Documentation - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. GENERAL ............................................ A6-2 2. DOCUMENTATION MANAGEMENT AND CONTROL ............... A6-2 3. EQUIPMENT HANDBOOK ................................. A6-2 4. AS-BUILT INFORMATION ............................... A6-3
650 - -------------------------------------------------------------------------------- [LOGO] Annex 6 - GPRS Documentation - -------------------------------------------------------------------------------- 1. GENERAL 1.1 This Annex sets out the documentation that shall be provided by the Contractor in accordance with the requirements of this SOW. 1.2 The Contractor shall provide all documentation to ICO Global Communications in accordance with Table 1 of this Annex and shall be responsible for maintaining the currency of the documentation distribution of all copies and revisions to ICO. 1.3 The language used in all documentation submitted shall be English. Consistency of nomenclature shall be maintained between documents and each document shall contain a list of all abbreviations used. The SI system of units shall be used wherever possible throughout all documents. Common document standards shall be followed and the title page of all documents shall clearly identify: a) Document reference number b) Revision status c) Date of Issue d) Title of document e) Approval status f) Classification g) Author h) Distribution 1.4 In addition to hard copy, all document's shall also be submitted as electronic files) in MS Office(TM) or compatible format, or where appropriate, CD-ROM disk medium. Some documentation may be provided via electronic mail over the Internet to the address [xxxxxx@i-co-co-uk] by agreement with ICO. All documentation provided over the Internet will be sent as encrypted files using MS Exchange(TM) or system providing equivalent security. The switching O&M libraries will only be provided on CD ROM Disk medium. 2. DOCUMENTATION MANAGEMENT AND CONTROL The documentation management and control process will be performed by the Contractor in accordance with the requirements contained in the Program Management Plan referred to in Table 1 of this Annex. 3. EQUIPMENT HANDBOOK The Equipment Handbook shall contain as a minimum: 651 - -------------------------------------------------------------------------------- [LOGO] Annex 6 - GPRS Documentation - -------------------------------------------------------------------------------- - Detailed description of the subsystem addressed in the relevant section including top-level functional block diagrams, electrical and technical performance characteristics. - All relevant interfaces and characteristics of signals and data messages across those. - Conditions to be observed during normal operation of the system. - Anomalies, which may occur during normal operations and how to rectify those. - Procedures for periodic maintenance and calibration if applicable and their recommended schedules. - Corrective maintenance and fault-finding methods at system level. 4. AS-BUILT INFORMATION The "As-Built" Information data will be provided for the management center sites and on a per SAN and NMC Site basis covering all the equipment and antenna areas and shall include: - Rack layout - Elevation Drawings - Interconnection and Cabling Diagrams - Hardware Inventory - Data Transcript files for the Switching elements 652 - -------------------------------------------------------------------------------- [LOGO] Annex 6 - GPRS Documentation - -------------------------------------------------------------------------------- TABLE 1 - DOCUMENTATION SUBMISSION
NO. OF COPIES ITEM SUBMISSION (REF. TO NOTES BELOW) - ---- ---------- --------------------- Programme Mgt Plan (WG-PL- 2 60041) The Contractor's Standard QA Plans 2 ICO-Specific Contractor's QA Plans 10 working days before FDR 2 meeting Programme Review Meeting (PRM) At ICO 2 working days before 2 + Internet Reports PRM meeting Preliminary Design Reviews 1 week before PDR meeting 5 Documentation Pack (system and subsystem) Final Design Reviews Documentation 10 working days before FDR 5 Pack (system and subsystem) meeting In-Plant Ph. l Test Requirements Draft 7 months prior to start of 2 tests. Final 6 months prior to start of Tests In-Plant Ph. l Test Plan Draft 3 months prior to start of 2 tests. Final 2 months prior to start of tests In Plant Ph. l Script l month prior to start of tests In-Plant Ph. l Test Data Report Draft within 1 month after 2 (+1 to each relevant install. completion of tests. Final 3 site) months after completion of tests
653 - -------------------------------------------------------------------------------- [LOGO] Annex 6 - GPRS Documentation - --------------------------------------------------------------------------------
Item Submission No. of Copies (Ref. to notes below) - ----------------------------------------------------------------------------------------------------------------------------------- Shipping Information for all On shipment 2 (+1 to each install. site) Shipments to site and ICO - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 2-1 Test Requirements Draft 7 months prior to start of 2 tests. Final 6 months prior to start of Tests - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 2-1 Test Plan Draft 3 months prior to start of 2 (+1 to each test site) tests. Final 2 months prior to start of tests - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 2-1 Script 1 month prior to start .of tests - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 2-1 Test Data Report Draft within 1 month after 2 (+1 to each test site) completion of tests. Final 3 months after completion of tests - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 3 Test Plan Requirements Draft 7 months prior to start of 2 tests. Final 6 months prior to start of Tests - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 3 Test Plan Draft 3 months prior to start of 2 tests. Final 2 months prior to start of tests - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 3 Test Script 1 month prior to start of tests 2 (+1 to each test site) - ----------------------------------------------------------------------------------------------------------------------------------- Onsite Ph. 3 Test Data Report Draft within 1 month after 2 (+1 to each test site) completion of tests. Final 3 months after completion of tests - ----------------------------------------------------------------------------------------------------------------------------------- Training Syllabus 3 months before start of 2 training sessions - ----------------------------------------------------------------------------------------------------------------------------------- Training Manuals and Documentation 1 month before start of 2 (+10 to each training site) (inc notes) training sessions - ----------------------------------------------------------------------------------------------------------------------------------- O&M Equipment Handbooks At equipment delivery 2 (+1 each install. site) - ----------------------------------------------------------------------------------------------------------------------------------- As-Built for SAN and NMC Sites 1 month after completion of 2 (+1 to each install. Site) site work - ----------------------------------------------------------------------------------------------------------------------------------- Air Interface Protocol Validation As detailed in Annex II 5 copies (AIPV) - (optional) - ----------------------------------------------------------------------------------------------------------------------------------- ICONET Integration As detailed in Annex 9 2 (+1 to each test site) - -----------------------------------------------------------------------------------------------------------------------------------
654 - -------------------------------------------------------------------------------- Annex 7 - Site Working Arrangements for [LOGO] GPRS - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. INTRODUCTION ................................................. A7-2 2. WORKING HOURS AND ACCESS TO SITE ............................. A7-2 3. SITE RESPONSIBILITIES AND SAFE WORKING PRACTICES ............. A7-2 4. SITE COMMUNICATIONS .......................................... A7-3 5. SITE IMPLEMENTATION PERIODS .................................. A7-3
655 - -------------------------------------------------------------------------------- Annex 7 - Site Working Arrangements for [LOGO] GPRS - -------------------------------------------------------------------------------- 1. INTRODUCTION 1.1 This Annex describes the scope of the site working arrangements and safe working practices. 1.2 The scope of the site installation work includes the following: 1.2.1 Site management 1.2.2 Installation of the equipment 1.2.3 Installation and termination of the IFL cables 1.2.4 Testing of the equipment 2. WORKING HOURS AND ACCESS TO SITE 2.1 The Contractor shall be entitled to request access to all sites on a 24 hours per day, 7 days a week basis so that it may conduct all necessary inspection, site visits, installation, testing or fault rectification. 2.2 The Contractor shall provide notice to ICO at thirty (30) days in advance, where possible, of all personnel requiring access to the site. 2.3 The Contractor shall submit to ICO a list of the names of the site staff and visitors and produce satisfactory evidence as to their identity so that the name on each individual pass card can be filled in before the passes are issued. 2.4 Pass cards shall not be transferred and will be valid only for the person to whom they are issued, and shall be returned to ICO when the individual leaves the site. 3. SITE RESPONSIBILITIES AND SAFE WORKING PRACTICES 656 - -------------------------------------------------------------------------------- Annex 7 - Site Working Arrangements for [LOGO] GPRS - -------------------------------------------------------------------------------- 3.1 The Contractor shall keep all existing roads and pavements, used by the Contractor, clear of mud and debris. The Contractor shall make good all damage it causes to any road, footpath or other property during the execution of the work. 3.2 The Contractor shall keep all internal work areas clean and free of debris and dust and shall remove all packing materials. 3.3 While on the site, the Contractor and any Subcontractors' personnel shall at all times comply with the local site and security arrangements. 4. SITE COMMUNICATIONS 4.1 The Contractor shall be responsible for all site communications charges during the installation and testing activities. 4.2 The Contractor shall invoice ICO and ICO shall reimburse all communications charges on an actual cost basis. 5. SITE IMPLEMENTATION PERIODS 5.1 The schedule dates and sequence of installation at the SAN sites is shown in Master Level Schedule in Annex 4. 5.2 Periods when weather conditions may impact on external installation work shall be taken into consideration when preparing installation schedules. 657 - -------------------------------------------------------------------------------- [LOGO] Annex 8 - GPRS Test Plan - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. INTRODUCTION ....................................... A8-2 2. FACTORY PREINTEGRATION TEST FACILITY ............... A8-2 3. ICO GPRS TEST PHASES ............................... A8-2 4. GPRS DEMONSTRATION ................................. A8-4
658 - -------------------------------------------------------------------------------- [LOGO] Annex 8 - GPRS Test Plan - -------------------------------------------------------------------------------- 1. INTRODUCTION 1.1 This Annex describes the GPRS Test Plan for the supply contract. The aim of testing is to verify GPRS functionality and performance within the IGF. 1.2 Testing will be conducted in the same fashion as IGF testing, as shown in Annex 8 of the IGF SOW. Exceptions to this are TBD. 1.3 Final installation of the GPRS software and hardware may take place at SANs with live traffic; in such case, measures will be taken to minimize the impact on the live system. GPRS Phase 2-2 and 3 testing will be separate from other IGF testing and will not begin until the other IGF deliverables have received Level-1 acceptance from ICO. 1.4 The ICO GPRS unit and subsystem testing shall cover testing as specified in Specific ICO GPRS Requirements Specification (HNS-12075). 1.5 This Annex covers both in-factory and in-field testing, and formal and informal test campaigns. The detailed requirements, plans, acceptance criteria, scripts and Verification Cross Reference Matrices (VCRMs) for each section of the testing shall be developed during the course of the Supply Agreement. 1.6 The Contractor shall provide documentation for formal IGF GPRS testing for ICO's review and approval. 2. FACTORY PREINTEGRATION TEST FACILITY 2.1 These informal tests combine all GPRS subsystems incrementally to provide confidence of operation of ICO GPRS prior to delivery to site. 2.2 The contractor shall provide Factory Pre-integration Test Facilities for use in the integration and development testing. 3. ICO GPRS TEST PHASES 3.1 PHASE I, IN-FACTORY GPRS UNIT AND SUBSYSTEM TESTING 659 - -------------------------------------------------------------------------------- [LOGO] Annex 8 - GPRS Test Plan - -------------------------------------------------------------------------------- 3.1.1 Unit and subsystem testing of ICO GPRS hardware and software shall follow the same methodology as defined in the IGF SOW. Unit testing shall be informal and subsystem testing shall be formal. 3.2 PHASE 2-I, GPRS INSTALLATION TESTING. 3.2.1 Installation testing of ICO GPRS hardware and software shall follow the same methodology as defined in the IGF SOW. Installation testing shall be formal and shall be completed before delivered equipment is released for further phases of testing or use. 3.2.2 Phase 2-1 testing will commence only with ICO's agreement that Phase 1 testing has been successfully completed. 3.3 PHASE 2-2, ON-SITE GPR,S INTEGRATION TESTING AT THE FIRST SAN. 3.3.1 Phase 2-2 on-site testing of ICO GPRS hardware and software at the first site shall follow the same methodology as defined in the IGF SOW. This testing shall be informal. 3.3.2 Phase 2 testing at other SANs will commence after baseline software has been corrected for all subsystems, based on field testing at the first SAN. 3.3.3 Testing will proceed progressively until all SANs have been successfully checked out. 3.3.4 A reduced set of Phase tests will be performed at SANS 2-12. This testing shall be formal. 3.4 PHASE 3 IGF GPRS SYSTEM TESTING 3.4.1 Phase 3 system testing of ICO GPRS hardware and software shall follow the same methodology as defined in the IGF SOW. This testing shall be formal. 3.4.2 Phase 3 ICO GPRS System Testing shall be performed in field by the system test team upon completion of the Phase 2-2 on-site GPRS integration testing and after Level-1 acceptance of other IGF deliverables at the site. 660 - -------------------------------------------------------------------------------- [LOGO] Annex 8 - GPRS Test Plan - -------------------------------------------------------------------------------- 4. GPRS DEMONSTRATION 4.1 The Contractor shall perform an End-to-End Packet Data Service Demonstration of the IGP. The demonstration shall confirm the GPRS functionality of the equipment together with the other elements of the ICO system, e.g., satellite(s), prototype user terminal (UT) and actual connection to the public switched packet data networks (PSPDNs). 4.2 The Contractor, with ICO assistance, shall demonstrate the establishment of end-to-end packet data connections, transmission and reception of packet data traffic, and connection cleardowns. 4.3 The demonstration shall show connections between an ICO data UT and a PSPDN terminal. 4.4 ICO's cooperation shall be a mandatory requirement for preparation of the SAN site and performing the demonstration. Specifically, all external components, being supplied by ICO and integrated into the ICONET, shall either already be satisfactorily in-service, or shall have undergone prior acceptance testing as a part of their individual Supply Agreements. 4.5 The following list outlines the basic prerequisites that shall be met, by the Contractor, for the demonstration to be performed: - The Contractor shall have completed Phase 2 Testing at the selected SAN site. 4.6 The following list outlines the basic prerequisites that shall be met, by ICO, for the demonstration to be performed. - PSPDN connections are working. - UTs capable of GPRS service are available. - PSPDN terminal and any necessary subscription available. 661 - -------------------------------------------------------------------------------- [LOGO] Annex 9 - ICO GPRS Integration - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. INTRODUCTION ........................ A9-2 2. DELIVERABLE DOCUMENTS ............... A9-2
662 - -------------------------------------------------------------------------------- [LOGO] Annex 9 - ICO GPRS Integration - -------------------------------------------------------------------------------- 1. INTRODUCTION 1.1 This Annex provides the framework required to scope, support and guide the integration of the ICO GPRS with the other elements of the ICO System ("ICONET GPRS Integration") and the responsibilities of the Contractor and ICO respectively. The ICONET GPRS Integration shall be an option exercisable by ICO. 1.2 The ICONET Integration shall be in accordance with the IGF ICONET Integration, as documented in Annex 9 of the IGF SOW, except as noted below. 1.3 The Master ICONET GPRS Integration Plan Document (MIGIPD) shall be developed. It shall specify the range of ICONET Integration to be carried out. 1.4 This ICONET Integration shall include the following Campaigns with the prototype UT. - SAN-UT Interworking - SAN-Satellites-UT Integration - SAN-Gateways-PSPDNs Integration - End-to-End GPRS System Technical Assessment - Overall Network Monitor and Control 2. DELIVERABLE DOCUMENTS 2.1 The Contractor shall provide the following documentation to ICO for ICONET GPRS Integration. ICO shall approve the final documents. - - ICONET Integration Requirement (Draft) 7 months prior to the start date - - ICONET Integration Requirements (Final) 6 months prior to the start date - - ICONET Integration Plan (Draft) 3 months prior to the start date - - ICONET Integration Plan (Final) 2 months prior to the start date - - ICONET Integration Script 1 month prior to the start date - - ICONET Integration Report (Preliminary) 1 month after completion of integration - - ICONET Integration Report (Formal) 3 months after completion of integration
663 - -------------------------------------------------------------------------------- Annex 10 - ICO GPRS [LOGO] Acceptance Criteria - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. GENERAL ...................................................... 2 2. PROBLEM CLASSIFICATION ....................................... 2 3. REPRODUCIBLE FAULT CLEARANCE ................................. 2 4. NONREPRODUCIBLE FAULT CLEARANCE .............................. 3 5. LEVEL 1 ACCEPTANCE CRITERIA .................................. 4 6. LEVEL 2 ACCEPTANCE CRITERIA .................................. 4 7. FAULT AND TEMPORARY FIX TRACKING AND REPORTING ............... 5 8. DEFERRED FUNCTIONALITY ACCEPTANCE CRITERIA ................... 5
664 - -------------------------------------------------------------------------------- Annex 10 - ICO GPRS [LOGO] Acceptance Criteria - -------------------------------------------------------------------------------- 1. GENERAL 1.1 This Annex sets out the Acceptance Criteria for the GPRS. 2. PROBLEM CLASSIFICATION 2.1 The following definitions are guidelines for the classification of problems.
Type of effect of PROBLEM Critical Major Minor - -------------------------------------------------------------------------------------------------------------- Ability to carry services defined in the GPRS Capacity Capacity <80% Capacity Requirements Specification. <50% <100% - -------------------------------------------------------------------------------------------------------------- Ability to charge accurately for services Any impact defined in the GPRS Requirements Specification. - -------------------------------------------------------------------------------------------------------------- Performance of end user services Service Significant Minor unusable degradation degradation - -------------------------------------------------------------------------------------------------------------- Performance of administration and support Service Any services unusable degradation - -------------------------------------------------------------------------------------------------------------- Provision of service features or Not work or not Any supplementary services available degradation - -------------------------------------------------------------------------------------------------------------- Reproducible or nonreproducible service >1 per week <1 per week disruption to multiple data sessions simultaneously - -------------------------------------------------------------------------------------------------------------- Session failures with non-reproducible Affect more Affect more characteristics than TBD of an than TBD of identified type an identified type - -------------------------------------------------------------------------------------------------------------- Additional attention by operational staff Constant Frequent (less Occasional than once per (less than hour) once per day) - --------------------------------------------------------------------------------------------------------------
2.2 Any dispute that may arise out of the classification of problems, or about whether a problem has been fixed to the satisfaction of both parties, shall be dealt with by the Dispute Resolution procedures set out in the Terms and Conditions. 3. REPRODUCIBLE FAULT CLEARANCE 3.1 CRITICAL PROBLEMS 665 - -------------------------------------------------------------------------------- Annex 10 - ICO GPRS [LOGO] Acceptance Criteria - -------------------------------------------------------------------------------- 3.1.1 Any temporary fix for previously occurring critical problems shall be replaced with the corresponding permanent fix within 3 months. 3.2 MAJOR PROBLEMS 3.2.1 Any temporary fix for previously occurring major problems shall be replaced with a corresponding permanent fix within 3 months unless otherwise mutually agreed. 3.2.2 The fix for all other major problems, which do not have a temporary fix, shall be implemented and demonstrated no later than 3 months after Acceptance unless otherwise mutually agreed. 3.3 MINOR PROBLEMS 3.3.1 Any temporary fix for previously occurring minor problems shall be replaced with a corresponding permanent fix within 6 months unless otherwise mutually agreed. 3.3.2 The fix for all minor problems, which do not have a temporary fix, shall be implemented and demonstrated no later than 6 months after Acceptance unless otherwise mutually agreed. 4. NONREPRODUCIBLE FAULT CLEARANCE 4.1 These are faults that occur rarely or cannot be reproduced in the test environment. 4.2 CRITICAL PROBLEMS 4.2.1 Any temporary fix for previously occurring nonreproducible critical problem shall be replaced with a corresponding permanent fix within a target period of 3 months. 4.3 MAJOR PROBLEMS 4.3.1 Any temporary fix for previously occurring nonreproducible major problems shall be replaced with a corresponding permanent fix within a target period of 3 months unless otherwise mutually agreed. 666 - -------------------------------------------------------------------------------- Annex 10 - ICO GPRS [LOGO] Acceptance Criteria - -------------------------------------------------------------------------------- 4.3.2 All nonreproducible major problems shall be investigated by the addition of a diagnostic change or development of an agreed procedure to provide more detailed information so that progress can be made toward fixing the fault. The situation shall be reviewed within 1 month of the first recurrence. 4.4 MINOR PROBLEMS 4.4.1 Any temporary fix for previously occurring nonreproducible minor problems shall be replaced with a corresponding permanent fix within a target period of 6 months unless otherwise mutually agreed. 4.4.2 All non-reproducible minor problems shall be investigated by the addition of a diagnostic change or development of an agreed procedure to provide more detailed information so that progress can be made toward fixing the fault. The situation shall be reviewed within 2 months of the first recurrence. 5. LEVEL 1 ACCEPTANCE CRITERIA 5.1 Level 1 acceptance shall be applied to each individual SAN or NMC site based on the results of all Phase 2 GPRS Tests. 5.2 Level 1 acceptance shall be granted when the SAN or NMC has no more than the following numbers of faults:
Fault Class Number of Faults Number of Temporary Firm - -------------------------------------------------------------------------------------- Critical 0 5 - -------------------------------------------------------------------------------------- Major: 0 End User Services 20 - -------------------------------------------------------------------------------------- Major: Others 5 20 - -------------------------------------------------------------------------------------- Minor: End User Services 20 100 - -------------------------------------------------------------------------------------- Minor: Others See Note 1 See Note 1 - --------------------------------------------------------------------------------------
Note 1: All minor other problems shall be recorded and reviewed at the time of acceptance and prioritized with target date of 6 months to clear. 6. LEVEL 2 ACCEPTANCE CRITERIA 6.1 Level 2 acceptance shall be applied to the GPRS as a whale based on the results of all Phase 3 tests. 667 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signaling Protocol [LOGO] Validation of GPRS Features - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. OBJECTIVES AND SCOPE .................... 2 2. TASK ORGANIZATION ........................ 2
668 - -------------------------------------------------------------------------------- Annex 10 - ICO GPRS [LOGO] Acceptance Criteria - -------------------------------------------------------------------------------- 6.2 Level 2 acceptance shall be granted when the following criteria are met: 6.2.1 The GPRS as a whole has no more than the following numbers of faults:
Fault Class Number of Faults Number of Temporary Fixes - ----------------------------------------------------------------------------------- Critical 0 5 - ----------------------------------------------------------------------------------- Major: 0 20 End User Services - ----------------------------------------------------------------------------------- Major: Others 5 20 - ----------------------------------------------------------------------------------- Minor: End User Services 20 100 - ----------------------------------------------------------------------------------- Minor: Others See Note 1 See Note 1 - -----------------------------------------------------------------------------------
Note 1: All minor other problems shall be recorded and reviewed at the time of acceptance and prioritized with target date of 6 months to clear. 6.2.2 All Deliverables defined in this Statement of Work have been delivered, in accordance with the Statement of Work. 6.2.3 All Works required in this Statement of Work have been completed. 6.2.4 Sections 6.2.2 and 6.2.3 shall not apply to the Deliverables and items of the Works that are shown in a Master Level Schedule to be provided by the Contractor after the date of Phase 3 Test completion. 7. FAULT AND TEMPORARY FIX TRACKING AND REPORTING 7.1 The procedures described in Annex 8 of the Statement of Work shall be applied to the faults and temporary fixes arising from Level 1 and Level 2 Acceptance Criteria. 8. DEFERRED FUNCTIONALITY ACCEPTANCE CRITERIA 8.1 Deferred functionality acceptance shall apply to each element of functionality that is defined as to be delivered later than the IGF as a whole. 8.2 Deferred functionality acceptance shall be granted when the following criteria are met: 1. The functionality has passed all formal tests using the operational GPRS System. 2. The associated training, which is agreed to be required and purchased, has been completed. 3. The associated documentation has been delivered. 669 - -------------------------------------------------------------------------------- Annex 11 - Air Interface Signaling Protocol [LOGO] Validation of GPRS Features - -------------------------------------------------------------------------------- 1. OBJECTIVES The Contractor shall revalidate the ICO Air Interface signaling protocols as modified by ICO to incorporate the GPRS. (Option, if exercised by ICO) 2. TASK ORGANIZATION 2.1 The Contractor shall modify the simulation software of the IGF Air Interface Validation processors of the IGF supply contract to incorporate the new GPRS service feature performance defined in the ICO Air Interface Specification as modified and according to the requirements of the IGF SOW, Annex 11. 2.2 The Contractor shall conduct the ICO Air Interface Validation simulation and document the results subject to the requirements of the IGF SOW, Annex 11. 670 MEMO [ICO LOGO] To: Melvin Pointer From: George Wiginton Date: 22 October 1997 Copy: ICO Global Communications 1 Queen Caroline Street Hammersmith London W6 9BN United Kingdom Subject: CONTRACT CHANGE ORDER NO 1 TEL +44(0) 181 600 1000 FAX +44 (0) 181 600 1199 WEBSITE //www.ico.com Dear Melvin Please find attached Contract Change Order No 1 of the Supply Agreement Contract. This will now form part of the Supply Agreement dated March 3rd 1997 between the parties effective as from July 1st 1997. Please file this with your copy of the main body of the Supply Agreement, Copy No 41. Regards George Wiginton 671 NEC PROGRAM OFFICE ICO Project 5th FLOOR HORATIO HOUSE 77-85 FULL PALACE RD HAMMERSMITH LONDON W6 8JC UNITED KINGDOM Tel: +44 (0) 181 600 4200 Admin Office, WG 7 - Fax: +44 (0) 181 600 4290 Contract Office, WG 1-6 - Fax: +44(0) 181 600 1295 15 October 1997 ICO Global Communications (Operations) Limited c/o ICO Services Limited 1 Queen Caroline Street London W6 9BN England For the attention of: Mr. G L Titzer, Supervising Officer Dear Sirs SUBJECT: GPRS STUDY - CHANGE ORDER NO 1 TO THE SUPPLY AGREEMENT DATED MARCH 3RD 1997 BETWEEN NEC CORPORATION AND ICO GLOBAL COMMUNICATIONS (OPERATIONS) LIMITED We refer to the recently executed Change Order No 1 between our two companies and in particular the Schedule contained in Table 9-2 of Attachment 1 thereto, "Proposal for ICO GPRS Requirements Specification Development Contract". NEC Corporation wishes to propose modifications to the Schedule, as follow: Submission of technical proposal Week of 27 October 1997 Final review of GPRS material, in London Week of 3 November 1997 Final submission of integrated GPRS package (Price, draft Terms & Conditions and Statement of Work for implementation and, final technical requirements) Week of 10 November 1997
672 There is no change in the Schedule for the "Final Specific Inputs to Market Plan and Business Case for ICO GPRS (06 October 1997). All Air Interface Change Requests required to be provided in accordance with Table 9-2 of Attachment 1 have been provided by Hughes Network Systems. Inc., this having been completed by 03 October 1997. Notwithstanding the delay in the provision of certain Deliverables, as described above, there will be no effect upon any other part of the Change Order No: l. ICO Global Communications (Operations) Limited is requested to sign, date and return the enclosed copy of this letter to signify its agreement with the proposal and undertakings recorded herein. Yours faithfully, /s/ TADAO FURUKAWA - -------------------------------------- Tadao Furukawa Contractor's Authorised Representative NEC Corporation The NEC Corporation proposal for modifying the Schedule contained in Table 9-2 of Attachment 1 of the Change Order No 1 to the Supply Agreement dated March 3rd 1997 between NEC Corporation and ICO Global Communications (Operations) Limited and the associated undertakings, all as set out above, are agreed by ICO Global Communications (Operations) Limited. /s/ G L TITZER 20/10/97 - ---------------------------------------------- ------------------------------ G L Titzer Date Supervising Officer ICO Global Communications (Operations) Limited 673 4-6-32 CONTRACT NUMBER: ICOO 97-1016/GW CHANGE ORDER NO.2 2ND DECEMBER 1997 CHANGE ORDER NO.2 TO THE SUPPLY AGREEMENT BETWEEN NEC CORPORATION and ICO GLOBAL COMMUNICATIONS HOLDINGS (BV) COPY NUMBER 41 ---- 674 4-6-32 CONTRACT NUMBER: ICOO 97-1016/GW CHANGE ORDER NO.2 2ND DECEMBER 1997 CHANGE ORDER NO.2 TO THE SUPPLY AGREEMENT BETWEEN NEC CORPORATION and ICO GLOBAL COMMUNICATIONS HOLDINGS (BV) 675 - -------------------------------------------------------------------------------- [ICO LOGO] CHANGE ORDER NO: 2 IGF SUPPLY AGREEMENT CONTRACT NO ICOO97 - 1016/GW ICO DATE: 2ND DECEMBER, 1977 - -------------------------------------------------------------------------------- In accordance with clause 9 of the Supply Agreement dated March 3rd 1997 between NEC Corporation and ICO Global Communications Holdings BV, the Agreement is hereby amended as follows: - -------------------------------------------------------------------------------- Amended Clauses Attachment 1 - -------------------------------------------------------------------------------- Amended Schedules Attachment 2 - -------------------------------------------------------------------------------- Amended Annexes Attachment 3 - -------------------------------------------------------------------------------- Amended Price Included in Attachment 2 - -------------------------------------------------------------------------------- Other Amendments Attachment 4 (Annex 4, Appendix 1 - Master Level Schedule) - -------------------------------------------------------------------------------- Reference Correspondence SA0084/WG7/19970523/GT dated 23 May 1997 - 60 & 61 Day Options; SA0005/WG7/19970523/GT dated 23 May 1997 - Payload Command System; SA0201/WG7/19970630/GT dated 30 June 1997 - 120 Day Options - -------------------------------------------------------------------------------- This Change Order No 2 will now form part of the Supply Agreement dated March 3rd 1997 between the parties and shall be effective in the case of 60 & 61 Day Options and Payload Command System Change of Requirements from 23 May 1997 and in the case of 120 Day Options from 30 June 1997, and shall be governed by and construed in accordance with the laws of England. Except for the changes set out above, this Change Order No 2 makes no further amendments or modifications to the Agreement. - -------------------------------------------------------------------------------- Signed for and on behalf of Signed for and on behalf of ICO GLOBAL COMMUNICATIONS HOLDINGS BV NEC CORPORATION /s/ *** /s/ *** - ---------------------------------- -------------------------------------- Supervising Officer Contractor's Authorized Representative [In the air over Russia] [Tokyo] 1 December 1997 2 December 1997 - ---------------------------------- -------------------------------------- Date Date - -------------------------------------------------------------------------------- 676 [ICO LOGO & LETTERHEAD] 23 May 1997 Our Ref: SA0084/WG7/19970523/GT NEC Corporation c/o NEC-ICO Project Office 5th Floor, Horatio House 77-85 Fulham Palace Road Hammersmith London W6 8JC For the attention of Mr Tadeo Furukawa Dear Sirs SUBJECT: EXERCISE OF 60 AND 61 DAY OPTIONS REFS: SUPPLY AGREEMENT, ANNEX 1, SECTIONS 4.6 TO 4.8 ICO LETTER: SA/0040/WGA/19970429/KS NEC LETTERS: IUKC-136 AND IUKC-134 This letter is to confirm, subject to concluding a mutually agreed Change Order to effect the required modifications to the Supply Agreement, ICO's intention to exercise the following Options: 1. 2 satellite position determination using differential time measurements 2. Service area mapping using tiles of variable size and shape 3. Encryption On/Off based on service area 4. UT frequency assignment by service area 5. Service area mapping using guard band 6. 2 satellite position determination using differential frequency 7. Legal interception based on subscriber location, including LIMF. The FOB equipment, installation and test prices for these items are: Items 1 to 4 inclusive - as established in Schedule 9 of the Supply Agreement Items 5 and 6 - as offered in IUKC - 136 Item 7 - as offered in IUKC - 134. The appropriate modifications to Schedule 13 of the Supply Agreement, ICONET Ground Facilities Requirements Document (IGFR), will form part of the eventual Change Order required to implement ICO's exercise of the above Options. These will be agreed with NEC as part of the preparation of the formal Contract Change Order. CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL COMMUNICATIONS 677 Please acknowledge receipt of this letter, confirming NEC's acceptance of the exercise of the above Options and advising the responsible person within the NEC Project Office with whom ICO should develop and finalise the requisite Change Order. Yours faithfully GL Titzer Supervising Officer cc: NEC Documentation Manager J Singh, K Smith, P Poskett, K Hungerford, C Forsyth, G Wiginton, ICO Project Office Page 2 CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL COMMUNICATIONS 678 [ICO LOGO & LETTERHEAD] 23 May 1997 Our Ref: SA0085/WG7/19970523/GT NEC Corporation c/o NEC-ICO Project Office 5th Floor, Horatio House 77-85 Fulham Palace Road Hammersmith London W6 8JC For the attention of Mr Tadeo Furukawa Dear Sirs SUBJECT: PAYLOAD COMMAND SYSTEM - CHANGE OF REQUIREMENTS REFS: NEC LETTERS: IUKC-104 AND IUKC-133 This letter is to confirm ICO's intention to contract Hughes Space & Communications (HSC) for the provision of the stored-command portion of the Payload Command System (PCS). Accordingly, as from the date of this letter, NEC is requested to cease all further work on the stored-command portion of the PCS. As a result of this direction to NEC, modifications to the Supply Agreement will be required - - to eliminate the stored-command element of the PCS from NEC's scope of work - to reconfirm the HPN-PCS Command Modem capability within the Baseline HPN Subsystem within NEC's scope of work, all as set out in the "Case-1: HSC provides PCS" attachment to IUKC-104. These modifications to the Supply Agreement will be implemented by means of a mutually agreed Change Order. NEC is requested to advise the responsible person(s) within the NEC Project Office for progressing and finalising this Change Order. In order to progress the completion of the Change Order expeditiously, NEC is requested to advise the actual costs that it has incurred, up to the date of this letter, in relation to the stored-command element of the PCS work, together with any other information that it believes necessary for consideration to form a part of the Change Order. One (1) copy of the current Payload Space Ground Interface Control Document (HSC Doc No. SS80447-HOO-001) will be provided early the week of 26 May as it completes an ICO internal review. Please note that this document is available to ICO in hard copy form only. ICO will be providing NEC with a further relevant document - Operational Concept - as soon as this document's approval process is completed, which is expected to be in the early part of the week commencing 26th May 1997. In order to facilitate the arrangements for the interface required for the design and implementation of ICO's PCS requirements, CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL COMMUNICATIONS 679 NEC is invited to attend a meeting with representatives of HSC arranged for 2nd June 1997, in Los Angeles. Please confirm to Dr Keith Smith that NEC will be able to attend this meeting, advising the NEC representatives who will be present. NEC is requested to make available all information required by its Team members, Sub-Contractors and HSC in order to promptly progress this and all Supply Agreement work, subject only to appropriate, Non-Disclosure Agreements being in place. ICO offers its full co-operation to NEC and the NEC Team members to facilitate the timely dissemination of required information. Yours faithfully G L Titzer Supervising Officer cc: Dr. A Fujii, NEC Documentation Manager J Singh, K Smith, R Aspden, P Poskett, M Coggin, K Hungerford, L Ghedia, M Caruso, C Forsyth, G Wiginton, ICO Project Office Page 2 Confidential and Proprietary to ICO Global Communications 680 [ICO LOGO and LETTERHEAD] 30 June 1997 Our Ref: SA0201/WG7/19970630/GT NEC Corporation c/o NEC Project Office 5th Floor, Horatio House 77-85 Fulham Palace Road Hammersmith London W6 8JC For the attention of Mr Tadeo Furukawa Dear Sirs SUBJECT: 120 DAY OPTIONS REFS: SUPPLY AGREEMENT, ANNEX 1, SECTIONS 4.1 TO 4.5 NEX LETTERS: IUKC-118, IUKC-163, IUKC-168, IUKC-171, 1UKC-173 This letter is to confirm, subject to concluding a mutually agreed Change Order to effect the required modifications to the Supply Agreement dated March 3rd 1997 and receipt of satisfactory confirmation of the items detailed below, ICO's intention to exercise the following 120 Day Options: 1. One Integrated Messaging Platform as defined in your Documents 370068B (Technical Proposal for ICO Messaging) and 370069B (RFI Response Comparison) which replace the offer as defined in Annex 1, Section 4.1 and associated documents. ICO's understanding of the definition of the Integrated Messaging Platform is based upon the referenced documents which have yet to be submitted formally by NEC. Any variation between the documents that have been made available to ICO to date and those yet to be submitted formally could result in an adjustment to the exercise of this Option. 2. One IS.41 to-ICO IWF with a software licence for 50,000 subscribers and software release R1 - referenced in Annex 1, Section 4.1 and as further defined in the attachment to IUKC-163, including the options offered therin, 3. One ICO-to-IS.41 IWF with a software licence for 50,000 subscribers and software release R1 - referenced in Annex 1, Section 4.1 and as further defined in the attachment to IUKC-163, including the options offered therin. CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL COMMUNICATIONS 681 The FOB equipment, installation and test, and freight and insurance prices for these items are: Item 1 - as set out in IUKC-171 Item 2 and 3 - as established in Schedule 9 of the Supply Agreement and the clarifications and modifications thereto. The exercise of these Options is subject to receipt of satisfactory confirmation of the following outstanding items: a) for the Integrated Messaging Platform - - confirmation of acceptable pricing for UPS for sizes other than 56,000 subscribers - confirmation of extended warranty costs - confirmation that the delivery of this functionality is consistent with, if not better than, achievement of the Level 2 Acceptance date as established in the current Master Level Schedule - confirmation of acceptable pricing for the installation of incremental upgrades b) for the IS.41 - to - ICO and ICO - to IS.41 IWFs- - confirmation that the delivery of these functionalities are consistent with, if not better than, achievement of the Level 2 Acceptance date as established in the current Master Level Schedule. ICO wishes to record its appreciation for the NEC Team's extension, until 31 December 1997 (ref NEC IUKC168), of the offers detailed in IUKC-118 for the PDC-to-ICO and GSM IWFs--the remaining 120 Day Options. ICO agrees to the meetings proposed in IUKC-168 for a review of the status of these offers with a view to finally resolving the issue of the future supply of these platforms by the end of December 1997. Please acknowledge receipt of this letter confirming NEC's acceptance of ICO's exercise of the 120 Day Options specified above. Yours faithfully, G L Titzer Supervising Officer cc: Mr T Shibahara, Mr J Shewring, NEC Documentation Manager J Singh, K Smith, M Coggin, P Poskett, G Wiginton, ICO Project Office Page 2 CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL CONNUNICATIONS 682 CHANGE ORDER NO: 2 ATTACHMENT 1 683 ATTACHMENT 1 AMENDED CLAUSE Clause 15.1 is amended to read as follows: 15.1 ICO shall pay an aggregate total price of US$618,668,700 for the complete performance by the Contractor of all of its obligations under this Agreement together with a further sum of US$21,655,600 (in respect of freight and insurance as referred to in the Pricing Schedule), which amounts shall be subject to adjustment only in respect of (i) changes agreed under clause 9 and (ii) the cost of any Option items upon exercise of the relevant Option or other items or services purchased under clause 46; (such aggregate amount, as so adjusted, being referred to as the "Price"). Any Instalment payment made shall discharge the relevant portion of the Price and shall not be reclaimable by ICO but without prejudice to ICO's right to claim damages and/or indemnity in accordance with the provisions of this Agreement in the event of any breach by the Contractor. 684 CHANGE ORDER NO: 2 ATTACHMENT 2 1. Schedule 9 - Pricing Schedule 2. Schedule 9 - Pricing Schedule Appendix 1 3. Schedule 9 - Pricing Schedule Appendix 2 4. Schedule 11 - Payment Schedule Classification Summary 5. Schedule 13 - IGFR Version 26 6. Schedule 14 - Statement Of Work 685 CHANGE ORDER NO: 2 ATTACHMENT 2 1. Schedule 9 - Pricing Schedule 686 24 October 1997 Pricing Schedule 687 24 October 1997 1. GENERAL This Section describes: - - in Section 2, the SA price schedule for the deliverables and services that the Contractor(s) will provide within the scope of this Supply Agreement - - in Section 3, the future equipment (1) pricing - - in Section 4 the future equipment order process - - in Section 5, the pricing of future basic package software releases - - in Section 6, the process and pricing of the development of ICO specific functionality. 2. SA PRICE SCHEDULE 2.1. Price of the SA 2.1.1.1 Table 1 summarises the price of the SA. Appendix 1 to this schedule describes the individual prices which are summarised in Items 1 to 9 inclusive of Table 1. Appendix 2 to this schedule provides a detailed price list including individual equipment components. Appendix 3 to this Schedule provides the detailed price list including average hourly rates for the ICONET Integration Testing. TABLE 1 - SA PRICE SUMMARY (US$'OOOs) ________________________________________________________________________________ ITEM PURCHASE OPTIONS PURCHASE + OPTIONS ________________________________________________________________________________ 1 RFT * * * ________________________________________________________________________________ 2 SBS * * * ________________________________________________________________________________ 3 PCS * * * ________________________________________________________________________________ 4 Switch * * * ________________________________________________________________________________ 5 TNM * * * ________________________________________________________________________________ 6 NMS SRMC * * * ________________________________________________________________________________ 7 S.T.E * * * ________________________________________________________________________________ 8 SI & PM * * * ________________________________________________________________________________ 9 Ax & B * * * ________________________________________________________________________________ TOTAL OF ITEMS 1 TO 9 * * * (EXCLUDING FREIGHT & INSURANCE) ________________________________________________________________________________ _______________________ (1) For the purposes of this Schedule, the term 'equipment' throughout means hardware and the associated operating software. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 688 24 October 1997 ________________________________________________________________________________ ITEM PURCHASE OPTIONS PURCHASE + OPTIONS ________________________________________________________________________________ Freight and Insurance * * * ________________________________________________________________________________ 10 GPRS Study (Change Order No. 1) * ________________________________________________________________________________ ICONET Integration * * * ________________________________________________________________________________ 2.1.1.2. In the event that ICO does not elect to purchase from the Contractor Freight and Insurance as set out in Table 1 within 30 days of the date of this Agreement, ICO may make alternate arrangements. In the event that ICO opts to make such arrangements, the parties shall meet to arrange any necessary modifications to the Agreement. 2.1.1.3. For the avoidance of doubt, the Price specified in clause 15.1 of this Agreement shall remain unchanged unless and until ICO opts for alternate arrangements and the initial payment shall be calculated and paid by ICO as if Freight and Insurance were included. In the event that ICO does opt out of the Freight and Insurance arrangements, the related proportion of the initial payment by ICO to NEC shall not be repaid to ICO but shall be set off against future payments by ICO under this Agreement. 2.1.1.4. In addition to the prices described in Paragraph 2.1.1.1 the Contractor will recharge ICO for: i. Inter-Site telecommunication charges. These charges are for the purposes of telephone and fax between SAN, NMC, BCC sites. ii. Inter-Site testing telecommunications charges. These charges are for the purposes of providing telecommunication links between the development sites; NEC/A in Melbourne, NEC/J in Yokohama, and HNS in Germantown, to enable the Contractor to undertake factory integration testing of the IGF. 2.1.1.5 The Contractor will re-charge ICO the costs of Inter-Site testing telecommunications charges as incurred plus a handling fee. The total charge to ICO will be no more * for the whole of the SA. ICO will reimburse the Contractor on the basis of the invoice plus supporting detail. 2.1.1.6 The Contractor will re-charge ICO the costs of Inter-Site telecommunications charges as incurred plus a handling fee. The total charge to ICO will be no more * for the whole of the SA. ICO will reimburse the Contractor on the basis of the invoice plus supporting detail. 3. FUTURE EQUIPMENT PRICING 3.1. INTRODUCTION 3.1.1.1. This Section describes the future pricing for: i. traffic capacity and subscriber expansion and the associated hardware and software ii. the installation and testing iii. Systems Integration and Project Management. 3.1.1.2. The price adjustments that shall be applied for future orders are defined in Section 3.5 of this Schedule. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 1 of 11 689 24 October 1997 3.1.1.3. The future prices computed according to the indices and processes are quoted as 'not to exceed' prices. 3.1.1.4. ICO is being, and will continue to be offered reasonable future pricing consistent with ICO volumes and functionality. 3.1.1.5. The price is quoted on FOB place of shipment basis. The interpretation of FOB is in accordance with the SA. 3.1.1.6. The following items will be quoted separately at the time of order for individual element capacity increases: i. Training ii. Spares 3.1.1.7. Freight and Insurance will be quoted separately at the time of order in consideration to the number of blocks to be ordered and the place of the SAN sites where these blocks will be delivered. 3.2 UNIT EQUIPMENT The following sections describe the expansion block price for each subsystem. RFTs. 3.2.1.1. The IGF RFT is designed to transmit and receive the maximum C-band feeder link capacity of 750 traffic carriers assuming that up to 473 carriers can be transmitted by one HPA with a total maximum EIRP of 77 dBW. It is also designed to transmit one TT&C carrier at the maximum EIRP of 81 dBW in an emergency case. 3.2.1.2. The Contractor will negotiate with ICO, as and when requested by ICO, for the supply of additional RFT systems. 3.2.2. SBS and DC Uninterruptable Power Supply System for SBS 3.2.2.1. The number of SBS Expansion Blocks required to support the traffic capacity of a SBS subsystem shall be computed with the formulae shown in Table 2. N is number of additional expansion blocks beyond the Initial Size (320 Erlangs) required to make an SBS capable of supporting the traffic for a given "Erlang size". TABLE 2 -- SBS TRAFFIC/BLOCK RELATIONSHIP
SBS RATED TRAFFIC NUMBER OF BLOCKS (N) ========================================================================== *
3.2.2.2. The traffic supported by each expansion block/SBS size are target throughputs under presently known conditions. The Contractor shall endeavour to exceed the target throughputs. However, unforeseen circumstances may change these formula, in which case the Contractor and the Purchaser agree to inform * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 690 24 October 1997 each other of such circumstances and agree to work together to minimise the impact of unforeseen conditions. 3.2.2.3. The SBS Expansion Block also requires an expansion of the DC Uninterruptable Power Supply System (DC UPS) over and above that provided in an SBS capable of supporting 320 Erlangs. For every 9 expansion blocks an additional block of DC UPS will be required. 3.2.2.4. The unit price, inclusive of installation and testing, and the equipment that comprises an SBS Expansion Block and DC UPS, is shown in Table 3. Table 3 also shows the price for providing CE Mark compliance for an SBS Expansion Block for a country where it may be required. TABLE 3 - SBS EXPANSION BLOCK AND DC UPS PRICE
NOS. DESCRIPTION QUANTITY PRICE(US$'000s) - -------------------------------------------------------------------------------- I SBS EXPANSION BLOCK (CHANNEL * UNIT AND CHANNEL MANAGER) - -------------------------------------------------------------------------------- 1 CHANNEL UNIT - -------------------------------------------------------------------------------- 1.1 Channel Unit Chassis(CUC) * - -------------------------------------------------------------------------------- 1.1.1 CUBs * - -------------------------------------------------------------------------------- 1.1.2 Slot Processor Module(SPM) * - -------------------------------------------------------------------------------- 1.1.3 Modulator Demodulator Module(MDM) * - -------------------------------------------------------------------------------- 1.1.4 Clock Distribution Unit(CDM) * - -------------------------------------------------------------------------------- 1.1.5 Common Functions Module(CFM) * - -------------------------------------------------------------------------------- 1.1.6 Channel Unit Rack Base Units * - -------------------------------------------------------------------------------- 2 CHANNEL MANAGER - -------------------------------------------------------------------------------- 2.1 Channel Manager Chassis(ChM) * - -------------------------------------------------------------------------------- 2.1.1 G.703 Interface * - -------------------------------------------------------------------------------- 2.1.2 Control Processor Modules(CPM) * - -------------------------------------------------------------------------------- 2.1.2.1 Channel Access Processor(CAP) * - -------------------------------------------------------------------------------- 2.1.2.2 Channel Control Processor(CCP) * - -------------------------------------------------------------------------------- 2.1.2.3 Global Resource Process(GRP) * - -------------------------------------------------------------------------------- 2.1.3 Switching Transcoder Module(STM) * - -------------------------------------------------------------------------------- 2.1.4 10 Base2 Ethernet * - -------------------------------------------------------------------------------- 2.2 Channel Manager Rack(CMR) w 2 * Chassis - -------------------------------------------------------------------------------- 2.2.1 Fan * - -------------------------------------------------------------------------------- 2.2.2 Power Distribution Unit * - -------------------------------------------------------------------------------- 3 IF and Frequency Distribution Expansion * - -------------------------------------------------------------------------------- 4 INSTALLATION MATERIALS (Includes power/signal cables) - -------------------------------------------------------------------------------- 4.1 Power Cables * - -------------------------------------------------------------------------------- 4.2 I/F Cables * - --------------------------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 691 24 October 1997
NOS. DESCRIPTION QUANTITY PRICE (US$'000s) - ----------------------------------------------------------------------- 4.3 LAN Cables Included 4.4 Sync Cabling * 5 Installation and Test * II SBS DC UPS (AC/DC CONVERTERS & * * BATTERIES FOR 2 HOURS OPERATION) III CE MARK COMPLIANCE PER BLOCK * *
3.2.3. TNM 3.2.3.1. The TNM capacity expansion equipment comprises four parts: i. Vocoder/mux (Voc/Mux) traffic expansion. Each Voc/Mux block shall support * . ii. C&C rack (19 inch). One rack is required for Voc/Mux capacity expansion of * . iii. Voice Codec Royalty per Voc/Mux Block. iv. TNM(RPC) computer expansion. A TNM(RPC) may be required when a TNM rated throughput exceeds * . The additional capacity provided by a TNM(RPC) is * . 3.2.3.2. The Contractor shall endeavour to exceed the target throughputs. However, unforeseen circumstances may change these formula, in which case the Contractor and the Purchaser agree to inform each other of such circumstances and agree to work together to minimise the impact of unforeseen conditions. 3.2.3.3. The Voc/Mux Block, the C&C rack, the voice Codec Royalty and TNM(RPC) price and associated equipment are shown in Table 4. TABLE 4 - TNM TRAFFIC AND COMPUTER BLOCK PRICE
NOS. DESCRIPTION QUANTITY PRICE (US$'000s) - --------------------------------------------------------------------------- I VOC/MUX BLOCK * 1 VOCODER/MUX Unit 1.1 Vocoder/Mux Card * 1.2 Control Card * 1.3 I/O Card * 1.4 19 inch 6RU Shelf * 1.5 Power Supply Shelf * 1.6 Fan Unit * 2 Installation Materials * II C&C RACK (19 INCH). * * III VOICE CODEC ROYALTY * * (SUBJECT TO PARAGRAPH 3.2.3.4.)
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 692 24 October 1997 IV TNM (RPC) * 1.1 TNM Computer (RPC) 1.1.1 Sparc 1000 with 2 processors, 512MB * MM, 5GB HD, Ethernet Interfaces, 8mm Tape Drive and CD ROM Drive 1.1.2 E1 Interface * 1.2 Ethernet Hubs/Routers and Accessories * 1.3 TNM O&M Software Licence * 1.4 Software Licences 1.4.1 Solaris Operating System with Media * 1.4.2 Solstice - Runtime * 1.4.3 An additional TNM O&M Software * licence for management of 2 sets of 1:1 PRC.
3.2.3.4. The limit to the Contractors liability for the Voice Codec Royalty is * for the licence and * per channel. Should the charges for the Voice Codec exceed these limits, NEC will recharge ICO at cost the excess over and above * and * per channel. 3.2.3.5. The Volume discount rates that apply to purchases of I) TNM Voc/Mux blocks and II) C&C Rack capacity are shown in Table 5 TABLE 5 - TNM VOC/MUX AND C&C RACK VOLUME DISCOUNTS
ERLANGS DISCOUNT FACTOR - -------------------------------------------------- from 113 to 565 * from 678 to 1,130 * from 1,243 to 2,260 * from 2,373 to 3,955 * from 4,068 to 6,667 * from 6,780 and above *
3.2.3.6. The installation charges for the expansion of Voc/Mux and TNM (RPC) capacity of a TNM are shown in Table 6. TABLE 6 - TNM EXPANSION INSTALLATION PRICES
NOS. DESCRIPTION QUANTITY PRICE (US$'000s) - ------------------------------------------------------------------------------ 1 VOC/MUX BLOCK EXPANSION 1.1 First Voc/Mux block per SAN per block * 1.2 Each Voc/Mux block in addition to per block * first block per SAN
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 693 24 October 1997 2 TNM (RPC) 2.1 Per TNM (RPC) if as a separate per TNM (RPC) installation * 2.2 Per TNM (RPC) if installed at per TNM (RPC) same time as capacity expansion
3.2.3.7. The discount rates that apply to the first Voc/Mux block installation charges are shown in Table 7. The number of SANs shows the number of SANs installed in the upgrade program. TABLE 7 - FIRST EXPANSION BLOCK DISCOUNT RATES
NUMBER OF SANs DISCOUNT FACTOR - -------------- --------------- 1 to 3 4 to 5 6 to 7 * 8 to 9 10 11 to 12
3.2.3.8. The volume discount rates that apply to the installation charges for the additional Voc/Mux blocks per SAN are shown in Table 8. TABLE 8 - ADDITIONAL BLOCK DISCOUNT RATES
NUMBER OF VOC/MUX BLOCKS DISCOUNT FACTOR - ----------------- --------------- 1 to 2 3 to 4 5 to 6 * 7 to 8 9 to 10 11 and above
3.2.4. MSSC/VLR 3.2.4.1. The MSSC/VLR reference price is shown in Table 9. The reference price includes: i. the equipment including the hardware and the software licence fee ii. installation and test charge. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 694 24 October 1997 TABLE 9 - MSSC/VLR REFERENCE PRICE [MSSC/VLR REFERENCE PRICE CHART] 3.2.4.2. The pricing curve is intended to give ICO sound guidance to estimate prices for future switch growth. The curve has been developed using the current SA dimensioning assumptions as defined in Section 9.2 of the IGFR. Changes in these assumptions may lead to some adjustment in the price for any given switch capacity. 3.2.4.3. The Contractor will provide ICO with a price for each upgrade based on the actual traffic and network configuration at the time of order. 3.2.4.4. Table 10 illustrates how the price for incremental growth is calculated. In this example, the cost of growing a switch with an initial capacity of * to a new capacity of * would be approximately * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 695 24 October 1997 TABLE 10 - REFERENCE ILLUSTRATION OF PRICE FOR INCREMENTAL GROWTH OF AN MSSC/VLR [TABLE 10 LINE GRAPH] 3.2.4.5. Table 11 shows in tabular form the points for computing the graph shown in Table 9. TABLE 11 - MSSC/VLR PRICING GRAPH POINTS
CAPACITY (ERLANGS) PRICE (US$'000s) - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------ * * - ------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 696 24 October 1997
CAPACITY (ERLANGS) PRICE (US$'000s) - -------------------------------------- * * - -------------------------------------- * * - -------------------------------------- * * - -------------------------------------- * * - -------------------------------------- * * - -------------------------------------- * * - -------------------------------------- * * - --------------------------------------
3.2.4.6. The project management fee for MSSC/VLR expansion shall be an additional fee of 7% of the agreed final MSSC/VLR upgrade price as per Paragraphs 3.2.4.1 and 3.2.4.3 of this Schedule. 3.2.5. HLR 3.2.5.1 The additional software licence fee for the growth in the installed HLR subscriber capacity over and above the initial * subscribers is shown in Table 12. TABLE 12 - HLR CAPACITY EXPANSION PRICE
NO. DESCRIPTION QUANTITY PRICE (US$'000s) - ---------------------------------------------------------------- 1 additional * subscribers, i.e. * * * subscriber total capacity - ---------------------------------------------------------------- 2 additional * subscribers, i.e. * * * subscriber total capacity - ---------------------------------------------------------------- 3 additional * subscribers, i.e. * * * subscriber total capacity - ---------------------------------------------------------------- 4 additional 450,000 subscribers, i.e. * * 500,000 subscriber total capacity - ----------------------------------------------------------------
3.2.5.2. The offered HLR hardware has been dimensioned to support * subscribers as per the parameters defined in Section 9.2 of the IGFR. The hardware may be able to support * subscribers, however, this is subject to confirmation. 3.2.5.3. The Contract shall provide software licence fees for total capacity of greater than * subscribers subject to confirmation that the hardware can support total capacities greater than * subscribers. 3.2.6. AuC/EIR 3.2.6.1. The additional software licence fee for the growth in the installed AuC/EIR subscriber capacity over and above the initial * subscribers is shown in Table 13. TABLE 13 - AUC/EIR CAPACITY EXPANSION PRICE
NO. DESCRIPTION QUANTITY PRICE (US$'000s) - ---------------------------------------------------------------- 1 additional * subscribers, i.e. * * * subscriber total capacity - ---------------------------------------------------------------- 2 additional * subscribers, i.e. * * * subscriber total capacity - ---------------------------------------------------------------- 3 additional * subscribers, i.e. * * * subscriber total capacity - ----------------------------------------------------------------
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 697 24 October 1997 4 Additional 450,000 Subscribers i.e. 500,000 subscriber total capacity 1 433.8
3.2.6.2 The offered AuC/EIR hardware has a rated total capacity of * subscribers based on the values of Authentication and IMEI checking parameters as stated in the IGFR Section 9.2. 3.2.6.3 The Contractor shall provide software licence fees for total capacity of greater than * subscribers in increments of * subscribers subject to confirmation that the hardware can support total capacities greater than * subscribers. 3.2.7 Messaging system (Converse Trilogue INfinity) 3.2.7.1 The hardware and software are sold together as a complete Messaging system--separation of the hardware and software licensing structure is not possible. 3.2.7.2 The detailed pricing for the messaging system is given in Tables 14-1, 14-2 and 14-3. The solution provides support for Voicemail, Faxmail, SMS and Email notification. The price for the * centralised solution is fixed and firm and includes hardware and software, installation, commissioning and testing, warranty and spares. 3.2.7.3 Training, additional redundancy equipment and distribution equipment are excluded from the pricing. 3.2.7.4 Prices other than the * centralised solution are also fixed and firm and include hardware and software, installation, commissioning and testing, warranty and spares. The quoted prices will remain in force unadjusted until 31st March 1998. Thereafter, prices for additional orders will be negotiated within the NTE ceiling set in the Supply Agreement Contract and will take account of prevailing market conditions at the time of order. 3.7.5 The price for incremental growth of the messaging solution may be taken as the difference between the prices quoted below, plus the cost of any installation, commissioning and testing services that may be additionally required beyond those included below.
TABLE 14-1 MESSAGING SYSTEM CAPACITY EXPANSION PRICE (SINGLE SITE SOLUTION) ___________________________________________________________________________________________________________________________________ Single Site Solution ___________________________________________________________________________________________________________________________________ Scenario Subscribers Pricing * Net price to ICO (US$) Price per sub. (US$)
The above prices also include the necessary Exchange Terminating Circuit (ETC) equipment on the MSSC to support the * subscriber centralised messaging requirement as defined in the RFI (This needs to have a document reference number inserted. Sorry I don't have it. MCO). Prices quoted for systems with capacity larger than * subscribers are exclusive of any necessary MSSC hardware or software which must be dimensioned and priced as agreed in the Supply Agreement. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 698 24 October 1997 TABLE 14-2 MESSAGING SYSTEM CAPACITY EXPANSION PRICE (THREE SITE SOLUTION)
- ------------------------------------------------------------------------------------------------------------------------------- Three Site Solution - ------------------------------------------------------------------------------------------------------------------------------- Scenario Site 1/3 Subscribers Site 2/3 Subscribers Site 3/3 Subscribers Total Subscribers * Pricing NEC price to ICO Price per sub. (US$)
- ------------------------------------------------------------------------------------------------------------------------------- Three Site Solution - ------------------------------------------------------------------------------------------------------------------------------- Scenario Site 1/3 Subscribers Site 2/3 Subscribers Site 3/3 Subscribers * Total Subscribers Pricing NEC price to ICO Price per sub. (US$)
TABLE 14-2 MESSAGING SYSTEM CAPACITY EXPANSION PICE (TWELVE SITE SOLUTION)
- ------------------------------------------------------------------------------------------------------------------------------- Twelve Site Solution - ------------------------------------------------------------------------------------------------------------------------------- Scenario Site 1/12 Subscribers Site 2/12 Subscribers Site 3/12 Subscribers Site 4/12 Subscribers Site 5/12 Subscribers Site 6/12 Subscribers * Site 7/12 Subscribers Site 8/12 Subscribers Site 9/12 Subscribers Site 10/12 Subscribers Site 11/12 Subscribers Site 12/12 Subscribers Total Subscribers Pricing Nec price to ICO
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 699 24 October 1997
*
3.2.8 ICO-IS.41 and IS.41-ICO ILR 3.2.8.1. The additional software license fee for the growth in installed ICO-IS.41 and IS.41-ICO ILR subscriber capacity over and above the initial * subscribers is shown in Table 15. TABLE 15 - ICO-IS.41 & IS.41-ICO ILR CAPACITY EXPANSION PRICE
NO. DESCRIPTION QUANTITY PRICE (US $ 000's) - -------------------------------------------------------------------------------------------- 1 2 * 3 4
3.2.8.2 The offered ILR hardware has been dimensioned to support * subscribers based on the parameters defined in Section 9.2 of the IGFR. The hardware may be able to support * subscribers, however, this is subject to confirmation. 3.2.9. DC Uninterruptable Power Supply System For Switch Systems 3.2.9.1. The purchase and installation prices for DC UPS (2 hour battery back-up) for the MSSC, HLR, AUC/EIR, MXE and ILR(AMPS) are provided in Table 16. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 700 24 October 1997 TABLE 16 - SWITCH DC UPS AND INSTALLATION PRICES
NO. DESCRIPTION QUANTITY DC UPS PRICE INSTALLATION PRICE (US $ 000's). (US $ 000's). - -------------------------------------------------------------------------------------------------------------------- 1 MSSC 1.1 For 320 Erlangs 1.2 For 3,200 Erlangs 2 HLR * 3 AUC/EIR 4 MXE PDC-ICO & ICO-PDC)(2)
3.2.10. PDC-ICO ILR (ICO Option As Defined in Annex 1 of the SOW) 3.2.10.1 The additional software license fee for the growth in the installed PDC-ICO and ICO-PDC ILR subscriber capacity over and above the initial * subscribers is shown in Table 17. TABLE 17 - PDC-ICO & ICO-PDC ILR CAPACITY EXPANSION PRICE
NO. DESCRIPTION QUANTITY PRICE (US $ 000's) - -------------------------------------------------------------------------------------------- 1 2 * 3 4
3.2.11. System Integration and Programme Management 3.2.11.1. The Systems Integration and Programme Management (SI&PM) fee for the future expansion of traffic and subscriber capacity is: i. * thousand per annum ii. SI&PM services will be provided at London - ------------- (2) The DC UPS for PDC-ICO, ICO-PDC and associated IMSC will be quoted subject to ICO selection of options. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 701 24 October 1997 iii. the SI&PM fee will be charged for the calendar year starting from 12 August 2000 or handover whichever is latest. 3.2.11.2 ICO may terminate the SI&PM services on 6 months notice. 3.2.12. Legal Interception 3.2.12.1 System capacity can be expanded to handle more "targets" and more simultaneous intercepted calls. The system can also be expanded to increase delivery capacity of intercepted calls toward the Monitoring Centres (MCs). 3.2.12.2 The pricing for each element of expansion is given in Table 18. TABLE 18 LEGAL INTERCEPTION CAPACITY EXPANSION PRICE
Item Quantity Firm Fixed Price - ---- -------- ---------------- Increase size of "target" list (LIAS & LIMS) Price for each additional module for E1 trunk handling the X3 interface (30 channels) per LIAS Price for upgrade of LIAS, Router and LIMS to accept fixed connections Price for each additional connection of E0 (64Kbps) per LIAS(3) * Price for each additional group of 4 simultaneous switched connections (ISUP) per LIAS LIMS support for the above Installation for any of the above options
3.2.12.3 Notes to Table 18: i. Note 1: The "No Charge" options are provide Free of Charge provided that the system is covered by warranty (initial or extended). ii. Note 2: Exclusive of all expenses which will be charged at cost. iii. Note 3: If fixed connections are not currently provided then the upgrade of LIAS, Router and LIMS to accept fixed connections will be required. 3.2.12.4 Please note that any necessary MSSC/VLR expansion is priced in accordance with the section 3.2.4. 3.3 SPARES 3.3.1.1. The prices for the on-going supply of Spares to ICO for the purposes of maintaining ICO's stock of Spares to enable ICO to achieve the availability standards as defined in Section 8.11 is included within the Warranty prices. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 702 24 October 1997 3.3.1.2. The recommended expansion of spares over and above the packages offered in the SA to support the growth of the IGF and to exceed the levels of availability defined in Section 8.11 of the IGFR will be quoted at the time ICO orders additional capacity. 3.4 EXTENDED WARRANTY (ICO OPTION AS DEFINED IN ANNEX 1 OF THE SOW) 3.4.1 SBS Deluxe Support Service 3.4.1.1. The price for the SBS Deluxe Support Service option as specified in Section 5.3 of Annex 1 of the SOW is * for each two year period. 3.4.2. MSSC Deluxe Support Service 3.4.2.1. The price for the MSSC Deluxe Support Service option specified in Section 5.4 -- covers 12 MSSC, 1 HLR, 1 AuC/EIR, Messaging system, ILR, Legal interception and 2 OSS, general purpose workstation hardware and operating systems are not included -- of Annex 1 of the SOW is: i. during Year 1 and 2 (ie in the warranty period) * for a 2 year period. ii. during Year 3 and 4, * for a 1 year period thereafter, except Messaging system, ILR and Legal interception. iii. during Year 3 and 4 * for a 1 year period thereafter, for Messaging system ILR and Legal interception. The break down of the amount is shown below: (1) ILR 2 systems (refer to item 2.4.2.3) * * * (2) Messaging system * (3) Legal Interception * iv. Note that new MSSC software releases incorporating new functionality are not included within this service. 3.4.2.2. The price of the MSSC Deluxe Support Service will be revised should ICO change the number of nodes in the IGF. 3.4.2.3. The options as defined in Annex 1 of the SOW also have a charge associated with Deluxe support as follows: i. ILRs, for the 1st to 3rd ILR, US$ 184,000 per ILR per annum and for the 4th and thereafter * per ILR per Year 3.4.2.4. The price for the MSSC Deluxe Support Service II option specified in Section 5.5 of Annex 1 of the SOW is as specified in Paragraphs 3.4.2.1, 3.4.2.2 and 3.4.2.3. of this Schedule. 3.4.2.5. Deluxe Support of HPN is priced at * per Year. This price provides one year of depot maintenance for the HPN hardware and software. Depot maintenance support does not include travel which if required will be charged in addition to the basic annual price. General purpose workstation hardware and operating systems are not included in this service. 3.4.3 Extended Basic Warranty 3.4.3.1. The price for the Extended Basic Warranty options specified in Section 5.2.1 of Annex 1 are: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 703 24 October 1997 i. RFT: * of FOB equipment price excluding NRE and general purpose workstation per annum. The warranty for the TWT's shall be the same as that in clause 40.[16] of the SA. ii. SBS: first year after completion of the warranty period specific to clause 40 of the SA, * per annum for 12 SANs and thereafter * per annum for 12 SAN. iii. MSSC: * of FOB equipment price, excluding NRE and general purpose workstation, per annum. iv. TNM: * of FOB equipment price, excluding NRE and general purpose workstation hardware, per annum. This does not cover general purpose workstation hardware and OS maintenance. v. NMC/SAN OSS: * of FOB Equipment price, excluding NRE and general purpose workstation hardware, per annum. This does not cover general purpose workstation hardware and OS maintenance. 3.5 PRICE ADJUSTMENT 3.5.1. Equipment Price Adjustment Formula 3.5.1.1. This Price Adjustment Formula shall be applied to the equipment described in Sections 3.2.1 to 3.2.10 inclusive and Section 3.3. 3.5.1.2. Application of this price adjustment formula is subject to Section 3.5.3. 3.5.1.3. The Contractor and ICO will negotiate in good faith to finalise the indices; As and Bs and ratios X, Y and Z, within three months of the SA. The Contractor will propose to ICO several options for the indices--shown below in Paragraphs 3.5.14., 3.5.1.5, 3.5.1.6., 3.5.1.7, 3.5.1.8., 3.5.1.9, 3.5.1.10., 3.5.1.11., 3.5.1.12., 3.5.1.13 and 3.5.2-- and will also provide detail of at least the last three years recorded indices and their sources. 3.5.1.4. Price in year of purchase *
3.5.1.5. NEC-J Indices: Antenna Subsystem: i. "X" = * ii. "Y" = * iii. "Z" = * iv. Index A = Monthly wholesale price index of metals & related products, Japan v. Index B = Monthly cash earning index (nominal) of regular workers in Manufacturing Industries (Contract Cash Earning), Japan 3.5.1.6. NEC-J Indices: Other Equipment i. "X" = * ii. "Y" = * iii. "Z" = * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 704 24 October 1997 iv. Index A = Monthly whole sale price index of Electrical Machinery, Japan v. Index B = Monthly cash earning index (nominal) of regular workers in Manufacturing Industries (Contract Cash Earning), Japan 3.5.1.7. The NEC-J indices shall be extracted from "Economics Statistics Monthly" published monthly by the Bank of Japan and be applied to the above formula. Should the indices for the months of new order not be available, then the latest indices obtainable shall be applied. 3.5.1.8. HNS Indices i. "X" = * ii. "Y1" = * (Note that factor "Y" as shown in the formula has, for HNS, been split into two components, "Y1" and "Y2". "B" has also been split into two respectively "B1" and "B2",) iii. "Y2" = * iv. "Z" = * v. Index A = US PPI for Electrical and Electronic Machinery Equipment and Supplies, not seasonally adjusted vi. Index B1 = USA Employment cost index for total compensation, durable goods manufacturing, not seasonally adjusted vii. Index B2 = Electrical/Electronics Industry Wages Index, India 3.5.1.9. The Producer Price Index (PPI) is calculated by US Bureau of Labor, and is widely recognized among business people, economists, statisticians, and accountants for price adjustment clauses in contracts. 3.5.1.10. Index A and B1 will be as published by the US Department of Labor Bureau of labor statistics. 3.5.1.11. Index B2 will be as defined as described in Paragraph 3.5.1.3. 3.5.1.12. ETL Indices: i. "X" = * ii. "Y" = * iii. "Z" = * iv. Index A = Telephone Equipment Capital Goods Index, World v. Index B = Electrical/Electronics Industry Wages Index, Sweden 3.5.1.13. NEC/A Indices: i. "X" = * ii. "Y" = * iii. "Z" = * iv. Index A = Price index of material as published by Australian Bureau of Statistics Cat. No. 6412.0 group 33 * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 705 24 October 1997 v. Index B = Electrical/Electronics Industry Wages Index, Australia 3.5.2. Basic Price Adjustment Formula for Services 3.5.2.1. This Price Adjustment formula shall be applied to the installation, integration and project management services listed in Sections 3.2.1 to 3.3.11. 3.5.2.2. Application of this price adjustment formula is subject to Section 3.5.3. 3.5.2.3. The Basic Price adjustment formula for services is: * 3.5.2.4. Each member of the Contractor's team price adjustment for services shall use the same wages Indices ("B"s,"B1"s and "B2"s) given in Section 3.5.1 and with the same proportion of B1 and B2 as given in Section 3.5 to make up the 0.8 coefficient. 3.5.3. Application of Pricing Adjustment Formulae 3.5.3.1. For equipment orders placed by ICO on, or before, 31 March 1998 for a) delivery, installation and integration with the initial purchase in the year 2000 and b) where the capacities do not exceed ICO's projected year 2002 requirements, the Not To Exceed price of the equipment, installation and integration shall be determined in accordance with the prices described in Section 3.2.1 to 3.2.10 inclusive without application of the Price Adjustment formula described in Section 3.5.1 and 3.5.2. The actual price of the equipment, installation and integration shall be agreed at the date ICO places the order and shall take into account the then prevailing market conditions and not exceeding the prices charged to other customers ordering similar quantities of similar types of equipment. 3.5.3.2. For equipment orders placed by ICO: i. on, or after, 1 April 1998, or ii. for delivery, installation and integration after year 2000 or iii. in excess of ICO's projected year 2002 requirements. The Price Adjustment formulae in Section 3.5.1 and 3.5.2 shall apply unless the actual price adjustment on or after 1 April 1998 exceeds three times or more the average annual adjustment rate during the period March 1995 to March 1997, determined using the Price Adjustment formulae in Section 3.5.1 and 3.5.2. In such event the actual price shall be determined taking into account the then prevailing market conditions and not exceeding the prices charged to other customers ordering similar quantities of similar types of equipment 3.6. PAYMENT SCHEDULE 3.6.1.1. The equipment payment terms shall be: i. * of value on order ii. * of value on shipment iii. * of value on acceptance 3.6.1.2. The installation and SI&PM charges payment terms shall be: * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 706 24 October 1997 i. * of value on order ii. * of the value in equal monthly instalments, in arrears, during the duration of the programme iii. * of the value upon acceptance. 3.6.1.3. The spares payment terms shall be: i. * of the value on order ii. * on delivery to the specified site. 4. EQUIPMENT ORDER PROCESS 4.1. NORMAL PROCESS 4.1.1.1. The Contractor and the Purchaser agree to develop a process for handling the ordering and delivery of equipment. The main principles of the process are detailed in the following paragraphs. Items in [] are subject to review during the development of the process. 4.1.1.2. ICO will provide the Contractor(s) with a rolling forecast of future demand estimates [the format for this is as per Table 1 of Annex 1 of the SOW]. The forecast will be revised on an [annual] basis and supplied to the Contractor(s) on [Specific date]. 4.1.1.3. ICO will place specific orders for equipment on Contractor(s) in the [format specified in Table 1 of Annex 1, showing separately the total installed capacity, the incremental capacity and the final installed capacity after the purchase.] The total incremental capacity to be supplied under the order for all sites shall be used for the calculation of the price as defined in Section 3. 4.1.1.4. The FOB date shall be within nine months of receipt of order from ICO. 4.1.1.5. Contractor(s) shall be responsible for the management and co-ordination of all contractor staff and the successful installation, testing and bringing into service of the new tranche of equipment at each site. 4.1.1.6. The installation and test schedule will be agreed at the time of the placement of the order. The installation and acceptance shall be completed no more than 6 months after the delivery of equipment to the site unless agreed by ICO. 4.1.1.7. Contractor(s) shall plan in advance with ICO to minimize any downtime required for installation of expansion blocks. The Contractor shall work with ICO/Operator to schedule the downtime in appropriate time of day for ICO's business purposes. 4.2 EXPEDITED PROCESS 4.2.1.1. ICO may request at any time an expedited order, delivery and bringing into service capacity expansion. 4.2.1.2. The Contractor will make all reasonable efforts to provide shortened delivery lead times for all, or part, of the order, as requested. 4.2.1.3. ICO can negotiate and give contractor incentives to shorten the lead time from receipt of order to bringing into shipment (FOB) and installation and brining into service. 4.2.1.4. The expedited process may apply to partial shipments of a normal order or to a special purpose order which ICO may raise. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 707 24 October 1997 5. PRICING OF SOFTWARE RELEASES 5.1. GENERAL PRINCIPLES 5.1.1.1. Contractor(s) will provide ICO with releases of operating software on "as need be" basis or upon new feature release that has been purchased by ICO except switch (MSSC) subsystem software. 5.1.1.2. Contractor will provide regular releases of operating software for Switch (MSSC) subsystem which will provide new functionality in accordance with Supply Agreement. 5.1.1.3. The software releases will include fixes to faults, a basic package of new functionality and a range of optional features. 5.1.1.4. The price schedule of the new software releases will be submitted separately 90 days in advance of the new releases. 5.2. MSSC SOFTWARE UPGRADE PRICING 5.2.1.1. The pricing per annum for subscription to the standard CME 20 (MSSC) Software release programme for the period 1 January 2001 until December 2003 is as shown in Table 19. The price for the upgrade depends upon the size of network. TABLE 19 - MSSC SOFTWARE UPGRADE PRICING
PRICING PRICE PER NODE PARAMETER ANNUM (US$) - ---- --------- ----------- *
5.2.1.2. The above pricing is firm fixed price for the three year term. Subsequent pricing will be negotiated at the end of the three year term and will be linked to an index to be agreed. 5.2.1.3. The above software subscription provides ICO with the right to all basic software upgrades for the MSSC and HLR nodes which are made available within the subscription period. ICO may also choose to purchase optional features in addition. 5.2.1.4. Note that the above prices exclude any installation and materials costs which may be charged and which will be quoted at the time of upgrade. 5.2.1.5. The annual MSSC software subscription is subject to the discount structure shown in Table 20 based on the total number of installed Exchange Terminating Circuits (ETCs) in the ICO network at the start of the subscription year. TABLE 20 - MSSC SOFTWARE DISCOUNT STRUCTURE
NUMBER OF ETCs IN IGF * - -------------- Software subscription * discount
* Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 708 24 October 1997 5.2.1.6. The annual HLR software subscription is subject to the discount structure per HLR as shown in Table based on the number of registered subscribers in the ICO network at the start of the subscription year. TABLE 21 - HLR SOFTWARE DISCOUNT STRUCTURE
THOUSANDS OF SUBSCRIBERS * IN THE HLR - ------------ Software subscription * discount
5.2.1.7. The pricing per annum for subscription to the standard Legal Interception Software release programme for the period 1 January 2001 until 31 December 2003 is given in Table 22. The prices below are for the LIAS and LIMS for the Legal Interception solution as currently proposed. Software upgrades for the MSSC/VLR are covered by the existing Supply Agreement. TABLE 22 - LEGAL INTERCEPTION SYSTEM SOFTWARE UPGRADE PRICING
ITEM DESCRIPTION * - ---- ----------- ---------------- Software As described in detail * Upgrade below Subscription per one year
5.2.1.8. The above pricing is fixed for the three-year term. Subsequent pricing will be negotiated at the end of the three-year term. The above software subscription provides ICO with the right to all basic software upgrades for the LIAS and LIMS nodes which are made available within the subscription period. Software upgrades are issued approximately once every six months. Software upgrades include fault corrections, module enhancements and new features. 5.2.1.9. Please note that the above prices exclude any installation and materials costs which may be charged in addition. 6. PRICING AND PROCESS FOR DEVELOPMENT OF ICO SPECIFIC FUNCTIONALITY 6.1. INTRODUCTION 6.1.1.1. The Contractor recognises that ICO will require the on-going development of ICO specific functionality and agrees to develop a process to support ICO's continued development. 6.1.1.2. The process and costs of development and integration of Future Requirements will be developed using the concepts as described in Section 6.2, 6.3, 6.4 and 6.5. 6.2. FEASIBILITY STUDY 6.2.1.1. ICO will request the Contractor(s) to undertake a feasibility study for a particular element of functionality. The process that shall be followed is: i. ICO and the Contractor(s) will hold functionality development meetings on as need be basis either initiated by ICO or by the Contractor., ICO will provide a forecast, short and long term, of the ICO specific functionality that may be required. * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 709 24 October 1997 ii. ICO will request the Contractor to provide 'rough order of magnitude' costs (ROM) and the development and installation schedule for ICO selected functions. 6.2.1.2. The Contractor shall either: i. deliver a rough order of magnitude cost, including a program for the development of the functionality including the detailed specification, and the program for installation and integration of the functionality, ii. or provide a commitment to delivering a Firm Fixed Price, including development, testing and installation schedule on an agreed upon schedule between ICO and contractor. 6.3. DELIVERY 6.3.1.1. The delivery of the additional functionality shall be completed on an agreed upon schedule between ICO and the contractor. 6.3.1.2. The programme for delivery shall include milestones as appropriate to the needs of each development and may include, but are not limited to: i. design review meeting ii. critical design review meeting iii. test plan review iv. rollout plan review v. installation plan vi. acceptance and handover plan 6.4. ICO SPECIFIC FUNCTIONALITY PRICING 6.4.1.1. The Contractor shall provide ICO firm fixed price information that includes: i. Non-recurring expenditure where appropriate ii. equipment prices iii. spares iv. software licenses v. installation and testing vi. project management and systems integration vii. warranty viii. payment schedule. 710 24 October 1997 6.5. PRICE METHODOLOGY 6.5.1.1. In order to establish the firm fixed price for ICO specific functionality, the price level shall be agreed in the following manner. i. Normal commercial negotiations following submission of technical and commercial proposals ii. Price justification initially based on the prices included in the Contractor's Supply Agreement and taking into consideration any changes in exchange rates and agreed escalation formulae iii. If agreement cannot be reached on the above basis further price justification will be provided based on world-wide price comparisons iv. If agreement cannot be reached the Contractor will provide detailed estimates of the work to be performed with corresponding hardware, software and manpower costings. 711 CHANGE ORDER NO: 2 ATTACHMENT 2 2. Schedule 9 - Pricing Schedule Appendix 1 (*The following 19 pages have been redacted) * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 712 GRAND TOTAL * * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 713 CHANGE ORDER NO: 2 ATTACHMENT 2 3. SCHEDULE 9 -- PRICING SCHEDULE APPENDIX 2 (*The following 103 pages have been redacted) * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 714 CHANGE ORDER NO: 2 ATTACHMENT 2 4. SCHEDULE 11 - PAYMENT SCHEDULE CLASSIFICATION SUMMARY * [19 PAGES HAVE BEEN REDACTED] * Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 715 CHANGE ORDER NO: 2 ATTACHMENT 2 5. SCHEDULE 13 - IGFR VERSION 26 716 27 November 1997 Our Ref: SA0526/WG7/19970523/GKS NEC Corporation c/o NEC-ICO Project Office 5th Floor, Horatio House 77-85 Fulham Palace Road Hammersmith London W6 8JC [ICO Logo and Letterhead] ICO GLOBAL COMMUNICATIONS 1 Queen Caroline Street Hammersmith London W6 9BN United Kingdom TEL +44 (0) 181 600 1000 FAX +44 (0) 181 600 1199 For the attention of Mr Tadeo Furukawa, Dr A Fujii Dear Sirs SUBJECT: ICO GROUND FACILITIES SUPPLY AGREEMENT: CHANGE ORDER 2 - SIDE LETTER ON IGFR VERSION 26, 10 NOV 97 ICO and NEC intend to agree Change Order 2, which refers to IGFR Version 26, dated 10 November 1997. ICO and NEC agree that, as of the signature of Change Order 2, both parties will agree and immediately implement the following changes to the IGFR, Version 26 of 10 November 1997: The paragraphs identified below will read as follows: 3.3.3.2. REMOTE PCS (RPCS) The IGF shall provide an IF Interface to external Remote PCS equipment at selected SANs provided for PCS functions in accordance with the PCS ICD, ICO document EN-TC-ICO-IS-0003. 3.3.6.3. CENTRAL PCS (CPCS) The IGF shall provide a data communications interface at the NMC and Backup NMC to external Central PCS equipment for passing information between CPCS and NMC in accordance with the PCS ICD, ICO document EN-TC-ICO-IS-0003. 3.3.6.4. REMOTE PCS The IGF shall provide a data communication Interface to external Remote PCS equipment at selected SANs provided for PCS functions in accordance with the PCS ICD, ICO document EN-TC-ICO-IS-0003. 6.53.1.6.5. The IGF shall assume that the Remote PCS equipment shall have the capability to set its IF level at the interface point to the IDS to adjust to the nominal EIRP of the PCS SRMS command carrier. 6.57.1.10.3. Interface requirements between the Remote PCS equipment and the SAN equipment shall be in accordance with the PCS ICD, ICO document EN-TC-ICO-IS-0003. CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL COMMUNICATIONS ICO SERVICES LTD Registered in England No. 3045294 Registered Office: 1 Queen Caroline Street London W6 9BN UK 717 6.59.1.5. The Remote PCS subsystem shall interface with the IDS at 1 GHz band IF interface according to the PCS ICD, ICO document EN-TC-ICO-IS-0003. 6.59.1.6. The Remote PCS subsystem shall interface with the SAN-OSS to provide the equipment alarms according to the PCS ICD, ICO document EN-TC-ICO-IS-0003. 6.59.1.7. The Remote PCS subsystem shall interface with the IDS to receive the RFT to satellite assignment information according to the PCS ICD, ICO document EN-TC-ICO-IS-0003. 6.59.1.8. The Remote PCS subsystem shall interface with the Clock Distribution Subsystem to receive the reference clock and frequency according to the PCS ICD, ICO document EN-TC-ICO-IS-0003. It is further agreed that, as at the date of execution of Change Order 2, the technical content of the PCS ICD, ICO document EN-TC-ICO-IS-0003 Appendix C will be taken as given in NEC documents WG2-SN-70034 and WG2-SN-70035. These changes will be incorporated into subsequent Versions of the IGFR. Yours sincerely, /s/ GK Smith G.K. Smith SVP and Chief Engineering Officer cc: NEC Documentation Manager J Singh, K Smith, P Poskett, K Hungerford, C Forsyth, G Wiginton, ICO Project Office PARTIES AGREE: G.K. Smith for ICO A. Fujii for NEC /s/ GK Smith /s/ A. Fujii - ------------------------------ ------------------------------ Date: 28/11/97 28/11/97 - ------------------------------ ------------------------------ Page 2 CONFIDENTIAL AND PROPRIETARY TO ICO GLOBAL COMMUNICATIONS 718 ICO GLOBAL COMMUNICATIONS [ICO LOGO] 1 QUEEN CAROLINE STREET HAMMERSMITH LONDON W6 9BN UNITED KINGDOM TEL: +44 181 600 1000 FAX: +44 181 600 1199 I-CO SERVICES LIMITED REGISTERED IN ENGLAND: NO.3045294 REGISTERED OFFICE: 1 QUEEN CAROLINE ST. LONDON W6 9BN UK - -------------------------------------------------------------------------------- ICONET GROUND FACILITIES REQUIREMENTS DOCUMENT - -------------------------------------------------------------------------------- COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT ALL INFORMATION CONTAINED IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETY TO ICO GLOBAL COMMUNICATIONS OR ANY OTHER MEMBER OF THE ICO GLOBAL COMMUNICATIONS GROUP AND INTENDED ONLY FOR THE ADDRESSEE TO WHOM THIS COPY IS ADDRESSED. THE RECIPIENT SHALL NEITHER COPY, DISTRIBUTE, DISCLOSE OR USE THE INFORMATION CONTAINED IN IT FOR ANY PURPOSE OTHER THAN FOR WHICH THIS DOCUMENT HAS BEEN MADE AVAILABLE NOR PERMIT ANYONE ELSE TO DO THE SAME. THE RECIPIENT SHALL BE HELD FULLY LIABLE FOR ANY WRONGFUL DISCLOSURE OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT BY HIM, OR HIS OFFICERS OR EMPLOYEES OR ANYONE ELSE TO WHOM HE MAKES THE INFORMATION AVAILABLE. --------------------------------------- DOCUMENT NO.: EN-IG-ICO-RQ/000014 --------------------------------------- VERSION: 26 --------------------------------------- DATE: 10 NOVEMBER 1997 --------------------------------------- ------------------------------------------------------------------- APPROVED APPROVED ------------------------------------------------------------------- CHIEF ENGINEER CHIEF ENGINEERING OFFICER (NEC) (ICO) ------------------------------------------------------------------- *** *** ------------------------------------------------------------------- ------------------------------------------------------------------- 719 - -------------------------------------------------------------------------------- [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 - -------------------------------------------------------------------------------- AMENDMENT RECORD - -------------------------------------------------------------------------------- DATE CN NO. REASON FOR CHANGE - -------------------------------------------------------------------------------- 10 Exercise of 60, 61 and 120 day options. Removal November of PCS from SA. 1997 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ICO Proprietary and Confidential 720 EN-IG-ICO-RQ/000014 ICO ICONET Ground Facilities Requirements Version: 26 10 November 1997 TABLE OF CONTENTS 1. GENERAL 1 1.1. PURPOSE 1 1.2. ELEMENTS OF THE ICONET GROUND FACILITIES 1 1.2.1. General 1 1.2.2. SAN 1 1.2.3. NMC and Backup NMC 3 1.2.4. Operational Test and Development Facility (OT&DF) (F/R) 3 1.2.5. Miscellaneous Equipment 3 1.2.6. Buyer Furnished Equipment 3 1.3. RELATED DOCUMENTS 10 1.3.1. Incorporation by Reference 10 1.3.2. Precedence 10 1.3.3. List of Incorporated Documents 10 1.3.4. List of Air Interface Documents. 10 1.3.5. List of Reference Documents. 10 1.4. NOTATION CONVENTIONS 11 1.4.1. Square Brackets, TBD, and TBR 11 1.4.2. Future Requirements 11 1.4.3. Options 11 2. DEFINITIONS & ACRONYMS 12 3. BASIC REQUIREMENTS 18 3.1. ICONET GROUND FACILITY DEFINITION 18 3.2. SYSTEM DESCRIPTION 18 3.3. EXTERNAL INTERFACES 18 3.3.1. General 18 3.3.2. RF Interface 18 3.3.3. IF Interfaces 18 3.3.4. Terrestrial Network Interface 19 3.3.5. ADC Interface 19 3.3.6. Data Communications Interface 19 4. END-USER SERVICES 20 4.1. BASIC TELESERVICES 20 4.1.1. Speech Services 20 4.1.2. Short Message Services 20 4.1.3. Facsimile Services 21 4.2. BASIC BEARER SERVICES 22 4.2.1. Circuit Mode Data Services (up to 9600 bps) using GSM Standard 22 4.2.2. Circuit Mode Data Services (up to 38.4 kbps) using GSM Standard 22 4.2.3. Alternate Voice and Data Services Using Voice Codec Signalling 23 4.3. GSM SUPPLEMENTARY SERVICES 23 4.3.1. General 23 4.3.2. Line Identification Services 24 4.3.3. Call Forwarding Services 24 4.3.4. Call Waiting and Call Hold Services 24 4.3.5. Multi-party Services 25 4.3.6. Closed User Group Services 25 4.3.7. Call Restriction Services 25 4.3.8. Advice of Charge Services 25 4.4. ICO SPECIFIC SERVICES 26 4.4.1. High Penetration Notification (HPN) Service 26 4.4.2. ICO Dual-numbering 27 4.4.3. Natural Language Support 27 Page i of 260 ICO Proprietary and Confidential 721 EN-IG-ICO-RQ/000014 ICO ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.5. MAIL AND MESSAGING SERVICES 28 4.5.1. Generic Messaging Platform Requirements 28 4.5.2. Voice Mailbox 29 4.5.3. Fax Mailbox 29 4.5.4. Email 29 4.5.5. SMS 29 4.5.6. Mailbox Access and Retrieval 30 4.5.7. Mailbox Notification 32 4.5.8. Access to External Systems 32 4.6. ADVANCED SERVICES (F/R) 32 4.6.1. General IN Platform Requirements 32 4.6.2. IN Services 35 4.7. SUBSCRIPTION TO ICO SERVICES 38 4.7.1. General 38 4.7.2. Subscription Profiles in the HLR/VLR 38 4.7.3. Subscriber Profiles in the IN Platform (F/R) 39 4.7.4. Subscriber Profiles in the Messaging Platform 39 4.8. CELLULAR/SATELLITE ROAMING 39 4.8.1. General 39 4.8.2. Roaming with IS.41 Based Networks 40 4.8.3. Roaming with PDC Networks (OPTION) 40 4.8.4. Roaming with GSM Based Networks 40 4.8.5. Generic Roaming Functions 41 4.8.6. Protocol Support 43 4.8.7. Provisioning Functions 44 4.8.8. Network Management Functions 44 4.8.9. Availability of Products and Services to Roaming Subscribers 45 4.9. OTHER VALUE-ADDED SERVICES 47 4.10. SPECIALISED TERMINALS 48 4.10.1. Multichannel Terminals (F/R) 48 4.10.2. Semi-fixed Terminals 48 5. ADMINISTRATION AND SUPPORT SERVICES 49 5.1. BILLING SERVICES 49 5.1.1. Call Detail Recording in the MSSC 49 5.1.2. Call Detail Recording in the Messaging Platform 51 5.2. PROVISIONING SERVICES 53 5.2.1. Subscriber Administration in the HLR 53 5.2.2. Subscriber Administration in the Cellular/Satellite Interworking Function (CS-IWF) 53 5.2.3. Subscriber Administration in the Messaging Platform 54 5.2.4. Subscriber Administration in the Service Control Point (SCP)(F/R) 54 5.2.5. Administration of Secret Keys in the Authentication Centre (AuC) 54 5.2.6. Administration of Secret Keys in the Cellular/Satellite Interworking Function (CS-IWF) 55 5.3. MOBILE EQUIPMENT MONITORING 55 5.4. CUSTOMER CARE AND OPERATOR SUPPORT 56 5.4.1. General 56 5.4.2. Operator Determined Barring (ODB) 56 5.4.3. Operator Controlled Diversion 56 5.4.4. Subscriber Specific Announcements 56 5.4.5. Subscriber Tracing 56 5.5. FRAUD MANAGEMENT SERVICES 57 6. GENERIC SYSTEM FUNCTIONS 59 6.1. NUMBERING, ADDRESSING AND IDENTIFICATION 59 6.1.1. International Mobile Subscriber Identification 59 6.1.2. Mobile Station International ISDN Numbers 59 6.1.3. Mobile Station Roaming Numbers 60 6.1.4. International Mobile Equipment Identity 60 6.2. RADIO CONNECTIVITY BETWEEN USER TERMINALS, SATELLITES AND SANS 60 Page ii of 260 ICO Proprietary and Confidential 722 - -------------------------------------------------------------------------------- [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 ICO 10 November 1997 - -------------------------------------------------------------------------------- 6.3. PSTN/ISDN/PLMN INTERCONNECTION 61 6.4. SECTION NOT USED 61 6.5. DCN SUBSYSTEM 61 6.5.1. Network Management DCN 61 6.5.2. Voice Service Network (F/R) 62 6.6. REGISTRATION AND IMSI ATTACH/DETACH 64 6.6.1. Basic Capabilities for Registration 64 6.6.2. Registration Procedures 64 6.6.3. Registration Cases 65 6.6.4. Denial of Registration 65 6.7. CALL ROUTING 66 6.7.1. MSSC Call Routing 66 6.7.2. TNM Routing 66 6.8. MP PAGING 66 6.9. SECTION NOT USED 67 6.10. SECTION NOT USED 67 6.11. DIVERSITY SATELLITE PATH ALLOCATIONS AND USAGE 67 6.11.1. Diversity Capacity 67 6.11.2. Diversity Path Allocation and De-allocation 67 6.11.3. Transmission and Reception Over Diversity Path 68 6.12. HANDOVERS 68 6.13. SUBSCRIBER IDENTITY AUTHENTICATION 69 6.14. ENCRYPTION 69 6.15. IMEI CHECKING 70 6.16. CAUSES, TONES AND ANNOUNCEMENTS 70 6.17. ECHO CANCELLATION 70 6.18. TERRESTRIAL MODEM POOLS 71 6.19. UT POSITION INFORMATION 71 6.19.1. Position Information Determination 71 6.19.2. Conversion of Frequency and Time Measurement to Position 72 6.19.3. Usage of UT Position Information 74 6.19.4. Mapping of UT Position to Service Area 74 6.19.5. Handling of UT-supplied Position Information 75 6.20. LEGAL INTERCEPTION 75 6.21. FORCED CALL ROUTING (F/R) 78 6.22. PURGING OF LOCATION REGISTERS 79 6.23. ICO SPACE SEGMENT AND SANs 79 6.24. SECTION NOT USED 80 6.25. RADIO SYNCHRONISATION 80 6.25.1. Time Synchronisation 80 6.25.2. Frequency Synchronisation 82 6.25.3. Terrestrial Network Synchronisation 86 6.26. AIR INTERFACE ELEMENTARY AND STRUCTURED PROCEDURES 86 6.26.1. Air Interface Elementary Procedures 86 6.26.2. Structured Procedures 88 6.27. UT/SUBSCRIBER ACCESS MANAGEMENT AND CONTROL 89 6.28. ACCESS CLASS HANDLING 89 6.28.1. General 89 6.28.2. Barring of Access Classes 89 6.28.3. Unbarring of Access Classes 90 6.29. SUBSCRIBER CLASS HANDLING (F/R) 90 6.30. CLASSMARK HANDLING 90 6.31. CHANNEL MODE MODIFY 90 6.31.1. Channel Mode Modify in the SBS and TNM 90 6.31.2. Channel Mode Modify in the MSSC 90 6.32. IN-CALL MODIFICATION 91 6.33. SUPPORT FOR DTMF 91 6.34. RELEASE OF RESOURCES 91 - -------------------------------------------------------------------------------- Page iii of 260 ICO Proprietary and Confidential 723 - -------------------------------------------------------------------------------- [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 ICO 10 November 1997 - -------------------------------------------------------------------------------- 6.34.1. General 91 6.34.2. Release of Equipment, Satellite Spectrum and Satellite Power Resources 92 6.34.3. Release of Resources External to IGF 92 6.35. QUEUING 92 6.36. CONGESTION AND OVERLOAD 92 6.37. C7 SIGNALLING LINK MONITORING 93 6.38. VOICE CODING 93 6.39. DTX 93 6.40. SYSTEM INFORMATION BROADCASTING 94 6.41. RADIO ACCESS MANAGEMENT 94 6.41.1. Paging Channel (PCH) 94 6.41.2. Access Grant Channel (AGCH) 94 6.41.3. Random Access Channel (RACH) 95 6.41.4. Fast and Slow Associated Control Channels (FACCH and SACCH) 95 6.42. RADIO SESSION MANAGEMENT 95 6.42.1. Session Initiation Requirements 95 6.43. LINK MONITORING 97 6.43.1. Dedicated Channels 97 6.43.2. BCCH 98 6.43.3. RACH 98 6.44. SECTION NOT USED 99 6.45. SECTION NOT USED 99 6.46. SECTION NOT USED 99 6.47. POWER CONTROL 99 6.47.1. SAN Automatic Power Control 99 6.47.2. SAN EIRP Control for TCH and DCCH 99 6.47.3. SAN EIRP Control for Forward Control Channels 100 6.47.4. UT EIRP Control for TCH and DCCH 100 6.47.5. RACH 101 6.47.6. ACK/HP 101 6.48. SAN COVERAGE AND MANAGEMENT 101 6.48.1. SAN Coverage Access 101 6.48.2. Coverage Planning 102 6.49. SATELLITE EIRP MANAGEMENT 103 6.49.1. Satellite RF Power Management Parameters 103 6.49.2. Satellite Transponder Gain Value Entry and Usage 105 6.49.3. Rules for Generation of Satellite Power Management Parameters 105 6.49.4. Determination of SBS and HPN and SAN-OSS Control Parameters 106 6.49.5. Satellite EIRP Monitoring 107 6.49.6. Satellite RF Power Overload Management 107 6.50. SPECTRUM MANAGEMENT 107 6.50.1. Functional Requirements for the Generation and Distribution of SRMC Data 107 6.50.2. Performance Requirements 108 6.50.3. Spectrum Management Reference Traffic Distribution 116 6.51. INTERFERENCE MANAGEMENT 117 6.52. HPN REQUIREMENTS 118 6.52.1. HPN General Requirements 118 6.52.2. Basic Capabilities for HPN 119 6.52.3. HPN Message Transmission and Reception 119 6.52.4. Section Not Used 119 6.52.5. HPN Frequency Planning 119 6.52.6. HPN Synchronisation Planning 120 6.52.7. HPN Satellite Control 121 6.52.8. HPN Location Phase Planning 121 6.52.9. HPN Channel Management 122 6.52.10. HPN Subsystem Synchronisation 123 6.53. SAN AIR INTERFACE REQUIREMENTS 123 6.53.1. C-band Transmit Requirements 123 6.53.2. C-band Receive Requirements 127 - -------------------------------------------------------------------------------- Page iv of 260 ICO Proprietary and Confidential 724 EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 [ICO LOGO] 10 November 1997 6.53.3 S-band TX Performance Requirements 129 6.54. SECTION NOT USED 130 6.55. TRAFFIC PLANNING 130 6.56. CHANNEL UNIT FAILURE HANDLING 132 6.56.1. Traffic Channel Unit Failures 132 6.56.2. Control Channel Unit Failures 133 6.57. RFT FUNCTIONAL REQUIREMENTS 133 6.57.1. General Requirements 133 6.57.2. Antenna Requirements 135 6.57.3. C-band TX/RX Functional Requirements 136 6.57.4. S-band TX/RX Functional Requirements 137 6.57.5. Doppler Measurements and Compensation Functional Requirements 137 6.57.6. Automatic Power Control (APC) 138 6.57.7. Axial Ratio Compensation Functions (F/R) 138 6.57.8. RFT Monitoring and Control 138 6.57.9. TT&C Support Functions 139 6.57.10. PCS/HPN Support Functions 140 6.57.11. Test Loop Translator 140 6.58. RFT PERFORMANCE REQUIREMENTS 141 6.58.1. Antenna Requirements 141 6.58.2. C-band Performance Requirements 144 6.58.3. S-band Performance Requirements 147 6.58.4. Doppler Measurement and Compensation Performance Requirements 148 6.58.5. Automatic Power Control (APC) 149 6.58.6. RFT Shelter 149 6.58.7. RFT Downlink Requirements for TT&C 150 6.58.8. RFT Uplink Requirements for TT&C 151 6.59. PCS INTERFACE REQUIREMENTS 151 6.59.1. General PCS Interface Requirements 151 6.59.2. Section Not Used 152 6.59.3. PCS Subsystem Control Functions 152 6.59.4. Section Not Used 153 6.59.5. Payload and Ground System Synchronisation 153 6.59.6. Section Not Used 153 6.59.7. Section Not Used 153 6.59.8. Payload Status 153 6.59.9. Payload Configuration 154 7. NETWORK MANAGEMENT SYSTEM AND LEGAL INTERCEPTION SYSTEM 157 7.1 GENERAL REQUIREMENTS 157 7.1.1. Requirements for New Elements 157 7.1.2. Network Management 157 7.1.3. Data Archiving 160 7.1.4. Application Programming Interface 160 7.1.5. Report Mechanisms 160 7.1.6. Software Upgrades 161 7.1.7. Network Management Centre and SAN-OSS 161 7.1.8. Man Machine Interface Requirements 163 7.1.9. Backup and Restoration 165 7.1.10. Reliability and Availability 166 7.1.11. Performance 166 7.1.12. Sizing 167 7.1.13. Expandability 167 7.1.14. Operational Testing Capabilities 167 7.1.15. NMC and Back-Up NMC Platform 168 7.2. CONFIGURATION MANAGEMENT 168 7.2.1. Requirements for New Elements 168
Page v of 260 ICO Proprietary and Confidential 725 EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 [ICO LOGO] 10 November 1997 7.2.2. General 168 7.3. FAULT MANAGEMENT 171 7.3.1. Requirements for New Elements 171 7.3.2. General 171 7.3.3. Alarm Analysis 172 7.3.4. Trouble Ticket Management 172 7.4. PERFORMANCE MANAGEMENT 173 7.4.1. Requirements for New Elements 173 7.4.2. General 173 7.4.3. Network Traffic Management 173 7.5. SECURITY MANAGEMENT 174 7.5.1. Requirements for New Elements 174 7.5.2. General 174 7.6. ACCOUNTING MANAGEMENT 175 7.7. SECTION NOT USED 175 7.8. OPERATIONS AND MAINTENANCE INTERFACE REQUIREMENTS 175 7.8.1. General 175 7.8.2. Satellite Resource Management Centre 176 7.8.3. Satellite Control Centre 177 7.8.4. NODE Operations System 178 7.8.5. Satellite Access Node 197 7.8.6. High Power Notification 198 7.8.7. ICO provided Payload Command System 201 7.8.8. Radio Frequency Terminal 205 7.8.9. Satellite Base Station 211 7.8.10. Terrestrial Network Manager 215 7.8.11. Digital Communication Network 217 7.8.12. ICONET Synchronisation System 219 7.8.13. C-C Subsystem 220 7.8.14. ICO Administrative Data Centre 220 7.9. LEGAL INTERCEPTION MANAGEMENT SYSTEM 220 7.9.1. General Requirements 220 7.9.2. Configuration Management 221 7.9.3. Fault Management 221 7.9.4. Performance Management 222 7.9.5. Security Management 222 8. PERFORMANCE REQUIREMENTS 223 8.1. CONDITIONS FOR PERFORMANCE REQUIREMENTS 223 8.2. BASIC QUALITY OF SERVICE 223 8.2.1. IGF Voice Loop Delay 223 8.2.2. Speech Quality in MOS 223 8.2.3. Probability of Call Loss 223 8.2.4. Handover Performance 223 8.2.5. Handover Performance 223 8.3. SMS QUALITY OF SERVICE 224 8.3.1. Delivery Time 224 8.3.2. Probability of SMS Non-delivery on Each Delivery Attempt. 224 8.4. AUTOMATIC FACSIMILE GROUP 3 (UP TO 9600BPS) QUALITY OF SERVICE 224 8.4.1. Transparent Mode 224 8.5. CIRCUIT MODE DATA (UP TO 9600BPS) QUALITY OF SERVICE 224 8.5.1. Transparent Mode 224 8.5.2. Non-Transparent Mode 224 8.6. CIRCUIT MODE DATA (GREATER THAN 9600BPS) QUALITY OF SERVICE (TBD) 224 8.7. HPN QUALITY OF SERVICE 224 8.7.1. HPN Idle Mode 224 8.7.2. HPN Message Delay 225 8.7.3. HPN Capacity 225 8.7.4. HPN Transmitter and Receiver Characteristics 225
Page vi of 260 ICO Proprietary and Confidential 726 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 8.8 GSM SUPPLEMENTARY SERVICES QUALITY OF SERVICE 225 8.8.1. Time to Invoke or Change a Supplementary Service 225 8.9. SECTION NOT USED 226 8.10. SBS PERFORMANCE 226 8.10.1. Channel Assignment Delay (RACH to AGCH) 226 8.10.2. Paging Delay 226 8.10.3. Position Determination Delay 226 8.10.4. Section Not Used 226 8.10.5. Signalling Transit Time 226 8.10.6. Voice Traffic Transit Time 226 8.10.7. Non-Voice Traffic Transit Time 227 8.10.8. Layer 2 Acknowledgement Delay 227 8.11. AVAILABILITY 227 8.11.1. Definitions 227 8.11.2. Requirements 228 8.11.3. Environments 231 8.12. TNM PERFORMANCE REQUIREMENTS 232 8.12.1. TNM Transit Time 232 8.13. MSSC 233 8.13.1. Mobile Switching Response Time 233 8.13.2. Transit Switching 234 8.13.3. D-IWF 234 8.13.4. GMSC 234 8.13.5. IN-SSP (F/R) 234 8.13.6. MSSC Voice Transit Time 234 8.14. Legal Interception Subsystem 234 9. CAPACITY REQUIREMENTS 236 9.1. DIMENSIONING DRIVERS 236 9.2. IGF ELEMENT SPECIFIC DETAILS 236 9.3. SIZING REQUIREMENTS 245 9.3.1. Network Management System 245 9.3.2. Switching Equipment 245 9.3.3. HPN Equipment 246 9.3.4. SBS Equipment 247 9.3.5. TNM and DCN Equipment 249 9.4. NETWORK INTERFACE 252 10. SECTION NOT USED 253 11. REFERENCE CONFIGURATION FOR PERFORMANCE MEASUREMENT 254 12. OTHER CONTRACT SERVICES 258 12.1. OPERATIONAL TEST & DEVELOPMENT FACILITY (OT&DF) (F/R) 258 12.1.1. General 258 12.1.2. SAN Network Management 259 12.1.3. MSSC/VLR and HLR/AuC 259
Page vii of 260 ICO Proprietary and Confidential 727 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 This page has intentionally been left blank. Page viii of 260 ICO Proprietary and Confidential 728 [ICO LOGO] ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 1. GENERAL 1.1. PURPOSE 1.1.1. The object of this document is to provide testable and complete ICONET Ground Facilities Functional Requirements. 1.1.2. It is developed from Annexes 1 to 4 of the IPC SOW but is different because those Annexes describe requirements for Design of the ICO System, rather than directly for the ICONET Ground Facilities. 1.2. ELEMENTS OF THE ICONET GROUND FACILITIES 1.2.1. GENERAL 1.2.1.1. It is an overall requirement that the end to end performance and functionality represented by the aggregation of the currently specified component elements shall be maintained in the event that there is a future need to redistribute or re-allocate functions. 1.2.1.2. For full details of equipment, refer to the Equipment List in Annex 1 of the SOW. 1.2.1.3. Figure 1-1 shows the elements of a SAN. 1.2.1.4. Figure 1-2 shows the NMS and the SRMS subsystems. 1.2.2. SAN 1.2.2.1. MSSC SUBSYSTEM 1.2.2.1.1. Switch providing MSSC, VLR, GMSC, SMS-GMSC, SMS-IWMSC, IN-SSF functions 1.2.2.1.2. D-IWF (for fax and data) 1.2.2.1.3. Echo cancellers 1.2.2.1.4. Recorded Voice Announcements 1.2.2.1.5. MSSC MMI (TMOS) 1.2.2.2. LES SUBSYSTEM 1.2.2.2.1. TNM SUBSYSTEM 1.2.2.2.1.1. Voice codec, Multiplexer 1.2.2.2.1.2. Remote Processor, Network (RPN) 1.2.2.2.1.3. Remote Processor, Central (RPC) 1.2.2.2.1.4. TNM OAM and MMI 1.2.2.2.2. SBS SUBSYSTEM 1.2.2.2.2.1. Channel Manager 1.2.2.2.2.2. Channel Unit 1.2.2.2.2.3. Real Time Resource Manager 1.2.2.2.2.4. SBS OMC AND MMI 1.2.2.2.3. HPN SUBSYSTEM 1.2.2.2.3.1. HPN-SC 1.2.2.2.3.2. HPN Channel Manager Page 1 of 245 ICO PROPRIETARY AND CONFIDENTIAL 729 [ICO LOGO] ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 1.2.2.2.3.3. HPN Channel Unit 1.2.2.2.3.4. HPN-PCS Channel Unit 1.2.2.2.3.5. HPN Local SRMS 1.2.2.2.3.6. HPN OMC and MMI (no physical console is supplied with the HPN subsystem; MMI remoted from SAN-OSS MMI console) 1.2.2.2.4. SECTION NOT USED 1.2.2.2.5. RFT SUBSYSTEM 1.2.2.2.5.1. Antennas 1.2.2.2.5.2. RFT Outside equipment 1.2.2.2.5.3. RFT Shelter equipment 1.2.2.2.5.4. RFT OMC & MMI 1.2.2.2.5.5. RFT IF to antenna distribution/cabling 1.2.2.2.6. REFERENCE CLOCK AND SYSTEM TIMING SUBSYSTEM 1.2.2.2.6.1. GPS receiver 1.2.2.2.6.2. RFT, SBS, HPN and PCS clock distribution 1.2.2.2.7. ON-SITE INTERCONNECTION SUBSYSTEM 1.2.2.2.7.1. Distribution Frame (Intermediate) 1.2.2.2.8. IF DISTRIBUTION SUBSYSTEM 1.2.2.3. SAN MANAGEMENT SUBSYSTEM 1.2.2.3.1. SAN OSS Supervisory Subsystem 1.2.2.3.2. SAN SRMS 1.2.2.4. DCN SUBSYSTEM 1.2.2.4.1. Inter-SAN Switch/Routers 1.2.2.4.2. Intra-SAN Routers and Hubs 1.2.2.4.3. E1 adapter (Mux and Encryption) 1.2.2.5. LEGAL INTERCEPTION SUBSYSTEM (LIS) 1.2.2.5.1. MSSC/VLR interception function 1.2.2.5.2. Legal Interception Activation System (LIAS) 1.2.2.5.3. Legal Interception Management System (LIMS) 1.2.3. NMC AND BACKUP NMC 1.2.3.1. NETWORK AND SATELLITE RESOURCE MANAGEMENT 1.2.3.1.1. NMC platform and MMI 1.2.3.1.2. SRMC platform and MMI 1.2.3.1.3. TMOS platform and MMI Page 2 of 245 ICO PROPRIETARY AND CONFIDENTIAL 730 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1.2.3.2. DCN SUBSYSTEM 1.2.3.2.1 NMS-to-SAN Switch/Routers 1.2.3.2.2. Intra-NMS Routers and Hubs 1.2.3.2.3. E1 adapter (Mux and Encryption) 1.2.4. OPERATIONAL TEST AND DEVELOPMENT FACILITY (OT&DF) (F/R) 1.2.5. MISCELLANEOUS EQUIPMENT 1.2.5.1. GENERAL 1.2.5.1.1. These may be located at any SAN 1.2.5.2. HLR/AuC 1.2.5.3. CELLULAR/SATELLITE INTERWORKING FUNCTIONS (CS-IWFS) 1.2.5.3.1. IS.41 ILR 1.2.5.3.1.1. IS.41 -> ICO ILR 1.2.5.3.1.2. ICO -> IS.41 ILR 1.2.5.3.2. PDC ILR (OPTION) 1.2.5.3.2.1. PDC -> ICO ILR 1.2.5.3.2.2. PDC/ICO IMSC 1.2.5.4. EIR 1.2.5.5. IN PLATFORM (F/R) 1.2.5.5.1. IN-SCP 1.2.5.5.2. IN-SMAS 1.2.5.6. MESSAGING PLATFORM 1.2.5.6.1. Messaging platform including: 1. short message service centre (SMSC) 2. voice mail 3. fax mail 4. email 1.2.6. BUYER FURNISHED EQUIPMENT 1.2.6.1. External transmission facilities 1.2.6.2. Local standard Main Distribution Frame for termination of external transmission equipment 1.2.6.3. AC power supplies (to local standard for frequency and voltage of required reliability Page 3 of 245 ICO PROPRIETARY AND CONFIDENTIAL 731 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 [FLOORPLAN OF SAN SUBSYSTEMS] FIGURE 1-1 SAN SUBSYSTEMS Page 4 of 245 ICO PROPRIETARY AND CONFIDENTIAL 732 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version:26 10 November 1997
LIS NMS SRMS NMC NODE-OS (TMOS) LINK-OS SRMC BACK UP NMC LIMS NODE-OS TMOS LINK-OS SRMC SAN (x12) LIAS SAN NMS SAN SRMS Subsystem OAMs SAN OSS Network Elements (MSSC, SBS, RFT, HPN, PCS, TNM)
Figure 1-2 NMS, SRMS and LIS Subsystems Note: In Section 6, NMC is sometimes used to represent LINK-OS/NODE-OS in this diagram. The figure is for information purposes only and is intended to clarify the distinction between the NMS and the SRMS functionality. It should be noted that further elements into the NMS are likely to be implemented at a later date (e.g. SMAS etc.). Page 5 of 245 ICO Proprietary and Confidential 733 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version:26 10 November 1997 1.3. RELATED DOCUMENTS 1.3.1. INCORPORATED BY REFERENCE 1.3.1.1. In this document, references to other documents incorporate only as much of the referred document as is necessary to implement the required specification in this document. 1.3.2. PRECEDENCE 1.3.2.1. Only references to specific clauses in other documents shall take on the precedence of this document. All general references to other documents shall retain the precedence of that document. 1.3.3. LIST OF INCORPORATED DOCUMENTS 1.3.3.1. The following documents are incorporated into the contract. The capabilities that they define are required deliverables except where they conflict or are inconsistent with the requirements in the IGF Requirements document. 1.3.3.2. IPC Deliverable Control Document WG360497 1.3.4. LIST OF AIR INTERFACE DOCUMENTS 1.3.4.1. The following documents are incorporated into the contract to the extent necessary to support the requirements specifically identified in the IGF Requirements document. 1.3.4.2. ICO Air Interface documents (all version 3.0) 03.22.A1 Functions Related to Mobile Stations (MS) in Idle Mode 103.40.A1 Technical Realisation of the High Penetration Notification Service (HPN) 04.06.A1 Mobile Station - Base Station System (MS - BSS) Interface Data Link (DL) Specification 04.07.D1 Mobile Radio Interface Signalling Layer 3- General Aspects 04.08.A1 Mobile Radio Interface Layer 3, RR Procedures & Messages 04.08.A2 Mobile Radio Interface Layer 3, MM Procedures & Messages 04.08.A3 Mobile Radio Interface Layer 3, CC Procedures & Messages 04.08.A4 Mobile Radio Interface Layer 3, Information Elements Specification 104.08.A1 Mobile Radio Interface Layer 3 HPN RR Procedures & Messages 05.01.A1 Physical Layer on the Radio Path (General Description) 05.02.A1 Multiplexing and Multiple Access on the Radio Path 05.03.A1 Channel Coding 05.04.A1 Modulation 05.05.A1 Radio Transmission and Reception 05.08.A1 Radio Subsystem Link Control 05.10.A1 Radio Subsystem Synchronisation 1.3.5. LIST OF REFERENCE DOCUMENTS. 1.3.5.1. The following documents are incorporated into the contract to the extent necessary to support the requirements specifically identified in the IGF Requirements document. Page 6 of 245 ICO Proprietary and Confidential 734 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version : 26 10 November 1997 1.3.5.2. All documents identified by document WG7-GA-60025-C7 (being the control document prepared by the NEC-ICO Project Team Office listing the IPC deliverable documents). 1.3.5.3. All GSM Technical Specification documents referenced in the body of the IGF Requirements document or in the Incorporated Documents or in the Reference Documents. The latest approved version at the Effective Date of Contract shall be used. 1.3.5.4. IPC Deliverable Control Document WG360497. 1.3.5.5. All references to GSM specifications are subject to the ETL statements of compliance listed in document WG360497. 1.4. NOTATION CONVENTIONS 1.4.1. SQUARE BRACKETS, TBD AND TBR 1.4.1.1. Square brackets [ ], TBD, and TBR are used to identify requirements which are to be resolved during the course of the supply agreement. The value or wording inside the brackets or associated with the TBD or TBR provides an indication of the expected outcome. 1.4.2. FUTURE REQUIREMENTS 1.4.2.1. The requirements marked by '(F/R)' in this document shall be considered as the future requirements which will not be implemented during the course of the current Supply Agreement. Descriptions for such requirements shall not be considered as final and shall be revisited before the contract amendments (or separate contracts) to implement them are agreed upon. 1.4.3. OPTIONS 1.4.3.1. The requirements marked by '(OPTION)' in this document are separately deliverable at ICO's option provided that the option is exercised within the time period specified in the SOW Annex 1. Page 7 of 245 ICO Proprietary and Confidential 735 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version : 26 2. DEFINITIONS & ACRONYMS 2.1. ADC Administration and Data Centre 2.2. AFC Automatic Frequency Control 2.3. AGCH Access Grant Channel 2.4. Air Interface A set of documents defining protocols, messages and information exchanged between UTs and the IGF, as referred to in Section 1.3.4. 2.5. ANSI American National Standards Institute 2.6. API Application Programming Interface 2.7. APC Automatic Power Control 2.8. AuC Authentication Centre 2.9. AWGN Additive Gaussian White Noise 2.10. BCCH Broadcast Control Channel 2.11. B-NMC Backup NMC 2.12. BPF Bandpass Filter 2.13. BSSMAP Base Station Subsystem Management Part 2.14. BTFP Burst Time-Frequency Plan 2.15. C/N Carrier to Noise ratio 2.16. CAMEL Customised Applications for Mobile Network Enhanced Logic 2.17. CCB Change Control Board 2.18. CCCH Common Control Channel 2.19. CDR Call Data Record 2.20. CDR Critical Design Review 2.21. CFM Common Function Modules 2.22. ChM Channel Manager 2.23. ChU Channel Unit 2.24. CLI Calling Line Identification 2.25. CM Connection Management 2.26. CPCS ICO Provided Central Payload Command System 2.27. CRC Cyclic Redundancy Code 2.28. CS-IWF Cellular/Satellite Interworking Function 2.29. DCCH Dedicated Control Channel 2.30. DCN Data Communications Network 2.31. D-IWF Data Interworking Function 2.32. DTIF Digital TuKa Interface 2.33. DTMF Dual Tone Multi-Frequency 2.34. ECM Error Correcting Mode 2.35. EIM External Interference Management 2.36. EIR Equipment Identity Register Page 8 of 245 ICO Proprietary and Confidential 736 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997
2.37. EIRP Effective Isotropic Radiated Power 2.38. EMC Electro-Magnetic Compatibility 2.39. ESN Electronic Serial Number 2.40. ETSI European Telecommunications Standards Institute 2.41. F/R Future Requirement 2.42. FACCH Fast Associated Control Channel 2.43. FCR Frequency Co-ordination Regions 2.44. FEC Forward Error Correction 2.45. FOV Field of View 2.46. GC Ground Cell 2.47. GLR Gateway Location Register 2.48. GMSC Gateway MSC 2.49. GMSSC Gateway MSSC 2.50. GoS Grade of Service 2.51. GPS Global Positioning System 2.52. GSM Global System for Mobile Communications 2.53. GTT Global Title Translation 2.54. GW Gateway 2.55. HDLC High-Level Data Link Control 2.56. HLR Home Location Register 2.57. HPA High Power Amplifier 2.58. HPN High Penetration Notification 2.59. HPN-PCS Real time Payload Command System for HPN 2.60. HPN-SC HPN Service Centre 2.61. HSCSD High Speed Circuit Switched Data 2.62. ICD Interface Control Document 2.63. ICONET All ground facilities including all interconnecting terrestrial links. 2.64. ICO System The complete ICO system consisting of UTs, satellites, ICONET 2.65. IGF ICONET Ground Facilities, which comprises all ground facilities forming part of the ICONET, but excluding terrestrial interconnecting links. The IGF is more particularly defined in Section 3. 2.66. ILR Interworking Location Register 2.67. IMEI International Mobile Equipment Identity 2.68. IMSI International Mobile Subscriber Identify 2.69. IN Intelligent Network 2.70. INAP Intelligent Network Application Part 2.71. IOT In Orbit Test
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2.72. IP Intelligent Peripheral 2.73. IPC Initial phase contract, which is a contract to produce the requirements for the ICONET ground facilities and related work. 2.74. IS.41 Interim Standard 41 (Electronics Industry Association/Telecommunications Industry Association standard) 2.75. ISDN Integrated Services Digital Network 2.76. ISUP ISDN User Part 2.77. ITU-R International Telecommunication Union-Radiocommunication Standardisation Bureau 2.78. ITU-T International Telecommunication Union-Telecommunication Standardisation Bureau 2.79. LES Land Earth Station which consists of RFT, SBS, HPN, TNM, and PCS 2.80. LHCP Left Hand Circular Polarisation 2.81. LNA Low Noise Amplifier 2.82. LNMC at OT&DF Local Network Management Centre at OT&DF 2.83. LNMS at OT&DF Local Network Management System at OT&DF 2.84. MAP Mobile Application Part 2.85. MCD Multi-Coded Data 2.86. MIN Mobile Identification Number 2.87. MLS Microwave Landing System 2.88. MM Mobility Management 2.89. MMI Man-Machine Interface 2.90. MP Medium Penetration 2.91. MSC Mobile services Switching Centre 2.92. MSI Mobile Subscriber Identity 2.93. MSISDN Mobile Station ISDN Number 2.94. MSN Mobile Subscriber Number 2.95. MSRN Mobile Station Roaming Number 2.96. MSS Mobile Satellite Service 2.97. MSSC Mobile Satellite Switching Centre, including VLR and GMSC function 2.98. MTP Message Transfer Part 2.99. NA Not Applicable 2.100. Network operator Operational staff at the NMC 2.101. NMC Network Management Centre including MMI 2.102. NMS Network Management System 2.103. NP Nominal Penetration 2.104. OAM Operations and Maintenance including MMI
Page 10 of 245 ICO Proprietary and Confidential 738 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2.105.OM Operations and Maintenance Centre including MMI 2.106.OSI Open Systems Interconnect 2.107.OSS* Operations Support System, same as OMC 2.108.OT&DF Operational Test & Development Facility 2.109.PABX Private Access Branch Exchange 2.110.PAD Packet Assembler Dissembler 2.111.PCH Paging Channel 2.112.PCM Pulse Code Modulation 2.113.PCS ICO Provided Payload Command System 2.114.PDC Personal Digital Cellular 2.115.PDR Preliminary Design Review 2.116.PIN Personal Identification Number 2.117.PLMN Public Land Mobile Network 2.118.PSPDN Packet Switched Packet Data Network 2.119.PSTN Public Switched Telephone Network 2.120.QoS Quality of Service 2.121.RACH Random Access Channel 2.122.RFT Radio Frequency Terminal 2.123.RHCP Right Hand Circular Polarisation 2.124.RPC Regional Processor Controller 2.125.RPCS ICO Provided Remote Payload Command System 2.126.RPN Regional Processor Network 2.127.RR Radio Resource 2.128.RTRM Real Time Resources Manager 2.129.SACCH Slow Associated Control Channel 2.130.SAN Satellite Access Node which consists of LES, MSSC, SAN OMC and includes if co-located any HLR, ILR, SMSC, IN 2.131.SAN operator Operational staff at the SAN. 2.132.SBS Satellite Base Station 2.133.SCC Satellite Control Centre 2.134.SCCP Signalling Connection Control Part 2.135.SCE Service Creation Environment 2.126.SCP Service Control Point 2.137.SDCCH Standalone Dedicated Control Channel 2.138.SDF Service Data Function 2.139.SDP Service Data Point 2.140.Service Area Equivalent to a cell in GSM 2.141.SIM Subscriber Identity Module 2.142.SLRP Stored Last Registered Position Page 11 of 245 ICO PROPRIETARY AND CONFIDENTIAL 739 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2.143.SMAF Service Management Access Function 2.144.SMAS Service Management Application System, Ericsson product for IN management 2.145.SMP Service Management point 2.146.SMS Short Message Service 2.147.SMSC SMS Centre 2.148.SMS-GMSC SMS Gateway MSC 2.149.SMS-IWMSC SMS Interworking MSC 2.150.SRMC Satellite Resources Management Centre 2.151.SRMS Satellite Resource Management System 2.152.SS Supplementary Service 2.153.SS7 Signalling System 7 2.154.SSF Service Switching Function 2.155.SSP Service Switching Point 2.156.STE Special Test Equipment 2.157.STP Signal Transfer Point 2.158.TBD To Be Determined 2.159.TBR To Be Reviewed 2.160.TCAP Transaction Capabilities Application Part 2.161.TCH Traffic Channel 2.162.TDMA Time Division Multiple Access 2.163.TMSI Temporary Mobile Subscriber Identity 2.164.TNM Terrestrial Network Manager 2.165.TT&C Tracking, Telemetry and Command 2.166.TUP Telephone User Part 2.167.UDI Unrestricted Digital Information 2.168.USSD Unstructured Supplementary Service Data 2.169.UT User Terminal 2.170.VAS Value-added Service 2.171.VLR Visitor Location Register 2.172.VMSSC Visited MSSC 2.173.VPN Virtual Private Network 2.174.VSWR Voltage Standing-Wave Ratio 2.175.Z-arc A uniform delay contour line within a spot beam. * Non-preferred term Page 12 of 245 ICO PROPRIETARY AND CONFIDENTIAL 740 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version:26 10 November 1997 3.3.3.2. REMOTE PCS (RPCS) 3.3.3.2.1. The IGF shall provide an IF Interface to external Remote PCS equipment at selected SANs provided for PCS functions in accordance with RPCS to SAN ICD (TBD). 3.3.4. TERRESTRIAL NETWORK INTERFACE 3.3.4.1. The IGF shall provide interfaces to terrestrial public networks, such as Public Switched Telephone Network (PSTN), Integrated Services Digital Networks (ISDN), Public Land Mobile Networks (PLMN), and Packet Switched Public Data Networks (PSPDN) in accordance with Section 6.3 of this document. 3.3.4.2. The interfaces to external transmission lines shall comply with ITU-T Recommendation G.703/G.704 for A-law PCM and DS1 for u-law systems. 3.3.5. ADC INTERFACE 3.3.5.1. The IGF shall provide ADC interfaces in accordance with the following documents: WG3-XX-60915; WG5-NM-60024. 3.3.6. DATA COMMUNICATIONS INTERFACE 3.3.6.1. TT&C 3.3.6.1.1. The IGF shall provide a data communications interface to external TT&C equipment at selected SANs provided for TT&C functions in accordance with TT&C to SAN ICD EN-TC-ICO-IS-0001. 3.3.6.2. SCC 3.3.6.2.1. The IGF shall provide a data communications interface at the NMC and Backup NMC to external equipment at the Satellite Control Centre and Backup Satellite Control Centre for passing information between SCC and NMC in accordance with SAN to NMC ICD EN-TC-ICO-IS-0002. 3.3.6.3. CENTRAL PCS (CPCS) 3.3.6.3.1. The IGF shall provide a data communications interface at the NMC and Backup NMC to external Central PCS equipment for passing information between CPCS and NMC in accordance with CPCS to NMC ICD (TBD). 3.3.6.4. REMOTE PCS 3.3.6.4.1. The IGF shall provide a data communication Interface to external Remote PCS equipment at selected SANs provided for PCS functions in accordance with RPCS to SAN ICD (TBD). Page 14 of 245 ICO Proprietary and Confidential 741 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version:26 10 November 1997 3. BASIC REQUIREMENTS 3.1. ICONET GROUND FACILITY DEFINITION 3.1.1. ICONet Ground Facilities (IGF) shall comprise SANs, NMC and backup NMC, and miscellaneous equipment as listed in Section 1.2. For full details of equipment, refer to the Equipment List in Annex 1 of the SOW 3.2. SYSTEM DESCRIPTION 3.2.1. The IGF is part of the ICO System, and in conjunction with satellites and PSTNs, is intended to provide digital voice telephony, facsimile, data, and value added services (VAS) to handheld User Terminals (UT) to and from any point on the earth. 3.2.2. The IGF consists of elements which provide the following functions: range of voice and data services, supplementary services, mobility management, network management, billing and customer administration, service provisioning, gateways, messaging, satellite payload control, and monitoring of the interconnecting traffic and signalling communication links 3.2.3. The IGF shall provide Mobile Originated calls to any telephone or equivalent terminal accessible via the world's international public switched telephone networks, or accessible through a Private Network connected to ICO. 3.2.4. The system shall provide for Mobile Terminated calls. 3.2.5. The system shall provide for Mobile to Mobile calls. These will be switched within the ICONET provided that the destination can be determined by explicit number analysis. 3.3. EXTERNAL INTERFACES 3.3.1. GENERAL 3.3.1.1. The external interfaces present in the IGF are listed below. 3.3.2. RF INTERFACE 3.3.2.1. AIR INTERFACE (UT) 3.3.2.1.1. The air interface describes the communication protocol between the IGF and the UTs. The details of the air interface can be found in the ICO Air Interface document and in supporting GSM Technical Specifications. 3.3.2.2. SATELLITE RF INTERFACE 3.3.2.2.1. The IGF provides RF signals for TT&C in accordance with TT&C to SAN ICD EN-TC-ICO-IS-0001. 3.3.2.2.2. The IGF shall provide RF signals for HPN real time payload command (HPN PCS) functions in accordance with Payload to Ground ICD [TBD]. 3.3.3. IF INTERFACES 3.3.3.1. TT&C 3.3.3.1.1. The IGF shall provide an IF Interface to external TT&C equipment at selected SANs provided for TT&C functions in accordance with TT&C to SAN ICD EN-TC-ICO-IS-0001. Page 13 of 245 ICO Proprietary and Confidential 742 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version:26 10 November 1997 4.1.2.1.4. The IGF shall support Acknowledgements in accordance with TS GSM 03.40. 4.1.2.1.5. The IGF shall support the encoding of SMS messages in characters of several alphabets. 4.1.2.1.6. The available encodings shall include unstructured binary data (maximum 140 octets) and International Alphabet No. 5 (160 characters). 4.1.3. FACSIMILE SERVICES 4.1.3.1. FACSIMILE GROUP 3 (UP TO 9600 BPS) USING GSM DEFINITION 4.1.3.1.1. The IGF shall support the GSM standard automatic facsimile service, as defined in TS GSM 02.03, with exception of the deviations listed below. 4.1.3.1.2. The facsimile modem speed shall be up to and including 9600 bps. 4.1.3.1.3. The IGF shall support transparent transmission of fax data. 4.1.3.1.4. This service shall be subject to the Air Interface definition being for the use of maximum 2-slot transmission in accordance with the UT classmark. 4.1.3.1.5. The IGF shall support fax towards the PSTN, in accordance with ITU recommendation T30. 4.1.3.1.6. The IGF shall support fax error correcting mode (ECM) towards the PSTN, in accordance with ITU recommendation T30 Annex A. 4.1.3.1.7. For the case of 9600 bps transmission, un-encoded 2 slot transmission shall be used. 4.1.3.2. FACSIMILE GROUP 3 (UP TO 14.4 KBPS) USING GSM STANDARD 4.1.3.2.1. The IGF shall support higher rate automatic facsimile Group 3 connections on the basis of the emerging GSM phase 2+ High Speed Circuit Switched Data (HSCSD) services as defined by TS GSM 02.03 and TS GSM 02.34 and with the exception of the deviations listed below. For further details of the Ericsson implementation of these services see ETL document LK/XX 1056-272. 4.1.3.2.2. The data rates at the user interface supported by the system shall include 12 and 14.4 kbps (V.17). 4.1.3.2.3. This service requires more than 2 slots air interface transmission and shall only be provided to UTs with corresponding capabilities as indicated by their classmarks. 4.1.3.2.4. The call detail records produced by the MSSC shall include the number of traffic channels (i.e. air interface slots) assigned at the start of charging. If the number of traffic channels used changes during the call, the new assigned number of traffic channels shall be stored, as well, in the call data record. 4.1.3.2.5. The IGF shall support error correcting mode (ECM) in accordance with ITU-T Recommendation T.30 Annex A. 4.1.3.2.6. From a service provision perspective, services specified in 4.1.3.1 and 4.1.3.2 shall be considered as one service. 4.1.3.3. ALTERNATE VOICE/GROUP 3 FACSIMILE USING GSM DEFINITION 4.1.3.3.1. The IGF shall support the GSM standard alternate speech/group 3 facsimile service, as defined in TS GSM 02.03, with the exception of the deviations listed below. 4.1.3.3.2. The speech component of the connection shall be in accordance with the requirements for the ICO telephony service as described above. Page 16 of 245 ICO Proprietary and Confidential 743 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version:26 10 November 1997 4. END-USER SERVICES 4.1. BASIC TELESERVICES 4.1.1. SPEECH SERVICES 4.1.1.1. TELEPHONY 4.1.1.1.1. The IGF shall support the GSM standard telephone service, as defined in TS GSM 02.03, with the exception of the deviations listed below. 4.1.1.1.2. The basic information rate at the UT shall be 4.8kbps inclusive of FEC. 4.1.1.1.3. The voice codec algorithm shall be specified by ICO. 4.1.1.1.4. The voice coding rate is [3.1kbps] approximately. 4.1.1.1.5. FEC specified by ICO is provided on the vocoder rate to provide a bit rate of 4.8kbps. 4.1.1.1.6. Transmission of DTMF signalling shall be supported by the IGF in both directions i.e. from the UT to the network and from the network to the UT. The transmission of DTMF tones to the UT shall be transparent to the MSSC. 4.1.1.1.7. It shall be possible to send DTMF tones at any time after through connection and before the call is cleared. 4.1.1.1.8. Two transcodings may be applied on Mobile to Mobile calls (4.8kbps to 64kbps, 64kbps to 4.8kbps). 4.1.1.1.9. On calls to and from the fixed network, a single transcoding from the fixed network standard to the ICO voice coding method shall be performed. 4.1.1.2. EMERGENCY CALL 4.1.1.2.1. The IGF shall support the GSM standard emergency call service, as defined in TS GSM 02.03, with the exception of the deviations listed below. 4.1.1.2.2. The IGF shall support emergency call access for UTs without a SIM i.e. without an IMSI/TMSI. 4.1.1.2.3. The IGF shall have the capability to suppress use of emergency calls without a SIM. 4.1.1.2.4. The routing of emergency calls by the MSSC to national/regional emergency call centres shall be based on the service area of the UT. 4.1.1.2.5. The MSSC shall transmit the UT position (i.e. service area) to those emergency call centres capable of receiving it. 4.1.1.2.6. The IGF shall support up to 5000 emergency call centres per SAN for emergency call handling. 4.1.2. SHORT MESSAGE SERVICES 4.1.2.1. SHORT MESSAGE SERVICES-POINT TO POINT 4.1.2.1.1. The IGF shall support the GSM standard short message service point-to-point services (mobile originated and mobile terminated), as defined in TS GSM 02.03 and TS GSM 03.40. 4.1.2.1.2. The IGF shall include one or more SMS centres (SMSCs) for transmission/reception of messages to/from ICONET subscribers. 4.1.2.1.3. The IGF shall be able to receive short messages from; and send short messages to; networks that conform to the GSM standards relating to SMS. Page 15 of 245 ICO Proprietary and Confidential 744 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.2.2.4. The IGF shall support autobauding for transparent and non-transparent services. For non-transparent services it shall be possible to change the data rate during the call. 4.2.2.5. The IGF shall support the modification of the number of channels allocated to a particular HSCSD connection via in-call modification and on handover. 4.2.2.6. If during the assignment of traffic channels or at handover a traffic channel congestion is encountered, the call set-up or handover can be carried using less channels than initially requested. 4.2.2.7. Circuit mode data services shall be supported by the system at data rates of 9.6, 14.4, 16.8, 19.2, 21.6, 24.0, 26.4, 28.8, 31.2, 33.6 and 38.4kbps. 4.2.2.8. This service shall only be provided to UTs which can utilise more than 2 air interface slots as indicated by their classmarks. 4.2.2.9. The IGF shall support data compression based on ITU-T V.42bis towards both the PSTN and the UT. 4.2.2.10. The call detail records for mobile originated and mobile terminated cases produced by the MSSC shall include the number of traffic channels (i.e. air interface slots) assigned at the start of charging. If the number of traffic channels used changes during the call, the new assigned number of traffic channels shall be stored, as well, in the call data record. 4.2.3. ALTERNATE VOICE AND DATA SERVICES USING VOICE CODEC SIGNALLING 4.2.3.1. For mobile terminated and mobile originated calls, the IGF shall detect in-band data tones and modulation. Upon such detection, the IGF shall perform an in-call modification to change the voice codecs in IGF and UT from voice mode to data mode, transparent to the MSSC. The GSM bearer capability shall remain 3.1 kHz audio. 4.2.3.2. The data rates for alternate voice/data operation shall be limited to 2400bps. 4.2.3.3. The voice codec shall support the detection of audio modem tones. 4.2.3.4. The IGF shall support the switch from voice to data mode and vice versa. 4.3. GSM SUPPLEMENTARY SERVICES 4.3.1. GENERAL 4.3.1.1. The IGF shall support the subscription (provision/withdrawal) of each of the GSM supplementary services on an individual subscriber (IMSI) basis. 4.3.1.2. The IGF shall support the management of the supplementary services by the end-user (registration/erasure/activation/deactivation/ interrogation/password control) as defined in TS GSM 02.04. 4.3.1.3. The IGF shall support the registration/erasure/activation and deactivation of each of the supplementary services on a basic service group basis as defined in TS GSM 02.04. 4.3.1.4. The IGF shall support the use of the Unstructured Supplementary Service Data (USSD) mechanisms for interaction with the end-user as defined in TS GSM 02.90, TS GSM 03.90 and TS GSM 04.90. 4.3.1.5. Both user and network initiated USSD shall be included, as well as the capability to handle the USSD dialogues initiated from applications in the HLR; and from applications that use the USSD procedures to communicate with the HLR and are located in external nodes. 4.3.2. LINE IDENTIFICATION SERVICES 4.3.2.1. CALLING LINE IDENTIFICATION PRESENTATION (CLIP) 4.3.2.1.1. The IGF shall comply with the GSM phase 2 Calling Line Identification Presentation (CLIP) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. Page 18 of 245 ICO PROPRIETARY AND CONFIDENTIAL 745 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.1.3.3.3. The facsimile component of the connection shall be in accordance with the requirements for the ICO automatic group 3 facsimile service as described above, but limited to a maximum of 4.8kbps. 4.1.3.3.4. The IGF shall support the use of the GSM in-call modification procedure. 4.1.3.4. ALTERNATE VOICE/GROUP 3 FACSIMILE (UP TO 2400 BPS) USING INBAND DETECTION 4.1.3.4.1. The IGF shall detect the usage of in-band fax tones. Upon such detection, the IGF shall perform an in-call modification to change the voice codecs in IGF and UT from voice mode to fax mode, transparent to the MSSC. The GSM bearer capability shall remain 3.1 kHz audio. 4.1.3.4.2. The facsimile data rates when using inband detection shall be limited to 2400bps. 4.1.3.4.3. The IGF shall support in-band alternative voice/facsimile operation only where the facsimile data is transported over a speech circuit. That is, where there is only one bearer capability indication at call setup, and that bearer capability is 3.1kHz audio or speech. 4.1.3.4.4. The voice codec shall support the detection of audio facsimile tones. 4.1.3.4.5. The IGF shall support the switch from voice to facsimile mode and vice versa. 4.2. BASIC BEARER SERVICES 4.2.1. CIRCUIT MODE DATA SERVICES (UP TO 9600 BPS) USING GSM STANDARD 4.2.1.1. The IGF shall support the following GSM standard circuit-mode data services listed below, as defined in TS GSM 02.02 subject to the clarifications included below: 4.2.1.2. Asynchronous data (BS 2x), transparent and non-transparent, at bit rates of 300, 1200, 1200/75, 2400, 4800 and 9600 bps. 4.2.1.3. Synchronous data (BS 3x), transparent, at bit rates of 1200, 2400, 4800, and 9600 bps. 4.2.1.4. Access from a mobile station to a packet switched data network shall be possible via the PAD (Packet Assemble/Disassembly) facility of the Data Interworking Function of IGF or via a PAD accessible via the switched telephone network. In both cases the same asynchronous rates 300, 1200, 2400, 1200/75 and 4800 bps shall be supported. 4.2.1.5. The Data Interworking Function of IGF shall support basic packet services at 2400, 4800 and 9600 bps. Support of basic packet service in IGF is the passing of X.25 packet layer information. The services use either a modem or the Unrestricted Digital Information (UDI) Transfer Capability of the ISDN, in both cases X.31 HDLC flag stuffing is used for rate adaptation. With a modem both transparent and non transparent services are supported. With UDI, utilising the HDLC flag stuffing towards ISDN, only non-transparent services are supported. 4.2.1.6. For the case of 9600 bps transmission, un-encoded 2 slot transmission shall be used. 4.2.2. CIRCUIT MODE DATA SERVICES (UP TO 38.4 KBPS) USING GSM STANDARD 4.2.2.1. The IGF shall support High Speed Circuit Switched Data (HSCSD) services in accordance with the emerging GSM phase 2+ services as defined in TS GSM 02.02 and TS GSM 02.34 subject to the clarifications included below. For further details of the Ericsson implementation of these services see ETL document LK/XX 1056-272. 4.2.2.2. The IGF shall support subscription to the following bearer services: 1. general asynchronous (BS 20) 2. general synchronous (BS 30) 4.2.2.3. The IGF shall support both transparent and non-transparent services. Page 17 of 245 ICO PROPRIETARY AND CONFIDENTIAL 746 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 4.3.2.2. CALLING LINE IDENTIFICATION RESTRICTION (CLIR) 4.3.2.2.1. The IGF shall comply with the GSM phase 2 Calling Line Identification Restriction (CLIR) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. 4.3.2.3. CONNECTED LINE IDENTIFICATION PRESENTATION (COLP) 4.3.2.3.1. The IGF shall comply with the GSM phase 2 Connected Line Identification Presentation (COLP) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. 4.3.2.4. CONNECTED LINE IDENTIFICATION RESTRICTION (COLR) 4.3.2.4.1. The IGF shall comply with the GSM phase 2 Connected Line Identification Restriction (COLR) service as defined in TS GSM 02.81, TS GSM 03.81 and TS GSM 04.81. 4.3.3. CALL FORWARDING SERVICES 4.3.3.1. CALL FORWARDING UNCONDITIONAL (CFU) 4.3.3.1.1. The IGF shall comply with the GSM phase 2 Call Forwarding Unconditional (CFU) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. 4.3.3.2. CALL FORWARDING ON MOBILE SUBSCRIBER BUSY (CFB) 4.3.3.2.1. The IGF shall comply with the GSM phase 2 Call Forwarding on Mobile Subscriber Busy (CFB) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. 4.3.3.3. CALL FORWARDING ON NOT REACHABLE (CFNRc) 4.3.3.3.1. The IGF shall comply with the GSM phase 2 Call Forwarding on Not Reachable (CFNRc) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. 4.3.3.4. CALL FORWARDING ON NO REPLY (CFNRy) 4.3.3.4.1. The IGF shall comply with the GSM phase 2 Call Forwarding on No Reply (CFNRy) service as defined in TS GSM 02.82, TS GSM 03.82 and TS GSM 04.82. 4.3.4. CALL WAITING AND CALL HOLD SERVICES 4.3.4.1. CALL WAITING (CW) 4.3.4.1.1. The IGF shall comply with the GSM phase 2 Call Waiting (CW) service as defined in TS GSM 02.83, TS GSM 03.83 and TS GSM 04.83. 4.3.4.2. CALL HOLD (HOLD) 4.3.4.2.1. The IGF shall comply with the GSM phase 2 Call Hold (HOLD) service as defined in TS GSM 02.83, TS GSM 03.83 and TS GSM 04.83. 4.3.5. MULTI-PARTY SERVICES 4.3.5.1. MULTI-PARTY (MPTY) 4.3.5.1.1. The IGF shall comply with the GSM phase 2 Multi-Party (MPTY) service as defined in TS GSM 02.84, TS GSM 03.84 and TS GSM 04.84. Page 19 of 245 ICO Proprietary and Confidential 747 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.3.6. CLOSED USER GROUP SERVICES 4.3.6.1. CLOSED USER GROUP (CUG) 4.3.6.1.1. The IGF shall comply with the GSM phase 2 Closed User Group (CUG) service as defined in TS GSM 02.85, TS GSM 03.85 and TS GSM 04.85. 4.3.7. CALL RESTRICTION SERVICES 4.3.7.1. BARRING OF ALL OUTGOING CALLS (BAOC) 4.3.7.1.1. The IGF shall comply with the GSM phase 2 Barring of All Outgoing Calls (BAOC) service as defined in TS GSM 02.88, TS GSM 03.88 and TS GSM 04.88. 4.3.7.2. BARRING OF ALL INCOMING CALLS (BAIC) 4.3.7.2.1. The IGF shall comply with the GSM phase 2 Barring of All Incoming Calls (BAIC) service as defined in TS GSM 02.88, TS GSM 03.88 and TS GSM 04.88. 4.3.7.3. BARRING OF ALL OUTGOING INTERNATIONAL CALLS (BOIC) 4.3.7.3.1. The IGF shall support Barring of all outgoing international calls (BOIC), using the standard unmodified GSM functionality. However this may not fully function as specified for ICO operation. 4.3.7.4. BARRING OF OUTGOING INT. CALLS EXCEPT THOSE TO THE HOME COUNTRY (BOICexHC) 4.3.7.4.1. The IGF shall support Barring of outgoing international calls except those to the Home Country (BOICexHC), using the standard unmodified GSM functionality. 4.3.7.5. BARRING OF INC. CALLS WHEN ROAMING OUTSIDE THE HOME COUNTRY (BIC-Roam) 4.3.7.5.1. The IGF shall support Barring of incoming calls when roaming outside the Home Country (BIC-Roam), using the standard unmodified GSM functionality. 4.3.8. ADVICE OF CHARGE SERVICES 4.3.8.1. ADVICE OF CHARGE - INFORMATION LEVEL (AoCI) 4.3.8.1.1. The IGF shall comply in full with the GSM phase 2 Advice of Charge - Information Level (AoCI) service as defined in TS GSM 02.86, TS GSM 03.86 and TS GSM 04.86. 4.3.8.1.2. The service on offer does not include any ICO specific modifications. 4.3.8.2. ADVICE OF CHARGE-CHARGING LEVEL (AoCC) 4.3.8.2.1. The IGF shall comply in full with the GSM phase 2 Advice Of Charge - Charging Level (AoCC) service as defined in TS GSM 02.86, TS GSM 03.86 and TS GSM 04.86. 4.3.8.2.2. The service on offer does not include any ICO specific modifications. 4.4. ICO SPECIFIC SERVICES 4.4.1. HIGH PENETRATION NOTIFICATION (HPN) SERVICE 4.4.1.1. SERVICE DEFINITION 4.4.1.1.1. The IGF shall support the subscription (provision/withdrawal) of the ICO HPN supplementary service (HPN-SS) on an individual subscriber (IMSI) basis. 4.4.1.1.2. The IGF shall support the following two levels of priority for the scheduling of HPN messages as a subscription option: Page 20 of 245 ICO Proprietary and Confidential 748 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.4.1.2. HPN PRIVACY 4.4.1.2.1. The HPN transmission to the UT shall be encrypted by a [TBD] encryption algorithm. The algorithm shall be supplied by ICO. The algorithm shall use a time variant key (Kh) which is derived from the subscriber TMSI and HPN Frame Id. The application of HPN privacy based on the TMSI shall not compromise the existing security mechanisms applied to the other channels. 4.4.2. ICO DUAL-NUMBERING 4.4.2.1. The IGF shall support the subscription by cellular roamers to the ICO dual-numbering option. This requires the provision of an Interworking Location Register for the applicable cellular network standard. 4.4.2.2. The IGF shall support the allocation of an ICO MSISDN to an existing cellular subscriber, in addition to the existing cellular MSISDN, for each service subscribed to. 4.4.2.3. For a subscriber with ICO dual-numbering, the IGF shall support the delivery of incoming calls via ICO MSISDNs to: 1. subscribers currently registered on ICO 2. subscribers currently registered on cellular networks 4.4.2.4. For a subscriber with ICO dual-numbering, the ILR shall support the selection, at subscription time, by the end-user of the primary MSISDN to be used for calling line identification (CLI) purposes. (F/R) 4.4.3. NATURAL LANGUAGE SUPPORT 4.4.3.1. The IGF shall support the selection of a "preferred language" by the end-user as a subscription option. 4.4.3.2. The IGF shall store the "preferred language" of the subscriber in the service profile stored within the HLR and VLR registers. 4.4.3.3. The IGF shall also store the "preferred language" of the subscriber in the service profile contained within the cellular/satellite interworking function. (F/R) 4.4.3.4. For voice announcements and prompts to the subscriber the IGF shall employ the "preferred language" to select the language used. 4.4.3.5. For announcements the IGF shall support a minimum of 30 different languages, subject to the storage capacity for announcements. 4.4.3.6. For voice messaging services, the IGF shall also support the use of a language preference the extent of this support shall be determined by the PDR. 4.4.3.7. For roamers to the ICO network, the IGF shall support the derivation of the correct language for announcements etc., from the home network (MCC/MNC) of the subscriber via IMSI-range analysis. 4.5. MAIL AND MESSAGING SERVICES 4.5.1. GENERIC MESSAGING PLATFORM REQUIREMENTS 4.5.1.1. The IGF shall include a flexible messaging platform for the provision of the following mail and messaging services: 1. voice mail 2. fax mail 3. short messaging (SMS) 4. email Page 22 of 245 ICO Proprietary and Confidential 749 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. standard 2. high priority 4.4.1.1.3. In accordance with the ISDN/GSM service model, the HPN supplementary service shall apply to the following basic service groups as defined in TS GSM 02.04: 1. speech (BSG 1) 2. short message service (BSG 2) 3. facsimile services (BSG 6) 4. data circuit asynchronous (BSG 7) 5. data circuit synchronous (BSG 8) 4.4.1.1.4. The IGF shall support the subscription to the HPN service by cellular roamers to the ICO network via the appropriate cellular/satellite interworking function. 4.4.1.1.5. The HPN-SS shall be activated as a result of provision i.e. no user MMI actions are required for the registration/erasure/ activation/deactivation of this service. 4.4.1.1.6. The HPN-SS shall be invoked by the IGF on the failure to page a UT for the purpose of incoming call alerting or delivery of a mobile terminated SMS message. 4.4.1.1.7. The HPN-SS shall also be invoked in case of an attempt to deliver an incoming call or mobile terminated short message to a subscriber for whom the IMSI-detach flag has been set. In such cases the escalation to HPN paging shall occur without any attempt at medium penetration (MP) paging. 4.4.1.1.8. The invocation of the HPN-SS by the IGF shall result in the transmission of a HPN message to the UT. 4.4.1.1.9. The IGF shall support the following types of content for the HPN message, as specified in ICO 103.40: 1. notification with information extracted from the header of an SMS message 2. incoming call details (e.g. the calling line identity) 4.4.1.1.10. The IGF shall support the reception of an HPN acknowledgement from the UT. 4.4.1.1.11. In the event of a failure by the IGF to reach the UT, macro-diversity shall be applied in the form of multiple retries over an extended period of time. 4.4.1.1.12. The HPN-SS shall be restricted by the IGF to subscribers roaming within the ICONET and shall not interfere in any way with the services on offer to ICO subscribers whilst roaming in foreign networks. 4.4.1.1.13. The IGF shall support the applications defined in the appendices of ICO 103.40. 4.4.1.1.14. The IGF shall support the 103.40, 05.xx,04.xx, and 104.08 Series A1 documents. 4.4.1.1.15. The IGF shall be capable of using any satellite visible (down to an NMC configurable limit) to the UT, to increase the likelihood of message delivery. 4.4.1.1.16. The IGF shall use co-ordination and queuing methods to reduce message delivery delay and to achieve efficient use of the satellite resource. 4.4.1.1.17. The IGF shall resend messages, up to a configurable limit, where this can increase message transfer success. 4.4.1.1.18. The HPN subsystem shall prevent re-transmission of a message when an acknowledgement for the message has been received from the UT. 4.4.1.1.19. For further details of the HPN service see ICO 103.40. Page 21 of 245 ICO Proprietary and Confidential 750 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 5. distribution lists, distribution of voice mail according to pre-set distribution lists. (F/R) 4.5.3. FAX MAILBOX 4.5.3.1. The messaging platform shall support the allocation of a fax mail box on an individual subscriber (MSISDN) basis. 4.5.3.2. The IGF messaging platform shall support the following functions for fax mailboxes: 1. deposit, reception of fax 2. retrieval of fax to UT 3. retrieval of fax to fixed phone 4. forwarding of fax to other destinations 5. distribution, distribution of faxes according to pre-set distribution lists. 4.5.3.3. The IGF shall support the use of standard fax cover sheets for the forwarding/distribution of fax mail. (F/R) 4.5.3.4. In case of distribution, the IGF messaging platform shall insert the appropriate name and fax number from the distribution list into the fax cover sheet. (F/R) 4.5.4. EMAIL 4.5.4.1. The messaging platform shall support the allocation of an email account on an individual subscriber basis. 4.5.4.2. The IGF messaging platform shall support the following email functions: 1. transmission of email to external systems, including at least Internet SMTP. 2. reception of email from external systems, including at least Internet SMTP. 3. forwarding of email 4. conversion of email to SMS messages for notification purposes 5. conversion of SMS message(s) to email. 4.5.5. SMS 4.5.5.1. The messaging platform shall support the use of SMS without an explicit subscriber profile in the messaging platform. 4.5.5.2. The IGF messaging platform shall support the following SMS functions: 1. reception/storage/transmission of short messages from/to subscribers located within the ICONET 2. reception/storage/transmission of short messages from/to subscribers located within cellular networks 3. reception/storage/transmission of short messages from/to external information providers 4. conversion of short messages to email 4.5.5.3. The IGF messaging platform shall include the following GSM standard functionality: 1. the SMS centre (SMSC) functionality as defined in TS GSM 03.40 2. the SMS gateway MSC (SMS-GMSC) functionality as defined in TS GSM 03.40 3. the SMS interworking MSC (SMS-IWMSC) functionality as defined in TS GSM 03.40 4.5.5.4. The IGF messaging platform shall support the following GSM standard features: 1. the use of the validity period as defined in TS GSM 03.40 page 24 of 245 ICO Proprietary and Confidential 751 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 4.5.1.2. The IGF messaging platform shall support both a centralised or de-centralised configuration for the provision of messaging services. 4.5.1.3. In order to support the distributed mailbox architecture, the IGF messaging platform shall support 1. remote access (storage and retrieval) to a mailbox from another messaging node (F/R) 2. the exchange of mail, in compressed form, between different messaging nodes. (F/R) 4.5.1.4. The IGF messaging platform shall support the subscription by the end-user to a combination of any of the following types of mailbox: 1. voice mailbox 2. fax mailbox 3. email 4.5.1.5. The IGF shall provide a flexible script-based menu system for dialogue with the end-user. Interaction with the end-user shall be by means of DTMF. 4.5.1.6. The IGF messaging platform shall support, as a subscription option, the use of multiple languages, for voice prompts and other forms of dialogue with the end user. 4.5.1.7. The IGF shall provide the necessary tools for ICO to modify the individual menus or scripts employed by the messaging platform. This shall be provided by means of the COMVERSE KeyTASC, FlowTASC and SynTASC utilities. 4.5.1.8. The IGF messaging platform shall support the use of multiple time zones. The time zone to be employed for a particular mailbox shall be a subscription option. 4.5.1.9. The IGF messaging platform shall support the use of an individual personal identification number (PIN) for access protection. The subscriber shall be able to modify his/her PIN as part of the mailbox customisation process. 4.5.1.10. The IGF messaging platform shall permit the mailbox owner to record and install personalised greetings for each of the mailbox services subscribed to. 4.5.1.11. The IGF messaging platform shall produce call detail records for each mailbox transaction including, but not limited to the following: 1. deposit 2. retrieval 3. forwarding/distribution of mail 4. notification of waiting mail 5. customisation of mailbox options. 4.5.1.12. The IGF messaging platform shall also support Automatic Speech Recognition (ASR) and Interactive Voice Response (IVR) (OPTION). 4.5.2. VOICE MAILBOX 4.5.2.1. The messaging platform shall support the allocation of a voice mail box on an individual subscriber (MSISDN) basis. 4.5.2.2. The IGF messaging platform shall support the following functions for voice mailboxes: 1. deposit, reception of voice mail 2. retrieval of voice mail from a UT 3. retrieval of voice mail from a fixed phone 4. forwarding of voice mail page 23 of 245 ICO Proprietary and Confidential 752 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5. Pause 6. Replay/Rewind 7. Message information 8. Skip/FF 9. Delete/Save 10. Rapid Retrieval Mode 11. Operator Fallback (F/R) 12. Record and Deposit Message to Another Mailbox 13. Enable/Disable Automatic Message Information 14. SPIG-Service Provider Identity Greeting 15. Standard System Greeting 16. Personal Greeting 17. Absence Greeting 4.5.6.12. Security Control 1. Change Password 2. Enable/Disable Mailbox Security 4.5.6.13. SMS Notification 1. Enable/Disable SMS Notification 2. New Voice Mail 3. Mailbox Full 4.5.6.14. Outdial Notification 1. Enable/Disable Outdial Notification 2. Review & Change Outdial Number 3. Voice Prompt Only 4.5.6.15. Voice Prompt Followed by New Messages 4.5.7. MAILBOX NOTIFICATION 4.5.7.1. The messaging platform shall support SMS notification over the GSM network and shall be able to make an outdial for notification and delivery of the waiting messages. 4.5.7.2. It shall be also possible to send a notification as an Internet mail. 4.5.7.3. It shall be possible to make an outdial to a paging network for paging notification. 4.5.7.4. In case of voice call-back ("outdial") and activated call forwarding, the IGF shall prevent the forwarding of the call-back notification to the same mailbox (i.e. to avoid loop-back). 4.5.8. ACCESS TO EXTERNAL SYSTEMS 4.5.8.1. The messaging platform shall support the exchange of messages with external systems via: 1. dial-up connection (e.g. for generation of MT SMS) 2. external mail systems - Internet SMTP Page 26 of 245 ICO Proprietary and Confidential 753 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. delivery of both standard and priority short messages as defined in TS GSM 03.40 3. status reporting as defined in TS GSM 03.40 4. the use of the reply-path functionality described in TS GSM 03.40 5. message waiting data and the service centre alerting procedure as defined in TS GSM 03.40 and TS GSM 09.02 6. the GSM default alphabet as defined in TS GSM 03.38 7. multi-alphabet support including UCS2/UNICODE (ISO 10646-1) 8. user-defined (8-bit binary) encoding as defined in TS GSM 03.38 9. multiple short message transfer (to avoid re-authentication etc.) as defined in TS GSM 03.40 10. segmentation and reassembly of "long messages" 4.5.6. MAILBOX ACCESS AND RETRIEVAL 4.5.6.1. The IGF shall support the use of a short form common access number (2-3 digits) for access to the messaging system from within the ICO network. 4.5.6.2. The IGF shall also support a common access number for access to the messaging system from outside the ICO network i.e. from the PSTN/ISDN. 4.5.6.3. The IGF shall be capable of deriving the correct mailbox number from the calling line identity (CLI) if available. 4.5.6.4. If the CLI is unavailable or no matching mailbox entry can be found then it shall be possible for the end user to select the required mailbox number e.g. via DTMF. 4.5.6.5. The IGF shall also support the use of a personal identification number (PIN) or password, for example via DTMF, for authentication purposes. 4.5.6.6. In cases where the CLI is unavailable the entry of the correct password shall be mandatory. 4.5.6.7. If the CLI is available then the usage of the password shall be configurable (enable/disable) by the end user. 4.5.6.8. It shall also be possible for the end user to change the password. 4.5.6.9. The functions supported in the Voicemail subsystem shall include the following. 4.5.6.10. Deposit Session 1. Common Access Number 2. Message Review & Re-recording 3. Pre-defined Text Message Menu 4. Language Selection 5. Operator Fallback 6. Access to Additional Mailboxes 7. Transfer to Mailbox Retrieval Session 4.5.6.11. Retrieval & Administration Session 1. Common Access Number 2. New User Setup 3. System Administrator Broadcast Message 4. Subscriber Language Control Page 25 of 245 ICO Proprietary and Confidential 754 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 - X.400 (F/R) 3. existing paging systems via the Telecator Network Paging Protocol (TNPP) (F/R) 4. external user client/ system via the Telecator Application Protocol (TAP) and V.32 5. external user client/ system via TDP/TME and V.32 and Modem Pool 6. external user client/ system via TDP/TME and TCP/IP 7. external user client/ system via the Computer Access Protocol Version II (CAP II) over X.25 (F/R) 4.6. ADVANCED SERVICES (F/R) 4.6.1. GENERAL IN PLATFORM REQUIREMENTS 4.6.1.1. GENERAL 4.6.1.1.1. The IGF shall include an intelligent network (IN) platform to enable the provision of customised services for calls to/from both ICO subscribers and roamers within the ICONET. 4.6.1.1.2. The IN platform shall include the following components: 1. an integrated Service Switching function (SSF) in each MSSC 2. Intelligent Peripherals (IPs) either standalone or integrated in the MSSC 3. Service Control Point (SCP) with integrated Service Data Point (SDP) 4. Service Management Point (SMP) with Service Management Access Function (SMAF) 5. Service Creation Environment (SCE) including workstations 4.6.1.2. SERVICE SWITCHING FUNCTION (SSF) 4.6.1.2.1. Each MSSC of the IGF shall be equipped with an integrated SSF function as defined in ITU-T Q.1214. 4.6.1.2.2. The MSSC shall also be capable of routing to an SSF located in a standalone Service Switching Point (SSP) either within ICONET or other networks. 4.6.1.2.3. The SSF shall be capable of communicating with SCPs, both within the ICONET and other networks, via the ETSI CORE INAP (CS-1) protocol as defined in ETS 300 374.1. 4.6.1.2.4. The SSF shall be capable of being upgraded to CS-2 as and when this becomes available. 4.6.1.2.5. In addition to the standard ETSI CS-1 INAP features, the IGF INAP shall support via the appropriate extension mechanisms, the transport of mobile specific information including, but not limited to, the following: 1. IMSI 2. Class Mark 3. Basic Service Codes and bearer capabilities 4. Supplementary service codes and parameters 5. UT position (i.e. Service Area) 4.6.1.2.6. The SSF shall also be capable of supporting the GSM CAMEL feature, as defined in TS GSM 02.78, when this becomes available. 4.6.1.2.7. Each SSF of the IGF shall be capable of communicating with multiple SCPs including, but not limited to: 1. service based routing i.e. specific services assigned to specific SCPs Page 27 of 245 ICO PROPRIETARY AND CONFIDENTIAL 755 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. subscriber based routing i.e. subscriber groups assigned to specific SCPs 3. loadsharing between multiple but functionally equivalent SCPs 4.6.1.2.8. In the event of an outage of a particular SCP, it shall be possible to route traffic automatically to an alternative or backup SCP. 4.6.1.2.9. The SSF shall support both originating and terminating state models, detection points and triggers. 4.6.1.2.10. The SSF shall support the terminating state model in both the GMSSC and the VMSSC. 4.6.1.2.11. The SSF shall support triggering on the basis of the analysis of the dialled digit string and on the basic of service keys stored in the service profile of the HLR/VLR. 4.6.1.2.12. The HLR shall support the provisioning of the IN service keys in the HLR and the HLR component of the appropriate cellular/satellite interworking function (CS-IWF). 4.6.1.2.13. The SSF shall support triggering on the basis of both dialled number (MSISDN) and roaming number (MSRN) in the GMSSC. This shall include the ability of the SSF to prevent the subsequent triggering on MSRN if an IN dialogue on the basis of the MSISDN has already taken place. 4.6.1.2.14. The presence or lack of an IN service key shall not interfere in any way with the operation of the GSM emergency call service. 4.6.1.2.15. The SSF shall also be capable of supporting mobile specific extensions to the basic call state models in order to permit the initiation of an INAP dialogue as a result of: 1. location registration/updating 2. mobile originated/terminated SMS 3. management of supplementary service information (reg./era./act./deact./int.) by the end-user 4. unstructured supplementary service data (USSD) 4.6.1.3. INTELLIGENT PERIPHERALS (IPs) 4.6.1.3.1. The IGF shall include intelligent peripherals (IPs) for interaction with the end-user as defined in ITU-T Q.1214. 4.6.1.3.2. The IGF IPs shall support the generation of announcements and tones. 4.6.1.3.3. The IGF IPs shall support the collection of digits from the end-user via the prompt and collect user information operation. 4.6.1.3.4. The IGF IPs shall support the reception of DTMF tones as defined in ITU-T Q.23 and CEPT T/CS 46.08. 4.6.1.3.5. The IGF IPs shall support the simultaneous allocation of announcements and tone generators to the same channel as a DTMF receiver. 4.6.1.3.6. The IGF IPs shall support the assignment of both interruptible and non-interruptible announcements according to the INAP protocol. 4.6.1.4. SERVICE CONTROL POINT (SCP) 4.6.1.4.1. The SCP shall include a service control function (SCF) as defined in ITU-T Q.1214. 4.6.1.4.2. The SCF shall be capable of selecting the particular service(s) to be executed on the basis of the contents of the INAP initialDP message including, but not limited to, the following: 1. service key 2. called party number Page 28 of 245 ICO PROPRIETARY AND CONFIDENTIAL 756 EN-IG-ICO-RQ/000014 [ICO logo] ICONET Ground Facilities Requirements Version: 26 10 November 1997 3. calling party number 4. detection point. 4.6.1.4.3. The SCF shall also be capable of selecting the service(s) to be executed on the basis of the service data stored in the SDF. 4.6.1.4.4. The SCF shall be capable of controlling the generation of call detail records in the SSF. 4.6.1.4.5. The SCF shall be capable of storing additional IN relevant data in the call detail records produced by the SSF component of the MSSC. 4.6.1.4.6. The SCF shall provide mechanisms for the generation and collection of statistics for the usage of services. 4.6.1.4.7. The SCP shall support mechanisms and interfaces to distribute the collected statistics to the IGF NMC. 4.6.1.4.8. The SCP shall include an internal Service Data Function (SDF) as defined in ITU-T Q.1214. 4.6.1.4.9. The SDF shall be capable of providing storage and access mechanism for service data including: 1. global data applicable to all services 2. data applicable to particular service types 3. call instance data for a particular service instance 4. service subscriber data 5. service user data 6. service provider data. 4.6.1.4.10. The SCP shall be capable of handling multiple versions of each service in order to permit the introduction of new services whilst maintaining a fall-back capability in case of service failure. 4.6.1.4.11. The SCP shall support the scheduled activation/deactivation of services. 4.6.1.4.12. The SCP shall be capable of operation in both simplex and mated-pair configurations. 4.6.1.4.13. The SCP shall include overload protection mechanisms. 4.6.1.4.14. The SCF shall also be capable of supporting the GSM CAMEL feature, as defined in TS GSM 02.78, when this becomes available. 4.6.1.5. SERVICE MANAGEMENT POINT (SMP) 4.6.1.5.1. The SMP shall be capable of managing the provisioning and deployment of new services including, but not limited to, the following: 1. management and distribution of service data to the SCPs 2. interfacing to the ICO ADC for provisioning 3. management and distribution of service logic 4.6.1.5.2. The IGF SMAF shall support the access by external systems to the SMP including both service subscribers and service provider systems. 4.6.1.6. SERVICE CREATION ENVIRONMENT (SCE) 4.6.1.6.1. The IGF shall include a service creation environment to support the development and testing of new IN services. Page 29 of 245 ICO Proprietary and Confidential 757 EN-IG-ICO-RQ/000014 [ICO logo] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.6.1.6.2. The IGF SCE shall include: 1. a GUI based service development facility 2. the creation and maintenance of Service Independent Building blocks (SIBs) 3. testing and debugging facilities for trialling new services 4. user terminal, SCP and SSP simulation capability for the validation of services prior to deployment in a live environment. 5. interfaces to the SMP for downloading new service logic, data and management components. 4.6.2. IN SERVICES 4.6.2.1. GENERAL 4.6.2.1.1. The IGF intelligent network (IN) platform shall enable the provision of customised services for calls to/from both ICO subscribers and roamers within the ICONET via the appropriate cellular/satellite interworking function. 4.6.2.1.2. The IGF shall support the customisation of the service offering on the basis of at least the following: 1. identify (IMSI/MSISDN) of the subscriber 2. the location (service area) of the UT 3. the A-party number (CLI) 4. the called number 5. time and date. 4.6.2.1.3. The IN platform of the IGF shall support the use of multiple languages for use in dialogues with the end-user. 4.6.2.1.4. The IGF IN platform shall support a minimum of 30 different languages. 4.6.2.1.5. The IGF shall support the choice of language on the basis of individual service profiles, calling party number analysis (IMSI and MSISDN), location of the UT (i.e. service area), etc. 4.6.2.2. COMMUNITY OF INTEREST SERVICES 4.6.2.2.1. VIRTUAL PRIVATE NETWORKS (VPN) 4.6.2.2.1.1. The IGF shall support a Virtual Private Network Service as defined in ITU-T Q.12.11. This shall include the necessary service scripts and service management application 4.6.2.2.1.2. The IGF shall support the creation of ICO specific VPNs. 4.6.2.2.1.3. The IGF shall support access from the ICONET to existing VPNs 4.6.2.3. SUBSCRIBER-SPECIFIC IN SERVICES 4.6.2.3.1. ADVANCED CALL FORWARDING 4.6.2.3.1.1. The IGF shall support the use of the IN platform to provide a more advanced and more flexible form of call forwarding based on calling/called party numbers, date, time, location (i.e. service area), etc. 4.6.2.3.1.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. Page 30 of 245 ICO Proprietary and Confidential 758 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.6.2.3.2. ADVANCED CALL BARRING 4.6.2.3.2.1. The IGF shall support the use of the IN platform to provide a more advanced and more flexible form of call barring based on calling/called party numbers, date, time, location (i.e. service area), permitted and forbidden number lists, etc. 4.6.2.3.2.2. The IGF shall be capable of applying advanced barring services in both the gateway MSSC (GMSSC) and the visited MSSC (VMSSC). 4.6.2.3.2.3. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.3. ORIGINATING CALL SCREENING 4.6.2.3.3.1. The IGF shall support an Originating Call Screening (OCS) service as defined in ITU-T Q.1211. 4.6.2.3.3.2. The IGF shall support the creation by ICO of such screening services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.4. TERMINATING CALL SCREENING 4.6.2.3.4.1. The IGF shall support a Terminating Call Screening (TCS) service. 4.6.2.3.4.2. The IGF shall be capable of applying TCS in both the gateway MSSC (GMSSC) and the visited MSSC (VMSSC). 4.6.2.3.4.3. The IGF shall support the creation by ICO of such screening services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.5. LOCATION DEPENDENT ROUTING 4.6.2.3.5.1. The IGF shall support the use of the IN platform to provide a more advanced and more flexible form of call routing based on the location of the UT (service area), calling/called party numbers, date, time, etc. This shall include the necessary service script(s) and service management application. 4.6.2.3.5.2. For further details see the description of the Ericsson feature of the same name. 4.6.2.3.6 PERSONAL NUMBER 4.6.2.3.6.1. The IGF IN platform shall support the personal number service i.e. the allocation of a single directory number for multiple destinations each of which is tried in turn until the call is answered. This shall include the necessary service script(s) and service management application. 4.6.2.3.6.2. For further details see the description of the Ericsson feature of the same name. 4.6.2.3.7. HOT LINE ROUTING 4.6.2.3.7.1. The IN platform of the IGF shall support the "hot line" routing i.e. the forced routing of all mobile originated calls from a particular subscriber to a single destination. 4.6.2.3.7.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.3.8. CALLER LIST 4.6.2.3.8.1. The IN platform of the IGF shall support the "caller list" or "CLI mailbox" functionality i.e. the storage of the CLI for failed incoming call attempts in a CLI mailbox, and the subsequent interrogation of that mailbox by the subscriber. 4.6.2.3.8.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. Page 31 of 245 ICO PROPRIETARY AND CONFIDENTIAL 759 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.6.2.4. CHARGING SERVICES 4.6.2.4.1. PRE-PAID (DEBIT) SERVICE 4.6.2.4.1.1. The IGF shall support the use of pre-paid SIM cards. This shall include the necessary service scripts and service management application. 4.6.2.4.1.2. The following functions shall be included: 1. the maintenance of the balance in real-time by the IGF 2. the indication of a warning to the subscriber in the event of a lack of pre-cleared funds 3. the immediate disconnection of a connection when the balance reaches zero 4. the ability to check the B-number against screening lists 5. usage of carrier access code. 4.6.2.4.2. PRIVATE CALLS 4.6.2.4.2.1. The IGF shall support the use of two directory numbers for the same basic service, for business and private use respectively, in combination with a single subscription (IMSI). 4.6.2.4.2.2. The CDRs collected by the IGF shall support the separate billing of the subscriber for business and private usage based on the number dialled. 4.6.2.4.2.3. For mobile originated calls, the IGF shall permit the subscriber to determine to which of the two accounts (business/private) the call is to be billed and this shall be recorded in the appropriate CDRs. 4.6.2.4.2.4. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.6.2.4.3. SPLIT BILLING 4.6.2.4.3.1. The IGF shall support the Split Billing (SPL) service as defined in ITU-T Q.1211. 4.6.2.4.3.2. The IGF shall support the creation by ICO of such services via the service creation environment (SCE). A ready-made service script will not be included. 4.7. SUBSCRIPTION TO ICO SERVICES 4.7.1. GENERAL 4.7.1.1. The IGF shall support the necessary subscriber profiles to permit the subscription to the services on offer within the ICO network and subscription checking prior to service usage. This shall include the subscriber profiles stored in the: 1. home location register (HLR) 2. authentication centre (AuC) 3. intelligent network service control point (SCP) (F/R) 4. messaging platform (VMS/SMSC). 4.7.1.2. (Note: services such as "itemised billing" are a matter for post-processing and are outside the scope of this section.) 4.7.2. SUBSCRIPTION PROFILES IN THE HLR/VLR 4.7.2.1. The HLR/VLR shall support the GSM standard profiles as defined in TS GSM 03.08 and TS GSM 12.02. Page 32 of 245 ICO PROPRIETARY AND CONFIDENTIAL 760 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.7.2.2. The HLR shall support the subscription (provision/withdrawal) of each of the GSM basic and supplementary services on offer within the ICO network on an individual subscriber (IMSI) basis. This shall include each of the subscription options described in the applicable individual GSM technical specifications. 4.7.2.3. The HLR and MSSC/VLR shall support the usage of PLMN (ICO) specific basic and supplementary services as defined in TS GSM 09.02. 4.7.2.4. The HLR and MSSC/VLR shall support the extension of the subscriber profile transferred via the MAP protocol by means of the ellipsis ("...") notation as described in TS GSM 09.02. 4.7.2.5. The IGF shall support the allocation of a basic or primary MSISDN. The MSISDN shall be transferred to the VLR from the HLR and employed for the purpose of calling line identification. 4.7.2.6. The HLR and MSSC/VLR shall support the allocation of additional MSISDNs for different basic services and/or bearer capabilities and use in connection with mobile terminated services. This is the GSM "multi-numbering" method as defined in TS GSM 09.07. 4.7.2.7. The HLR and MSSC/VLR shall support the subscription to the ICO specific services (HPN, language preference etc.) as defined in the previous sections. 4.7.2.8. The IGF shall support regional subscription on the basis of ICO defined service areas. The IGF shall support a minimum of 65,000 service areas. These areas shall be non-uniform in size and freely configurable under ICO control. 4.7.2.9. The service areas shall permit the ICO Service providers to offer their customers subscription choices ranging from: 1. Global subscription; 2. Regional subscription: limited to one or several of the ICO-defined subscription areas; 3. Fixed subscription: limited to a fixed geographic location defined by a specific minimum sized service area. 4.7.2.10. Subscription with different tariff ideas shall be possible for the above subscription choices. 4.7.2.11. It shall be possible for the MSSC/VLR to deny mobile originated and mobile terminated service to a subscriber located outside the regional or fixed subscription area. 4.7.2.12. The IGF shall also support regional charging i.e. the application of a different set of tariffs for services used whilst still roaming outside the local subscription area. 4.7.2.13. The IGF shall be capable of providing an indication to the subscriber of the current coverage area. This shall include an out of area indication if the subscriber roams outside the local area. 4.7.2.14. For those services based on in-band detection of modem and fax tones, a subscription to the basic telephony service shall be required. An explicit subscription to these services is not required. 4.7.2.15. The HLR and VLR shall support the storage of intelligent network (IN) service profile information in the subscription files. 4.7.3. SUBSCRIBER PROFILES IN THE IN PLATFORM (F/R) 4.7.3.1. For those services provided by the ICONET Intelligent network platform, the IN SCP and service management function (SMAS) shall support the use of individual subscriber profiles. 4.7.3.2. For individual profiles, the subscriber shall be identified by means of the MSISDN. Page 33 of 245 ICO Proprietary and Confidential 761 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.7.4. SUBSCRIBER PROFILES IN THE MESSAGING PLATFORM 4.7.4.1. For those services provided by the ICONET messaging platform, the messaging platform shall support the use of individual subscriber profiles. 4.7.4.2. For individual profiles, the subscriber shall be identified by means of one or more MSISDNs. 4.8. CELLULAR/SATELLITE ROAMING 4.8.1. GENERAL 4.8.1.1. The IGF shall support roaming between the ICONET and the following types of cellular network 1. networks employing GSM MAP (GSM 900/DCS 1800/PCS 1900) 2. networks employing TIA IS.41 (AMPS/DAMPS/CDMA) 3. networks employing TTC MAP (PDC 800/PDC 1500) (OPTION) 4.8.1.2. The IGF shall support roaming in both directions i.e. from other networks to ICO, and from ICO to other networks in accordance with the table in Section 4.8.9. 4.8.2. ROAMING WITH IS.41 BASED NETWORKS 4.8.2.1. For roaming between IS.41 based networks and ICONET an additional "roaming subscription" is required to map the identifiers and services employed within the home and visited network. The IGF shall support the provisioning of this additional service profile information. 4.8.2.2. For roaming from IS.41 based networks to ICONET, the cellular/ satellite interworking function of the IGF shall perform the functions of an IS.41 VLR towards the IS.41 network and the functions of a GSM HLR/AuC towards the ICONET. 4.8.2.3. For roaming from ICONET to IS.41 based networks, the cellular/ satellite interworking function of the IGF shall perform the functions of an IS.41 HLR/AuC towards the IS.41 network and the functions of a GSM VLR towards the ICONET. 4.8.2.4. For roaming with IS.41 based networks, the IGF shall support interworking with cellular networks employing the following versions of the IS-41 protocol: 1. IS-41 Revision B 2. IS-41 Revision C 3. IS-41 Revision D (ANSI 41) (OPTION) 4.8.2.5. In the case of interworking with IS-41 Revision D based networks, the IGF shall support, as a minimum, the following: 1. use of IMSIs on the IS-41 side (OPTION) 2. global title translation on the IS-41 side for full international roaming support (OPTION) 4.8.3. ROAMING WITH PDC NETWORKS (OPTION) 4.8.3.1. For roaming between TTC MAP based networks and ICONET an additional "roaming subscription" is required to map the identifiers and services employed within the home and visited network. The IGF shall support the provisioning of this additional service profile information. 4.8.3.2. For roaming from PDC networks to ICONET, the cellular/satellite interworking function of the IGL shall perform the functions of a PDC GLR towards the PDC network and the functions of a GSM HLR/AuC towards the ICONET. Page 34 of 245 ICO Proprietary and Confidential 762 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.8.3.3. In order to support the handling of roaming numbers and the routing of calls between PDC networks and the ICONET a switching function, the cellular/satellite gateway MSC (CS-GMSC, is also required. The cellular/satellite roaming function of the IGF shall include the required CS-GMSC functionality. 4.8.3.4. For roaming with PDC based networks, the IGF shall support 1. version 2 (1994) of the TTC MAP DMNI standard (TTC JJ-70.10) 2. the proprietary Digital Tuka interface (DTIF). 4.8.4. ROAMING WITH GSM BASED NETWORKS 4.8.4.1. ANONYMOUS GSM ROAMERS 4.8.4.1.1. For roaming between GSM based networks and ICONET, the IGF shall support automatic and "anonymous" roaming i.e. roaming based on the service profile stored in the home network and without an explicit subscription to the visited network. 4.8.5. GENERIC ROAMING FUNCTIONS 4.8.5.1. NUMBERING, ADDRESSING AND IDENTIFICATION 4.8.5.1.1. The IGF shall support the mapping between the different identifiers employed within the different networking standards for numbering and identification purposes. This shall include the mapping between: 1. GSM IMSI/MSISDN and IS.41 MIN/ESN 2. GSM IMSI/MSISDN and PDC MSN/MSI (OPTION) 4.8.5.1.2. The cellular/satellite interworking functions shall be capable of handling any ITU-T E.212 compliant IMSI e.g. the use of the PDC MSI as an IMSI without the allocation of and mapping to an ICO IMSI 4.8.5.2. AUTHENTICATION 4.8.5.2.1. In order to protect roamers from fraudulent misuse, the IGF shall support the use of authentication in all roaming cases. 4.8.5.2.2. In cases where end-to-end authentication between the subscriber and the home HLR is not technically possible, the IGF shall at least support the use of authentication between the subscriber and the cellular/satellite interworking function employing the authentication procedures of the visited network. 4.8.5.2.3. IS-41 authentication shall comply with both IS-41 Revision C and TSB-51. 4.8.5.3. LOCATION MANAGEMENT 4.8.5.3.1. The IGF shall support the roaming functions required to ensure that the subscriber is reachable within each type of visited network. This shall include: 1. location registration/update 2. location cancellation 3. deregistration i.e. purging of subscriber records in the VLR (GLR) 4.8.5.3.2. The IGF shall pass back each initial registration in a new network to the home network of the roaming subscriber. 4.8.5.3.3. To avoid unnecessary signalling traffic, the IGF shall be capable of handling subsequent location updates, within the same network, without passing them back to the home network. Page 35 of 245 ICO Proprietary and Confidential 763 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.8.5.3.4. For the PDC to ICO roaming case, the subsequent location updates will be handled through the home network. (OPTION) 4.8.5.4. ROUTING FOR MOBILE TERMINATED CALLS 4.8.5.4.1. In order to support the optimal routing of mobile terminated calls, the IGF shall be capable of retrieving routing information from the location registers of both the cellular and ICO networks. This shall include the interrogation of the HLRs and the retrieval of routing numbers from the VLRs (GLRs for PDC). 4.8.5.4.2. For roaming between ICO and IS.41, the IGF shall be capable of handling both GSM MSRNs and IS.41 routing numbers (TLDNs) and of converting between the two. 4.8.5.4.3. For roaming between ICO and PDC the IGF shall be capable of handling the TTC MAP RON and of mapping the RON to a GSM MSRN and vice versa. Unlike GSM and IS.41, the TTC MAP RON is allocated on location registration and not on a call by call basis and this requires additional processing by the IGF. (OPTION) 4.8.5.5. TRANSFER OF SUBSCRIBER DATA 4.8.5.5.1. The IGF shall be capable of retrieving subscriber profile information from HLRs of the home network and of downloading subscriber profile information to the VLRs (and GLRs in case of PDC roaming) of the visited network. 4.8.5.5.2. The IGF shall be capable of deleting the subscriber records from the VLR (GLR) on request by the HLR of the home network. 4.8.5.5.3. The IGF shall also be capable of deleting the subscriber record from the VLR (GLR) of the visited network as a result of network management operations. 4.8.5.6. MAPPING OF SERVICE PROFILES 4.8.5.6.1. As the services supported vary between the three cellular standards, the IGF shall be responsible for the mapping of services retrieved from the HLR onto their equivalent in the VLR (GLR) of the visited network. 4.8.5.6.2. As a minimum, the following forms of service mapping shall be supported by the IGF: 1. a direct mapping of compatible services (e.g. telephony) 2. conversion of functional equivalents (e.g. GSM call barring and IS.41 call delivery) 3. the use of standard default values for those services not present in the home system 4. the extension of the profile received from the home HLR to include additional services offered by the visited network, this additional service information shall be stored in the HLR components of the cellular/satellite interworking functions of the IGF 4.8.5.7. SUPPLEMENTARY SERVICE MANAGEMENT 4.8.5.7.1. The IGF shall support the MAP operations provided in each of the three cellular standards for the administration of supplementary services by the end user. 4.8.5.7.2. For GSM networks the IGF shall include the operations required to support the following actions: 1. registration/erasure 2. activation/deactivation 3. interrogation 4. the setting of passwords 5. unstructured supplementary service data (USSD). Page 36 of 245 ICO Proprietary and Confidential 764 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.8.5.7.3. For IS.41 based networks the IGF shall support remote feature activation. 4.8.5.7.4. In order to increase the transparency of the service to the end user, the IGF shall support, where possible, the MMI strings employed within the home network. For example, the MMI codes for call delivery (IS.41) should also be accepted within the ICO network and mapped onto the appropriate call restriction (barring) services. (F/R) 4.8.5.7.5. For those networks supporting the management of services/features from fixed network terminals via DTMF, this feature shall also be supported by the IGF in case of cellular/satellite roaming. 4.8.5.8. SHORT MESSAGING 4.8.5.8.1. The Short Message teleservices shall be supported in both the IS.41 to ICO and ICO to IS.41 roaming cases. 4.8.5.8.4. The ILR shall support the end-to-end delivery of mobile originated short messages for both IS.41 to ICO and ICO to IS.41 roaming. (OPTION) 4.8.5.8.5. The ILR shall support the end-to-end delivery of mobile terminated short messages for both IS.41 to ICO and ICO to IS.41 roaming. (OPTION) 4.8.5.9. FAULT RECOVERY 4.8.5.9.1. The IGF shall support the MAP operations provided in each of the three cellular standards for fault recovery e.g. HLR restart. This shall include the reception by the IGF of such fault recovery indications from the home and visited networks as well as the generation of such indications by the IGF in case of outage. 4.8.5.10. SECTION NOT USED 4.8.5.11. ADDITIONAL ICO HLR FUNCTIONALITY 4.8.5.11.1. The GSM HLR/AuC components of the cellular/satellite interworking functions of the IGF shall include all of the functionality of a standalone ICO HLC/AuC including, but not limited to, the following: 1. provisioning of HPN 2. vendor proprietary services and features for the IS.41 interworking unit: a. Immediate Call Itemisation Service b. Announcement Suppression at Call Rerouting (F/R) c. Transfer of Announcement Suppression Indicator to HLR (F/R) d. Single Personal Number e. Ericsson Dual Numbering (ICO+GSM+two logical lines handset is needed)(F/R) f. Subscription Type (F/R) g. IMSI Changeover (F/R) h. MAP Policing in HLR (policing on addresses) i. Subscriber Priority Level for Channel Allocation j. Location Numbers (Regional and Local Subscription) 3. vendor proprietary services and features for the PDC interworking unit (F/R) 4. intelligent network support (e.g. IN services class marks/category keys) 5. provisioning of other ICO specific services (F/R) Page 37 of 245 ICO Proprietary and Confidential 765 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.8.6. PROTOCOL SUPPORT 4.8.6.1. The IGF shall support the following protocol stacks for cellular/satellite roaming: 1. GSM MAP/ITU-T TCAP/ITU-T SCCP/ITU-T MTP 2. GSM MAP/ITU-T TCAP/ANSI SCCP/ANSI MTP 3. IS.41 MAP/ANSI TCAP/ITU-T X.25 (F/R) 4. IS.41 MAP/ANSI TCAP/ANSI SCCP/ANSI MTP 5. IS.41 MAP/ANSI TCAP/ITU-T SCCP/ITU-T MTP 6. IS.41 MAP/ITU-T TCAP/ITU-T SCCP/ITU-T MTP (F/R) 7. TTC MAP (DMNI)/TTC TCAP/TTC SCCP/TTC MTP (OPTION) 8. TTC MAP (DTIF)/TTC TCAP/TTC SCCP/TTC MTP. (OPTION) 4.8.7. PROVISIONING FUNCTIONS 4.8.7.1. The IGF shall provide an interface for the provisioning of the data held in the cellular/satellite interworking function via the ICO ADC. 4.8.7.2. The IGF shall support both a transaction based interface for individual subscriber details as well as a bulk update (e.g. file transfer) mechanism for the transfer of data en masse. The PDC to ICO ILR will only support the interface for individual subscriber details. 4.8.7.3. Each change to a subscriber profile, either locally or remotely, shall be logged by the IGF including details of the change. The PDC to ICO ILR will not support logging of the change. 4.8.8. NETWORK MANAGEMENT FUNCTIONS 4.8.8.1. FAULT MANAGEMENT 4.8.8.1.1. The cellular/satellite interworking function of the IGF shall support the generation, logging and cancellation of alarms. 4.8.8.1.2. The cellular/satellite interworking function of the IGF shall support an interface for the transfer of alarms to the ICO NMC. 4.8.8.2. PERFORMANCE MANAGEMENT 4.8.8.2.1. The cellular/satellite interworking function of the IGF shall be capable of producing traffic measurements (e.g. peg counters) for both application level transactions and the lower layers e.g. MAP, TCAP, SCCP, MTP etc. 4.8.8.2.2. The cellular/satellite interworking function of the IGF shall support an interface for the transfer of performance measurements to the ICO NMC. 4.8.8.3. CONFIGURATION MANAGEMENT 4.8.8.3.1. The cellular/satellite interworking function of the IGF shall support an interface to the ICO NMC for the configuration of both the application and underlying layers (e.g. MAP, TCAP, SCCP, MTP). 4.8.8.4. SECURITY MANAGEMENT 4.8.8.4.1. The downloading of authentication keys from the ICO ADC to the cellular/satellite interworking function of the IGF shall be performed in a secure manner i.e. encrypted. 4.8.8.4.2. The IGF shall support both a transaction based interface for individual subscriber details as well as a bulk update (e.g. file transfer) mechanism for the transfer of data en masse. Page 38 of 245 ICO Proprietary and Confidential 766 EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 [ICO LOGO] 10 November 1997 4.8.8.4.3. The storage of the keys within the cellular/satellite interworking function of the IGF shall also be in an encrypted form. 4.8.8.4.4. The IGF shall prevent access by operator personnel to the secret key information held in the AuC component of the cellular/satellite interworking function. 4.8.9. AVAILABILITY OF PRODUCTS AND SERVICES TO ROAMING SUBSCRIBERS 4.8.9.1. This table below describes the requirements on the IGF for the availability of products and services to roaming subscribers. KEY NA: NOT APPLICABLE, NOT TECHNICALLY FEASIBLE Y: REQUIRED N: NOT REQUIRED F/R: FUTURE REQUIREMENT TABLE 4-1 AVAILABILITY OF PRODUCTS AND SERVICES TO ROAMING SUBSCRIBERS
CELLULAR ROAMERS TO ICO ICO ROAMERS TO CELLULAR SERVICE OR FEATURE GSM IS.41 PDC ICO ICO ICO TO TO TO TO TO TO ICO ICO ICO GSM IS.41 PDC (OPT (OPT ION) ION) TELESERVICES SPEECH SERVICES 4.1.1.1 Telephony (TS 11) Y Y Y Y Y 4.1.1.2 Emergency calls (TS 12) Y Y Y Y NA(1) SHORT MESSAGE SERVICES (SMS) 4.1.2.1 Mobile Terminated SMS (TS 21) Y Y(2) F/R Y(2) Y(2) 4.1.2.1 Mobile Originated SMS (TS 22) Y Y(2) F/R Y Y(2) FACSIMILE SERVICES (UP TO 9600 BPS) 4.1.3.1 Automatic fax group 3 (TS 62) Y Y(3) Y(3) Y Y(4) 4.1.3.3 Alternate speech and fax group 3 (TS 61) Y Y(5) F/R Y NA 4.1.3.4 Alternate speech/fax - inband detection Y Y Y NA Y FACSIMILE SERVICES, HIGH SPEED BEARERS (HSCSD) 4.1.3.2 Fax group 3 up to 14.4 kbps Y(6) Y(7) Y(7) Y(6) NA BEARER SERVICES CIRCUIT SWITCHED DATA (UP TO 9600 BPS) 4.2.1 Data circuit duplex asynchronous (BS 2x) Y Y(7) Y(7) NA NA 4.2.1 Data circuit duplex synchronous (BS 3x) Y Y(7) Y(7) NA NA 4.2.3 Alternate Speech/Data - inband detection Y Y Y NA Y HIGH SPEED CIRCUIT-SWITCHED DATA (UP TO 38.4 KBPS 4.2.2 General data circuit duplex asynch. (BS 20) Y(6) Y(7) Y(7) Y(6) NA 4.2.2 General data circuit duplex asynch. (BS 20) Y(6) Y(7) Y(7) Y(6) NA SUPPLEMENTARY SERVICES CALL OFFERING SUPPLEMENTARY SERVICES 4.3.3.1 Call Forwarding Unconditional (CFU) Y(20) Y(20) Y(20) Y Y 4.3.3.2 Call Forwarding on Mobile Subscriber Busy (CFB) Y Y(90 F/R Y Y(9) 4.3.3.3 Call Forwarding on Mobile Not Reachable (CFNRc) Y Y(9) F/R Y N 4.3.3.4 Call Forwarding on No Reply (CFNRy) Y Y(9) F/R Y Y(9) CALL COMPLETION SUPPLEMENTARY SERVICES
Page 39 of 245 ICO Proprietary and Confidential 767 EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 [ICO LOGO] 10 November 1997
CELLULAR ROAMERS TO ICO ICO ROAMERS TO CELLULAR SERVICE OR FEATURE GSM IS.41 PDC ICO ICO ICO TO TO TO TO TO TO ICO ICO ICO GSM IS.41 PDC (OPT (OPT ION) ION) 4.3.4.1 Call Waiting (CW) Y Y F/R Y Y 4.3.4.2 Call Hold (HOLD) Y Y(8) F/R Y Y NUMBER IDENTIFICATION SUPPLEMENTARY SERVICES 4.3.2.1 Calling Line Identification Presentation (CLIP) Y Y(10) F/R Y Y(10) 4.3.2.2 Calling Line Identification Restriction (CLIR) Y Y(10) F/R Y Y(10) 4.3.2.3 Connected Line Identification Presentation (COLP) Y Y(11) F/R NA NA 4.3.2.4 Connected Line Identification Restriction (COLR) Y Y(11) F/R NA NA MULTI-PARTY SUPPLEMENTARY SERVICES 4.3.5.1 Multi Party Service (MPTY) Y Y F/R Y Y CLOSED USER GROUP SUPPLEMENTARY SERVICES 4.3.6.1 Closed User Group (CUG) Y NA NA Y NA CHARGING SUPPLEMENTARY SERVICES 4.3.8.1 Advice of Charge Information (AoCI) N(12) NA NA N(12) NA 4.3.8.2 Advice of Charge Charging (AoCC) N(12) NA NA N(12) NA CALL RESTRICTION SUPPLEMENTARY SERVICES 4.3.7.1 Barring of All Outgoing Calls (BAOC) Y Y F/R Y Y 4.3.7.2 Barring of All Incoming Calls (BAIC) Y Y F/R Y Y 4.3.7.3 Barring of Outgoing International Calls (BOIC) Y(14) Y(13) F/R Y Y(13) 4.3.7.4 Barring of Outgoing International Calls, except Y(15) Y(11) F/R Y NA those directed to the Home Country (BOICexHC) 4.3.7.5 Barring of Incoming Calls when Roaming Outside Y(16) Y(22) F/R Y NA the Home Country (BIC-Roam) UNSTRUCTURED SUPPLEMENTARY SERVICE DATA (USSD) 4.3 Unstructured supplementary service data (USSD) Y Y(11) F/R Y NA ICO SPECIFIC SERVICES 4.4.1 High Power Notification (HPN) N(17) Y(11) Y(11) NA NA 4.4.2 ICO Dual numbering N(17) Y(11) Y(11) NA NA 4.4.3 Natural language support N(17) F/R F/R NA NA MAIL AND MESSAGING SERVICES 4.5.6 Mailbox access and retrieval Y(18) Y(18) F/R Y(18) Y(18) 4.5.7 Mailbox notification Y(19) Y(19) F/R Y(19) Y(19) ADVANCED SERVICES 4.6.2.2.1 Virtual Private Networks (VPN) Y(17) Y Y NA NA 4.6.2.3.1 Advanced call forwarding N(17) Y(21) Y(21) NA NA 4.6.2.3.2 Advanced call barring N(17) N(21) Y(21) NA NA 4.6.2.3.3 Originating call screening N(17) Y(21) Y(21) NA NA 4.6.2.3.4 Terminating call screening N(17) Y(21) Y(21) NA NA 4.6.2.3.5 Location dependent routing N(17) Y(21) Y(21) NA NA 4.6.2.3.6 Personal number N(17) Y(21) Y(21) NA NA 4.6.2.3.7 Hot line routing N(17) N(21) Y(21) NA NA 4.6.2.3.8 Caller list N(17) Y(21) Y(21) NA NA 4.6.2.4.1 Pre-paid (debit) service NA NA NA NA NA 4.6.2.4.2 Private calls N(17) Y(21) Y(21) NA NA 4.6.2.4.3 Split billing N(17) Y(21) Y(21) NA NA
Notes: 1. Although the GSM emergency call service will not be available in PDC and IS.41 networks, this does not prevent the subscriber from dialing an emergency access code in such networks. However, this call will be treated as a normal telephony call i.e. with no prioritised access on the air-interface. Page 40 of 245 ICO Proprietary and Confidential 768 EN-IG-ICO-RQ/000014 [ICO logo] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. End-to-end support for SMS is provided as an option (OPTION). However, roamers to ICO may also be provisioned with SMS in the CS-IWF allowing them to send and receive SMS on ICO via an ICO MSISDN. 3. Roamers from IS.41 and PDC networks may employ GSM fax services from within the ICO network. However, delivery of fax calls from their home networks via their home cellular networks is not supported. 4. Roamers from ICO to IS.41 networks may employ local fax services within the serving network. However, delivery of fax calls from the ICO network via ICO fax MSISDNs (multi-numbering) is not supported. 5. Roamers from IS.41 and PDC networks may employ the GSM alt. speech/fax service from within the ICO network, but this requires the allocation of additional ICO MSISDNs in the CS-IWF. 6. Subject to support of HSCSD by the GSM network. 7. Roamers from IS.41 and PDC networks may employ local GSM data services within the ICO network by the allocation of an ICO MSISDN. However, delivery of data calls from the home network and via the home cellular number is not supported. 8. Supported locally in the CS-IWF, not end-to-end. 9. It may not be possible to support conditional call forwarding services when roaming between ICO and IS.41 networks. This depends on the capability of the individual IS.41 networks. 10. Proprietary solution depending on the IS.41 extensions supported. 11. Supported locally in the CS-IWF, not present in the home network. 12. Advice of charge is not supported for roaming subscribers. 13. The IS.41 and GSM services are not equivalent, some differences in service delivery are inevitable e.g. IS.41 supports barring of all calls outside world zone 1 (i.e. North America) rather than barring of all international calls. 14. The interpretation of barring of all outgoing international calls within the ICO network shall be all calls to destinations with country codes other than ICO. 15. The interpretation of BOIC-exHC within the ICO network shall be based on home PLMN and not home country. 16. The interpretation of BIC-roam within the ICO network shall be barring of all incoming calls whilst roaming outside the home PLMN (i.e. not home country). 17. The provisioning of this service requires a CS-IWF for GSM to ICO roaming. (OPTION) 18. Mail and messaging services will normally be provided by the home network. However, it shall be possible to provide ICO mailboxes to roaming subscribers. 19. The form of notification used may vary from network to network e.g. for those networks not supporting SMS a voice-call notification may be used. 20. The support of this service depends on its provisioning by the home network. 21. The CS-IWF supports the storage of the IN classmark/key information, it does not provide the actual IN service. 22. This service is only supported in case of ICO dual numbering and for calls delivered via the ICO MSISDN. 4.9. OTHER VALUE-ADDED SERVICES 4.9.1. The IGF shall support the routing of calls to/from value added services centres located within the ICONET. 4.9.2. The IGF will support the usage of short code dialling for access to individual services. Page 41 of 245 ICO Proprietary and Confidential 769 EN-IG-ICO-RQ/000014 [ICO logo] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4.9.3. In order to support the usage of multiple regional service centres, the IGF shall support the routing of service calls based on both the short code dialled and location (service area) of the UT. 4.10. SPECIALISED TERMINALS 4.10.1. MULTICHANNEL TERMINALS (F/R) 4.10.1.1. The IGF shall support the usage of a single location update by the multi-channel terminal on behalf of all of the subscribers currently attached to it. 4.10.2. SEMI-FIXED TERMINALS 4.10.2.1. The IGF shall support the usage of semi-fixed user terminals for the purpose of local loop replacement, remote PABX and remote payphone applications. The IGF requirements to support these terminals are in other sections of this document, in particular Section 4.7.2. Page 42 of 245 ICO Proprietary and Confidential 770 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5. ADMINISTRATION AND SUPPORT SERVICES 5.1. BILLING SERVICES 5.1.1. CALL DETAIL RECORDING IN THE MSSC 5.1.1.1. CALL DETAIL RECORD GENERATION 5.1.1.1.1. RECORD TYPES 5.1.1.1.1.1. The IGF shall support the generation of call detail and event records (CDRs) for the following events, as defined in TS GSM 12.05: 1. mobile originated call 2. mobile originated emergency call 3. mobile originated, call forwarding 4. mobile terminated call 5. roaming call component in a gateway MSSC 6. transit call attempt (including calls to PABXs and service centres, which are seen as external nodes) 7. supplementary service actions 8. mobile originated SMS in the VMSSC 9. mobile terminated SMS in the VMSSC 10. mobile originated SMS in the SMS-IWMSC 11. mobile terminated SMS in the SMS-GMSC. 5.1.1.1.1.2. For intelligent network calls, the IGF shall also support the generation of the following CDR types: 1. incoming IN call (F/R) 2. outgoing IN call (F/R) 3. transit IN call . (F/R) 5.1.1.1.1.3. The IGF shall support the generation of the following ICO specific charging information: 1. HPN invocation 2. legal interception in the VMSSC. No extra CDR for legal interception in the MSSC. In the cases where switched connection is used for setting up an intercept call to the monitoring centres, the VMSSC shall generate via exchange configurable parameters a normal transit call attempt CDR for the switched connection. 5.1.1.1.1.4. The IGF shall support the generation of partial call records for the following cases: 1. The call duration has reached a limit, which is set by an exchange parameter 2. The number of call related events has reached a limit, which is set by an exchange parameter. 3. A C7 charging message CHT, is received from a superior exchange. 5.1.1.1.1.5. It shall be possible to generate call data records for call attempts. In particular, call data records can be generated for: 1. calls receiving BUSY, CONGESTION or any other End Of Selection state Page 43 of 245 ICO Proprietary and Confidential 771 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. calls that reach through-connection 3. calls that reach B-answer. 5.1.1.1.1.6. The partial record timer employed by the IGF shall be configurable via the setting of exchange data and/or network management command. 5.1.1.1.1.7. The IGF shall support the suppression of individual CDR types via the setting of exchange data and/or network management command. 5.1.1.1.2. RECORD CONTENT 5.1.1.1.2.1. The content of each of the standard GSM CDR types generated by the IGF shall be equivalent to the record fields of the corresponding record types defined in TS GSM 12.05. 5.1.1.1.2.2. The IGF shall support the configuration of the record fields of the individual CDR types via the setting of exchange data and/or network management command. 5.1.1.1.2.3. In addition to the standard location information in a GSM CDR (e.g. Cell Identity = ICO service area), the CDRs produced by the IGF shall also include the position of the UT at the call set-up in the form of latitude, longitude and accuracy index. 5.1.1.1.2.4. The mobile station RF power frequency capability of the mobile station classmark and the radio channel requested/used (e.g. full rate/half rate etc.) employed by the IGF shall be output in the CDR. 5.1.1.1.2.5. The IGF shall employ ISO standard universal co-ordinated time (UTC time) for all date and time information stored in the CDRs. 5.1.1.1.2.6. The MT CDR produced by the IGF shall be accompanied by the presentation/screening indicators received during the call set-up (see TS GSM 12.05 for further details). 5.1.1.1.2.7. The storage of directory numbers in the CDRs produced by the IGF shall be accompanied by the appropriate "type of number" and "number plan" information elements received during the call set-up. 5.1.1.1.2.8. The CDRs produced by the IGF to record the invocation of the HPN service shall include the following information: 1. IMSI 2. MSISDN 3. Basic service code 4. date and time 5. HPN priority. 5.1.1.1.2.9. The CDRs produced by the IGF to record the use of high speed fax/data services shall include the number of traffic channels (i.e. air-interface slots) allocated to the connection. Any change in the number of channels allocated during the call shall also be recorded and time-stamped. 5.1.1.2. CALL DETAIL RECORD STORAGE AND SUPERVISION 5.1.1.2.1. The IGF shall store the CDRs locally in a non-volatile CDR filestore and in a redundant configuration e.g. mirror disks. 5.1.1.2.2. The availability of the call detail recording function shall be sufficient to ensure that the probability of loss of any CDR does not exceed 1 in 10 million records. 5.1.1.2.3. The capacity of the CDR filestore shall be sufficient to permit the continuous storage of CDRs by the IGF for a period of 72 hours without transfer to the ADC and without loss of data. 5.1.1.2.4. The IGF shall monitor the occupancy of the CDR filestore. Page 44 of 245 ICO Proprietary and Confidential 772 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5.1.1.2.5. The IGF shall support the use of occupancy thresholds and the generation of the associated alarm. 5.1.1.2.6. The IGF shall support the configuration of the CDR filestore thresholds via network management command. 5.1.1.3. CALL DETAIL RECORD TRANSFER 5.1.1.3.1. The IGF shall support the following forms of CDR transfer between the network elements and the ADC: 1. electronic file transfer (e.g. FTAM) 2. immediate record transfer ("hot billing") 3. backup to secondary storage. 5.1.1.3.2. In order to provide an adequate audit trail, each CDR file transferred by the IGF shall be allocated a unique sequence number. 5.1.1.3.3. In order to ensure that no data is lost, the IGF shall include the size of the file in the information provided for each transfer. 5.1.1.3.4. The IGF shall be capable of transferring CDR files at intervals of 15 minutes or less. 5.1.1.3.5. In case of immediate record transfer, the IGF shall transfer the individual call records immediately after the event being recorded, or the release of a connection that is being recorded. 5.1.1.3.6. The transfer by the IGF of individual CDRs to the ADC shall be completed in less than 1 minute, excluding transmission time, when immediate record transfer is used. 5.1.2. CALL DETAIL RECORDING IN THE MESSAGING PLATFORM 5.1.2.1. CALL DETAIL RECORD GENERATION 5.1.2.1.1. RECORD TYPES 5.1.2.1.1.1. The Messaging Platform shall support the generation of call detail and event records (CDRs) for all transactions, including but not limited to the following: 1. deposit of voice/fax/email 2. retrieval of voice/fax/mail 3. forwarding of voice/fax/email 4. distribution of voice/fax/email 5. customisation of mailbox settings 5.1.2.1.1.2. It shall be possible to generate call data records for call attempts. 5.1.2.1.1.3. The IGF shall support the suppression of individual CDR types via network management command. 5.1.2.1.2. RECORD CONTENT 5.1.2.1.2.1. As a minimum, the CDRs produced by the Messaging Platform shall include the following information: 1. A unique mailbox identifier 2. Service/Transaction type 3. Origin/destination address 4. Start time and duration Page 45 of 245 ICO Proprietary and Confidential 773 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5. No. of fax pages (for fax mail) 6. Data volume for SMS and email 7. Success/fail indicator 8. Error code (where appropriate) 5.1.2.1.2.2. The Messaging Platform shall employ universal co-ordinated time (UTC time) for all date and time information stored in the CDRs. 5.1.2.1.2.3. The storage of directory numbers in the CDRs produced by the Messaging Platform shall be accompanied by the appropriate "type of number", "number plan" and "presentation/screening" information elements received during the call set-up. 5.1.2.2. CALL DETAIL RECORD STORAGE AND SUPERVISION 5.1.2.2.1. The Messaging Platform shall store the CDRs locally in a non-volatile CDR filestore and in a redundant configuration e.g. mirror disks. 5.1.2.2.2. The availability of the call detail recording function shall be sufficient to ensure that the probability of loss of any CDR does not exceed 1 in 10 million records. 5.1.2.2.3. The capacity of the CDR filestore shall be sufficient to permit the continuous storage of CDRs by the Messaging Platform for a period of 72 hours without transfer to the ADC and without loss of data. 5.1.2.2.4. The Messaging Platform shall monitor the occupancy of the CDR filestore. 5.1.2.2.5. The Messaging Platform shall support the use of occupancy thresholds and the generation of the associated alarm. 5.1.2.2.6. The Messaging Platform shall support the configuration of the CDR filestore thresholds via network management command. 5.1.2.3. CALL DETAIL RECORD TRANSFER 5.1.2.3.1. The Messaging Platform shall support the following forms of CDR transfer between the network elements and the ADC: 1. electronic file transfer (e.g. FTAM) 2. immediate record transfer ("hot billing") (F/R) 3. backup to secondary storage. 5.1.2.3.2. In order to provide an adequate audit trail, each CDR file transferred by the Messaging Platform shall be allocated a unique sequence number. 5.1.2.3.3. In order to ensure that no data is lost, the Messaging Platform shall include the size of the file in the information provided for each transfer. 5.1.2.3.4. The Messaging Platform shall be capable of transferring CDR files at intervals of 15 minutes or less. 5.1.2.3.5. In case of immediate record transfer, the Messaging Platform shall transfer the individual call records immediately after the event being recorded, or the release of a connection that is being recorded. 5.1.2.3.6. The transfer by the Messaging Platform of individual CDRs to the ADC shall be completed in less than 1 minute, excluding transmission time, when record transfer is used. Page 46 of 245 ICO Proprietary and Confidential 774 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5.2. PROVISIONING SERVICES 5.2.1. SUBSCRIBER ADMINISTRATION IN THE HLR 5.2.1.1. The IGF shall support the management functions required for the administration of subscriber data in the HLR, as defined in TS GSM 12.02. This shall include the functions required for the administration of the following: 1. directory numbers 2. service provision 3. basic and supplementary services 4. regional subscription zones 5. bearer capability allocations. 5.2.1.2. The IGF shall also include the management functions required for the administration of the ICO specific services described above (e.g. HPN, language preference etc.). 5.2.1.3. The IGF shall also include the management functions required for the administration of Ericsson proprietary services. 5.2.1.4. The IGF shall support a remote provisioning interface from the HLR to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.1.5. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of HLR data en masse. 5.2.2. SUBSCRIBER ADMINISTRATION IN THE CELLULAR/SATELLITE INTERWORKING FUNCTION (CS-IWF) 5.2.2.1. The IGF shall provide a provisioning interface to the GSM HLR component of the cellular-satellite interworking function (CS-IWF) that is functionally identical to that provided for a standalone HLR and which is compliant with each of the provisioning requirements on the ICO HLR stated in Section 5.2.1 "Subscriber administration in the HLR." 5.2.2.2. For the IS.41 variant of the CS-IWF, the IGF shall provide a provisioning interface to the IS.41 HLR component of the CS-IWF which is functionally identical to that provided for a standalone IS.41 HLR. 5.2.2.3. For the PDC variant of the CS-IWF, the IGF shall provide a provisioning interface to the PDC HLR component of the CS-IWF which is functionally identical to that provided for a standalone PDC HLR (OPTION). 5.2.2.4. For the IS.41 variant of the CS-IWF, the IGF shall provide a provisioning interface to the IS.41/ICO interworking component of the CS-IWF for the administration of the roaming subscription including: 1. the mapping of services between the IS.41 and ICO environment 2. the mapping of numbers and identifiers, i.e. MIN/ESN (less than) = (greater than) IMSI/MSISDN. 5.2.2.5. For the PDC variant of the CS-IWF, the IGF shall provide a provisioning interface to the PDC/ICO interworking component of the CS-IWF for the administration of the roaming subscription including: 1. the mapping of services between the PDC and ICO environment (OPTION) 2. the mapping of numbers and identifiers i.e. MSI/MSN (less than) = (greater than) IMSI/MSISDN (OPTION). 5.2.2.6. (F/R) For the GSM/ICO variant of the CS-IWF, the IGF shall provide a provisioning interface to the roaming subscription including: 1. the mapping services between the GSM and ICO environment Page 47 of 245 ICO Proprietary and Confidential 775 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. the administration of ICO dual numbering. 5.2.3. SUBSCRIBER ADMINISTRATION IN THE MESSAGING PLATFORM 5.2.3.1. The IGF shall support the management functions required for the administration of subscriber and data in the Messaging Platform. 5.2.3.2. The IGF shall support a remote provisioning interface from the messaging platform to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.3.3. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of messaging platform data en masse. 5.2.4. SUBSCRIBER ADMINISTRATION IN THE SERVICE CONTROL POINT (SCP) (F/R) 5.2.4.1. The IGF shall support the management functions required for the administration of subscriber and service data in the SCP via the Service Management Point (SMP). 5.2.4.2. The IGF shall support a remote provisioning interface from the SMAS/SCP to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.4.3. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of SCP data en masse. 5.2.5. ADMINISTRATION OF SECRET KEYS IN THE AUTHENTICATION CENTRE (AuC) 5.2.5.1. The IGF shall support the management functions required for the administration of subscriber data in the authentication centre (AuC) as defined in TS GSM 12.02. This shall include the administration of the following: 1. IMSI 2. subscriber authentication key (K). 5.2.5.2. The IGF shall support a secure remote provisioning (pre-personalisation) interface from the AuC to the ICO ADC. The supplier shall provide full details of this interface including physical interconnection to the DCN, protocol stacks employed and application data units/MML command syntax. 5.2.5.3. In addition to the handling of individual transactions on a per subscriber basis, the IGF provisioning interface shall also include a bulk update mechanism (e.g. file transfer) for the updating of AuC data en masse. 5.2.5.4. The IGF shall support the encryption of all data exchanged on the interfaces to the AuC. 5.2.5.5. The IGF shall ensure that all data held in the AuC is stored in encrypted form. 5.2.6. ADMINISTRATION OF SECRET KEYS IN THE CELLULAR/SATELLITE INTERWORKING FUNCTION (CS-IWF) 5.2.6.1. GSM AuC COMPONENT 5.2.6.1.1. The IGF shall provide a provisioning interface to the GSM AuC component of the CS-IWF that is functionally identical to that provided for a standalone GSM AuC and that is compliant with each of the provisioning requirements on the AuC stated above. 5.2.6.1.2. The IGF shall support the encryption of security related data (keys) exchanged on the interface to the AuC component of the CS-IWF. Page 48 of 245 ICO Proprietary and Confidential 776 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5.2.6.1.3. The IGF shall ensure that all security related data (keys) held in the AuC component of the CS-IWF is stored in encrypted form. 5.2.6.2. IS.41 AuC COMPONENT 5.2.6.2.1. For the IS.41 variant of the CS-IWF, the IGF shall provide a provisioning interface to the IS.41 AuC component of the CS-IWF that is a functionally identical to that provided for an IS.41 AuC. 5.2.6.2.2. The IGF shall support the encryption of all security related data (A-key) exchanged on the interfaces to the AuC component of the CS-IWF. 5.2.6.2.3. The IGF shall ensure that all security related data (A-key) held in the AuC component of the CS-IWF is stored in encrypted form. 5.2.6.3. PDC AuC FUNCTIONALITY (OPTION) 5.2.6.3.1. For the PDC variant of the CS-IWF, the IGF shall provide a provisioning interface for authentication data to the CS-IWF that is functionally identical to that provided for a standalone PDC HLR. 5.3. MOBILE EQUIPMENT MONITORING 5.3.1. The IGF shall include an Equipment Identity Register (EIR) function for the monitoring of mobile equipment (UTs) based on their IMEIs. 5.3.2. The EIR function provided by the IGF shall include the administration of the following equipment lists as defined in TS GSM 02.16 and TS GSM 12.02: 1. white list 2. grey list 3. black list 5.3.3. The IGF shall support both the updating of individual list entries and the replacement of complete lists. 5.3.4. The IGF shall support the exchange of equipment lists with other cellular operators via the GSM MoU Central EIR (CEIR) in Dublin and in accordance with GSM MoU PRD TD.18 and TD.19 (F/R) 5.3.5. Inter-operability for EIR function across cellular standards is not supported. 5.4. CUSTOMER CARE AND OPERATOR SUPPORT 5.4.1. GENERAL 5.4.1.1. The IGF shall support the connection of customer help desks and customer care centres. This shall include the routing of calls to/from these centres via the MSSC. 5.4.2. OPERATOR DETERMINED BARRING (ODB) 5.4.2.1. The IGF shall support operator determined barring as defined in TS GSM 02.41. 5.4.2.2. The disconnection of an ongoing call as a result of the application of ODB is not supported. 5.4.2.3. The IGF shall support operator determined barring of supplementary services management. Page 49 of 245 ICO Proprietary and Confidential 777 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5.4.3. OPERATOR CONTROLLED DIVERSION 5.4.3.1. The system shall support the diversion of incoming calls using the default call forwarding service. The default call forwarding service can be applied to a specific basic service or to all basic services. 5.4.3.2. The use by the operator of the barning of SS management, shall prevent the subscriber from overriding the controlled diversion. 5.4.3.3. The system shall support the diversion of outgoing calls for a specific subscriber. 5.4.3.4. The operator shall be able to manage the controlled diversion for incoming/outgoing calls via the ICO ADC. 5.4.4. SUBSCRIBER SPECIFIC ANNOUNCEMENTS 5.4.4.1. It shall be possible to forward both incoming and outgoing calls to a subscriber specific announcement, for example, an announcement of the termination of service (TOS), or a changed number interception announcement (CNI). 5.4.4.2. It shall also be possible to provide a pre-connection announcement on an individual subscriber basis during the set-up phase of the connection. (F/R) 5.4.5. SUBSCRIBER TRACING 5.4.5.1. The IGF shall support call path tracing as defined in document WG360003. 5.4.5.2. Subscriber tracing will be implemented in R7 of the Ericsson CME 20 software but is not included in the current offer. The R7 Ericsson subscriber tracing feature will be based on GSM TS 12.08, but with the following exceptions (F/R): 1. Only 'basic' MSC record types to be implemented 2. No output of trace data in non-anchor MSC 3. Output of main MSISDN (instead of served MSISDN) 4. The following 'basic' trace data are not output: a) translated number b) roaming number c) AoC parameters 5. No IMEI trace supported 6. No trace output in HLR 5.5. FRAUD MANAGEMENT SERVICES 5.5.1. The system shall support the following fraud detection mechanisms. 5.5.2. The ability to detect the presence of long-hold calls and provide information to the system operator indicating the presence of a long held call. The system shall also support the ability for the system operator to manually clear a long held call. 5.5.3. The ability to flag when a particular service has one or more calls diverted and provide this information to the operator. 5.5.4. For the above mechanisms: 1. The MSSC shall collect the required information on a call by call basis. Page 50 of 245 ICO Proprietary and Confidential 778 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. The MSSC/VLR shall generate alarms in the case of unusual activity (e.g. long call times, etc.) and distribute and present these to the NMC operator via the Network Management System (NMS) for possible processing under the Fraud Management procedures. The NMC shall aggregate the data and provide the reporting mechanism to the operator. Page 51 of 245 ICO Proprietary and Confidential 779 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 This page has intentionally been left blank. Page 52 of 245 ICO Proprietary and Confidential 780 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6. GENERIC SYSTEM FUNCTIONS 6.1. NUMBERING, ADDRESSING AND IDENTIFICATION 6.1.1. INTERNATIONAL MOBILE SUBSCRIBER IDENTIFICATION 6.1.1.1. Each subscriber accessing the ICO network shall be identified and authenticated by means of a unique International Mobile Station Identification (IMSI) as defined in TS GSM 03.03 (see also emergency call handling). 6.1.1.2. The IGF shall support both ICO assigned IMSIs and those allocated by terrestrial cellular networks with whom ICO has a valid roaming agreement (i.e. for those networks with entries in the global mobile title translation routing tables). 6.1.1.3. For home subscribers to the ICO network, the IGF shall employ the IMSI to identify and communicate with the home location register (HLR). 6.1.1.4. For roaming subscribers from GSM compatible networks, the IGF shall employ the IMSI to identify and communicate with the HLR of the home network via global mobile title translation as defined in both TS GSM 03.03 and ITU-T E.214. 6.1.1.5. For those subscribers with a roaming subscription in an ICO Cellular/Satellite Interworking function (e.g. an ILR), the IGF shall employ the IMSI to identify and communicate with the HLR component of that interworking function. 6.1.1.6. The IMSI shall be recorded in each of the call detail and event records produced by the IGF. 6.1.2. MOBILE STATION INTERNATIONAL ISDN NUMBERS 6.1.2.1. In order to support the routing of incoming calls to mobile subscribers, it shall be possible to assign one or more Mobile Station ISDN numbers (MSISDNs), as defined in TS GSM 03.03, to each of the home subscribers of the ICO network. 6.1.2.2. The IGF shall support the use of multiple numbering plans including, but not limited to, the following: ITU-T E.164, ITU-T X.121, private numbering; as defined in TS ICO 04.08 and TS GSM 09.02. 6.1.2.3. The IGF shall support both GSM single and multi-numbering as defined in TS GSM 09.07. 6.1.2.4. The IGF shall support the "ICO dual-numbering" feature (see Section 4). 6.1.2.5. ICO allocated MSISDNs shall be employed by the IGF to identify and interrogate the home location register (HLR), or cellular/satellite interworking function (e.g. ILR), in order to route the call to the current location of the subscriber. 6.1.2.6. In order to support the replacement of a lost/stolen SIM, it shall be possible to transfer one or more existing MSISDNs to a new IMSI. 6.1.2.7. MSISDNs allocated by cellular networks shall be employed by the IGF to route the call to the home network. 6.1.2.8. The IGF shall support the display/suppression of the MSISDNs of individual subscribers in order to provide the line identification services described above. 6.1.2.9. Position based support of national PSTN number plan is not supported. 6.1.3. MOBILE STATION ROAMING NUMBERS 6.1.3.1. For calls to subscribers registered within the ICO network, the IGF shall be capable of allocating a Mobile Station Roaming Number (MSRN) as defined in TS GSM 03.03. 6.1.3.2. The allocation of an MSRN by the MSSC shall be performed on a temporary, call-by-call basis, as defined in TS GSM 09.07. Page 53 of 245 ICO Proprietary and Confidential 781 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.1.3.3. The IGF shall be capable, via digit analysis, of differentiating between ICO assigned MSISDNs and MSRNs. 6.1.3.4. The IGF shall employ the MSRN to route an incoming call to the MSSC/VLR that allocated the MSRN. 6.1.4. INTERNATIONAL MOBILE EQUIPMENT IDENTITY 6.1.4.1. Each mobile equipment (UT) accessing the ICO network shall be identified by means of a unique International Mobile Equipment Identity (IMEI) as defined in TS GSM 03.03 and TS GSM 02.16. 6.1.4.2. The IMEI, where available, shall be recorded in each of the call detail and event records produced by the IGF. 6.1.4.3. The IGF shall employ the IMEI for IMEI checking. 6.2. RADIO CONNECTIVITY BETWEEN USER TERMINALS, SATELLITES AND SANS 6.2.1. Each SAN shall be able to communicate with up to 4 satellites, provided those satellites are 5 degrees elevation or above, without interruption during the duration of a satellite pass subject to adequate signal propagation between SAN and satellite. 6.2.2. The SRMC shall make BTFPs (burst time frequency plans) for control and dedicated channels for the SANs for all satellite spot beams, subject to satellite positioning and equipment resources at each individual SAN. 6.2.3. The SRMC shall make BTFPs (burst time frequency plans) for dedicated channels for all the SANs such that the IGF can access each satellite in every spot beam to take into account the designed portion of diversity. 6.2.4. Where a satellite spot-beam is visible to a UT and a SAN has resources to provide control and dedicated channels to that spot beam, and satellite spectrum and power is available, the IGF shall provide the capability for the UT to register, and to connect a mobile originated call. 6.2.5. The SBS shall be able to use the frequencies assigned by the SRMC. 6.2.6. The IGF shall provide the capability to alert a UT, and to connect a mobile terminated call to a UT where a satellite spot beam covers the UT's stored last registered position (SLRP), subject to the conditions stated above. 6.2.7. The SBS shall provide the capability to connect a mobile originated, or a mobile terminated, call to a UT via a pair of satellites (diversity) where spot beams from both satellites are visible to the UT and both spot beams have pre-allocated dedicated channels provided by the same SAN. 6.2.8. The SBS and TNM shall provide the capability to maintain continuous connection of every phase of a call to/from a UT provided the UT remains in the visibility of any spot-beam and subject to the conditions stated above. When the UT is in coverage of two or more satellites which are also in coverage of specific SAN and spectrum and equipment resources are available, continuous diversity connection shall be provided. 6.2.9. The HPN subsystem shall provide the capability to send HPN messages to a UT via the appropriate spot beam of any satellite covering the UT's location. 6.2.10. The SRMC and SBS shall, for the purposes of frequency planning and paging, assume that a satellite can be used by a UT at elevation angles of 0 degrees or higher. Whether or not communication between the UT and the satellite is possible at any satellite elevation angle is subject only to adequate signal propagation between the UT and satellite. 6.3. PSTN/ISDN/PLMN INTERCONNECTION 6.3.1. For IGF Interconnection to international and national PSTN networks, IGF shall support the use of international and national variants of common channel signalling system No. 7 Telephony User Part (TUP) for circuit related signalling. Page 54 of 245 ICO Proprietary and Confidential 782 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.3.2. For IGF Interconnecting to international and national ISDN networks, IGF shall support the use of international and national variants of common channel signalling system No. 7 ISDN User Part(ISUP) for circuit related signalling. 6.3.3. For IGF interconnection to national PLMNs, IGF shall support the use of both international and national variants of ISUP and TUP where appropriate for circuit related signalling. 6.3.4. The IGF shall support the different variants of CCS7 ISUP and TUP and DSS1 in accordance with WG360477 Terrestrial Point-of-Interconnect Interface Requirements. 6.3.5. The IGF shall be capable of sending an early ACM signal on Mobile Terminated calls. 6.3.6. Ericsson shall deliver the HLRs which have integrated STP functionally. The integrated STP functionality supports Global Title Translation(GTT) of SCCP. The STP will have signalling connections with other ICO signalling nodes such as SANs and also external networks. 6.4. SECTION NOT USED 6.5. DCN SUBSYSTEM 6.5.1. NETWORK MANAGEMENT DCN 6.5.1.1. The DCN shall carry Network Management traffic, SRMC traffic, PCS traffic and HPN Traffic among SANs, NMCs and OT&DF(if provided). 6.5.1.2. The DCN shall provide connections to all SANs, NMC, Backup NMC, and OT&DF(if provided). 6.5.1.3. The DCN shall provide connections to SCC and Backup SCC(F/R). 6.5.1.4. The DCN shall provide connections to the ADC(F/R). 6.5.1.5. All IGF subsystems at SANs, NMC and Backup NMC which require DCN support shall be interfaced to the DCN equipment. 6.5.1.6. The DCN shall use the physical network procured by ICO in the form of DS0 circuits derived from E1 capacity. 6.5.1.7. Each DS0 interface at the SAN or NMC or Backup NMC shall terminate on a Router. 6.5.1.8. The Routers form part of the DCN and their management shall be via the TNM OAM function, SAN-OSS and the NMC. 6.5.1.9. The DCN traffic shall be encrypted on a link by link basis between the inter-SAN Routers with static encryption keys. 6.5.1.10. The DCN equipment at each SAN, NMC and Backup NMC shall provide two complete and independent on-site networks and associated external interfaces. 6.5.1.11. All critical on-site subsystems shall be interfaced to both of the on-site DCN networks. 6.5.1.12. Non-critical subsystems, being all those of which there are multiple instances and the loss of one unit will not cause "system unavailability" shall be interfaced to at least one of the on-site DCN networks. 6.5.1.13. The protocols used in the DCN shall be IP-based. 6.5.1.14. The DCN shall for design and acceptance criteria be assumed to be configured as shown in Figure 6-1, Reference Terrestrial Network Connectivity. 6.5.1.15. (F/R) The DCN shall be upgraded to provide the following 1. A robust independent path so that management control of any element does not depend on the correct function of that element. Page 55 of 245 ICO Proprietary and Confidential 783 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 2. Scalability 3. Increased capacity as required to meet SRMC data and other traffic needs. 4. Management and visibility of DCN performance 5. Increased security to protect data end-to-end 6. Interfaces to allow use of externally provided network resources. 6.5.2. VOICE SERVICE NETWORK(F/R) 6.5.2.1. The IGF shall provide facilities for a voice service network enabling operational staff at each SAN and at the NMC and Backup NMC to communicate. Page 56 of 245 ICO Proprietary and Confidential 784 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 [LINE GRAPH] FIGURE 6-1 REFERENCE TERRESTRIAL NETWORK CONNECTIVITY Page 57 of 245 ICO Proprietary and Confidential 785 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.6. REGISTRATION AND IMSI ATTACH/DETACH 6.6.1. BASIC CAPABILITIES FOR REGISTRATION 6.6.1.1. The MSSC shall provide capability for a UT to be registered with the network for the purpose of subsequently being able to have access to ICO communications services. 6.6.1.2. The MSSC shall provide capability for a registered UT to be: 1. IMSI attached, as defined by TS GSM 03.12 and TS GSM 03.22. 2. IMSI detached as defined by TS GSM 03.12 and TS GSM 03.22. 6.6.1.3. The MSSC shall provide capability to determine whether a UT is allowed to become registered based on: 1. subscriber identity and authentication information 2. service profile information received from the home network 3. UT location, i.e. Service Area 6.6.1.4. The IGF shall provide capability to store UT specific information for registered UT's including: 1. service profile information and 2. other information needed by the network to communicate with the UT. 6.6.1.5. The IGF shall provide capability to respond 1. to requests from an unregistered UT for registration. 2. to requests from a registered UT for re-registration (location update). 6.6.1.6. The IGF shall provide capability to respond to requests from a registered UT for 1. IMSI detach 2. IMSI attach. 6.6.1.7. The MSSC shall provide autonomous detach and de-registration actions shall be taken based on separate configurable timeout periods, starting from the UT's last bi-directional communication with the IGF. 6.6.1.8. In communicating with the UT for the purposes of registration or re-registration, the IGF shall communicate to/from the UT using the Air Interface Procedures. 6.6.2. REGISTRATION PROCEDURES 6.6.2.1. If a registration or re-registration request is received from a UT, the IGF shall evaluate the request according to planned criteria and if criteria for granting registration are satisfied the IGF shall: 1. register the UT with the network 2. acknowledge such registration 3. providing the UT with parameters needed for it to operate in any and/or all modes of operations required of an ICO UT. 4. store the estimated UT location including accuracy estimates (stored last registered position - SLRP) 5. store the IMSI attach/detach status 6. store UT service profile information. Page 58 of 245 ICO Proprietary and Confidential 786 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.6.2.2. If a request for IMSI attach or IMSI detach is received from the UT, the IGF shall update the IMSI attach/detach status and shall maintain and/or update the data stored in the network at registration. 6.6.2.3. The IGF shall de-register a UT if the UT becomes registered with another network and the other network informs the IGF. 6.6.2.4. The IGF shall ensure that no UT will be registered in more than one SAN at a time. 6.6.3. REGISTRATION CASES 6.6.3.1. If the IMSI is used, the TNM shall route registrations or location update requests from a SBS to an MSSC on the basis of a routing table. The table shall map IMSIs or IMSI ranges (up to 64,000 entries per table) to one of the following configurable routing options: 1. route to MSSC as indicated by the UT. 2. route based on the service area of the UT. This will require the consultation of a secondary table mapping service area to MSSC Ids (containing up to 64,000 elements) 3. route to a particular MSSC. 4. route to the MSSC of the SAN which provides the control channels for the satellite beam chosen by the UT. 6.6.3.2. If a TMSI is used, the TNM shall route registrations or location update requests from a SBS to the MSSC according to one of the following configurable routing options: 1. route to MSSC as indicated by the UT. If the ID of the MSSC where the UT was last registered is not provided, then the TNM shall route the request to the MSSC that belongs to the same SAN as the SBS Channel Manager that communicates with the UT. 2. route based on the service area of the UT. This will require the consultation of the same table mapping service area to MSSC Ids as defined in 6.6.3.1. 6.6.3.3. The configurable routing options shall be controlled by the NMC via the TNM OAM. 6.6.3.4. The SRMC shall provide capability to preplan which SANs should be candidates for registration in each beam and their priority so that the BCCH data can be transmitted. 6.6.3.5. The IGF shall provide capability to instruct UT's on the maximum rate at which the UT is allowed to attempt to re-register with the network. 6.6.4. DENIAL OF REGISTRATION 6.6.4.1. The IGF shall provide capability to complete a UT's registration request procedure by a rejection for the following reasons: 1. because the UT's service profile does not allow it to roam into the ICO network; 2. because the UT's service profile does not allow it to register with the ICO network in the service area in which it is currently located; 3. because the UT is not allowed to access the SAN at which the registration attempt was made; (F/R) 4. because the UT's current position does not allow it to register with that particular SAN; (F/R) 5. because the SAN is overloaded or is refusing new registration attempts for other operational reasons. 6.6.4.2. The IGF shall provide the capability to instruct a UT which is denied registration against registration again until there is a high probability that a registration attempt will be successful. This shall involve, as a minimum: Page 59 or 245 ICO Proprietary and Confidential 787 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. Instructing the UT against making a registration attempt for a period of time, the value of this to be operationally controlled 2. Instructing the UT against attempting registration until it has selected a different SAN with which to register. (F/R) 6.7. CALL ROUTING 6.7.1. MSSC CALL ROUTING 6.7.1.1. The IGF shall be capable of routing on both fixed directory numbers (ITU-T E.164) and mobile station roaming numbers (MSRNs). 6.7.1.2. The IGF shall be capable of routing to fixed directory numbers located in the ICO network e.g. to PABXs directly attached to a MSSC. 6.7.1.3. In addition to the dialled number, the IGF shall also be capable of routing on the basis of one or more of the following: 1. the location (service area) of the subscriber 2. the identity of the subscriber (IMSI/IMSI range) 3. the calling line identity (MSISDN) 4. day/date and time 6.7.1.4. The IGF shall be capable of supporting multiple routes to the same destination. As a minimum this shall include primary, secondary and tertiary routes. 6.7.2. TNM ROUTING 6.7.2.1. The TNM shall route a mobile originating service request from a SBS to the MSSC where the UT was last registered, advised by the UT. 6.7.2.2. The TNM shall provide an audit trail (log) of all TNM call routing operations. 6.7.2.3. The TNMs at the various SAN sites shall establish and clear 64 kbps connections via the intermediate MSSCs so as to ensure that traffic is routed to it's destination by an efficient route. 6.8. MP PAGING 6.8.1. The IGF shall be able to page UTs. 6.8.2. The IGF shall support paging groups for Medium Penetration (MP) paging. 6.8.3. The IGF shall be capable of transmitting paging indications on PCHs. 6.8.4. The IGF shall implement the PCH as defined in ICO 05.xx and ICO 04.08 series. 6.8.5. The IGF shall be capable of supporting one or more PCH carriers on every spot beam on every satellite. 6.8.6. The IGF shall support the capability to transmit PCH bursts simultaneously on multiple spot beams of multiple satellites. 6.8.7. The IGF shall be capable of paging a UT on all spot beams of all satellites covering a UT's position including position error value. 6.8.8. SBS shall use the SLRP, position error and the currently broadcast beam co-ordinates to determine which beams controlled by the SBS will be used for paging, and will page the UT only in the beams which contain the SLRP, considering the position error. 6.8.9. The TNM shall request one or more SBS to page a UT according to the SLRP. 6.8.10. The SBS will page a UT in beams in which it transmits AGCH. Page 60 of 245 ICO Proprietary and Confidential 788 ICO ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 6.8.11. The TNM shall support the escalation of paging to UTs should no response to initial page be received. For escalation the TNM shall be capable of requesting additional SBSs. For both the initial and escalated page, the TNM shall be capable of changing the position error value provided to the SBS. 6.8.12. The MSSC shall support a configurable paging timeout function to cause MP paging escalation to occur. 6.8.13. The IGF shall support operational control of: 1. number of pages allowed for each paged SBS, for initial and escalated paging separately. 2. mapping from SLRP to SBS, for initial and escalated paging separately. 3. change of position error value for escalated paging. 6.8.14. The resolution of mapping in TNM of SLRP to SBS shall be no greater than 80km. 6.8.15. In each TNM the change of position error factor for both cases of paging shall be configurable for each paged SBS. 6.9 SECTION NOT USED 6.10 SECTION NOT USED 6.11 DIVERSITY SATELLITE PATH ALLOCATIONS AND USAGE 6.11.1 DIVERSITY CAPACITY 6.11.1.1. Each SBS shall provide diversity allocation capacity of 40% of specified SAN capacity. This 40% is in addition to the specified capacity. 6.11.1.2. Any channel resource within the total 140% capacity shall be able to be allocated for single path usage or diversity usage. 6.11.1.3. When the traffic offered to an SBS is at or below 50% of the specified capacity, the SBS shall be capable of providing diversity on every call to diversity eligible UTs. 6.11.1.4. If the system load exceeds a [configurable] percentage of the total capacity the SBS shall offer diversity based on azimuth and elevation of satellites seen by the UT. 6.11.2 DIVERSITY PATH ALLOCATION AND DE-ALLOCATION 6.11.2.1. The IGF shall have the capability to allocate and add diversity satellite path during a call. This diversity path terminates within the same Channel Manager. 6.11.2.2. The IGF shall select the ChM to allow for the best probability of diversity path addition at the time of initial channel allocation. 6.11.2.3. The IGF shall make diversity satellite path allocations with the following nominal satellite transmit path allocation burst time offsets between diversity paths priority order, subject to satellite spectrum availability as follows: 1. 3 timeslots offset (diversity windows case) 2. 0, 1, 2 timeslots offset 3. 4, 5 timeslots offset 6.11.2.4. The IGF shall command the UT to provide measurement reports for all satellites covering the UT. 6.11.2.5. The IGF shall have the capability to remove and de-allocate one of the two paths used by UT during a call without affecting the other path. Page 61 of 245 ICO Proprietary and Confidential 789 ICO ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 6.11.2.6. The IGF shall perform addition of diversity path based on measurement reports received from a UT azimuth/elevation angles service requirements and UT capabilities. These reporting mechanisms and report content details shall be as described in ICO Air Interface documents. 6.11.2.7. The SBS shall provide diversity during a call to UTs which indicate in their measurement reports that they can receive signals from two or more satellites in coverage of the SBS. 6.11.2.8. The SBS shall add diversity if a UT becomes able to receive signals from two or more satellites during a call. 6.11.2.9. The SBS shall remove diversity if a UT has been unable for 10 seconds or more to receive signals from two or more satellites and diversity is needed for other UTs. 6.11.3. TRANSMISSION AND RECEPTION OVER DIVERSITY PATH 6.11.3.1. When not in power saving mode the IGF shall transmit TCH/SACCH on both paths of the diversity when voice is active. 6.11.3.2. When in power saving mode and voice is active, the IGF shall transmit TCH/SACCH on the path on which the SAN is receiving with higher quality and SACCH only on the other. 6.11.3.3. When voice is inactive, the IGF shall transmit SACCH burst on both paths. 6.11.3.4. Power control mechanism for both legs of diversity paths shall be controlled together according to the best path with a margin. 6.11.3.5. The IGF shall receive TCH/SACCH in both diversity paths simultaneously. 6.11.3.6. The IGF shall implement optimum burst by burst selection of the paths to which it is listening. 6.12. HANDOVERS 6.12.1. The IGF shall perform handover to maintain call continuity and to maintain diversity via any pair of satellites in the coverage of any SAN subject to spectrum availability and equipment capacity limits. 6.12.2. Handovers shall be performed with minimal or no interruptions to the call. 6.12.3. The methods of implementing handover for single calls in priority order shall be: 1. path addition and deletion, by two path redefinition procedures; 2. channel reassignment. 6.12.4. The methods of implementing handover for diversity path calls, in priority order, shall be 1. path redefinition of each path separately, with continuity of the first path redefinition confirmed before the second path redefinition is commenced; 2. channel reassignment of both paths simultaneously. 6.12.5. If a single path is in use for a call a handover using channel reassignment may be used to change from the single path to a new pair of diversity paths. This is a non-preferred alternative to providing diversity by path addition. 6.12.6. The IGF shall support the following handovers: 1. intra-beam handovers (within same or different delay classes) 2. inter-beam handovers (within one or two satellites) 3. intra-SAN handovers (within one or two Channel Managers) 4. inter-SAN handovers (but not inter-MSSC handover) Page 62 of 245 ICO Proprietary and Confidential 790 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 ICO 10 November 1997 6.12.7. For handovers by path redefinition, the IGF shall continue to support the original path until signals on the new path are received and demodulated correctly. 6.12.8. For handovers by channel reassignment the IGF shall continue to support the original path so that the UT can re-establish the connection on the old path if connectivity on the new path is not achieved. 6.12.9. For all handovers, if connectivity on the new path is not achieved, the IGF shall implement a recovery strategy to maximise the probability of continuing the call. This shall include attempts to overcome equipment malfunctions and attempts to communicate via an alternative path allocation on different frequencies subject to availability of satellite and spectrum resources. 6.13. SUBSCRIBER IDENTITY AUTHENTICATION 6.13.1. The IGF shall support the subscriber identity authentication procedure as defined in TS GSM 02.09 and TS GSM 03.20. 6.13.2. The IGF shall permit each of the authentication triggers defined in TS GSM 02.09 to be set/reset via the setting of exchange data, exchange parameter and/or network management command. 6.13.3. The IGF shall support the use of multiple authentication algorithms, the key lengths shall be compatible to those defined in the relative GSM specifications. 6.14. ENCRYPTION 6.14.1. The IGF shall support the encryption on the Air Interface to support the user data confidentiality and signaling information element confidentiality feature as defined in TS GSM 02.09 and TS GSM 03.20 with the exception of ICO-specific algorithms. 6.14.2. The IGF shall support user data confidentiality for connection-oriented services. 6.14.3. The IGF shall support the use of one encryption algorithm. The algorithm shall be similar to GSM A5-2 and shall be signalled to the MSSC as GSM A5-2. 6.14.4. The IGF shall maintain compatibility with the GSM Phase II multi-cipher signalling. 6.14.5. The IGF shall maintain such Air Interface confidentiality for the entire duration of the transaction subject to: 1. configurable operator preferences and criteria in the MSSC, 2. equipment characteristics of the UT. 6.14.6. The IGF shall support encryption on: 1. Diverse paths, 2. Handovers and channel changes, and 3. Channel mode changes. 6.14.7. The IGF shall be able to enable and disable encryption at any time during an active transaction for however many times are required.(F/R) 6.14.8. The IGF shall follow the Air Interface specifications for: 1. Control of encryption, and 2. Enabling and disabling of encryption. 6.14.9. The SBS shall apply encryption, or not, according to the service area of the UT in accordance with a table defined in 6.19.4.4, which indicates for each service area whether to apply encryption or not. 6.14.10. The IGF shall support the encryption of HPN messages transmitted over the radio interface on the NCH/HP. Page 63 of 245 ICO Proprietary and Confidential 791 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 ICO 10 November 1997 6.15. IMEI CHECKING 6.15.1. The IGF shall employ the IMEI checking procedure as defined in TS GSM 02.16 and TS GSM 09.02. 6.15.2. The IGF shall be capable of performing an IMEI check as a result of the following operations: 1. mobile originated/mobile terminated call attempt 2. mobile originated/mobile terminated SMS attempt 3. location update 4. non-call related supplementary service event. 6.16. CAUSES, TONES AND ANNOUNCEMENTS 6.16.1. The IGF shall support the presentation of call progress indications to the user in accordance with TS GSM 02.40. 6.16.2. It shall be possible for the operator to select the set of tones to be employed within the ICO network. 6.16.3. The IGF shall support the use of recorded voice announcements. 6.16.4. It shall be possible for the operator to select and record the announcements to be employed within the ICO network. 6.16.5. The IGF shall support the playback of an announcement to the user during call set-up, or during the release phase. 6.16.6. For prompts delivered to the user, the IGF shall support the simultaneous playback of announcements and reception of DTMF digits from the user. 6.17. ECHO CANCELLATION 6.17.1. The MSSC shall provide echo cancelling functionality to suppress the echo created from connection to the fixed network 6.17.2. The echo canceller devices shall be provided on a common pool basis, i.e. not dedicated to individual trunk circuits. 6.17.3. The echo cancellation functionality shall provide the system with: 1. Tone disabler selection as defined in CCITT G.164 and CCITT G.165 2. Non-Linear Processor (NLP) selection in order to: a) suppress signals having a level below a certain threshold b) allow signals having a level detected above a certain threshold, although the signal may be distorted. 3. double talk level 4. end path delay 5. A-law/(micron)-law 6.17.4. The echo canceller functionality will be compliant to CCITT Rec. G.165. 6.17.5. The MSSC shall signal the presence/absence of echo cancellers to subsequent nodes in the call setup path, provided that the signalling employed between the nodes supports this. 6.18. TERRESTRIAL MODEM POOLS 6.18.1. The MSSC shall include pools of multi-functional modems for interworking with the PSTN and with the ISDN 3.1 kHz audio bearer service in accordance with TS GSM 09.07. Page 64 of 245 ICO Proprietary and Confidential 792 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.18.2. As a minimum, the MSSC modem pools shall support V.21, V.22, V.22bis, V.23, V.32 and V.34 modem standards. 6.18.3. The MSSC modems shall support autobauding. Autobauding is not supported for transparent services or for non-transparent services with no flow control. 6.18.4. The MSSC modems shall support both V.42 and MNP4 outband flow control and error correction procedures. 6.18.5. The MSSC modems shall support V.42bis data compression. 6.19. UT POSITION INFORMATION 6.19.1. POSITION INFORMATION DETERMINATION 6.19.1.1. The UT position information shall be determined in terms of a location and location accuracy. 6.19.1.2. The content of the UT position information shall be 1. latitude and longitude 2. location accuracy: a confidence region in the shape of either a circle or a rectangle 6.19.1.3. The location shall be stored with resolution of 1km or less. 6.19.1.4. The accuracy estimate shall be stored with resolution of 1 km to [20] km depending on the magnitude of location error. 6.19.1.5. The UT position determination shall utilise the time at which the RACH is received as specified in Section 6.25.1.2.3. 6.19.1.6. The UT position information shall utilise the frequency offset at which the RACH is received as specified in Section 6.25.2.3.5.1. 6.19.1.7. The UT position information shall utilise the time at which the DCCH bursts of the Initial Message are received as specified in Section 6.25.1.2.5. 6.19.1.8. The UT position information shall utilise the frequency offset at which the DCCH bursts of the Initial Message are received as specified in Section 6.25.2.3.5.3. 6.19.1.9. Individual timing and frequency estimates from the RACH and DCCH bursts shall be processed to provide composite timing and frequency estimates. 6.19.1.10. The UT position determination shall make use of a BCCH time offset parameter supplied by the UT as part of the data sent immediately after the dedicated channel is established, if the measurement of the parameter is made no earlier than 45 minutes before the call setup time, and if the UT transmits the parameter. Included with the measured parameter are a) a time stamp of the time the measurement was made, b) the IDs of the satellites between which the measurement was obtained, and c) an estimate of the measurement accuracy. The parameter will allow the SBS to calculate a second line of position relative to a second satellite, to be combined with that from the satellite through which the SBS is communicating with the UT. 6.19.1.11. The UT position determination shall make use of a BCCH time offset parameter and a BCCH frequency offset parameter supplied by the UT as part of the data sent immediately after the dedicated channel is established, if the measurement of the parameters is made within [200 ms] of the time that the RACH burst is transmitted, if one of the satellites in the measurement is the satellite over which the RACH is transmitted, and if the UT transmits the parameters. Included with the measured parameters are a) the ID of the other satellite from which the measurement was obtained, and b) an estimation accuracy index that identifies the expected time offset and frequency measurement accuracy as defined in the Air Interface. These parameters shall be used by the SBS in determining the UT position. Page 65 of 245 ICO Proprietary and Confidential 793 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.19.2. CONVERSION OF FREQUENCY AND TIME MEASUREMENT TO POSITION 6.19.2.1. The SBS shall process the measured time and frequency and any parameters provided by the UT according to the following subparagraphs. 6.19.2.1.1. If the time offset parameter is not provided, the SBS shall convert the measured time and frequency to a geographic position (latitude and longitude) taking into account the position of the satellite and the beam of the RACH. 6.19.2.1.2. If the time offset parameter (but not the frequency offset parameter) is provided, the SBS shall derive the geographic position (latitude and longitude) from two of the available three values taking into account the position of the satellite and the beam of the RACH and the position of the additional satellite used to obtain the time offset parameter. 6.19.2.1.3. If the time offset parameter and the frequency offset parameter are provided, the SBS shall derive the geographic position (latitude and longitude) from two of the available four values taking into account the position of the satellite and the beam of the RACH and the position of the additional satellite used to obtain the time offset and frequency offset parameters. 6.19.2.1.4. If the time offset parameter only or both the time and frequency offset parameters are provided, the pair of measurements to be used by the SBS to derive the geographic position shall be selected by a method which performs at least as well as the following: the selection shall be performed according to a decision process in which one pair of values is chosen at a time in some order until a configurable accuracy is achieved or all pairs are exhausted. For testing purposes, the configurable accuracy shall be set to the equivalent of 25 km. The configurable accuracy shall be managed by SBS OAM. 6.19.2.2. The error introduced by the SBS algorithm for conversion to geographic position shall be no greater than that corresponding to [0.5 micron sec and 0.5 Hz]. 6.19.2.3. If the time offset parameter is not provided, the SBS shall generate an estimate of the error in the geographic position based on: 1. estimated errors in frequency and time measurements in the SBS demodulator, dependent on received signal strength; 2. two configurable parameters representing cumulative frequency and time errors of the end to end path for the RACH and SDCCH signals; 3. the relationship between error and position within the field of view of the serving satellite; 4. a configurable parameter representing the possible ground speed of the UT: 5. the effect of UT motion on the measured frequency. 6. The configurable parameters shall be managed by SBS OAM. 6.19.2.4. If the time offset parameter is provided with a period of more than [200 ms] (and less than 45 minutes) since the measurement, the SBS shall generate an estimate of the error in the geographic position based on the following: 1. if the RACH and DCCH/TCH time measurement is used, the total estimated error in the composite timing obtained as the sum of the estimated error in time measurement in the SBS demodulator, dependent on received signal strength, plus a configurable parameter representing the cumulative time error of the end to end path for the RACH and SDCCH signals; Page 66 of 245 ICO Proprietary and Confidential 794 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. if the RACH and DCCH/TCH frequency measurement is used, the total estimated error in RACH frequency obtained as the sum of the estimated error in frequency measurement in the SBS demodulator, dependent on received signal strength, plus a configurable parameter representing the cumulative frequency error of the end to end path for the RACH signal, plus the error in frequency attributable to the possible ground speed of the UT as defined by a configurable parameter representing the possible ground speed of the UT modified by the elevation angle to the satellite. 3. if the time offset parameter supplied by the UT is used, the total estimated error in the time offset parameter obtained as the sum of the estimated error in the parameter supplied by the UT, plus a configurable parameter representing the differential timing error in the transmitted BCCH signals used in the reported time offset parameter. 4. the chosen two of the three above values shall be translated to geographic position error according to the total estimated errors and the relationship to position within the field of view of the serving satellite and where applicable the satellites of the time offset parameter; 5. if the time offset parameter supplied by the UT is used, the distance the UT may have travelled since the reported time offset parameter measurement was taken shall be added to the error from this parameter, as defined by the configurable parameter representing the possible ground speed of the UT multiplied by the time since the parameter measurement was taken. 6.19.2.5. If the time offset and frequency offset parameters are provided with a period of no more than [200 ms] since the measurement, the SBS shall generate an estimate of the error in the geographic position based on the following: 1. if the RACH and DCCH/TCH time measurement is used, the total estimated error in the composite timing obtained as the sum of the estimated error in time measurement in the SBS demodulator, dependent on received signal strength, plus a configurable parameter representing the cumulative time error of the end to end path for the RACH and SDCCH signals; 2. if the RACH and DCCH/TCH frequency measurement is used, the total estimated error in composite frequency obtained as the sum of the estimated error in frequency measurement in the SBS demodulator, dependent on received signal strength, plus a configurable parameter representing the cumulative frequency error of the end to end path for the RACH and SDCCH signals, plus the error in frequency attributable to the possible ground speed of the UT as defined by a configurable parameter representing the possible ground speed of the UT modified by the elevation angle to the satellite; 3. if the time offset parameter supplied by the UT is used, the total estimated error in the time offset parameter obtained as the sum of the estimated error in the parameter supplied by the UT, plus a configurable parameter representing the differential timing error in the transmitted BCCH signals used in the reported time offset parameter; 4. if the frequency offset parameter supplied by the UT is used, the total estimated error in the frequency offset parameter obtained as the sum of the estimated error in the parameter supplied by the UT, plus a configurable parameter representing the differential frequency error in the transmitted BCCH signals used in the reported frequency offset parameter, plus the error in frequency attributable to the possible ground speed of the UT as defined by a configurable parameter representing the possible ground speed of the UT modified by the geometry relative to the two satellites; 5. the chosen two of the four above values shall be translated to geographic position error according to the relationship between error and position within the field of view of the serving satellite and where applicable the satellites of the time and frequency offset parameters. 6. The configurable parameters shall be managed by SBS OAM. Page 67 of 245 ICO Proprietary and Confidential 795 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.19.3. USAGE OF UT POSITION INFORMATION 6.19.3.1. The IGF shall determine UT position at the start of every radio communications session including calls and registration. 6.19.3.2. The MSSC shall support the use of service area information for call routing. 6.19.3.3. The MSSC shall store the UT position information for use by SBS and TNM paging purposes. 6.19.3.4. The MSSC shall support the use of service area information for emergency calls. 6.19.3.5. Deleted. 6.19.3.6. The MSSC shall support the use of service area information for the purpose of billing. 6.19.3.7. The MSSC shall support the use of service area information to permit or deny registration. 6.19.3.8. The MSSC shall support the use of service area information for call barring. 6.19.4. MAPPING OF UT POSITION TO SERVICE AREA 6.19.4.1. The IGF shall support up to 65,000 service areas comprising defined areas and virtual service areas. Each defined service area shall be a geographical area on the surface of the earth. Defined service areas need not be of the same size. Each virtual service area represents a buffer zone at the boundary of two or more defined service areas dependent on the UT position error. A UT shall be in a virtual service area for a particular combination of defined service areas if the UT position is in one defined service area, while its geographic position error overlaps one or more other defined service areas. 6.19.4.2. The SBS shall support up to 65,000 tiles of varying sizes which cover the earth. Each pole shall be covered by a circular tile whose boundary follows a line of constant latitude. The remaining tiles shall be quadrilaterals of varying size. The SBS shall determine the tile which contains the UT position. 6.19.4.3. The SBS shall map from the tile to service area code using pre-defined mapping tables and taking the UT position and position error into account. The data describing a virtual service area shall allow for the position error overlapping from one to three defined service areas different from the defined service area of the UT position. The service area containing the UT position shall be used when no virtual service areas are defined. 6.19.4.3.1 The SBS shall map from the service area to service region code using pre-defined mapping tables. 6.19.4.4. The SRMC/NMS shall provide the following support for the ICO provided mapping tables needed for the definition and determination of tiles, service areas, service regions and service area characteristics; 1. reception of the tables in the form of files under operator control; 2. storage and archiving of the files; 3. distribution of the files to the SBSs under operator control. 6.19.4.5. SBS shall pass the service area and service region IDs to the MSSC during registration and call set-up. Page 68 of 245 ICO Proprietary and Confidential 796 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.19.5. HANDLING OF UT-SUPPLIED POSITION INFORMATION 6.19.5.1. If UT position information is provided by the UT itself then the SBS shall validate this information by comparing with the position determined in accordance with section 6.19.2.1.1 and the error estimated in accordance with section 6.19.2.3. The SBS shall assume the given UT position information is valid if the confidence region provided by the UT partially or completely overlaps with the determined position including its estimated error zone. The UT confidence region associated with the UT provided position shall be either derived in accordance with the Air Interface, or supplied by the UT. 6.19.5.2. If the given UT position information is valid, the SBS shall use this UT position information. 6.19.5.3. If the UT position information is not valid, the SBS shall use the position determined in accordance with sections 6.19.2.1 and 6.19.2.3 in all subsequent steps. 6.20. LEGAL INTERCEPTION 6.20.1. The IGF Legal Interception Subsystem (LIS) shall provide the functionality required for the interception of user communications by authorised agencies for monitoring purposes. 6.20.2. Intercepted user communications (known as intercept products) shall include all the IGF teleservices and bearer services as defined in the section 4 of this requirements specification. 6.20.3. Apart from the interception of user communications, the LIS shall be able to collect data of a monitored call (known as intercept related data such as date, time, target identifier etc.) when a call attempt is made to/from a target subscriber and at the completion of the call. 6.20.4. The intercept related data shall include, when available, the UT position in the form of latitude/longitude and accuracy indicator. 6.20.5. The LIS shall support reporting of supplementary services activities in accordance with GSM TS 02.33 clause 4.2.2 and its sub-clauses, subject to the compliances to these requirements as stated in the ICONET Ground Facilities High Level System Description (HLSD). 6.20.6. The LIS shall support the correlation of the intercept product and the intercept related data of a monitored call by the use of a call reference identifier. 6.20.7. The LIS shall support target subscribers' identification by both MSISDN and IMEI. 6.20.8. The LIS shall support both location independent (SANLOC) and location dependent interception (SUBLOC). 6.20.9. SANLOC interception shall be triggered when a target subscriber is registered at a SAN and the SAN is covered by the interception warrant. 6.20.10. SUBLOC interception shall be triggered when a target subscriber is determined to be located within the national jurisdiction of the requesting Law Enforcement Agency (LEA) at call setup time. 6.20.11. The location of a target shall be defined by ICO service area (SA) for the purpose of determining SUBLOC triggering. 6.20.12. The LIS shall be able to support ten simultaneous interceptions per SAN. 6.20.13. The LIS shall be able to deliver the intercept product and the intercept related data, without any truncation and in parallel to up to four nominated monitoring centres identified by either national or international addresses. 6.20.14. The LIS shall be capable of delivering the intercept product and the intercept related data to the destined monitoring centres in as near real time as possible. 6.20.15. The LIS shall be able to deliver the intercept product in a separate stream to each of the nominated monitoring centres which are actively engaged in the monitoring activity. Page 69 of 245 ICO Proprietary and Confidential 797 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.20.16. The LIS shall support both fixed and switched connections to the monitoring centres. The number of fixed and switched connections to be provisioned shall be in accordance with their respective initial values as stated in Table 9-1 'Primary Capacity Drivers for the IGF' of this requirements specification. 6.20.17. The LIS shall be able to support multiple legal warrants, and therefore multiple intercepts, in force against a single subscriber at any given time. 6.20.18. The LIS shall comprise of three functional elements: 1. the MSSC/VLR which provides the actual interception of target calls 2. the Legal Interception Activation System (LIAS); one at each SAN 3. the Legal Interception Management System (LIMS) The functional requirements of these 3 elements are stated in the following paragraphs. 6.20.19. MSSC requirements 6.20.19.1. The MSSC shall be capable of intercepting all calls from/to a particular subscriber including, but not limited to, forwarded calls and incoming calls to roaming subscribers. 6.20.19.2. The interception by the MSSC of user communications shall be imperceptible to the end user i.e. the MSSC shall support covert monitoring. 6.20.19.3. The services and features on offer to the end user by the MSSC shall not be limited by or otherwise affected by the application of interception. 6.20.19.4. The MSSC shall generate CDRs to support the billing of the monitoring agencies for the resources used as a result of the interception. For the type of CDRs to be generated, see clause 5.1.1.1.1.3. of the IGF requirements (i.e. Schedule 13 of the Supply Agreement). 6.20.20. LIAS requirements 6.20.20.1. The LIAS shall support the mediation of intercept requests received from the LIMS to the MSSC/VLR. 6.20.20.2. The LIAS shall support authentication of interception requests received from the LIMS to ensure that no unauthorised interception requests are accepted at the SAN. 6.20.20.3. The LIAS shall provide buffering of intercept product and intercept related data delivered by the co-located MSSC at a SAN, whilst setting up connections to the specified monitoring centres, before routing the same to the destination addresses. 6.29.20.4. The LIAS shall provide appropriate handling of SANLOC and SUBLOC interceptions according to the position information of the targets received from the MSSC for the monitored calls. 6.20.20.5. The LIAS shall generate CDRs to support the billing of the monitoring agencies for the resources used as a result of the interception. 6.20.21. LIMS requirements 6.20.21.1. The LIMS shall support centralised management of legal interception capability. 6.20.21.2. The LIMS shall provide secure management of legal interception warrants for intercepts. There shall be strict isolation between interception requests submitted by different agencies - even if agencies operate within the same national jurisdiction or have submitted warrants against the same target subscriber. 6.20.21.3. The LIMS shall be able to configure an authorised intercept as SANLOC or SUBLOC with appropriate execution of the interception at the SANs. 6.20.21.4. The LIMS shall support both manual and scheduled application/removal of interception of targets in the ICONET in a secure manner and without visibility to the local SAN operational staff. 6.20.21.5. The LIMS shall only apply interceptions to those SANs which provide coverage in the jurisdiction of the interception authority presenting the warrant. Page 70 of 245 ICO Proprietary and Confidential 798 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.20.21.6. The LIMS shall maintain an audit trail of all actions performed by the operator(s) of the LIS. 6.20.21.7. The LIMS shall be capable of auditing the interceptions set up at each SAN to determine if unauthorised interceptions have been set up at a SAN. 6.20.21.8. The LIMS shall provide centralised Operation, Administration and Maintenance (OAM) facilities of the LIS. 6.20.22. In addition to the technical requirements stated in section 6.20. of this IGF requirements specification, the LIS shall comply with the technical proposals as detailed in the ICO-Ericsson Control Document number 360497 Chapter 6. 6.21. FORCED CALL ROUTING (F/R) 6.21.1. It shall be possible to force route a call from within the ICONET (under the control of the ADC/SMAS) to a switch (end-system) of the requesting agent on the basis of: 1. the service area of the subscriber 2. home network/service provider of the subscriber (e.g. IMSI range) 3. individual subscriber identity (e.g. IMSI/MSISDN). 6.21.2. It shall be possible for the NMC to request Forced Call Routing via notification to the ADC/SMAS (e.g. for test purposes). 6.21.3. The solution implemented by the MSSC shall require minimal support from the end-system of the requesting agency. 6.21.4. Any impact on the quality of service delivered to the end user as a result of the application of forced call routing by the MSSC shall be kept to a minimum. 6.21.5. The MSSC shall ensure that the re-routing of a call is not visible to the end users. 6.21.6. The MSSC shall provide an administrative interface for the activation/deactivation of forced call routing. 6.21.7. The IGF (namely the ADC/SMAS) shall provide an audit trail (log) of all forced call routing operations. This audit trail (log) shall be available to the NMC. 6.21.8. The MSSC shall provide call detail records and measurement counters for each forced call routing attempt. The application of forced call routing shall not interfere in any way with the billing of the original call. 6.22. PURGING OF LOCATION REGISTERS 6.22.1. The IGF shall support the purging of subscribers from the VLR as defined in TS GSM 09.02. 6.22.2. The IGF shall support both implicit purging as a result of an extended period of inactivity as well as explicit purging via OAM command. 6.22.3. The purging of a subscriber from the MSSC/VLR shall result in the deletion of all data for that subscriber in the MSSC/VLR. 6.22.4. The VLR shall be capable of informing the HLR that a subscriber has been purged. 6.22.5. On receipt of a purge notification from the VLR, the HLR shall consider the subscriber to be "not reachable" in order to avoid unnecessary signalling load. 6.23. ICO SPACE SEGMENT AND SANs 6.23.1 The IGF shall be designed to meet full performance requirements with the baseline constellation: 10 satellites, 5 satellite per plane, equally spaced in terms of phase (72 degrees), inclination angle of 45 degrees. Page 71 of 245 ICO Proprietary and Confidential 799 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.23.2. The IGF shall be designed to allow operation with a satellite constellation consisting of from 1 to 12 satellites in 1 or 2 planes with 1 to 6 satellites per plane. 6.23.3. The IGF shall be able to support expansion up to 24 satellites and 24 SANs as follows: 1. The interfaces between entities of the IGF (NMC, SRMC, SAN-OSS, SBS, RFT) etc. shall be designed to provide data formats (field sizes, etc.) which accommodate expansion; 2. Software in each entity shall be written in modules to facilitate expansion by replacement of modules and such that there are no avoidable limits on expansion in the internal interfaces between modules; 3. The IGF equipment (hardware and software) shall be designed and configured such that expansion can be accommodated with minimal or no disruption to service, except when the increase of the number of RFT antennas per SAN and/or the increase of the maximum total EIRP per antenna is required. 6.23.4. The IGF architecture shall be such that it may be expanded in increments and that minimum disruption occurs to the ICO system upon expansion, except when the increase of the number of RFT antennas per SAN and/or the increase of the maximum total EIRP per antenna is required. 6.23.5. The SRMC shall be designed to accommodate ICO satellites which have a total of 163 spot beams on a regular, triangular lattice. It can be assumed that the payload rotational movement with respect to the Yaw axis is electrically and autonomously compensated by the payload so that the spot beam configuration is virtually fixed in the sense that the relative beam overlaps between the adjacent satellites are invariant. 6.23.6. The IGF shall be capable of evolution to compatibility with the following alternative constellations: 1. 6 to 18 satellites in 3 planes; 2. up to 24 satellites in 4 planes. 6.23.7. The IGF will be configured with 12 Satellite Access Nodes at the following locations: 6.23.8. TABLE 6-1 SAN LOCATIONS -----------------------
SAN Site location Latitude Longitude Altitude(m) - -------------------------------------------------------------------------------------- Australia, Ningi 27(degrees)03'35"S 153(degrees)03'30"E 2-16 Brazil, [Guaratiba] [22(degrees)59'55"S 43(degrees)36'23"W 0] Chile, Longvilo 33(degrees)57'11"S 71(degrees)23'49"W 166 China, Pudong 31(degrees)20'06"N 121(degrees)31'05"E 40 Germany, Usingen 50(degrees)19'52"N 08(degrees)28'25"E 386 India, Chattarpur 28(degrees)31'27"N 77(degrees)11'12"E 684 Indonesia, Banyu Urip 06(degrees)55'15"S 112(degrees)31'17"E 42 Mexico, Tulancingo 20(degrees)03'52"N 98(degrees)26'07"W 2250 South Africa, Hartebeesthoek 25(degrees)54'36"S 27(degrees)42'35"E 1520 South Korea, [Kumsan] [36(degrees)07'19"N 127(degrees)29'10"E 151] UAE, Margum 24(degrees)52'49"N 55(degrees)34'37"E 68 USA, Brewster 48(degrees)08'19"N 119(degrees)41'28"W 177
Page 72 of 245 ICO Proprietary and Confidential 800 EN-IG-ICO-RQ/000014 ICONET GROUND FACILITIES REQUIREMENTS Version: 26 [ICO LOGO] 10 November 1997 6.24. SECTION NOT USED 6.25. RADIO SYNCHRONISATION 6.25.1. TIME SYNCHRONISATION 6.25.1.1. INTER-SAN TIME SYNCHRONISATION 6.25.1.1.1. The requirements of the SBS pertaining to GPS time synchronisation are as follows. 1. GPS time is the time of the GPS system. 2. The SBS shall maintain synchronisation to GPS time. 3. The SBS shall meet time synchronisation requirements for GPS outages lasting up to 1 week in duration. 4. The SBS shall synchronise the ATN number as defined in the Air Interface (Section 4.4.1 of ICO 05.02). 5. The HPN frame number shall be synchronised to the overall multiframe/superframe structures as defined in the air interface specifications. 6. The ATN number sequence starts at [24:00:00 05 January 1980] GPS time. 7. The ATN sequence counting is based on the GPS time. 6.25.1.2. RADIO TIME SYNCHRONISATION 6.25.1.2.1. COMMON CHANNEL TIMING SYNCHRONISATION 6.25.1.2.1.1. The requirements related to SCH, BCCH, and PCH/AGCH timing are as follows: 1. The SBS shall control the transmission of its SCH and BCCH bursts such that the burst timing error arriving at the Satellite is synchronised to GPS time within (plus minus) 3.5 microseconds, excluding the timing error between the SAN and satellite derived from satellite ephemeris. 2. The SBS shall transmit SCH and BCCH bursts in each spot beam controlled by the SBS in order to distribute system time information to UTs. 3. The SBS shall be capable of staggering or interleaving the transmission of the low-duty-cycle BCCH bursts in the multiple spot beams it controls, so as to reduce the satellite peak power demand, as planned by the SRMC. 4. The SBS shall control the transmission timing of its PCH/AGCH burst such that the burst timing error arriving at the satellite is synchronised to GPS time within 3.5 microsecond excluding the timing error between the SAN and satellite derived from satellite ephemeris. 6.25.1.2.1.2. Requirements related to HPN forward/return channel timing synchronisation are as follows: 1. The HPN Transmit ChU shall control the transmission of the HPN forward channel burst such that the burst arrives at the satellite synchronised to the BCCH/MP with an absolute accuracy of 25 microseconds. 6.25.1.2.2. LINK (BI-DIRECTIONAL DEDICATED CHANNEL) TIMING SYNCHRONISATION 6.25.1.2.2.1. The NMC shall provide satellite C to S and S to C conversion delay and Z-arc delay to the SBSs. 6.25.1.2.2.2. The IGF may assume that the satellite C to S conversion delay variability will be less than 100 nsec. Page 73 of 245 ICO Proprietary and Confidential 801 EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 [ICO LOGO] 10 November 1997 6.25.1.2.2.3. The IGF shall assume that the UT shall be capable of advancing or delaying transmission as defined in the Air Interface. 6.25.1.2.2.4. The IGF shall assume that the UT shall use the rate-of-change information supplied by the SBS to adjust timing between updates. 6.25.1.2.2.5. The IGF shall assume that the UT shall cause a time jitter of no more than (plus minus)2 microsecond under all operational conditions. 6.25.1.2.3. RACH TIME MEASUREMENTS AND INITIAL ASSIGNMENT 6.25.1.2.3.1. The SAN shall set its receive timing reference to an accuracy of (plus minus) 3.5 microsecond from GPS time, excluding the timing error between SAN and satellite derived from the satellite ephemeris data. 6.25.1.2.3.2. The SBS shall measure the Time Delay of the RACH transmitted from a UT. 6.25.1.2.3.3. The accuracy of the time delay measurement in the demodulator relative to the signal at the demodulator input shall be better than (plus minus)7 microsecond 1sigma in an AWGN channel with a C/N=(minus)2.5 dB, and (plus minus)4 microsecond 1 sigma with C/N=+5.4dB. 6.25.1.2.3.4. The SBS shall calculate the z-arc and required timing offset and send it to the UT. 6.25.1.2.3.5. The timing offset shall be provided for position determination. 6.25.1.2.4. TCH/DCCH FORWARD LINK TIMING SYNCHRONISATION 6.25.1.2.4.1. The SBS shall control the transmission of its TCH/DCCH burst such that the burst timing error at the Z-arc is synchronised to GPS time within (plus minus)3.5 microseconds, excluding (a) the timing error between the SAN and satellite derived from satellite ephemeris and (b) the timing variation in satellite C-to-S conversion. 6.25.1.2.5. TCH/DCCH RETURN LINK TIMING SYNCHRONISATION 6.25.1.2.5.1. The SAN shall set its receiving timing reference to an accuracy of (plus minus)3.5 microseconds from GPS time with respect to the Z-arc, excluding (a) the timing error between the SAN and satellite derived from satellite ephemeris and (b) the timing variation in satellite S-to-C conversion. 6.25.1.2.5.2. The SBS shall measure the Time Delay of the TCH/DCCH transmitted from a UT. 6.25.1.2.5.3. The accuracy of the time delay measurement in the demodulator relative to the signal at the demodulator input shall be better than (plus minus) 14 microsecond 1sigma in an AWGN channel with a C/N=(minus)2.5 dB (DCCH/2 only), and (plus minus)6 microsecond 1 sigma with C/N = +5.4dB (all TCH and DCCH channels). 6.25.1.2.5.4. The SBS shall use the measured time offsets for each SDCCH/2 burst, along with time-stamp at point of measurement, and other data, in position determination. 6.25.1.2.5.5. The SBS shall monitor the timing offset of each UT burst on a dedicated bi-directional channel up to a maximum offset of (plus minus)56 microsecond 6.25.1.2.5.6. The SBS shall calculate and send the required timing adjustment and the rate of timing change to the UT when the UT timing error exceeds a configurable period (range 3 to 30 microsecond, nominal 10 microsecond). The format shall be as defined in the Air Interface. 6.25.1.2.5.7. The SBS shall be able to send these required timing adjustments and rate of timing changes to the UT at an average rate of once per 10 seconds (over all UTs), and at a maximum rate of once per 1 seconds (for any UT). Page 74 of 245 ICO Proprietary and Confidential 802 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.25.1.3. SAN TO SATELLITE DELAY ESTIMATION 6.25.1.3.1. The NMC shall provide for ephemeris data to be received from the SCC. 6.25.1.3.2. The NMC shall transfer the ephemeris data to the SAN SRMS as required. 6.25.1.3.3. The SAN SRMS shall transfer the ephemeris data to the SBS as required. 6.25.1.3.4. The SBS shall use the ephemeris data to calculate the SAN to satellite delay value to within [plus or minus 2.0] (micron) sec, 3 sigma error, at any given instant in time. 6.25.1.3.5. The IGF shall assume that the ephemeris data provided to the IGF is of sufficient quality to permit the calculation of the SAN to satellite delay value to the accuracy required. 6.25.2. FREQUENCY SYNCHRONISATION 6.25.2.1. FREQUENCY REFERENCES 6.25.2.1.1. SATELLITE PAYLOAD FREQUENCY REFERENCE 6.25.2.1.1.1. The IGF shall assume the SCC will provide the correction for satellite payload frequency reference error to the satellite. 6.25.2.1.1.2. The IGF shall assume the correction for satellite payload frequency reference error provided to the satellite shall be less than 5.0x10(negative tenth power) and that there is at least a 10 second delay between successive corrections. 6.25.2.1.2. LES FREQUENCY REFERENCE 6.25.2.1.2.1. The LES shall include frequency reference equipment that are used as the basis for frequency and timing measurements for the synchronisation of the RFT, SBS, PCS, HPN Subsystem and of the transmission links to the TNM. 6.25.2.1.2.2. The frequency stability shall be better than 1x10(negative tenth power) over 1 year. 6.25.2.1.2.3. The LES frequency reference equipment shall support the synchronisation of radio signals within the specified tolerances of GPS time. 6.25.2.1.2.4. The LES frequency reference equipment shall provide a secondary clock source for use in case of failure of the primary source, with accuracy and stability to enable operation of the LES for at least 1 week. 6.25.2.2. SECTION NOT USED 6.25.2.3. LINK DOPPLER COMPENSATION 6.25.2.3.1. GENERAL 6.25.2.3.1.1. The SBS and RFT shall transmit all forward direction channels in the spot beam, (including BCCH, SCH, PCH, AGCH, and those of TCH & DCCH channels), such that their frequencies are corrected in frequency at the frequency reference point of each particular spot beam relative to their nominal frequencies specified by SRMC to an accuracy as specified in Section 6.25.2.3.2. 6.25.2.3.1.2. The SBS and RFT shall enable the frequencies of all return direction channels, (including RACH and those of TCH and DCCH channels), received from a spot beam to be provided at the demodulator input, relative to their nominal frequencies at a spot beam frequency reference point of each spot beam, to an accuracy as specified in Section 6.25.2.3.2. 6.25.2.3.1.3. The Doppler compensation shall be done per satellite and per beam in order to obtain "zero" frequency reference for each beam at a point that represents the Doppler offset of that beam. Page 75 of 245 ICO Proprietary and Confidential 803 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.25.2.3.1.4. The overall formula performed by the SBS and RFT subsystem for frequency correction of its transmitted burst shall be: Ft=((Fs/(1+Dbn))+Fcs(1+M))/(1+Dc) Where: 1. Ft: Transmit frequency from the SAN 2. Fs: S-band frequency 3. Fcs: Translation frequency from C to S band 4. Dbn: Fractional Doppler shift of the service link at the zero Doppler offset reference point on the earth for each beam 5. Dc: Fractional Doppler of the Feeder Link 6. M: Fractional satellite payload frequency reference offset. 6.25.2.3.1.5. The SRMS shall estimate the Dbn value from the satellite ephemeris data provided by SCC, and assuming an oblate earth model, and supply them to the SBS and HPN subsystem. 6.25.2.3.1.6. The SRMS shall provide Dbn parameters within an accuracy of (plus or minus)[1]Hz excluding errors in the ephemeris data. 6.25.2.3.1.7. Each RFT shall compensate the forward transmit frequency for the C-band Doppler. 6.25.2.3.1.8. The RFT shall provide the following data at regular intervals of 1 second for each antenna which is tracking a satellite: 1. satellite payload frequency reference offset (M) 2. forward feeder link Doppler offset (Dc). 6.25.2.3.1.9. The RFT shall timestamp each measurement. 6.25.2.3.1.10. The RFT subsystem shall provide frequency reference offsets (M) and Doppler offsets (Dc) with a resolution of at least [1 Hz] and an accuracy of better than [(plus or minus)6 Hz]. 6.25.2.3.2. FREQUENCY ERROR BUDGET 6.25.2.3.2.1. The frequency error budget is a list of all of the contributors of error and the maximum error which shall be permitted. 6.25.2.3.2.2. The SBS requirements are shown in the following table: 6.25.2.3.2.3. TABLE 6-2 SBS FREQUENCY ERROR BUDGET ------------------------------------
TERM FRACTIONAL ERROR ERROR (HZ) - ------------------------------------------------------------------ CU Receive Error 1.7E-9 3 CU Residual Doppler N/A 1 CU Transmit Error 1.9E-09 3
Page 76 of 245 ICO Proprietary and Confidential 804 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.25.2.3.2.4. The RFT requirements are shown in the following table: 6.25.2.3.2.5. TABLE 6-3 RFT FREQUENCY ERROR BUDGET ------------------------------------
TERM ERROR (HZ) - ------------------------------------------ RFT Down Conversion 1 RFT Doppler tracking 5 RFT Up Conversion 1
6.25.2.3.2.6. The total error of SBS and RFT, excluding errors due to Dbn estimation is (plus or minus)10 Hz, 3 sigma, per Tx or Rx direction. 6.25.2.3.3. SECTION NOT USED 6.25.2.3.4. HPN FREQUENCY CONTROL 6.25.2.3.4.1. The forward channel frequency pre-correction shall be done at the HPN ChM by using the Doppler frequency-related information provided by the SAN-OSS for the Spot Beam reference point and taking into account the feeder link Doppler and master oscillator error reported by the RFT. 6.25.2.3.4.2. The bursts transmitted by the HPN Transmit ChU shall have the frequency pre-corrected such that they are received on earth at their nominal values corresponding to the intended Spot Beam reference point with an absolute accuracy of [100 Hz]. 6.25.2.3.4.3. The frequency correction associated with each HPN forward channel burst is expected to be different, since bursts are being continually sent to different satellite beams. 6.25.2.3.5. LINK (BI-DIRECTIONAL DEDICATED CHANNEL) FREQUENCY SYNCHRONISATION 6.25.2.3.5.1. Initial Acquisition (RACH and AGCH) 6.25.2.3.5.1.1. The SBS shall detect the RACH transmission at frequency offsets of up to [(plus or minus)2500] Hz, at the SAN input. 6.25.2.3.5.1.2. The SBS shall measure the RACH frequency offset relative its frequency at the demodulator input to an accuracy of (plus or minus)13 Hz 1 sigma with a C/N of -2.5 dB and (plus or minus)8 Hz 1 sigma at a C/N of 5.4 dB in AWGN. 6.25.2.3.5.1.3. The SBS shall use the measured frequency offset, along with other data, in position determination. 6.25.2.3.5.1.4. The SBS shall transmit an initial frequency correction to the UT in the IMMEDIATE ASSIGNMENT message as defined in the Air Interface. The maximum correction is [(plus or minus)2500] Hz, and the granularity is [8] Hz. 6.25.2.3.5.2. Forward Frequency Link Control 6.25.2.3.5.2.1. The SBS and each RFT shall maintain the forward dedicated channel at the frequency reference point as described in Section 6.25.2.3.2, Frequency Error Budget. 6.25.2.3.5.3. Return Frequency Measurement and Link Control 6.25.2.3.5.3.1. The SBS shall measure the medium penetration SDCCH/2 frequency offset relative to its frequency at the demodulator input to an accuracy of (plus or minus)[20] Hz 1 sigma with a C/N of -2.5 dB and (plus or minus)12 Hz 1 sigma at a C/N of 5.4 dB. Page 77 of 245 ICO Proprietary and Confidential 805 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 26 10 November 1997 6.25.2.3.5.3.2. The SBS shall measure the nominal penetration SDCCH6/TCH frequency offset relative to its frequency at the demodulator input to an accuracy of (plus or minus)12 Hz 1 sigma at a C/N of 5.4 dB. 6.25.2.3.5.3.3. The SBS shall use the measured frequency offsets for each physical SDCCH/2 burst, along with the timestamp at the point of measurement and other data, in position determination. 6.25.2.3.5.3.4. The SBS shall be able to acquire the return direction of the dedicated channels with an initial frequency error of up to (plus or minus)[170] Hz relative to their nominal frequency. 6.25.2.3.5.3.5. The SBS shall inform the UT of frequency corrections to be made to the return channel in the SACCH message as defined in the Air Interface. Updates shall be made whenever the frequency error exceeds a configurable value (range 10 - 32 Hz nominal 20 Hz), with corrections up to a maximum of (plus or minus)32 Hz with a granularity of 1 Hz. 6.25.2.3.5.3.6. The SBS shall be able to provide these corrections at an average rate of once every [10] seconds (for all UTs), and at a maximum rate of once per 1 seconds per UT. 6.25.2.3.6. EFFECT OF VEHICLE MOTION AND VELOCITY 6.25.2.3.6.1. The SBS shall be able to initiate and maintain communication with the UT with UT-induced Doppler up to 200 Hz provided that the rate of change of Doppler is less than 20 Hz/sec. 6.25.2.3.6.2. If the UT velocity exceeds 5 km/hr at the time of the RACH, position determination accuracy will be reduced. 6.25.3. TERRESTRIAL NETWORK SYNCHRONISATION 6.25.3.1. The MSSC shall be capable of being configured to take its frequency synchronisation from one of a set of communication interfaces in priority order, with a minimum of 4 interfaces being identified for this purpose. A particular interface shall be used as the synchronisation source if all interfaces of higher priority have failed. 6.25.3.2. Where all external sources have failed the MSSC shall operate from a local synchronisation source. The quality, including holdover and free-running modes of operation, of the local source shall be that of a Secondary Reference Clock in accordance with ITU-T Recommendation G.812. 6.25.3.3. The MSSC shall provide elastic buffers for time delay jitter and frequency synchronisation between the selected source of synchronisation and all other interfaces. 6.25.3.4. The MSSC synchronisation functions shall be in accordance with WG360497 IPC Deliverable Control Document, Section 3.4.1.26.5 Network Synchronisation. 6.25.3.5. The TNM shall derive its timing reference at the terrestrial network interface (MSSC-TNM) from the incoming PCM and MCD signals and at the radio/satellite network interface (SBS-TNM) from the incoming MCD signals. 6.25.3.6. Failure of any link input to the TNM shall not prevent traffic from other links being synchronised. 6.25.3.7. The TNM shall provide time delay jitter and clock drift correction between 1. the internal vocoder/multiplexer clock, and 2. the incoming PCM and MCD signals from the MSSC and, 3. MCD signals from the SBS, by means of an elastic buffer. 6.25.3.8. Larger time errors including any difference between the clocks on the MSSC and SBS sides of the TNM shall be accommodated in the time domain to frequency domain conversion process of the vocoder. Page 78 of 245 ICO Proprietary and Confidential 806 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.25.3.9. The SBS including its transmission clocks towards the TNM shall be frequency synchronised to the LES Frequency Reference. 6.25.3.10. The FEC and timing part of the vocoder in the SBS shall accommodate shifts up to 20 msec between the Air Interface modem data and the signals to the vocoder. This function shall automatically select an alternative MCD slot to the TNM to minimise any delay in less than 10 seconds after a step change of up to 20 msecs. 6.25.3.11. The configuration, operation and maintenance of the synchronisation sources and priorities for the MSSC shall be capable of control through the MSSC network management systems. 6.26. AIR INTERFACE ELEMENTARY AND STRUCTURED PROCEDURES 6.26.1. AIR INTERFACE ELEMENTARY PROCEDURES 6.26.1.1. The IGF shall support the network side of all Air Interface elementary procedures necessary and sufficient to provide the services and system functions specified in this document. 6.26.1.2. The IGF shall comply with the network side at least of the following elementary procedures as defined in the Air Interface documents available at time of contract. 6.26.1.3. TABLE 6-4 AIR INTERFACE ELEMENTARY PROCEDURES --------------------------------------------------------------------- PROCEDURE --------------------------------------------------------------------- Establishment of Multiple Frame (MF) operation Normal establishment Contention Resolution --------------------------------------------------------------------- Information Transfer Unacknowledged Acknowledged --------------------------------------------------------------------- Suspension/Resumption of MF operation --------------------------------------------------------------------- Release of MF operation --------------------------------------------------------------------- RR Connection Establishment Immediate Assignment Paging --------------------------------------------------------------------- RR Connection Transfer Measurement report Channel Re-assignment Path Re-definition Channel Mode Modify Cipher Mode Setting Classmark Change Classmark Interrogation (not supported by MSSC) --------------------------------------------------------------------- RR Connection Release --------------------------------------------------------------------- Idle Mode System Information Broadcasting --------------------------------------------------------------------- MM Connection Establishment --------------------------------------------------------------------- Page 79 of 245 ICO Proprietary and Confidential 807 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 --------------------------------------------------------------------- PROCEDURE --------------------------------------------------------------------- MM Connection Information Transfer TMSI Re-allocation Authentication Identification IMSI Detach Abort Location Updating Periodic Updating IMSI Attach Generic Location Updating --------------------------------------------------------------------- MM Connection Release --------------------------------------------------------------------- Call Establishment Mobile originated Mobile Terminated --------------------------------------------------------------------- Call Clearing Mobile initiated Network initiated --------------------------------------------------------------------- Others User Notification (MSSC supports only network to UT direction) Call Rearrangements (MSSC supports only network to UT direction) DTMF In-band tones and announcements Call collisions Status Call Re-establishment, UT side Call Re-establishment, Network side (not supported by the MSSC) Progress --------------------------------------------------------------------- 6.26.2. STRUCTURED PROCEDURES 6.26.2.1. The IGF shall support the network side of all structured procedures necessary and sufficient to provide the services and system functions specified in this document. 6.26.2.2. The IGF shall comply with the network side of at least the following structured procedures. 6.26.2.3. TABLE 6-5 STRUCTURED PROCEDURES ------------------------------------------------------------- PROCEDURE ------------------------------------------------------------- 1. UT Registration ------------------------------------------------------------- 2. Location Update ------------------------------------------------------------- 3. Follow on Procedure ------------------------------------------------------------- 4. Mobile Originated Call Establishment ------------------------------------------------------------- 5. Mobile Terminated Call Establishment ------------------------------------------------------------- 6. CM Call Release ------------------------------------------------------------- 7. IMSI Attach ------------------------------------------------------------- 8. Diversity path addition (path redefinition) ------------------------------------------------------------- PAGE 80 OF 245 ICO Proprietary and Confidential 808 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 Procedure 9. Diversity path removal (path redefinition) 10. Handover using path redefinition 11. SDCCH to TCH transition (using channel re-assignment) 12. Intra-Channel Manager handover (channel re-assignment) 13. Intra-SAN handover (inter channel manager channel re-assignment) 14. Inter-SAN handover (channel re-assignment), but not inter-MSSC handover 15. Mobile Originated SMS (in Idle mode and in call) 16. Mobile Terminated SMS (in Idle mode and in call) 17. HPN message delivery and acknowledgement 18. DTMF end-to-end procedures (in band) 19. Stand alone Supplementary Services 20. Supplementary Services while in call 21. In-Call Modification (Speech followed by fax) 22. In-Call Modification (Alternate speech and fax) 23. Channel Mode Modification 24. Channel Assignment through Reassignment 6.26.2.4. Where applicable the structured procedures shall be provided for both direct connection SBS-TNM-MSSC and for transit connection through a second TNM, i.e. SBS-TNM-TNM-MSSC. 6.27. UT/SUBSCRIBER ACCESS MANAGEMENT AND CONTROL 6.27.1. In order to comply with possible regulatory constraints on the usage of ICO radio terminals, the MSSC shall support the following types of access restriction on the usage of ICO UTs from within a particular geographic region (i.e. service region/service area): 1. The prevention of access by any ICO UT. 2. The prevention of access by any subscriber from a particular home network and/or country, provided that IMSI will determine the home network or the country for which the prevention will take place. 3. The prevention of access by individual ICO home subscribers (subscribers contained in an ICO HLR/ILR). 4. The prevention of access by particular UTs. (F/R) 6.28. ACCESS CLASS HANDLING 6.28.1. GENERAL 6.28.1.1. The IGF shall achieve access class handling by using the RACH control parameters of each BCCH for the purpose of managing the access of UTs to the ICO network 6.28.1.2. The NMC shall provide access class handling information as follows: 1. static traffic planning 2. static frequency planning. 6.28.1.3. The NMS shall provide: 1. [fault and configuration management trigger]. 6.28.1.4. The SBS shall perform access class handling with the following consideration: 1. dynamic traffic flow control. Page 81 of 245 ICO Proprietary and Confidential 809 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.28.2. BARRING OF ACCESS CLASSES 6.28.2.1. For the purpose of barring, there shall be two groups of access classes namely normal access classes and special access classes. Each of these two groups of access classes shall have individual classes of their own. 6.28.2.2. All individual access classes of the normal access class group shall have equal priority . 6.28.2.2. The individual access classes of the special access class group shall have priority which are configurable. 6.28.2.3. The SBS shall provide separate access class restrictions on barring for each spotbeam individually. 6.28.2.4. SBS shall ensure a random selection of the individual access classes when barring is required. The randomisation shall be spread firstly over individual classes of the normal Access Class group ensuring no repeat of any one class or classes until having cycled through all the individual classes even if there had been a break in barring or a resumption of service over a certain period of time. 6.28.2.5. The SBS shall: 1. perform Access Class barring progressively and incrementally before escalating to barring of the entire spot-beam; 2. only start barring the special access group when all normal access classes has been barred; 3. Barring of individual classes (normal or special) can be overview and selectable by OAM. 6.28.3. UNBARRING OF ACCESS CLASSES 6.28.3.1. The unbarring of access classes shall be the complement of the barring process. 6.29. SUBSCRIBER CLASS HANDLING (F/R) 6.29.1. The IGF shall support the Ericsson "subscriber class" (subscription type) feature. This feature permits each mobile subscriber to be associated with a subscription type that is independent of the subscriber's number, (IMSI, MSISDN). The subscription type may then be used to influence the routing, charging, accounting, etc. of the call. For further details see the following documents: 1. WG360081 Handling of subscription type for subscriber dependent analysis in MSC/VLR 2. WG360082 Handling of subscription type for subscriber dependent analysis in GMSC. 3. WG360837 Protocol specification for mobile subscriber subscription type in MSC/VLR. 6.30. CLASSMARK HANDLING 6.30.1. The SBS and MSSC shall use the UT Classmark, when available, to determine the service it shall provide to the UT. 6.30.2. The SBS and MSSC shall use a default UT Classmark, when the UT's Classmark is not available, to determine the service it shall provide to the UT. 6.30.3. The SBS and MSSC shall maintain a default Classmark that allows for: 1. treatment and handling of the UT's radio access before all UT characteristics is known 2. initiation of call-control processes before or during the time the UT is updating the network of its full equipment characteristics. 6.30.4. The SBS and MSSC shall use default Classmark information until such time that actual Classmark information is updated by the UT in part or in whole. Page 82 of 245 ICO Proprietary and Confidential 810 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.30.5. The MSSC and SBS shall have the capability to query a UT about its Classmark 1. any time during an active transaction 2. both autonomously and/or under operator control 6.30.6. If a UT fails to respond to a Classmark query, the MSSC and SBS shall continue using the default Classmark. 6.31. Channel Mode Modify 6.31.1. Channel Mode Modify in the SBS and TNM 6.31.1.1. The SBS and TNM shall support and use the channel mode modify air interface procedure when required to do so for alternate speech/fax and alternate speech/data services. 6.31.2. Channel Mode Modify in the MSSC 6.31.2.1. The MSSC shall support and use the Channel Mode Modify procedure to control the radio path from the SBS when providing fax and data services via the D-IWF. 6.31.2.2. The D-IWF shall use the Channel Mode Modify procedure in order to adopt the user rate on the radio channel. 6.31.2.3. The message speed used for the facsimile transmission is not known when setting up a facsimile connection. This speed is determined by T.30 negotiation between the facsimile machines. The facsimile adapter reads the frames of the negotiation. When the facsimile adapter has detected the rate, the chosen rate must be indicated, if this rate differs from the radio channel rate. The D-IWF will then initiate the Channel Mode Modify procedure, in order to change the user rate on the radio channel. 6.31.2.4. The facsimile machines may decide to change to a lower facsimile transmission rate, due to bad line quality. this may happen during the inband call setup or in data phase. In both cases, the facsimile adapter performs a request for Channel Mode Modify. 6.31.2.5. The facsimile machines may also change back to a higher facsimile transmission rate. 6.32. In-Call Modification 6.32.1 In-call modification can be invoked once the call is in active state. The switching from current mode to the other mode is performed at the access without support from the network. 6.32.2. In-call modification is invoked when a modification request is received from the mobile subscriber (calling or called MSs). 6.32.3. The In-call modification procedure might be repeated several times. There is no limit concerning the number of switchings during a call. 6.32.4. The MSSC/VLR checks the received request and if the requested mode is already the actual one, the MSSC/VLR completes the in-call modification procedure without initialising anything else. Otherwise, the MSSC/VLR informs the interworking unit about the in-call modification request. 6.32.5. The MSC/VLR performs a new assignment procedure to adapt to the new mode. 6.32.6. The connection of the D-IWF is performed in the MSSC/VLR when switching from speech to fax. The connection of the D-IWF is released in the MSSC/VLR when switching from fax to speech. 6.32.7. The MSSC/VLR orders the D-IWF to put into effect the requested mode. 6.32.8. The MSSC/VLR completes the in-call modification procedure by acknowledging the mobile subscriber and for fax call, wait for data transfer indication for D-IWF. Page 83 of 245 ICO Proprietary and Confidential 811 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.33 SUPPORT FOR DTMF 6.33.1. The IGF shall support the sending and receiving of DTMF tones from/to the UT to the PSTN/ISDN as defined in the ICO Air Interface. 6.33.2. The TNM shall support the in-band transport of DTMF tones in voice mode. 6.34. RELEASE OF RESOURCES 6.34.1. GENERAL 6.34.1.1. The IGF shall apply controlled release of all allocated resources that are no longer in use. This shall apply to all: 1. satellite spectrum, power resources, and equipment, 2. internal ICONET resources, and 3. Resources external to ICONET but shared or used by the ICO network (which may or may not have been owned, managed or controlled by the ICO network) e.g. the interface resources to the PSTN, PLMN, ISDN, PSPDN. 6.34.2. RELEASE OF EQUIPMENT, SATELLITE SPECTRUM AND SATELLITE POWER RESOURCES 6.34.2.1. The SBS shall release satellite spectrum, power resources, and equipment used for that call, promptly after the use of the resource has ended. 6.34.2.2. The SBS shall release the satellite spectrum and power resources independently of other resources (internal or external to the IGF which prior to the moment of release are under common usage). 6.34.2.3. In releasing the satellite spectrum, power resources, and equipment, the SBS shall release and make available those resources for other users within a 10 second period of time from the completion of the protocol exchange. 6.34.2.4. The IGF shall only release allocated resources when the usage of such resources is no longer required. 6.34.2.5. In an allocated resource is not used, the IGF shall release that resource following a time-out period. 6.34.2.6. Where possible, the SBS shall co-ordinate with the UT the release of the allocated resources. 6.34.2.7. All control and communications for releasing of Air Interface resources shall follow the ICO Air-Interface Specification release procedures. 6.34.3. RELEASE OF RESOURCES EXTERNAL TO IGF 6.34.3.1. The IGF shall follow the appropriate interface specifications and standards that apply for that interface. 6.35. QUEUING 6.35.1. SBS shall support Queuing Indication message in all cases of resource assignment when the resource is not available, except for diversity allocations, or where the queuing does not need to be advised to the MSSC. 6.35.2. SBS-OMC shall support configuration of T11 timer. 6.35.3. SBS shall support the queuing procedure conforming to ICO BSSMAP document 08.08. 6.35.4. The TNM shall support the queuing procedure protocol between the SBS and the MSSC conforming to BSSMAP 08.08. Page 84 of 245 ICO Proprietary and Confidential 812 EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 [ICO LOGO] 10 November 1997 6.36 CONGESTION AND OVERLOAD 6.36.1. The MSSC shall provide internal means (such as queuing) for controlling the number of offered calls which are accepted so as to ensure proper handling of the calls which have been accepted. 6.36.2. Congestion at MSSC shall use Overload message defined in BSSMAP 08.08 to indicate to the TNM to reduce the traffic. (F/R) 6.36.3. MSSC shall support timer T5 and T6. (F/R) 6.36.4. Congestion at SBS shall use OVERLOAD message defined in BSSMAP 08.08 to indicate to the TNM to reduce the traffic. 6.36.5. SBS shall support timer T17 and T18. 6.36.6. The TNM shall support the overload procedure protocol between the SBS and the MSSC confirming to BSSMAP 08.08 and will distribute the messages to all appropriate MSSCs and SBSs. 6.37. C7 SIGNALLING LINK MONITORING 6.37.1. The MSSC signalling link monitoring function performs continuous fault supervision of all activated signalling links. It includes supervision of both the signalling terminal hardware and the message transfer ability. 6.37.2. The signalling links are also checked by routine tests in accordance with the CCITT recommendation Q.707. This test is executed at regular intervals for each signaling link that is available for level 3 traffic. The length of the intervals can be set by application parameters. If the test fails, restoration of the signalling link is initiated. 6.37.3. An alarm is generated if a signalling link cannot be restored after a failure. The alarm class are specified by command. 6.37.4. Alarm ceasing is generated when the signalling link is restored or deactivated by command. 6.37.5. Signalling Traffic Management function as per ITU-T Q.701 Section 3.3.1 shall be required. 6.37.6. Signalling Link Management function as per ITU-T Q.701 Section 3.3.2 shall be required. 6.37.7. Signalling Route Management function as per ITU-T Q.701 Section 3.3.3 shall be required for those cases when quasi-associated mode of signalling is used. 6.37.8. The TNM will perform similar monitoring of the C7 signalling links between the TNM and SBS. 6.37.9. The SBS will support the monitoring of the C7 signalling links by the TNM. 6.38. VOICE CODING 6.38.1. The Voice Codec shall perform all of the voice signal processing functions for the system. 6.38.2. The Voice Codec shall receive Air Interface format frames and provide PCM format speech to the Terrestrial Interface. 6.38.3. In the SAN transmit direction, this block accepts 64kbps PCM encoded (A- or (micron)-law) speech and encodes it according to the ICO Voice Codec encoding algorithm. 6.38.4. The Voice Codec will implement the Vocoding algorithm supplied by ICO, whose resource requirements interfaces and functionality are equivalent to those specified in NEC paper WG4-CN-60020-A3. Page 85 of 245 ICO Proprietary and Confidential 813 EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 [ICO LOGO] 10 November 1997 6.38.5 The vocoder shall be switched to By-pass Mode when the Bearer Capability for the call indicates Fax/Data. 6.39. DTX 6.39.1. The IGF shall support voice activation on voice type calls, in forward and reverse directions, transparent to the MSSC. 6.39.2. The use of voice activation shall be determined on a per call basis and signalled during call setup. 6.39.3. The Voice Codec will signal the Air Interface MODEM to activate the transmit carrier as required. 6.39.4. The voice codec shall include dynamic voice activation control which adapts the voice activation threshold depending upon the background noise characteristics of the voice input. 6.39.5. When voice is inactive, silence frames shall be sent as defined in the Air Interface. 6.39.6. On signalling channels, data bursts shall be sent when data is to be transferred. SACCH bursts shall be sent to maintain the link. 6.40. SYSTEM INFORMATION BROADCASTING 6.40.1. The IGF shall implement the BCCH as defined in the Air Interface. 6.40.2. The IGF shall generate system information to assist UTs in their Idle Mode operations. This information shall be in compliance with Idle Mode specifications stated in the ICO Air Interface reference. 6.40.3. The SRMC shall distribute the system information to each SAN OSS as required. 6.40.4. The SAN OSS shall provide the information to the SBS for broadcast via the BCCH/MP. 6.40.5. The SBS shall add frame-number information and dynamic access control information to the information being broadcasted. 6.40.6. The SBS shall broadcast this system information in accordance with the specifications stated in the Air Interface. 6.40.7. The SBS shall be capable of broadcasting system information on the BCCH channel of the spot beams it controls. 6.40.8. The SBSs of the IGF, taken together shall be capable of transmitting one or more BCCH in each spot beam of each satellite. 6.40.9. The SBS shall be capable of starting and stopping BCCH transmission as planned by the SRMC independently in each spot beam as required for BCCH control transition from one SAN to another as beam control is handed over to a different SAN. The burst number shall be used to co-ordinate this transition of control. 6.40.10. The SBS shall send the Sync Burst (SB) over SCH. The contents of SB are as described in the Air Interface and are generated locally at each SBS. 6.40.11. The IGF shall have the capability to allow the configuration and control of the configurable part of the BCCH content by the NMC/SRMC operator. 6.41. RADIO ACCESS MANAGEMENT 6.4.1. PAGING CHANNEL (PCH) 6.41.1.1. Requirements are as covered in Section 6.8. Page 86 of 245 ICO Proprietary and Confidential 814 [ICO LOGO] ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 6.41.2. ACCESS GRANT CHANNEL(AGCH) 6.41.2.1. The IGF shall implement the AGCH as defined in the Air Interface. 6.41.2.2. The IGF shall be capable of transmitting one or more AGCH in each spot beam of each satellite. 6.41.2.3. The SBS shall allocate radio resource based on the information in the RACH and shall then transmit this information over the AGCH channel in the same spot beam as the RACH was received. This information shall include the type of channel(SDDCH/6 or SDDCH/2 or TCH), forward and return link frequencies, timeslot number and initial timing and frequency adjustments. 6.41.2.4. The SBS shall release resources allocated if no link establishment request has been received in response to an AGCH message within a wait time as specified. 6.41.2.5. The SBS shall provide the OAM capability to view current actual channel configuration as well as to change the channel configuration. 6.41.2.6. After granting the radio resource to the UT, the SBS shall immediately start maintenance of the granted radio resource. 6.41.2.7. If the SBS is unable to grant radio access to the UT, the SBS shall inform the UT of such failure indicating sufficient parameters to the UT as to when it can attempt a retry, as given in Air-Interface Specifications. 6.41.2.8. If the traffic over AGCH exceeds the allocated capacity, the IGF shall queue access grant messages. If the queue is exceeded, then access grant messages will be dropped. 6.41.3. RANDOM ACCESS CHANNEL(RACH) 6.41.3.1. The SBS shall implement the RACH as defined in the Air Interface. 6.41.3.2. The SBSs of the IGF, taken together, shall be capable of receiving one or more RACH in each spot beam of each satellite simultaneously. 6.41.3.3. The SBS shall receive and process the RACH request as described in Section 6.41.2, Access Grant Channel(AGCH). 6.41.3.4. The SBS shall provide the OAM capability to view current actual channel configuration as well as to change the channel configuration. 6.41.4. FAST AND SLOW ASSOCIATED CONTROL CHANNELS(FACCH AND SACCH) 6.41.4.1. The SBS shall implement the FAACH and SACCH as defined in the air interface. 6.41.4.2. The SBS shall implement FACCH and SACCH(transmit/receive) for each connection. 6.41.4.3. The TNM shall originate and receive FAACH content specific to vocoder operation and shall identify these frames as FACCH frames. 6.41.4.4. The SBS shall generate SACCH/FACCH content for other usage(non-vocoder) and in the case of FACCH shall insert them in place of voice frames (or silence. 6.42. RADIO SESSION MANAGEMENT 6.42.1. SESSION INITIATION REQUIREMENTS 6.42.1.1. GENERAL 6.42.1.1.1. The requirement related to establishing an RR session over SDCCH are as follows: 1. The SBS shall support layer 2 link establishing procedures as described in ICO Air Interface; Page 87 of 245 ICO PROPRIETARY AND CONFIDENTIAL 815 [ICO LOGO] ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 2. The SBS shall support the SDCCH/TCH transition when a connection needs to be switched from signalling to traffic. 6.42.1.2. CAPABILITIES FOR SIGNALLING RESOURCE ALLOCATION 6.42.1.2.1. The SBS shall be capable of bi-directional communication for signalling between the UT and the network: 1. through a medium penetration DCCH; 2. through a nominal penetration DCCH; 3. through normal TCH resources set to 'signalling only' when used as a signalling resource. 6.42.1.2.2. The SBS shall capable of communicating via any of the above channel types using: 1. a single satellite path; 2. diversity satellite paths. 6.42.1.2.3. The SBS shall support the DCCH configurations as given in Air Interface. 6.42.1.2.4. The SBS shall support the DCCH configurations through any channel pre-allocated to it by the SRMC. 6.42.1.3. SIGNALLING RESOURCE ALLOCATION PROCEDURES 6.42.1.3.1. The SBS shall allocate an initial signalling resource, following receipt of the RACH. Subsequently: 1. update the allocation when practical and required to optimise use of satellite spectrum and power resources in the signalling phase; 2. if the allocated signalling resource allocation is not compatible with the allocation type needed for the traffic phase of the call, change the allocation to one compatible with the traffic phase of the call; 3. change the allocation when required for link maintenance. 6.42.1.3.2. The SBS shall select the initial signalling resource, compatible with the expected allocation type/penetration level requirement for the signalling phase based on: 1. the reason(s) given by the UT for wanting to access the network; 2. an estimate of the penetration level required based on the signal level of RACH as measured; 3. the availability of satellite spectrum, equipment, and power resources for signalling. 6.42.1.3.3. The SBS shall have the capability of allocating the initial signalling resource in the same spot beam as that on which the RACH was received. 6.42.1.3.4. The SBS shall have update signalling resource allocations when a signalling resource of a different level of penetration is needed or can be allowed based on: 1. the equipment characteristics of the UT; 2. an estimate of the penetration level needed based onlink monitoring of the existing signalling resource; 3. the availability of equipment, satellite spectrum and power resources for signalling. 6.42.1.4. CAPABILITIES FOR TRAFFIC RESOURCE ALLOCATION 6.42.1.4.1. The IGF shall be capable of bi-directional communications for traffic between the UT and an external network through TCH. 6.42.1.4.2. The SBS shall capable of communicating via TCH using: Page 88 of 245 ICO PROPRIETARY AND CONFIDENTIAL 816 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 1. a single satellite path 2. diversity satellite paths. 6.42.1.4.3. The SBS shall select a TCH corresponding to the applicable Z-Arc. 6.42.1.4.4. The SBS shall be capable of supporting the TCH configurations as given in the Air Interface. 6.42.1.4.5. The SBS shall support the TCH configurations through any channel pre-allocated by the SRMC. 6.42.1.4.6. The SBS shall be capable of supporting a TCH for traffic/signaling only usage. 6.42.1.4.7. The SBS shall provide the OAM capability to view current actual channel configuration as well as to change the channel configuration 6.42.1.4.8. The IGF shall be capable of communicating with the UT for traffic resource allocation using the Air Interface Elementary Procedures and Structured Procedures. 6.42.1.5. TRAFFIC RESOURCE ALLOCATION PROCEDURES 6.42.1.5.1. The requirements in this section for early and late assignment are subject to review as part of the development of the Air Interface structured procedures. 6.42.1.5.2. According to the radio bearer capability required for the call, the SBS shall be capable of: 1. continuing to use the existing (signalling) resource in the traffic phase of the call; 2. allocating a new resource for the traffic phase of the call immediately after the radio bearer capability required for the call has been determined (early assignment); 3. allocating a new resource for the traffic phase of the call as soon as practicable prior to call connection (late assignment). 6.42.1.5.3. The SBS shall be capable of: 1. using early or late assignment if the penetration level required for the radio bearer capability for the traffic phase of the call is the same as in the signalling phase; 2. using late assignment if the penetration level required for the radio bearer capability for the traffic phase of the call is less than in the signalling phase. In such case the traffic resource allocation shall be made only after the penetration level associated with the radio bearer capability for the call is compatible with an estimate of the penetration level needed based on link monitoring of the existing signalling resource. 6.42.1.5.4. The SBS shall allocate a new resource for the traffic phase of the call or support continued use of the existing resource according to: 1. the radio bearer capability required for the traffic phase of the call 2. the equipment characteristics of the UT 3. the priority of the request for TCH resources 4. the availability of satellite spectrum and power resources to support the required radio bearer capability for the traffic phase of the call. 6.42.1.5.5. If the TCH can be allocated, the SBS shall: 1. allow a limited time for the UT to take up the allocated TCH resources 2. until such limited time has expired, keep both the TCH and the SDCCH resources open for the UT's use 3. after such limited time if the TCH resources are not taken up, release the TCH resources for further use. Page 89 of 245 ICO PROPRIETARY AND CONFIDENTIAL 817 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-RQ/000014 Version: 26 10 November 1997 6.42.1.5.6. If the allocated TCH resource is successfully taken up by the UT, the SBS shall: 1. release the signalling resource 2. continue with the link maintenance that has been started in the signalling phase. 6.43. LINK MONITORING 6.43.1. DEDICATED CHANNELS 6.43.1.1. The SBS shall have capability to perform link monitoring on each forward and return path of each dedicated channel allocation. 6.43.1.2. The SBS shall have capability to measure the following on the return paths: 1. Timing offset and frequency offset from reference time and frequency 2. Received Signal Strength 3. Received Signal Quality: a) Carrier/Noise ratio b) Frame Error Rate (FER) on the channels which have CRC on Layer 2 Frames. 6.43.1.3. The SBS shall have capability to receive from the UT reports of the following on forward paths: 1. Received Signal Presence and Strength 2. Received Signal Quality: a) Carrier/Noise ratio b) Frame Error Rate (FER) on those channels which have CRC on Layer 2 Frames. 6.43.1.4. The SBS shall have capability to instruct the UT on network requirements for link monitoring of forward direction dedicated channels as required in the Air Interface Documents. 6.43.1.5. The accuracy of the SBS measurements of received dedicated channel signal strength and received dedicated channel signal quality shall be [TBD]. 6.43.2. BCCH 6.43.2.1. The SBS shall have capability to receive from UTs reports of the following about one or more BCCHs: 1. Received Signal Presence and Strength 2. Received Signal Quality: a) Carrier/Noise ratio b) Frame Error Rate (FER) 6.43.2.2. The SBS shall have capability to instruct UTs individually during calls on which BCCHs to monitor. 6.43.3. RACH 6.43.3.1 The IGF shall have capability to monitor the following for each RACH message received 1. Timing offset and frequency offset from reference time and frequency 2. Received Signal Strength 3. Received Signal Quality: Carrier/Noise ratio Page 90 of 245 ICO PROPRIETARY AND CONFIDENTIAL 818 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.43.3.2. The accuracy of the SBS measurements of RACH received signal strength and received signal quality shall be [TBD]. 6.44. SECTION NOT USED 6.45. SECTION NOT USED 6.46. SECTION NOT USED 6.47. POWER CONTROL 6.47.1. SAN AUTOMATIC POWER CONTROL 6.47.1.1. The RFT shall have an automatic power control subsystem to compensate for path loss changes, on the SAN to satellite link, satellite receive antenna gain chances with satellite motion, and propagation loss changes on the SAN to satellite link. The signal level at the satellite C-band receive antenna output shall be controlled with respect to the value corresponding to the reference SAN EIRP value input by the SBS. 6.47.2. SAN EIRP CONTROL FOR TCH AND DCCH 6.47.2.1. The SBS shall control the instantaneous (closed loop) value of SAN EIRP value provided to the RFT for each path of each individual (TCH/DCCH channel as follows 1. At the start of each channel allocation and update once per minute, the SBS shall calculate a SAN EIRP correction from the spot beam reference value in accordance with satellite S-band antenna gain in the direction of the UT's position in the spot beam. The SBS shall utilise this correction factor to set and update corrected value of the Reference Maximum SAN EIRP limit and the Reference Initial SAN EIRP. 2. The SBS shall set the initial SAN EIRP provided to the RFT at the start of each path allocation according to the Corrected Reference Initial SAN EIRP. 6.47.2.2. The SBS shall use closed loop SAN EIRP control for the duration of each path allocation. 6.47.2.3. The SBS shall use the Corrected Reference Maximum SAN EIRP as an upper limit on the SAN EIRP value provided to the RFT. 6.47.2.4. The SBS shall be capable of determining from UT reports the actual channel quality value in comparison with the Target Channel Quality value. 6.47.2.5. The SBS shall be able to estimate expected forward link channel quality based on forward link channel quality measurements [alone or configurably as a combination of forward and return link channel quality measurements]. 6.47.2.6. The SBS shall continuously control SAN EIRP for each channel to the minimum value required to meet the Target Channel Quality value, subject to the time varying Corrected Reference Maximum SAN EIRP limits. 6.47.2.7. The SBS shall implement SAN EIRP control algorithms which take account of channel operational modes, number of paths (single or diversity), DTX or not, diversity modes, codec rate etc. 6.47.2.8. The SBS shall modify SAN EIRP at the transmit burst immediately following the receipt of measurement reports from the UT according to the appropriate algorithms. 6.47.2.9. The SBS shall modify SAN EIRP to the required value within a resolution of [0.5] dB. 6.47.2.10. Up to [10] previous measurement reports shall be used to determine the current SBS EIRP. 6.47.2.11. The SBS shall have the capability to increase SAN EIRP on SBS link monitoring (i.e. in the event of a sudden reduction in return link quality). Page 91 of 245 ICO Proprietary and Confidential 819 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.47.2.12. The SBS shall implement capability to configure the parameters of the control algorithms to enable system capacity versus performance to be optimised based on operational experience. 6.47.2.13. The IGF shall implement the following configurable options: 1. to control the SAN EIRPs for each path in unison or separately 2. to estimate expected forward link channel quality based on forward link channel quality measurements alone or a combination of forward and return link channel quality measurements 3. to suspend transmissions on a path if it becomes blocked. 6.47.3. SAN EIRP CONTROL FOR FORWARD CONTROL CHANNELS 6.47.3.1. The SBS shall set and periodically adjust the SAN EIRP provided to the RFT for the following forward control channels: 1. BCCH, 2. PCH, 3. AGCH. 6.47.3.2. The HPN system shall set and periodically adjust the SAN EIRP provided to the RFT for the following forward control channels: 1. BCCH/HP, 2. SCH/HP, 3. NCH/HP according to the Reference Open Loop SAN EIRP values specified by the SRMC. 6.47.4. UT EIRP CONTROL FOR TCH AND DCCH 6.47.4.1. The SBS shall control the instantaneous value of UT EIRP for each path of each individual TCH/DCCH channel as follows: 1. The SBS shall set a planned initial UT EIRP value at the start of each path allocation. 2. The SBS shall use closed loop UT EIRP control for the duration of each path allocation. 3. The SBS shall use the Maximum UT EIRP as an upper limit on the closed loop UT EIRP control. 6.47.4.2. The SBS shall be capable of determining the actual channel quality value in comparison with the Target Channel Quality value. 6.47.4.3. The SBS shall be able to estimate expected return link channel quality based on return link channel quality measurements alone or configurably as a combination of return and forward link channel quality measurements. 6.47.4.4. The SBS shall continuously control UT EIRP for each satellite path of each TCH/DCCH channel to the minimum value required to meet the Target Channel Quality value, subject to the maximum UT EIRP limit. 6.47.4.5. The SBS shall implement UT EIRP control algorithms which take account of channel operational modes, number of paths (single or diversity), DTX or not, diversity modes, codec rate, etc. and adapt to ensure that the EIRP is the minimum appropriate to the channel operational mode. 6.47.4.6. The SBS shall instruct the UT to modify its EIRP whenever the actual channel quality, as measured in the SBS, differs from the Target Channel Quality value by an amount equivalent to 1dB or more in received SNR. These instructions shall be carried in the SACCH at a rate up to once per SACCH frame. Page 92 of 245 ICO Proprietary and Confidential 820 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.47.4.7. Channel quality estimates shall be made at the SACCH frame rate based on received TCH and SACCH bursts received in the previous SACCH frame. Adjustment instructions shall be made to the UT in the next forward link SACCH after the adjustment is determined. 6.47.4.8. A minimum of 1 and a maximum of [10] previous channel quality estimates shall be used to determine the current UT EIRP. 6.47.4.9. The NMS shall implement the capability to configure the parameters of the control algorithms of the SBS to enable system capacity versus performance to be optimised based on operational experience. 6.47.4.10. The IFG shall implement the following configurable options: 1. to control the UT EIRPs for each path in unison or separately 2. to estimate expected return link channel quality based on return link channel quality measurements alone or a combination of return and forward link channel quality measurements. 6.47.4.11. The SBS shall control the UT EIRP using air interface procedures. 6.47.5. RACH 6.47.5.1. The SBS shall transmit in the BCCH a parameter provided by the NMS as an operator configurable parameter to control the UT EIRP. 6.47.6. ACK/HP 6.47.6.1. The SBS shall transmit in the BCCH a parameter provided by the NMS as an operator configurable parameter for the control of the UT EIRP during acknowledgement to the HPN. 6.48. SAN COVERAGE AND MANAGEMENT 6.48.1. SAN COVERAGE ACCESS 6.48.1.1. GENERAL 6.48.1.1.1. The SBS shall be capable of sharing a satellite with other SANs. 6.48.1.1.2. The SBS shall not share spot beam control channels (SCH, BCCH, RACH, PCH, or AGCH) simultaneously with other SANs. 6.48.1.1.3. The SBS shall be capable of acquiring and relinquishing control of common channels, to sequentially share a spot beam with another SAN, following a plan provided by the SRMC. 6.48.1.1.4. The SBS shall be able to use different traffic channels including those using the same frequency simultaneously with other SBSs in the same spot beam as configured by the SRMC. 6.48.1.1.5. The SRMC shall supply the BCCH BSAN list that will indicate to the UTs which SANs have been allocated traffic channels in any beam. 6.48.1.1.6. The SAN, when allocated traffic channels on a spot beam whose control channels are provided by another SAN, need not use those channels for the initial assignment, but shall be able to use them for subsequent diversity or handover. 6.48.1.2. CALL SET-UP WHEN MULTIPLE SANS SHARE ACCESS TO A SPOT BEAM FOR TCH/DCCH 6.48.1.2.1. The SAN processing the control channels (CCCH control SAN) for the spot beam shall process the call setup as follows: Page 93 of 245 ICO Proprietary and Confidential 821 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. The CCCH control SAN shall assume that the UT will indicate the SAN required for the radio connection (the Radio Connection SAN) via the Initial Message. (Not covered in Air Interface Version 3.0). 2. The CCCH control SAN shall assume that the UT will indicate its currently registered SAN via the Initial Message. 6.48.1.2.2. Following receipt of the Initial Message, the CCCH control SAN shall 1. Set up a signalling connection to the MSSC of the registered SAN. 2. As soon as is practicable, perform a SAN-to-SAN handover to the Radio Connection SAN if this is not the same as the CCCH control SAN. 6.48.2. COVERAGE PLANNING 6.48.2.1. IGF ACCESS PLANNING 6.48.2.1.1. The SRMC shall provide a capability (algorithm) to generate plans specifying which SANs provide the following services in each spot beam of each satellite as a function of time: 1. TCH/DCCH 2. CCCH 3. HPN. 6.48.2.2. TCH/DCCH SERVICE 6.48.2.2.1. The SRMC shall provide an algorithm to determine the Nominal SAN for each point on the ground by dividing the earth's surface into ground cells. The SRMC shall for each ground cell identify a Nominal SAN based on best average radio connectivity via the constellation of satellites. 6.48.2.2.2. The SRMC shall also identify which SANs enable diversity connections to each ground cell via any pair of satellites mutually visible to the SAN and a UT at the ground cell. 6.48.2.2.3. The SRMC shall implement an algorithm which supports a configurable combination of the following: 1. One or more SANs shall always be able to provide TCH/DCCH service in every spot beam of every satellite. 2. The Nominal SAN for each ground cell shall be able to provide TCH/DCCH service in each spot beam of each satellite which provides coverage of the ground cell, wherever there exist any satellites which have mutual visibility of the SAN and the UT. 3. Each SAN able to provide diversity connection to a ground cell shall be able to provide TCH/DCCH service in each spot beam of each satellite covering the ground cell. 4. Before TCH/DCCH service is transferred from one SAN to another, there shall be a transitional period during which both SANs are capable of simultaneously providing TCH/DCCH service. The transitional periods shall be of the order of the time taken for the coverage to change by the width of a beam. 5. TCH/DCCH service shall be provided through any SAN with which any UT may be registered, wherever there exist any satellites which have mutual visibility of the SAN and the UT. 6. The operator shall be able to specify points on the ground for which TCH/DCCH service is to be provided by one or more SANs. 7. In the event of a sun outage, service shall be provided by alternative satellites and SANs, wherever possible, subject to the potential performance of the satellite constellation and the SANs. Page 94 of 245 ICO Proprietary and Confidential 822 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.48.2.3. CCCH SERVICE 6.48.2.3.1. The SRMC shall implement an algorithm which supports a configurable combination of the following: 1. Each spot beam of each satellite shall consist of one or more radio cells. For each radio cell one SAN shall transmit the BCCH, PCH and AGCH and receive one or two RACH. 2. Selection of the SAN to provide CCCH service in each radio cell shall take account of the need for all SANs providing TCH/DCCH service to share those control channels. 6.48.2.4. HPN SERVICE 6.48.2.4.1. Coverage functions for HPN are covered in Sections 6.52.5, 6.52.8, and 6.52.9. 6.49. SATELLITE EIRP MANAGEMENT 6.49.1. SATELLITE RF POWER MANAGEMENT PARAMETERS 6.49.1.1. GENERAL 6.49.1.1.1. The SRMC shall determine the following time varying Forward Direction Satellite RF Power Management Parameters according to operator configurable rules as defined below. 6.49.1.2. FORWARD DIRECTION TCH/DCCH CHANNELS 1. Maximum User Link Margin versus Elevation profile 2. Initial User Link Margin versus elevation profile 3. Satellite Load Management Criteria (TBD for planned load shedding on highly loaded satellites) independently for each combination of: 1. Service Type including all combinations of a) radio bearer capability (including channel mode) and b) UT type 1. satellite and 2. SAN 6.49.1.3. BCCH/SCH/PCH/AGCH CHANNELS 6.49.1.3.1. Nominal User Link Margin versus Elevation profiles independently for each: 1. channel type (BCCH/SCH/PCH/AGCH) 2. satellite and 3. SAN 6.49.1.4. BCCH/HP, SCH/HP, NCH/HP 6.49.1.4.1. Nominal User Link Margin versus Elevation profiles independently for each: 1. channel type (BCCH/HP, SCH/HP, NCH/HP) 2. satellite and 3. SAN Page 95 of 245 ICO Proprietary and Confidential 823 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.49.1.5. SBS AND HPN CONTROL PARAMETERS AND NMS/SAN-OSS MONITORING PARAMETERS 6.49.1.5.1. GENERAL 6.49.1.5.1.1. The SRMC shall utilise the Satellite Power Management Parameters to determine the following time varying SBS and HPN Control Parameters in Sections 6.49.1.5.2, 6.49.1.5.3, 6.49.1.5.4, and 6.49.1.5.5. 6.49.1.5.2. FORWARD DIRECTION TCH AND DCCH CHANNELS (SBS) 1. Reference Maximum SAN EIRP limit (per carrier) by spot beam by service type. 2. Reference Initial SAN EIRP limit (per carrier) by spot beam by service type 3. Satellite Load Management Criteria 4. Target signal quality value for forward path power control. 6.49.1.5.3. FORWARD DIRECTION CCCH CHANNELS (SBS) 1. Reference Open Loop SAN EIRP (per carrier) by spot beam 6.49.1.5.4. FORWARD DIRECTION HPN CHANNELS (HPN) 1. Reference Open Loop SAN EIRP (per carrier) by spot beam 6.49.1.5.5. SATELLITE EIRP MONITORING PARAMETERS 1. Maximum weighted aggregate forward direction SAN EIRP by satellite corresponding to the planned satellite EIRP (for the NMS), 2. SAN EIRP weighting factors by spot beam for calculation of weighted aggregate SAN EIRP according to differences in the satellite transponder gain in each beam (for the SAN-OSS). 6.49.1.5.6. NMC CONFIGURED PARAMETERS 6.49.1.5.6.1. The NMC shall provide for operational configuration of 1. Maximum UT transmit power level by service type (SBS) 2. Target signal quality value for return path power control (SBS) 3. Satellite beam gain profile characteristics (SBS) 4. Beam transponder gain values (SRMC) 6.49.1.6. SATELLITE RF POWER PLANNING 6.49.1.6.1. Based on satellite position, SAN location, predicted traffic loading characteristics, and individual satellite characteristics, the SRMC shall allocate satellite forward RF power to the SANs for use in a specific satellite by the SBS and HPN. 6.49.1.6.2. The SRMC shall apportion the total available satellite forwarded RF power between each type of forward direction CCCH/HPN and TCH/DCCH channels. 6.49.1.6.3. The SRMC shall apportion the satellite forward RF power for TCH/DCCH amongst the different service types. 6.49.1.6.4. The SRMC shall provide capabilities to plan the use of satellite RF power between BCCH/SCH and HPN to provide a constant satellite load for each satellite (nominally 20% of the power of each satellite but adjustable around this figure) with multiple simultaneous bursts of BCCH interleaved with one or more bursts of HPN. Page 96 of 245 ICO Proprietary and Confidential 824 EN-IG-ICO-RQ/000014 ICO LOGO ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.49.2. SATELLITE TRANSPONDER GAIN VALUE ENTRY AND USAGE 6.49.2.1. The NMC shall provide capability for an operator to enter values of forward and return direction transponder gain for each spot beam of each satellite. 6.49.2.2. The SRMC shall use the forward transponder gain parameters in the calculation of Reference SAN EIRP values. 6.49.3. RULES FOR GENERATION OF SATELLITE POWER MANAGEMENT PARAMETERS 6.49.3.1. Nominal Capacity is the number of user channels which can be supported by the available satellite RF power with nominal link margin and without use of Satellite Load Management Criteria. 6.49.3.2. Predicted Load is the number of user channels expected to be needed based on traffic predictions. 6.49.3.3. The SRMC shall generate the Satellite RF Power Management parameters as a function of time according to available RF satellite power and Predicted Load requirements according to the following rules: 6.49.3.4. The link margin values shall be increased or decreased according to one of three link margin versus elevation profile tables. (F/R) 6.49.5. Predicted Load equal to Nominal Capacity 1. The Link Margin values shall be set at nominal values. 2. The Satellite Load Management Criteria are nominal i.e. no satellite preference constraints. 6.49.3.6. Predicted Load less than Nominal Capacity 1. The Link Margin values shall be increased above nominal. 2. The Satellite Load Management Criteria are nominal i.e. no satellite preference constraints. 6.49.3.7. Predicted Load greater than Nominal Capacity 1. The Link Margin values shall be set at nominal values. 2. The Satellite Load Management Criteria are set to save EIRP on the most highly loaded satellites. 6.49.3.8. Predicted Load much greater than Nominal Capacity 1. The Link Margin values shall be reduced below nominal values. 2. The Satellite Load Management Criteria are set to save EIRP on the most highly loaded satellites. 6.49.3.9. The SRMC shall generate the Power Management parameters up to 24 hour in advance of when they are to be used. 6.49.3.10. Satellite Load Management Criteria shall include: 1. offloading of traffic at low elevations to adjacent less highly loaded satellites 2. implementation of diversity power saving mode 3. reduction in use of diversity. Page 97 of 245 ICO Proprietary and Confidential 825 EN-IG-ICO-RQ/000014 ICO LOGO ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.49.4. DETERMINATION OF SBS AND HPN AND SAN-OSS CONTROL PARAMETERS 6.49.4.1. REFERENCE SAN EIRP (PER CARRIER) VALUES 6.49.4.1.1. FORWARD DIRECTION TCH AND DCCH (SBS) 6.49.4.1.1.1. The SRMC shall calculate the: 1. Reference Maximum SAN EIRP (per channel) limit by spot beam by service type 2. Reference Initial SAN EIRP (per channel) limit by spot beam by service type corresponding to the: a) Maximum User Link Margin vs. Elevation profile by service type b) Initial User Link Margin vs. Elevation profile by service type using the parameters and to the accuracy defined in Section 6.49.4.3, Accuracy of Reference SAN EIRP Calculation. 6.49.4.1.2. BCCH/SCH/PCH/AGCH (SBS) 6.49.4.1.2.1. The SRMC shall calculate the 1. Reference Open loop SAN EIRP by spot beam by channel type corresponding to the: a) Nominal User Link margin vs. Elevation profile by channel type using the parameters defined in Section 6.49.4.3, Accuracy of Reference SAN EIRP Calculation. 6.49.4.1.3. BCCH/HP, SCH/HP, NCH/HP (HPN) 6.49.4.1.3.1. The SRMC shall calculate the 1. Reference Open Loop SAN EIRP by spot beam by channel type corresponding to the: a) Nominal User Link margin vs. Elevation profile by channel type using the parameters defined in Section 6.49.4.3, Accuracy of Reference SAN EIRP Calculation. 6.49.4.2. PARAMETERS FOR REFERENCE MAXIMUM AND INITIAL SAN EIRP CALCULATION 6.49.4.2.1. The following parameters shall be used: 1 Mobile-link space spreading (1/R(squared)) loss, satellite to UT, by spot beam 2 Mobile-link spot-beam transmit gain: a) at the centre of the spot beam coverage (TCH/DCCH) b) at the edge of coverage of the spot beam (BCCH/SCH/PCH/AGCH and BCCH/HP SCH/HP and NCH/HP) 3 satellite forward-link (C to S band) transponder gain in each \ transponder channel 4 Nominal value of User Terminal G/T 5 Planned Maximum Link Margin and Planned Initial Link Margin corresponding to the elevation at the centre of the spot beam 6 Nominal feeder-link spreading (1/R(squared)) loss, assuming that the SAN is at the subsatellite point of the satellite. Page 98 of 245 ICO Proprietary and Confidential 826 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.49.4.3. ACCURACY OF REFERENCE SAN EIRP CALCULATION 6.49.4.3.1. The SRMC shall determine the reference SAN EIRP values with a maximum calculation error of [(plus or minus)0.1] dB from the value needed for the planned link margin excluding the errors due to source data accuracy. 6.49.5. SATELLITE EIRP MONITORING 6.49.5.1. SAN/SATELLITE EIRP CALCULATIONS 6.49.5.1.1. The SBS shall calculate the actual aggregate SBS transmit EIRP relative to the reference SAN EIRP by satellite spot beam (including allowance for voice activity factor) and shall transfer the data to the SAN-OSS. 6.49.5.1.2. The SAN-OSS shall calculate the actual weighted aggregate SAN transmit EIRP in total by satellite corresponding to the actual traffic from the data for each spot beam provided by the SBS, as a performance data for long term planning purposes. 6.49.5.1.3. The NMS shall provide calculation of the actual total satellite S-band RF power of each satellite. 6.49.6. SATELLITE RF POWER OVERLOAD MANAGEMENT 6.49.6.1. The NMS shall implement capabilities for RF power monitoring in the event that satellite RF power demand exceeds predicted requirements. 6.49.6.2. The NMS shall have the capability to determine from PCS telemetry data, whenever applicable: 1. estimates of the total satellite S-band RF power consumption for each satellite. 2. whether the satellite is being driven into overload. 6.49.6.3. The NMS shall collect the monitored data from the SAN, and shall generate an alarm that signifies when an overload condition starts and ends for each satellite in total and by SAN. 6.49.6.4. In the event of detection of overload of any satellite, the SRMC shall take into consideration for the next operational plan. 6.49.6.5. In the event of detection of overload of any satellite, the NMS shall have the capability [for the operator] to reconfigure the SBS to perform one or more of the following: 1. Implement the diversity power saving mode, 2. Decrease the diversity ratio in steps until no diversity occurs, 3. Stop the establishment of new calls. 6.50. SPECTRUM MANAGEMENT 6.50.1. FUNCTIONAL REQUIREMENTS FOR THE GENERATION AND DISTRIBUTION OF SRMC DATA 6.50.1.1. The functional requirements for the SRMC shall be: 1. Generation of BTFPs and assignment of them to SANs. 2. Generation of Satellite channelisation plans (i.e., Transponder plans) and assignment of them to SANs. 3. Generation of frequency related parameter contents for system information broadcasting. 6.50.1.2. The NMS shall: 1. Establish and maintain a database of BTFPs and Satellite Channelisation Plans in advance of the time they are needed and a log of which data has been sent and acknowledged. Page 99 of 245 ICO Proprietary and Confidential 827 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 2. Communicate the data to the SANs and the ICO provided Central PCS. 3. Manage the data flows to ensure that the data is synchronised between NMS, SANs and the Central PCS. 4. Generate alarms and provide facilities for recovery in the event that the data is not sent and acknowledged successfully. 6.50.2. PERFORMANCE REQUIREMENTS 6.50.2.1. GENERAL 6.50.2.1.1. The capabilities of the SRMC shall be demonstrated by a combination of means of design analysis, simulation and test as defined in the following sections. 6.50.2.1.2. The requirements shall be met for test purposes. 6.50.2.2. TRAFFIC LEVELS VERSUS SPECTRUM USAGE 6.50.2.2.1. The SRMC shall be capable of generating plans for carrying the traffic levels within the aggregate amounts of spectrum, available in the different co-ordination regions, as listed in Table 6-6. 6.50.2.2.2. TABLE 6-6 TRAFFIC LEVEL VERSUS SPECTRUM ---------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------- TRAFFIC LEVEL AGGREGATE MOBILE LINK SPECTRUM AGGREGATE FEEDER LINK AGGREGATE BUSY HOUR ERLANGS OF PER DIRECTION OF TRANSMISSION SPECTRUM HANDHELD VOICE OR EQUIVALENT TRAFFIC (MHZ) PER DIRECTION OF TRANSMISSION (PERCENT OF TOTAL) (MHZ) IN EACH POLARISATON - ----------------------------------------------------------------------------------------------------------------------------- 100 [10] [50] - ----------------------------------------------------------------------------------------------------------------------------- 75 [8] [42] - ----------------------------------------------------------------------------------------------------------------------------- 50 [6] [34] - ----------------------------------------------------------------------------------------------------------------------------- 25 [4] [26] - ----------------------------------------------------------------------------------------------------------------------------- Aggregate Busy Hour Aggregate Mobile Link Spectrum Erlangs is as defined in Annex 1 is defined as sum of the spectrum in each usable sub- band in a co-ordination region - -----------------------------------------------------------------------------------------------------------------------------
Notes on Table 6-6: 6.50.2.2.3. Note 1 Traffic level is defined in terms of requirements for supporting communications to handheld voice terminals carrying voice or other services utilising one TDMA slot and including all requirements for signalling and HPN. The impact of multiple services is defined elsewhere. 6.50.2.2.4. Note 2 The specified Traffic levels are to be carried subject to simultaneous availability of the Aggregate Mobile Link Spectrum and Aggregate Feeder Link Spectrum. 6.50.2.2.5. The plans generated by the SRMC shall be capable of simultaneously providing grade of service better than 10% worst case, in the sub cell (delay class of a spot beam) at 100% loading (4500 channels + 40% diversity) 6.50.2.2.6. The SRMC-generated plans shall be capable of carrying the specified traffic levels: 1. with traffic distributions around the globe as defined in 6.50.3.1 2. with diurnal traffic variations as defined in 6.50.3.2 3. where the mobile link spectrum used may be a) different in different co-ordination regions as indicated in Figure 6-2 and Table 6-7 b) different in any co-ordination regions of similar area 4. where the mobile link spectrum in each co-ordination region Page 100 of 245 ICO Proprietary and Confidential 828 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 a) is in sub-bands as specified in Figure 6-2 and Table 6-7 b) is in any number of sub-bands up to 5, the smallest being 1MHz, or c) is in a contiguous block 6.50.2.2.7. These requirements shall be met for test purposes: 1. for all possible combination of satellite positions in the baseline satellite constellation 2. while providing diversity path allocations for at least 80% of calls for UTs which are in coverage of more than one satellite. Page 101 of 245 ICO Proprietary and Confidential 829 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 [CO-ORDINATION REGIONS DIAGRAM] 6.50.2.2.8. FIGURE 6-2 CO-ORDINATION REGIONS Page 102 of 245 ICO Proprietary and Confidential 830 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.50.2.2.9. TABLE 6-7 FREQUENCY SUB-BANDS IN CO-ORDINATION REGIONS
Return Forward S-band FCR FCR FCR FCR S-band FCR FCR FCR FCR MHz 1 2 3 4 MHz 1 2 3 4 1985 X X 2170 X X 1986 X X X 2171 X X X 1987 X X X 2172 X X X 1988 2173 1989 X X 2174 X X 1990 X 2175 X 1991 X X 2176 X X 1992 X X 2177 X X 1993 X X 2178 X X 1994 X 2179 X 1995 X 2180 X 1996 X X 2181 X X 1997 2182 1998 X X 2183 X X 1999 2184 2000 X 2185 X 2001 X 2186 X 2002 X 2187 X 2003 X 2188 X 2004 2189 2005 2190 2006 2191 2007 X X 2192 X X 2008 2193 2009 X X 2194 X X 2010 X 2195 X 2011 X X 2196 X X 2012 X X 2197 X X 2013 X X 2198 X X 2014 X 2199 X 2015 X 2200 X
Note: In this example the forward and return allocation patterns are shown to be the same - this will not be the case in reality. Table 6-7 is provided just as an example/test case. The frequency planning algorithm must treat the forward and return directions separately and independently. Page 103 of 245 ICO Proprietary and Confidential 831 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.50.2.3. IMPACT OF MULTIPLE SERVICES 6.50.2.3.1. Separate pools of timeslots and frequencies shall be provided for 1. HPN 2. MP signalling channels 3. MP dedicated channels 4. NP dedicated channels 6.50.2.4. SPECTRUM RESOURCES TO BE MANAGED 6.50.2.4.1. The SRMC shall generate plans to manage the following satellite spectrum resources on a per channel basis, for mobile and feeder links, in both the forward and return directions. 6.50.2.4.2. The SRMC shall generate plans for frequency and TDMA timeslot resources for the following carrier types: 1. TCH/SDCCH 2. BCCH/SCH 3. PCH/AGCH 4. RACH 5. BCCH/HP 6. SCH/HP 7. ACK/HP 8. NCH/HP 6.50.2.4.3. The SBS and HPNS shall implement these plans according to their equipment resources. 6.50.2.5. GENERATION OF TIME VARYING FREQUENCY PLANS FOR ICO SATELLITES. 6.50.2.5.1. The SRMC shall generate time varying frequency plans: 1. for all satellites in the ICO satellite constellation; 2. which provide access via SANs to all spot beams of all satellites; 3. compatible with the satellite channelisation; 4. providing resources to support all types of traffic, DCCH, common signalling and HPN; 5. separately for each type of traffic, DCCH, common channel signalling and HPN; 6. providing capacity according to traffic predictions by traffic type by SAN for each spot beam of each satellite; 7. which are co-ordinated between satellites to allow the near instantaneous reuse of frequencies to be minimised both intra and inter-satellite; 8. which allow the grade-of-service in each spot beam to be maximised whenever spare spectrum is available; 9. which utilise all transponder filters available to provide the maximum grade-of service in each spot beam of each satellite; 10. in advance of the time that they are required; 11. subject to the spectrum allocation constraints; 12. subject to the interference management requirements; Page 104 of 245 ICO Proprietary and Confidential 832 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 13. which change slowly to minimise the impact on handovers; 14. which change slowly and incrementally without interruption; 15. which have a granularity of one TDMA carrier. 6.50.2.6. GENERATION OF TIME VARYING TRANSPONDER PLANS FOR EACH ICO SATELLITE 6.50.2.6.1. The SRMC shall generate time varying satellite transponder plans: 1. for all satellites in the ICO satellite constellation; 2. which encompass the carrier frequencies used in the frequency plans; 3. in advance of the time that they are required; 4. which have a granularity of one channelisation filter. 6.50.2.7. DISTRIBUTION OF TIME VARYING TRANSPONDER PLANS TO ICO SATELLITES 6.50.2.7.1. The NMS shall deliver transponder plans to the Central PCS so that it can upload them: 1. to all satellites in the ICO constellation; 2. in advance of the time required; 3. such that the satellite transponder allocations on the satellites are synchronised to the planned allocations [90 minutes]. 6.50.2.8. ASSIGNMENT OF TIME VARYING POOLS OF FREQUENCIES AND TIMESLOTS TO SANS 6.50.2.8.1. The SRMC plans shall assign time varying pools of frequencies and timeslots: 1. to all SANs; 2. for all spot beams and all satellites, planned to be accessed by each SAN; 3. according to the planned traffic requirements of each SAN for each spot beam of each satellite. 6.50.2.9. DISTRIBUTION OF TIME VARYING POOLS OF FREQUENCIES AND TIMESLOTS TO SANS 6.50.2.9.1. The NMS via the DCN and SAN-OSS shall distribute pools of frequencies and timeslots to each SAN: 1. in advance of the time required; 2. such that the pools of frequencies known to each SAN are synchronised to the plans. 6.50.2.10. ON DEMAND ALLOCATION BY SBSS OF TIMESLOTS FROM TIME VARYING POOLS 6.50.2.10.1. SBS DEDICATED CHANNEL ALLOCATIONS 6.50.2.10.1.1. The SBS shall allocate resources from pools of frequencies and timeslots at each SAN on demand according to requirements for use in communications sessions for the signalling phase and traffic phase. 6.50.2.10.1.2. The SBS shall return resources to the pools when they are no longer in use so that they are available for further use. 6.50.2.10.1.3. Call setup allocations shall be processed with high priority relative to handovers and diversity changes. 6.50.2.10.1.4. The SBS shall change, in real-time, the resources allocated to each UT for call maintenance. 6.50.2.10.1.5. The SBS shall, subject to the resources allocated to it, maintain an acceptable grade-of-service and continue existing calls with an acceptable success probability. Page 105 of 245 ICO Proprietary and Confidential 833 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.50.2.10.1.6. The SBS shall prioritise use of resources in the following order: 1. to maintain existing calls through provision of handovers; 2. to start new calls; 3. to provide diversity allocations. 6.50.2.10.1.7. Subject to the above priorities, the SBS shall provide diversity path allocations to all UTs in sight of two or more satellite when there are a sufficient number of resources available. 6.50.2.10.1.8. The SBS shall rotate resources to minimise near instantaneous frequency reuse amongst the resources available to each SAN. 6.50.2.10.1.9. The SBS shall have capability to change resource allocation for each communications session to take account of: 1. handover within a delay class from one frequency to a different frequency; 2. handover from delay class to delay class within a spot beam; 3. handover from spot beam to spot beam on the same satellite; 4. handover from a spot beam on one satellite to a spot beam on different, diversity, satellite; 5. handover from SAN to SAN; 6. diversity addition; 7. diversity removal. 6.50.2.10.1.10. The SBS shall allocate resources for handover so that they are used for the minimum practicable overlap time and are released as soon as communication is successfully established on the new channel. 6.50.2.10.1.11. The SBS shall assess the resources available for each handover and shall give priority for handovers to be make before break allowing a reasonable time for such resources to become available for such purpose before implementing the handover using break before make. 6.50.2.10.1.12. The SBS shall perform a frequency handover when a frequency resource is planned to become unavailable. 6.50.2.10.1.13. The SBS shall perform handovers when propagation delays reach specific time delay arc thresholds. 6.50.2.10.1.14. The SBS shall perform intra-satellite spot-beam handovers based on a the following information where individual parameters have configurable thresholds: 1. UT predicted to move to a new spot-beam coverage; 2. current spot-beam load factor at or above threshold; 3. signal quality measurements in old and new spot beams. 6.50.2.10.1.15. The SBS shall perform inter-satellite handovers based on of the following information where individual parameters have configurable thresholds: 1. signal quality measurements of channels on both satellites; 2. satellite(s) elevation angle(s); 3. satellite(s) load factor(s). 6.50.2.10.1.16. The SBS shall perform SAN to SAN handovers based on of the following information where individual parameters have configurable thresholds: 1. insufficient resources available at current SAN to maintain call; 2. signal quality measurements of satellites visible to the UT. Page 106 of 245 ICO Proprietary and Confidential 834 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.50.2.10.1.17. The SBS shall perform diversity addition based on the following information where individual parameters have configurable thresholds: 1. signal quality measurement reports of satellites visible to the UT; 2. elevation and azimuth of satellites visible to the UT. 6.50.2.10.1.18. The SBS shall perform diversity removal based on the following information where individual parameters have configurable thresholds: 1. signal quality measurement reports of satellites visible to the UT; 2. elevation and azimuth of satellites visible to the UT. 6.50.2.10.1.19. The SBS shall have the capability to, whenever possible, assign the same TDMA timeslots post-handover as were used pre-handover for each call. 6.50.2.10.1.20. The SBS shall have the capability to bar dedicated channel frequencies dependent upon the service area of the UT in accordance with a table which indicates for each service area the frequencies which are not permitted. 6.50.2.10.2. COMMON SIGNALLING CHANNELS 6.50.2.10.2.1. the SRMC shall generate frequency and timeslot plans for common signalling channels i.e. for BCCH, RACH, PCH and AGCH. 6.50.2.10.2.2. The SBS shall operate according to the plan provided by the SRMC. 6.50.2.11. QUANTITATIVE CONSTRAINTS ON FREQUENCY PLANS 6.50.2.11.1. The plans generated by the SRMC shall achieve the following: 6.50.2.11.2. Frequency reuse beams shall be separated by a spacing greater than or equal to the spacing required for a 4 cell reuse pattern. 6.50.2.11.3. The IGF shall implement a frequency planning algorithm which minimises the maximum number of reuses of any one frequency: 1. within the satellite field of view to 0(degrees) elevation in the return direction, and 2. for all beams of every satellite covering each UT's position for the forward direction. 6.50.2.11.4. The number of satellite filters to be used shall be 490 when 50 MHz of feeder link is available and pro rata for smaller amounts of feeder link. 6.50.2.12. SPECTRUM ALLOCATION CONSTRAINTS 6.50.2.12.1. The SRMC shall implement, in the frequency planning algorithms, capability to take account of the following constraints on the use of the mobile link and feeder link bands: 1. band sharing with other satellites; 2. band sharing with terrestrial systems; 3. non-contiguous allocations to ICO; 4. allocations which are exclusive to ICO or shared and can produce potential interference to or from ICO [in certain azimuth/elevation ranges]; 5. different allocations between different regions; 6. allocation constraints evolving over the lifetime of the system; 7. Tx/Rx frequencies need not have a fixed offset from one to another; 8. maintain continuity of spectrum allocation whenever possible. Page 107 of 245 ICO Proprietary and Confidential 835 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.50.2.13. SPECTRUM MANAGEMENT ALGORITHM FLEXIBILITY 6.50.2.13.1. The SRMC shall be capable of implementing any possible realistically implementable methods for planning the use of frequencies and allocating radio paths for calls which enable the spectrum efficiency to be maximised subject only to fundamental limitations of satellite antenna performance/isolation, satellite channelisation, and acceptable levels of interference. For example, when spectrum efficiency is at a premium due to traffic pressure, each SAN shall be allocated the minimum spectrum resource required to provide each service at the required quality, with any unused resources available for use by other SANs. 6.50.2.13.2. Within limits imposed by the non-linear nature of the RF channel, the SRMC planning algorithms shall provide capability to trade-off spectrum efficiency vs. link quality i.e. 1. to enable excess spectrum to be used to give improved channel performance through reducing intra-system interference; 2. to accommodate extra traffic in limited spectrum by accepting reductions in channel performance below nominal due to additional intra-system interference. 6.50.3. SPECTRUM MANAGEMENT REFERENCE TRAFFIC DISTRIBUTION 6.60.3.1. TABLE 6-8 REFERENCE TRAFFIC DISTRIBUTION (NUMERICAL) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.05 0.13 0.13 0.14 0.14 0.14 0.14 0 0 0 0 0.63 0.67 1.28 0.85 0 0.09 0.09 0 0.03 0.01 0.03 0.07 0.07 0.18 0 0 0.09 0.15 0.4 1.05 1.65 1.72 1.99 2.16 1.21 0.51 0 0.02 0.03 0.79 2.93 2.3 0.54 0.12 0.05 0.06 0.14 1.19 2.06 3.54 2.94 2.1 3.12 0.08 0.53 0.03 0.03 0.03 0.1 0.61 2.13 0.62 0.62 0.06 0.06 0.1 0.92 3.38 1.69 1 1.05 4.87 1.71 1.45 0.09 0.06 0.03 0.12 0.08 0.37 1.87 1.88 0.04 0.03 0.17 0.53 0.51 0.11 0.69 0.06 0.42 0.59 1.35 0.03 0.03 0.03 0 0.09 0.09 0.87 0.54 1.22 0.84 0.03 0 0.28 0.23 0.66 0.09 0.06 0.09 0.07 0 0 0 0 0 0.03 0.06 0.29 3.56 0.06 0.03 0.03 0.25 1.09 1.2 0.15 0.03 0.03 0.07 0 0 0 0 0 0 0.03 0.76 0.59 0.06 0.03 0.03 0.03 1.4 0.03 0.03 0 0 0 0.06 0 0 0 0 0 0.03 0.06 0.06 0.03 0 0 0.03 0.03 0.03 0 0 0 0 0.06 0 0 0 0 0 0.03 0.03 0.03 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0.09 0.09 0.09 0.09 0.09 1.84 0.86 0 0 0 2.27 2.52 0.12 0 0 2.33 0.91 0.18 0.09 0.06 1.06 0.86 0.12 0.03 0.03 0.86 0.33 0.08 0.06 0 0.1 0.25 0.24 0.1 0.09 0.07 0.04 0.05 0.1 0.12 0.03 0.05 0.07 0.09 0.09 0 0 0 0.06 0.06 0 0 0 0 0
Page 108 of 245 ICO Proprietary and Confidential 836 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 [LINE GRAPH] 6.50.3.2. FIGURE 6-3 REFERENCE DIURNAL TRAFFIC VARIATION 6.51. INTERFERENCE MANAGEMENT 6.51.1. The SBS shall detect the failure of demodulation, log these events, and report these events to the SAN-OSS. 6.51.2. The SRMC shall have the capability to use frequencies that minimise the effects of external radio interference in to the ICO system. 6.51.3. The SRMC shall have the capability to use frequencies that minimise the radio interference caused by ICO in to other systems and geographical regions. 6.51.4. The interference avoidance planning shall take account of: 1. regulatory constraints on a regional/national basis 2. external interference becoming (or predicted to become) excessive. 6.51.5. The SRMC planning capability for predictable interference events shall include: 1. switching off SAN transmissions at certain azimuth/ elevations 2. adjustment of the satellite filter configuration (spot-beam, frequency) to avoid predictable interference subject to spectrum resource availability. 6.51.6. The SBS response to failed allocation events shall include, where practicable according to Air Interface structured procedures: 1. changing the allocated channel to a different one on the same satellite 2. changing the allocated channel to a different one on a different diversity satellite. 6.51.7. The SRMC shall contain a database of regulatory constraints. The database shall contain for all geographical regions what mobile and feeder link frequencies can and cannot be used. Page 109 of 245 ICO Proprietary and Confidential 837 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.51.8. The SRMC shall contain a database of predictable interference sources in the mobile and feeder link frequencies. The database shall contain at least the following information: 1. For each interference source in to ICO: a. location/orientation information b. operating frequencies, time of operation c. antenna parameters. 2. For ICO interference into other systems: a. location/orientation information b. operating frequencies, time of operation. 6.51.9. The SRMC shall have the capability to update the data stored for the regulatory constraints to reflect changes in frequency allocations and co-ordinations. 6.51.10. The SRMC shall have the capability to update the data stored for the external interference sources to reflect: 1. the results of interference statistics analysis 2. new interference sources being found 3. existing interference source becoming obsolete. 6.51.11. The SRMC shall be able to use the above capabilities to plan to avoid mobile link interference from the following sources: 1. Terrestrial Fixed Services 2. Radar 3. Aggregate background interference level. 6.51.12. The SRMC shall be able to use the above capabilities to plan to avoid to feeder link interference from the following sources: 1. other MSS systems 2. predictable MS systems. 6.51.13 The SRMC shall be able to use the above capabilities to plan to avoid causing excessive levels of interference to the following systems in the mobile link: 1. FS systems 2. Radar 3. MS systems. 6.51.14. The SRMC shall be able to use the above capabilities to plan to avoid causing excessive levels of interference to the following systems in the feeder link: 1. other MSS systems 2. Radio Astronomy sites 3. Aircraft MLS systems. 6.52. HPN REQUIREMENTS 6.52.1. HPN GENERAL REQUIREMENTS 6.52.1.1. The IGF shall support the applications defined in the appendices of ICO 103.40. 6.52.1.2. The IGF shall support TS ICO 05.xx, TS ICO 04.xx, TS ICO 103.40 and TS ICO 104.08. Page 110 of 245 ICO Proprietary and Confidential 838 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.52.2. BASIC CAPABILITIES FOR HPN 6.52.2.1. The IGF shall: 1. be capable of transmitting HP messages on NCH/HP channels 2. be capable of providing regular synchronisation bursts for all UTs 3. provide the NCH/HP configurations as given in ICO 05.xx series 4. be capable of supporting the NCH/HP configurations on any and all spot beams of any and all satellites 5. support capability to transmit NCH/HP to a UT a. in any one beam b. on any or all satellites c. in serial, or, for high priority messages in parallel up to a maximum of 2 satellites 6. support operational control of NCH/HP based on load related message repeat strategy 7. be capable of transmitting HPN real time PCS commands to the satellites. 6.52.3. HPN MESSAGE TRANSMISSION AND RECEPTION 6.52.3.1. The IGF shall support the transmission of HPN signal types to the UT specified in the Al. 6.52.3.2. The HPN subsystem shall format and transmit the appropriate notification message to the subscriber. 6.52.3.3. When required to send a NCH/HP message, the HPN subsystem shall, according to NMS operator configurable and settable priorities: 1. send the NCH/HP on any or all satellites covering the UT's stored last registered position 2. send the NCH/HP in the spot beam of each satellite covering the UT's stored last registered position 3. if no response is received, repeat the NCH/HP an NMS configurable number of times. 6.52.3.4. The HPN subsystem shall support the reception of acknowledgement signals from the UT at the frequency and time indicated on the successful forward message transmission. 6.52.3.5. The IGF shall support the HPN channels by broadcasting appropriate information on the MP and HP BCCH channels. 6.52.4. SECTION NOT USED 6.52.5. HPN FREQUENCY PLANNING 6.52.5.1. The SRMC shall support the use of HPN frequencies at defined flux density levels conforming to agreed regulatory constraints. 6.52.5.2. The SRMC shall ensure that HPN frequencies are selected to minimise interference to ICO from other sources. 6.52.5.3. The SRMC shall prevent interference on the Feederlink to other systems. 6.52.5.4. The SRMC shall minimise service degradation whilst avoiding interference to other systems by preventing HPN subsystems which will cause interference from transmitting. 6.52.5.5. In the forward direction, Page 111 of 245 ICO Proprietary and Confidential 839 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 1. The SRMC shall provide 2 mobile link frequencies in the different satellite S-band frequency slots, if required and possible, in every satellite beam for use in the NCH/HP channels. 2. The SRMC shall also provide up to 2 mobile link frequencies which shall be different from those for NCH/HP but in the same satellite S-band frequency slots as for the NCH/HP, if required and possible, in every satellite beam for use in BCCH/HP channels. 3. The SRMC shall ensure that the HPN transponder is not used to transmit into known regions in particular azimuth and elevation ranges where this would cause interference to other systems. 4. The SRMC and NMS subsystems shall support the transfer of information to the UT to ensure that the UT and the network have a co-ordinated time and frequency rotation sequence in the forward channels. 6.52.5.6. In the return direction, 1. The SRMC shall support one acknowledgement channel in every beam considering inter system interference. 2. The SRMC shall plan the HPN return link frequencies considering the limited antenna isolation and interference into the satellite from other users (intra system interference). 3. The IGF shall broadcast using BCCH/MP the information on the frequencies to be used in the ACK/HP channel. 6.52.5.7. The SRMC shall plan and generate the HPN channelisation plans for the constellation consistent with continuous availability of the HPN transponder capacity, taking into account the constraints of the on-board HPN index tables. 6.52.5.8. The SRMC/NMS shall plan and generate the information needed to manage the on-board HPN index tables (active, standby and two backup HPN BFG triplet tables with index numbers) for the constellation consistent with continuous availability of the HPN transponder capacity, taking into account the constraints of the on-board HPN index tables. 6.52.5.9. The SRMC/NMS shall plan the timing of switching among active, standby, and two backup on-board HPN index tables to ensure that the frequencies required for operation in a region can be provided, taking into account the constraints of the on-board HPN index tables. 6.52.5.10. The SRMC/NMS shall transfer the HPN channelisation plans for each satellites to the HPN subsystems and the HPN-PCS subsystems in that sub-satellite network. 6.52.5.11. The SRMC/NMS shall transfer the information on the on-board HPN index tables and its switching timing for each satellites to the HPN subsystems and the HPN-PCS subsystems in that sub-satellite network. 6.52.6 HPN SYNCHRONISATION PLANNING 6.52.6.1. The IGF shall permit access on a burst-by-burst basis to the forward and return HPN channels from any SAN in view of the satellite. 6.52.6.2. The IGF shall transmit HPN and BCCH at the appropriate times to ensure that the satellite peak power does not rise above the level to be used when only HPN or BCCH is to be used. 6.52.6.3. The HPN subsystem shall pre-correct the frequency to allow for the Doppler components of uplink feeder link and downlink mobile link. 6.52.7. HPN SATELLITE CONTROL 6.52.7.1. The HPN-PCS subsystem and HPN subsystem shall operate in a co-ordinated manner to ensure that real-time satellite control commands and HPN messages arrive at the satellite with a fixed time offset. Page 112 of 245 ICO Proprietary and Confidential 840 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.52.7.2. The HPN-PCS shall permit switching of the HPN transponder on a burst-by-burst basis for the transmission of HPN information. 6.52.7.3. The HPN-PCS shall permit switching of the HPN transponder channelisation (i.e. the HPN Index Tables) such that there is no loss of HPN transmitting capacity. 6.52.7.4. The IGF shall ensure that knowledge of the HPN transponder channelisation is shared by the NMS and the ICO provided CPCS 6.52.7.5. The IGF shall ensure that knowledge of the frequency availability in each beam is shared by the NMS and the HPN LSRMS subsystems in the sub-satellite network. 6.25.7.6. Deleted. 6.52.7.7. The detailed command formats and protocols to be exchanged between the HPN-PCS and the ICO satellite shall be as specified in the Payload to Ground Interface Control Document (TBD). 6.52.7.8. The HPN-PCS subsystems at all SANs shall be co-ordinated to ensure that only one HPN-PCS subsystem can access a particular HPN-PCS command channel at a given time. 6.52.7.9. The HPN-PCS subsystems shall interface with primary and backup NMC for the purpose of exchanging data through the HPN OAM and the SAN-OSS. 6.52.7.10. The HPN subsystem and HPN-PCS subsystem shall transmit messages (HPN) and index table selection/swapping commands (HPN-PCS) respectively ensuring that consistent index tables become available with no loss in HPN transponder capacity, provided that the real-time PCS commands are received at the satellite without error and also that any capacity loss is within the HPN subsystem availability constraints. 6.52.7.11. The HPN-PCS subsystem shall transmit real time HPN PCS commands to the ICO satellites such that they are available for use according to the channelisation plans. 6.52.8. HPN LOCATION PHASE PLANNING 6.52.8.1. The IGF shall transmit BCCH/HP information at the appropriate times and frequencies in each beam of each satellite as the satellites move to ensure that the UTs can achieve and maintain synchronisation. 6.52.8.2. The SRMC shall develop location phase time plans that allows, for the reference ICO constellation, transmission of BCCH/HP to every point on the Earth at the appropriate BCCH/HP time slot nominally every [10] HPN frames using maximum satellite diversity. 6.52.8.3. The SRMC shall develop location phase time plans which allows, for the reference constellation, transmission of BCCH/HP such that every point on the Earth receives a burst at least once every HPN frame using maximum satellite diversity. 6.52.8.4. The IGF shall, at registration on the ICO system, assign to each UT the parameters for BCCH/HP operation including: 1. Location Phase slot associated with the UT position (SBS) 2. Subscription status of the UT (MSSC). 6.52.9. HPN CHANNEL MANAGEMENT 6.52.9.1. The HPN subsystem at a SAN shall permit access on a burst-by-burst basis to the forward and return HPN channels from any SAN in view of the satellite. 6.52.9.2. The HPN subsystem shall permit all SANs in a sub-satellite network access to all satellites (forward and return HPN channels) on the basis of demand and with fair arbitration between SANs. 6.52.9.3. The HPN subsystem shall ensure that multiple SANs do not simultaneously access the forward link HPN satellite transponder. Page 113 of 245 ICO Proprietary and Confidential 841 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.52.9.4. The HPN subsystem shall co-ordinate the use of the return link channel in a beam-by-beam basis by assigning appropriate return link frequencies, and possibly signatures, for use on the acknowledgement channel. 6.52.9.5. The HPN subsystem shall implement a method of applying diversity to maximise message delivery success. Diversity methods shall be: 1. Satellite diversity 2. Time diversity (micro and macro). 6.52.9.6. The HPN subsystem shall apply diversity methods to maximise the overall grade of service considering: 1. Traffic levels 2. Message delay 3. Statistics (temporal and spatial) on channel decorrelation 4. History of frequencies used in previous message transmission attempts. 6.52.9.7. The HPN subsystem shall take into account the acknowledgement channel receiver availability when transmitting HPN messages to ensure that scheduled acknowledgements can be processed. 6.52.9.8. The HPN subsystem shall be capable of transmitting messages via remote SAN sites if this can increase the satellite coverage of the destined UT. 6.52.9.9. Key parameters of the HPN subsystem shall be configurable by the NMC. The NMS and HPN subsystems shall provide: 1. Mechanisms to modify distributed algorithms (e.g. scheduling algorithms), to provide an upgrade path, ensuring that a consistent version is used at all points requiring co-ordination. 2. Mechanisms to modify the satellite selection criteria as a function of azimuth and elevation to the UT. 3. Mechanisms to modify the message repeat parameter as a function of traffic load. 4. Mechanisms to control the ACK/HP detection threshold. 5. Mechanisms to increase or decrease the HPN capacity by modifying the interleaving factor ensuring that the UT can benefit by reduced idle mode when the capacity reduces. 6.52.9.10. The HPN subsystem shall transmit the location phase bursts (BCCH/HP) in accordance with the HPN location phase plans received from the SRMC. 6.52.9.11. The HPN Subsystem at the SAN shall plan the contents of the BCCH/HP to ensure that the UTs can maintain correct operation. 6.52.9.12. The SBS shall provide to each UT information on the time and frequencies to be used to receive the BCCH/HP as provided by SRMC. 6.52.9.13. The SBS shall broadcast using BCCH the information on the frequencies to be used in the ACK/HP channels as provided by SRMC. 6.52.9.14. The SBS shall broadcast using BCCH the information on the frequencies to be used in the NCH/HP channels. 6.52.10. HPN SUBSYSTEM SYNCHRONISATION 6.52.10.1. The HPN channel units shall be synchronised with the medium penetration channels. Page 114 of 245 ICO Proprietary and Confidential 842 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.52.10.2. The Timing and Synchronisation provided by the reference clock and system timing subsystem to the HPN subsystem shall consist of a 10 MHz reference clock and a GPS based time reference (absolute time code, and 1 pulse per second signal). 6.52.10.3. In addition time varying delay to the satellite information with an accuracy of [5 usec] for each visible satellite shall be provided to the HPN subsystem. 6.52.10.4. The HPN Channel Units shall be synchronised such that there shall not be a significant overlap of the signals at the satellite which may cause peak power fluctuations or loss of signal quality. 6.52.10.5. The HPN subsystem shall provide the 10 MHz reference clock and a GPS based time reference to the HPN-PCS subsystem. 6.53. SAN AIR INTERFACE REQUIREMENTS 6.53.1. C-BAND TRANSMIT REQUIREMENTS 6.53.1.1. NOMINAL EIRP OF C-BAND COMMUNICATION CARRIERS 6.53.1.1.1. The EIRP of each type of C-band communication carriers shall be able to be adjusted at the following nominal values under the clear weather conditions when the satellite gain is set to its nominal values and the satellite is located at the zenith of the SAN and to the direction of 20 degrees elevation angles from the UT: 1. TCH 48.6 dBW 2. BCCH 53 dBW 3. HPN 56 dBW 6.53.1.2. EIRP REQUIREMENT FOR SRMS/HPN COMMAND CARRIERS 6.53.1.2.1. EIRP of the SRMS command and the HPN PCS command carriers shall be able to be adjusted at the following nominal level under the clear weather conditions when the satellite is located at the zenith: 1. SRMS Command 55.3 dBW 2. HPN PCS Command 55.3 dBW 6.53.1.3. EIRP REQUIREMENT FOR TT&C COMMAND CARRIER 6.53.1.3.1. EIRP of the TT&C command carrier shall be able to be adjusted to: 1. 66 dBW for normal operation sharing with the communication carriers, 2. 81 dBW for dedicated emergency and OICD/IOT operation, by setting the IF levels at the interface point specified in the TT&C to ICD. 6.53.1.4. MAXIMUM OPERATING EIRP PER POLARISATION 6.53.1.4.1. The SAN shall be able to transmit multiple carriers with total EIRP of 77 dBW for each polarisation. 6.53.1.4.2. In case of the TT&C emergency operation mode, the SAN shall be able to transmit a single TT&C command carrier with EIRP specified in Section 6.53.1.3. 6.53.1.5. RF EQUIPMENT GAIN CONTROL RANGE 6.53.1.5.1. For the communication signals, including SRMS/HPN PCS command signals, the RF transmit subsystem shall include provisions for remote controllable gain adjustment to compensate for the C-band propagation path loss changes and the gain setting changes and/or the gain variations of the common part of the satellite transponder. Page 115 of 245 ICO Proprietary and Confidential 843 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.53.1.5.2. The gain adjustment range of the RF transmit subsystem shall be at least +6 dB, - 14 dB around the nominal EIRPs specified in Section 6.53.1.1 and Section 6.53.1.2 with nominal steps of 0.5 dB or less. 6.53.1.5.3. This gain adjustment capability shall also be used by the automatic power control system specified in Section 6.57.6. 6.53.1.5.4. the EIRP of the TT&C command carrier shall be adjusted at the TT&C ground equipment independent of the communications carriers. 6.53.1.6. EIRP ACCURACY AND STABILITY 6.53.1.6.1. The EIRP of each carrier except for the SRMS and HPN PCS command carriers shall be adjusted and maintained within plus or minus 1.5 dB of the required level when the Automatic Power Control (APC) system specified in Section 6.57.6 is disabled, and the maximum ambient temperature change is less than 10 degrees. 6.53.1.6.2. This accuracy and stability shall include all factors causing variation such as modulator, HPA and upconverter stability, antenna transmitting gain variation caused by tracking, and antenna beam pointing error. 6.53.1.6.3. This accuracy also shall include the frequency response of the transmit path. 6.53.1.6.4. Automatic level calibration and adjustment system, open loop or closed loop or combination, shall be provided if required to meet this specification. 6.53.1.6.5. The IGF shall assume that the Remote PCS equipment shall have the capability to set its IF level at the interface point to the RFT to adjust to the nominal EIRP of the PCS SRMS command carrier. 6.53.1.7. MULTICARRIER INTERMODULATION PRODUCTS (TBR) 6.53.1.7.1. When two tones each with EIRP of 3 dB below the maximum EIRP for multiple carrier operation specified in Section 6.53.1.4 are transmitted, the third order intermodulation product level shall be less than -26.8dB of each tone. 6.53.1.7.2. The Noise Power Ratio measured using multicarriers (up to 1,000 carriers), notched at the centre of the band, simulating the communication carriers, shall exceed 20.8 dB as a target at the output of the HPA under the following conditions: 1. Total power of the noise: corresponding to EIRP of 75dBW 2. Bandwidth of the noise: 25MHz (5199.5 - 5224.5 MHz) 6.53.1.8. OFF-AXIS EIRP DENSITY 6.53.1.8.1. At any angle A, which is 2.5 degrees or more off the main lobe axis of the antenna, the EIRP density in any direction should not exceed the following value specified in recommends 2 of Recommendation ITU-R S.524-5: ` Angle off-axis Maximum EIRP per 4 kHz 2.5 degrees <= A <= 7 degrees (32 - 25 log A) dB (W/4 kHz) 7 degrees < A <= 9.2 degrees 11 dB(W/4 kHz) 9.2 degrees < A <= 48 degrees (35 - 25 log A) dB(W/4 kHz) 48 degrees < A <= 180 degrees -7 dB(W/4 kHz) Note: This spec may not be met by TT&C carrier in emergency mode.
6.53.1.9. FREQUENCY RESPONSE 6.53.1.9.1. The frequency response of the transmit path shall be calibrated and maintained so that the requirements for EIRP accuracy and stability in Section 6.53.1.6 are met. Page 116 of 245 ICO Proprietary and Confidential 844 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.53.1.10. FREQUENCY STABILITY 6.53.1.10.1. The transmit frequency stability for communication carriers shall be so that the requirements in Section 6.58.4.4 is met when the AFC is enabled. 6.53.1.10.2. The transmit frequency stability for the TT&C carrier shall be referred to the TT&C to SAN Interface Control Document. 6.53.1.10.3. The local oscillators of the TT&C up-converters shall be independent of the SAN Master Reference Oscillators. 6.53.1.11. NOISE AND SPURIOUS EMISSIONS (IN-BAND) 6.53.1.11.1. In any 4 kHz band in the C-band transmit band specified in Section 6.57.1.4. excluding a band within 250% of the necessary bandwidth of each emission removed from the centre frequency of the carrier, the mean power of the inherent transmitter noise and all spurious signals, excluding harmonics and multicarrier intermodulation products, supplied to the antenna transmit port, shall be less than -43 dBW or less than -50dB of the carrier, whichever is greater, at any transmission level up to the total maximum operating EIRP specified in Section 6.53.1.4 with EIRP level settings for each carrier type as specified in Section 6.53.1.1, 6.53.1.2 and 6.53.1.3 irrespective of the RF power control specified in Section 6.58.5.1 plus upward output level control by the CU/modulator summarised below. 6.53.1.11.2. TABLE 6-9 CU/MODULATOR OUTPUT CONTROL RANGE
Carrier type CU/modulator output control range (upward) - --------------- ---------------------- TCH up to +4.4dB BCCH 0 dB HPN 0 dB SRMS Command 0 dB HPN Command 0 dB
6.53.1.12. NOISE AND SPURIOUS EMISSION (OUT-OF-BAND) 6.53.1.12.1. In any 4 kHz band between 9 kHz to 26 GHz, the mean power of spurious emissions, including harmonics and multicarrier intermodulation products, supplied to the antenna transmit port, shall be attenuated below the mean total output power of the transmitter by: 1. 25 dB at the frequency which is removed from the centre frequency of the transmit band by more than 50% up to 100% of the bandwidth of the transmit band 2. 35 dB at the frequency which is removed from the centre frequency of the transmit band by more than 100% up to 250% of the bandwidth of the transmit band 3. 43 dB plus 10 times the logarithm of the transmitter power (in Watts) at the frequency which is removed from the centre frequency of the transmit band by more than 250% of the bandwidth of the transmit band. 6.53.1.12.2. The above specification shall be met at any transmission level up to the maximum operating EIRP specified in Section 6.53.1.4. 6.53.1.12.3. If the spurious limits specified above become less than -43dBW in 4 kHz band, limit of -43 dBW in 4 kHz band shall apply. Page 117 of 245 ICO Proprietary and Confidential 845 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.53.1.13. PROTECTION OF THE MLS BAND 6.53.1.13.1. Every SAN shall have a TX filter after the HPA to protect the airborne receivers of the microwave landing system (MLS) operating in the frequency range between 5030 to 5091 and/or 5090 to 5150 MHz. 6.53.1.13.2. All emissions from the SAN in this frequency range shall be suppressed below - 66 dBW of EIRP in any 26 kHz bandwidth. 6.53.1.14. TOTAL PHASE NOISE OF THE SAN TRANSMIT CARRIERS (INCLUDING MODULATORS) (TBR) 6.53.1.14.1. The single sideband phase noise spectral density induced on any transmit carrier except for the SRMS command carrier shall not exceed the values below with the AFC functions enabled: Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz; F in Hz) 10 - 100 Hz -12 - 25 log F 100 - 800 Hz -22.2 - 19.9 log F 0.8 - 10 kHz -80 dBc 10-20 kHz +52.8 - 33.2 log F 20 - 100 kHz -90 dBc 6.53.1.14.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.53.1.14.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.53.1.14.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.53.1.14.5. In addition to the above, the following requirements shall be met: a) For offset frequencies up to 250 Hz, no discrete component shall exceed the limit mask by 10 dB. b) For offset frequencies from 250 Hz to 100 kHz, no discrete component shall exceed -50 dBc. 6.53.1.14.6. The above specification shall be met including the IF part of the modulators for communication carriers. 6.53.1.14.7. For the TT&C carrier, it shall be applied from the RFT IF input to the RF output. 6.53.2. C-BAND RECEIVE REQUIREMENTS 6.53.2.1. GENERAL 6.53.2.1.1. The SAN shall meet the demodulation performance requirements under the specified conditions as defined in this section. 6.53.2.2. SAN DEMODULATION PERFORMANCE REQUIREMENTS 6.53.2.2.1. The IGF shall meet the reference performance level as defined below. The reference performance level is defined as the C/No required at the SAN demodulator interface, excluding interference, for a bit error, a residual bit error or a frame erasure rate (whichever appropriate) corresponding to the reference rate. This reference sensitivity is specified in Tables 6-10, 6-11 and 6-12, according to the type of channel and the propagation condition. [Additional losses due to added thermal noise between the RFT antenna input and the demodulator baseband input shall be less than [0.1]dB.] Page 118 of 245 ICO Proprietary and Confidential 846 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.53.2.2.2. TABLE 6-10 REFERENCE SENSITIVITY PERFORMANCE FOR NOMINAL PENETRATION CHANNELS
CHANNEL REFERENCE RATE STATIC RICE 12_20 RICE 12_20 RICE RICE 7_200 TYPE 7_20 - ------- -------------- ------ ---------- ---------- --------- ---------- TCH/NS Raw BER=4% 48.5 tbd tbd tbd tbd TCH/2.4 Coder BER = 0.1% [50.4] tbd tbd tbd tbd TCH/4.8 Coder BER = 0.1% [47.9] tbd tbd tbd tbd SACCHT/T FER = 10% [46.3] tbd tbd tbd tbd FACCH FER = 10% [46.3] tbd tbd tbd tbd SDCCH/6 FER = 10% [46.3] tbd tbd tbd tbd SACCH/C6 FER = 10% [46.3] tbd tbd tbd tbd
6.53.2.2.3. TABLE 6-11 REFERENCE SENSITIVITY PERFORMANCE FOR MEDIUM PENETRATION CHANNELS
CHANNEL REFERENCE STATIC RICE 0_20 RICE 0_200 TYPE RATE - ------- --------- ------ --------- ---------- SDCCH/2 FER - 10% tbd tbd tbd SACCH/C2 FER - 10% tbd tbd tbd RACH FER - 10% tbd tbd tbd
6.53.2.2.4. TABLE 6-12 REFERENCE SENSITIVITY PERFORMANCE FOR HIGH PENETRATION CHANNELS
CHANNEL REFERENCE STATIC CLASS_20 CLASS_200 TYPE RATE - ------- --------- ------ --------- --------- HP-ACK tbd tbd tbd tbd
6.53.2.2.5. NOTE: TCH/S specification is measured at the output of the demodulator on 4800 bps coded bit stream. Specification will be refined when final codec structure (source and FEC coding) will be selected 6.53.2.2.5. The TBD performance values in Tables 6-10, 6-11 and 6-12 will be equal to simulated performance of state of the art demodulation algorithms which are implementable within the constraints of the provided Channel Units, plus an implementation margin of 0.5 dB. 6.53.2.2.6. All TBD values are to be provided by CDR. 6.53.2.2.7. The TBD performance values are to be achieved for all channels with 3-sigma, Gaussian distributed frequency errors of up to plus or minus [43] Hz which are random timeslot-to-timeslot, and with 3-sigma, Gaussian distributed input signal timing errors of up to plus or minus [14] usec which are random timeslot-to-timeslot. 6.53.2.2.8. The RACH performance values are to be achieved with a maximum input frequency uncertainty of plus or minus 2500 Hz and a maximum timing uncertainty of plus or minus [2] msec. 6.53.2.2.9. All demodulators shall recover to steady state performance within [2] seconds after a step change of up to 125 Hz and 25 usec, in addition to the steady state errors defined in 6.53.2.2.8 and 6.53.2.2.9. 6.53.2.2.10. Referring to Tables 6-10, 6-11, and 6-12, Ricek_fd is a Ricean channel with rice factor k dB and Doppler bandwidth plus or minus fd Hz and Class_fd is a classical (Rayleigh) Doppler channel with Doppler bandwidth plus or minus fd Hz, as specified in ICO 05.05. 6.53.2.3. ADDITIONAL DEGRADATIONS 6.53.2.3.1. Additional degradations to the reference sensitivity performance levels shall be limited to the following: Page 119 of 245 ICO Proprietary and Confidential 847 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.53.2.3.2. TABLE 6-13 DEGRADATIONS TO THE REFERENCE SENSITIVITY PERFORMANCE LEVELS
CONDITION CHANNEL MAXIMUM VALUE MAXIMUM DEGRADATION TO REFERENCE SENSITIVITY PERFORMANCE - --------- ------- ---------------------- ------------------------- Adjacent timeslot All Adjacent timeslots 12 dB [0.1] dB interference above wanted timeslot Adjacent channel All Adjacent frequencies 6dB [TBD] dB interference above wanted frequency Phase noise All +/-5 degrees [0.1] dB
Notes. A full acceptance test procedure shall be agreed with ICO by CDR. 6.53.3. S-BAND TX PERFORMANCE REQUIREMENTS 6.53.3.1. NOMINAL EIRP 6.53.3.1.1. The following are the nominal EIRP requirements by channel type: 1. TCH 6.8 dBW 2. RACH 6.8 dBW 6.53.3.1.2. Individual carrier EIRP is set by the output level of the corresponding CU. 6.53.3.2. MAXIMUM OPERATING EIRP 6.53.3.2.1. Maximum operating EIRP shall be 20 dBW. 6.53.3.2.2. For the IOT antenna the 20 W SSPA located near the antenna feed shall be capable of transmitting multicarrier at 34 dBW total EIRP with 20 dB NPR. 6.53.3.3. TRANSMITTER NOISE AND SPURIOUS SIGNAL (IN-BAND) 6.53.3.3.1. In any 4 kHz band in the S-band transmit band specified in Section 6.57.1.6, excluding a band within 250% of the necessary bandwidth of each emission removed from the centre frequency of the carrier, the EIRP of the inherent transmitter noise and all spurious signals, excluding harmonics and multicarrier intermodulation products, shall be less then -43 dBW. 6.53.3.4. NOISE AND SPURIOUS EMISSIONS (OUT-OF-BAND) 6.53.3.4.1. In any 4 kHz band between 9 kHz to 26 GHz, the mean power of spurious emissions, including harmonics and multicarrier intermodulation products, supplied to the antenna transmit port, shall be attenuated below the mean total output power of the transmitter by: 1. 25 dB at the frequency which is removed from the centre frequency of the transmit band by more than 50% up to 100% of the bandwidth of the transmit band 2. 35 dB at the frequency which is removed from the centre frequency of the transmit band by more than 100% up to 250% of the bandwidth of the transmit band 3. 43 dB plus 10 times the logarithm of the transmitter power (in Watts) at the frequency which is removed from the centre frequency of the transmit band by more than 250% of the bandwidth of the transmit band. 6.53.3.4.2. The above specification shall be met at any transmission level up to the maximum operating EIRP specified in Section 6.53.3.2. 6.53.3.4.3. If the spurious limits specified above become less than -43dBW in 4 kHz band, limit of -43 dBW in 4 kHz band shall apply. Page 120 of 245 ICO Proprietary and Confidential 848 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.53.3.5. TRANSMITTER PHASE NOISE (TBR) 6.53.3.5.1 The single sideband phase noise spectral density induced on any transmit carrier shall not exceed the values given below:
Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz; F in Hz) 10 - 100 Hz -12 - 25 log F 100-800 Hz -22.2 - 19.9 log F 0.8-10 kHz -80 dBc 10 - 20 kHz +52.8 -33.2 log F 20 - 100 kHz -90 dBc
6.53.3.5.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.53.3.5.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.53.3.5.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.53.3.5.5. In addition to the above, the following requirements shall be met: 1. For offset frequencies up to 250 Hz, no discrete component shall exceed the limit mask by 10 dB. 2. For offset frequencies form 250 Hz to 100 kHz, no discrete component shall exceed -50dBc. 6.53.3.6. EIRP ACCURACY AND STABILITY 6.53.3.6.1. Under normal weather conditions prevailing at the land earth station location, the EIRP of any S-band transmitted signal in the direction of the satellite shall be maintained within +2.5 dB and -2.5 dB of the desired level, provided that the transmitted carrier is calibrated at the transmitted frequency. 6.53.3.6.2. A monitoring coupler shall be provided at the S-band SSPA output. 6.53.3.7. TRANSMIT LEVEL CONTROL REQUIREMENT 6.53.3.7.1. The transmit subsystem shall include provisions for local gain adjustment in the HPA and the upconverter. 6.53.3.7.2. The combined gain adjustment range in the HPA and the upconverter shall be at least 20 dB, meeting the noise and spurious requirements specified in Section 6.53.3.3. 6.53.3.8. TRANSMIT FREQUENCY STABILITY 6.53.3.8.1. The frequency stability of the S-band TX subsystem shall be better than [plus or minus] Hz. 6.54. SECTION NOT USED 6.55. TRAFFIC PLANNING 6.55.1. The SRMC shall have the capability to predict the amount of traffic that will be offered to the system. 6.55.2. The SRMC shall produce traffic predictions for each position on the ground by: 1. service type 2. UT type Page 121 of 245 ICO Proprietary and Confidential 849 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 3. Diversity type 4. time of day 5. whether the traffic is mobile originated or mobile terminated. 6.55.3. The SRMC shall have the capability to represent the geographical areas used for traffic planning as follows: 1. fixed equal size ground cells 2. variable size ground cells 3. national/regional political boundaries 4. continental borders 5. economical/commercial regions. 6.55.4 The SRMC shall have the capability to update and optimise the traffic predictions by using actual carried traffic measurements provided by the NMS. 6.55.5. The NMS shall provide the SRMC with the actual traffic measurements of the global coverage using measurement data generated at each SAN. 6.55.6. The SRMC shall provide the facility for an operator to edit/modify the data used for traffic planning. 6.55.7. The SRMC shall provide the facility for prediction algorithms used in the traffic planning to be further developed and optimised in the light of operational experience, by means of an Application Programming Interface. Traffic algorithm development shall be introduced in the LNMC and functionally tested in a planned and controlled manner within the boundaries of the OT&DF. 6.55.8. The SRMC shall have the capability to use the traffic predictions produced by the traffic planning function to optimise the data produced by the following subsystems: 1. Coverage and Network Planning 2. Satellite Frequency and Channelisation Planning 3. EIRP Management. 6.55.9. The SRMC shall provide the capability to off-load traffic of any SAN approaching its capacity limit in terms of satellite-link resources by diverting the part of the traffic to adjacent lightly loaded SANs. 6.55.10. The SRMC shall provide the capability to detect significant changes in measured traffic from predicted values. 6.55.11. The SRMC shall provide the capability to respond to times when there are significant changes in measured traffic from predicted values, by re-allocation of available system resources accordingly. 6.55.12. The SRMC shall have the capability to perform short-term, middle-term and long-term trend analysis on predicted and measured traffic data. 6.55.13. The exact functional structure for traffic planning will depend on the design and implementation of the system but shall be based on the functional block diagram illustrated in the figure below. Page 122 of 245 ICO Proprietary and Confidential 850 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.4.11.2. It consists of these network elements (in the following referred to as the IN systems): Service Switching Function (SSF), Intelligent Peripherals (IP), Service Control Point (SCP), Service Management Point (SMP), Service Creation Environment (SCE). 7.8.4.11.3. Provisions shall be included for the operator to manage the IN systems adopted across the various ICONET elements. Such management shall encompass: 1. Fault Management - monitoring of IN systems (including SMAS, SCP) shall be provided including alarm surveillance, alarm analysis. Fault detection, fault location and fault correction is required. 2. Alarm forwarding shall be supported from SMP/SCP to the NODE-OS (F/R) 3. Configuration Management - this shall encompass MSSC (SSF) and SS#7, network change introduction and maintenance support. It shall be possible to configure event thresholds. 4. Performance Management - the real-time collection, reporting and presentation of measurement data from the IN systems and counters shall be supported. The capability to collect statistics (usage of all IN services, errors when executing IN services, etc.). 7.8.4.12. SIGNALLING SYSTEM 7.8.4.12.1. CCITT (now ITU-T) No 7 acts as the signalling backbone channels for the signalling between the MSSC, TNM, SBS and IN elements. As such, its continual management is an important consideration. 7.8.4.12.2. CCS#7 Management shall be compliant with the relevant industry standards (e.g. ITU-T, ANSI SS7, Japanese SS7). 7.8.4.12.3. Provisions shall be included for the operator to manage the CCS7 signalling network adopted across the various ICONET elements. Such management shall encompass: 1. fault management - link monitoring shall be provided to detect, diagnose and treat real-time signalling link failures (both hardware and message transfer [MTP]). Testing of faults shall also be possible to confirm successful recovery action (e.g. link failure clearance, etc.). Serious faults shall be escalated and communicated to the SAN-OSS for higher level correlation and attention. Reporting shall also be possible for potential failures such as congestion build up and blocking. 2. configuration management - this shall encompass (network planning (F/R)), network change introduction and maintenance support. 3. performance management - the real-time collection, (reporting and presentation of measurement data (F/R)) from the CC7 elements and counters (e.g. traffic parameters, signalling message lengths, etc.). 7.8.4.12.4. (It shall be possible to retain a network-wide display of the CCS7 operations and resources (e.g. network set-up, routing, trunks, etc.) (F/R)). Management of the CCS7 shall be possible at the NMC. In addition, management of the various interconnecting links shall be possible via the MSSC and TNM, as appropriate (refer to Section 6.37). 7.8.5. SATELLITE ACCESS NODE 7.8.5.1. GENERAL DESCRIPTION 7.8.5.1.1. The SAN-OSS system is a single centralised point at the SAN where the complete functionality of the SAN can be monitored. The OSS also acts as a Mediation Device in support of the functionality required at the NMC. 7.8.5.1.2. The objective of the SAN-OSS system is to maximise the availability and performance of the local SAN equipment. Page 185 of 245 ICO Proprietary and Confidential 851 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.5.1.3. The OT&DF is to be treated as a SAN. 7.8.5.2. GENERAL REQUIREMENTS 7.8.5.2.1. The SAN-OSS OAM interface shall provide access to backup and restoration procedures associated with the SAN-OSS. 7.8.5.2.2. The SAN-OSS OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMC. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.5.2.3. It shall be possible to integrate further elements into the SAN-OSS at a later date with the minimum disruption, for the purposes of network expansion. 7.8.5.3. CONFIGURATION MANAGEMENT 7.8.5.3.1. The SAN-OSS OAM interface shall provide a facility for the SAN-OSS to supply status to the NMC. 7.8.5.3.2. The SAN OAM interface shall forward SAN events to the NMS. 7.8.5.3.3. The SAN OAM interface shall allow the NMS to: 1. configure SAN event parameters. 2. initiate archiving of the SAN event data. 3. purge SAN event data. 4. access SAN event data. 7.8.5.3.4. The SAN-OSS OAM interface shall provide access to parameters requiring configuration by the NMC. 7.8.5.4. FAULT MANAGEMENT 7.8.5.4.1. The SAN-OSS OAM interface shall forward the raising and clearing of SAN-OSS alarms to the NMC, including the following: 1. Miscellaneous alarms. 2. Communication alarms. 3. Equipment alarms. 4. Processing error alarms. 5. Quality of service alarms. 6. Alarm Severity. 7.8.5.4.2. Each SAN-OSS alarm forwarded to the NMC shall contain: 1. an object identifier unique to the SAN-OSS. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.5.4.3. The SAN OAM interface shall allow the NMS to: 1. configure SAN alarm parameters. 2. initiate archiving of the SAN alarm data. Page 186 of 245 ICO Proprietary and Confidential 852 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.4.10. INTERWORKING LOCATION REGISTER 7.8.4.10.1. GENERAL DESCRIPTION 7.8.4.10.1.1. The ILR forms part of the cellular/satellite interworking function which enables roaming of ICO subscribers between the ICONET and other cellular networks as described in Section 4. The ILR is a database which is based on the ICO HLR construct. 7.8.4.10.2. GENERAL REQUIREMENTS 7.8.4.10.2.1. The following functionalities shall be supported in the dialogue between the NODE-OS and the switch: 1. connection and association handling; 2. command and response communication to and from the switch, including spontaneous report reception; 3. logging and authority control; 4. file administration; 5. file transfer; 6. event logging; 7. subscription handling, which is a general mechanism for distribution of files, delayed responses, and spontaneous reports received from the switch. 7.8.4.10.3. CONFIGURATION MANAGEMENT 7.8.4.10.3.1. Software management shall be incorporated into the ILR element. This shall enable: 1. The display of software properties for a selected network element to be supported. 2. The operator to search for a specific software unit or program correction, among a selected set of network elements or in the complete network. 3. Comparison among software revisions of a selected set of ILR or the complete network shall be supported. 4. The information stored in the NODE-OS database to be updated with the data of the ILR. 5. the operator to set certain filters in the tool properties that restrict the scope of the database retrieving operations. 6. importing of files from input media. 7. Handling of a suitable file store. 8. Files to be loaded into the AXE file store, before activation of software units. 9. software unit downloading (i.e. loading of software, testing and activation) 10. Downloads of program correction command files shall be supported. 7.8.4.10.4. FAULT MANAGEMENT 7.8.4.10.4.1. The NODE-OS shall manage the alarms generated by the SAN-OSS switches ILR subsystem. 7.8.4.10.4.2. The NMC shall monitor the operational state of the ILR. 7.8.4.10.4.3. Test procedures shall be available to test the ILR transactions as well as the communication to the ILR. 7.8.4.10.4.4. Alarms to be managed shall include: Page 183 of 245 ICO Proprietary and Confidential 853 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. ILR Hardware Fault Alarms 2. Database Update alarms 3. Automatic Database recovery initiated alarms 4. Database threshold alarms 5. Signalling failures on GSM interface links 6. Excessive number of retries on GSM interface links 7. Threshold Alarms. 7.8.4.10.4.5. The NODE-OS shall encompass an alarm adaptation facility. This shall include: 1. The reception of the alarms from all ILRs currently specified to be supervised in the NODE-OS information model. 2. setting of mandatory attributes and several optional attributes in the Alarm Records. 3. the forwarding of created Alarm records to the Fault Management Kernel. 4. The conversion of an ILR alarm printout to an Alarm Record. 5. A database consistency check. This shall be made to update the ILR alarm information in NODE-OS after error situations. 6. The enabling/disabling of the AXE heartbeat supervision. 7. The setting of a heartbeat supervision interval. 8. The modification of the default values for mapping ILR alarm class to be perceived severity and to probable cause. 9. The modification of the default values for mapping ILR Alarm Category. 10. The update of the Probable Cause value set for a specific Alarm Slogan. 11. The update of the ILR specific problem list (Alarm Slogans), of the ILR Probable Cause List, and of the ILR Event Type list. 12. The addition/removal of conversion rules for one or more Alarm Slogans. 13. The update of input parameters to conversion rules. 7.8.4.10.5. PERFORMANCE MANAGEMENT 7.8.4.10.5.1. The ILR shall report: 1. transaction load and response time 2. database size 3. update and query failure rates 4. service activation time. 7.8.4.10.5.2 A variety of performance parameter measurements shall be recorded concerning the ILR and these shall be agreed in liaison with ICO during the requirements phase. However, typical parameters shall be as per the HLR. 7.8.4.10.6. SECURITY MANAGEMENT 7.8.4.10.6.1. None. 7.8.4.11. INTELLIGENT NETWORK SYSTEM (F/R) 7.8.4.11.1. The IN platform provides customised services for calls to/from both ICO subscribers and roamers within the ICONET. Page 184 of 245 ICO Proprietary and Confidential 854 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.4.9.1.2 The EIR provides a global repository for the data required to validate the user terminal. It supports the detection of illegal or cloned equipment (white list), the detection of stolen equipment (black list) and the monitoring of faulty equipment (grey list). 7.8.4.9.2. GENERAL REQUIREMENTS 7.8.4.9.2.1. Management functions, functional entities and objects required from the EIR/AUC shall be as defined in the Ericsson SoC to GSM 12.02. 7.8.4.9.3. CONFIGURATION MANAGEMENT 7.8.4.9.3.1. The EIR shall maintain the following lists of user terminal IMEIs: 1. White List. These are ranges of "normal" devices, authorised to make calls on the network. 2. Grey List. These devices are "suspect" numbers. 3. Black List. IMEIs on the black list are either stolen, suspended for non-payment or are faulty devices. They are forbidden to make calls on the ICO network. 7.8.4.9.3.2. It shall be possible to set up a connection from the NODE-OS to the AuC/EIR. 7.8.4.9.3.3 It shall be possible to forward a command to the AuC/EIR and to receive the respective response. 7.8.4.9.3.4. It shall be possible to interrupt the reception of the current response. 7.8.4.9.3.5. It shall be possible to handle disconnection from the remote system. 7.8.4.9.3.6. The authority check on connections as well as on commands shall be performed. 7.8.4.9.4. FAULT MANAGEMENT 7.8.4.9.4.1. The NODE-OS shall monitor the operational state of the Local EIR/AuC. 7.8.4.9.4.2. Test procedures shall be available to test the Local EIR/AuC transactions as well as the communication to the Local EIR. 7.8.4.9.4.3. Alarms to be managed shall include: 1. Local AuC/EIR Hardware Fault Alarms 2. Database Update alarms 3. Automatic Database recovery initiated alarms 4. Database threshold alarms 5. Signalling failures on GSM interface links 6. Excessive number of retries on GSM interface links 7. Threshold Alarms. 7.8.4.9.4.4. It shall be possible to receive at the NODE-OS all events originating from the AuC/EIR. 7.8.4.9.4.5. The processing of the AuC/EIR events/alarms and the translation into NODE-OS event/alarm record format shall be supported. 7.8.4.9.4.6. The setting of the mandatory attributes and of the optional attributes in the NODE-OS alarm record shall be supported. 7.8.4.9.4.7. The connection to AuC/EIR shall be supervised. Page 181 of 245 ICO Proprietary and Confidential 855 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.4.9.5. PERFORMANCE MANAGEMENT 7.8.4.9.5.1. The EIR shall report: 1. transaction load and response time 2. database size 3. transaction response time 4. service activation time 5. queries for unidentified equipment 6. counts and ratios of grey list and black list "hits" versus white list "hits." 7.8.4.9.5.2. A variety of performance parameter measurements shall be recorded concerning the EIR and these shall be agreed in liaison with ICO during the requirements phase. However typical EIR Parameters shall include: 1. Number of total requests 2. Number of requests by MSSC 3. Number of "hits" by MSSC: a) Black list b) Grey list c) White list 4. Minimum, average, and peak response times to requests from the MSSCs 5. Number of queries for unidentified equipment 6. Database size and percent utilisation 7. Number of transmitted check IMEI request 8. Number of white answers in EIR 9. Number of grey answers in EIR 10. Number of black answers in EIR 11. Number of unknown IMEI answers 7.8.4.9.5.3. The AuC shall report: 1. transaction load and response time 2. database size 3. transaction response time 4. counts and ratios of failed challenges versus accepted challenges. 7.8.4.9.5.4. A variety of performance parameter measurements shall be recorded concerning the AuC and these shall be agreed in liaison with ICO during the requirements phase. However typical AuC parameters shall include: 1. Total number of transactions per hour 2. Total number of transactions per hour per MSSC 3. Database size and percent space utilisation 4. Response times to test transactions 5. Counts and ratios of successful versus failed challenges. 7.8.4.9.6. SECURITY MANAGEMENT 7.8.4.9.6.1. None Page 182 of 245 ICO Proprietary and Confidential 856 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7. subscription handling, which is a general mechanism for distribution of files, delayed responses, and spontaneous reports received from the switch. 7.8.4.8.3. CONFIGURATION MANAGEMENT 7.8.4.8.3.1. The HLR shall contain the following (minimum) information: 1. The users international mobile subscriber number (IMSI), which corresponds to that contained in their Subscriber Identify Module (SIM) 2. Subscribers MSISDN 3. Supplementary services that have been authorised 4. The users home getaway 5. The location of the users current VLR. 7.8.4.8.3.2. Software management shall be incorporated into the HLR element. This shall enable: 1. The display of software properties for a selected network element to be supported. 2. The operator to search for a specific software unit or program correction, among a selected set of network elements or in the complete network. 3. Comparison among software revisions of a selected set of HLR or the complete network shall be supported. 4. The information stored in the NODE-OS database to be updated with the data of the HLR. 5. the operator to set certain filters in the tool properties that restrict the scope of the database retrieving operations. 6. importing of files from input media. 7. Handling of a suitable file store. 8. Files to be loaded into the AXE file store, before activation of software units. 9. software unit downloading (i.e. loading of software, testing and activation) 10. Downloads of program correction command files shall be supported. 7.8.4.8.4. FAULT MANAGEMENT 7.8.4.8.4.1. The NODE-OS shall monitor the operational state of the HLR. 7.8.4.8.4.2. Test procedures shall be available to test the HLR transactions as well as the communication to the HLR. 7.8.4.8.4.3. Alarms to be managed shall include: 1. HLR Hardware Fault alarms 2. Signalling Link Set alarms 3. Signalling Link Set alarms 4. Database Update alarms 5. Automatic Database recovery initiated alarms 6. Database threshold alarms 7. Signalling failures on GSM interface links 8. Excessive number of retries on GSM interface links 9. Threshold Alarms 7.8.4.8.4.4. The NODE-OS shall encompass an alarm adaptation facility. This shall include: Page 179 of 245 ICO Proprietary and Confidential 857 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. The reception of the alarms from the HLR currently specified to be supervised in the NODE-OS information model. 2. setting of mandatory attributes and several optional attributes in the Alarm Records. 3. the forwarding of created Alarm records to the Fault Management Kernel. 4. The conversion of an HLR alarm printout to an Alarm Record. 5. A database consistency check. This shall be made to update the HLR alarm information in NODE-OS after error situations. 6. The enabling/disabling of the AXE heartbeat supervision. 7. The setting of a heartbeat supervision interval. 8. The modification of the default values for mapping HLR alarm class to perceived severity and to probable cause. 9. The modification of the default values for mapping HLR Alarm Category. 10. The update of the Probable Cause value set for a specific Alarm Slogan. 11. The update of the HLR specific problem list (Alarm Slogans), of the HLR Probable Cause List, and of the HLR Event Type list. 12. The addition/removal of conversion rules for one or more Alarm Slogans. 13. The update of input parameters to conversion rules. 7.8.4.8.5. PERFORMANCE MANAGEMENT 7.8.4.8.5.1. The HLR shall report: 1. transaction load and response time 2. database size 3. update and query failure rates 4. service activation time. 7.8.4.8.5.2. A variety of performance parameter measurements shall be recorded concerning the HLR and these shall be agreed in liaison with ICO during the requirements phase. However, typical parameters shall include: 1. Subscription activity/profile measurements 2. Number of Attempted/successful user location updates 3. Attempted/successful request for MSRN 4. Number of added subscribers by time period. 7.8.4.8.6. SECURITY MANAGEMENT 7.8.4.8.6.1. None 7.8.4.9. AUTHENTICATION CENTRE/EQUIPMENT IDENTIFICATION REGISTER 7.8.4.9.1. GENERAL DESCRIPTION 7.8.4.9.1.1. The AuC network element stores data for each mobile subscriber to allow the international mobile subscriber identity to be authenticated and to allow communication over the radio path between the mobile station and the network to be ciphered. The AuC is responsible for providing the authenticating keys for authorising ICO subscribers access to the ICONET Page 180 of 245 ICO Proprietary and Confidential 858 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.4.7.2.7. The NODE-OS shall have sufficient capacity to manage capacity enhancements to the IGF Messaging Platform in the future. 7.8.4.7.2.8. It shall be possible for the OAM facility to accommodate additional future agent software to support new messaging services to be delivered by the IGF Messaging Platform. 7.8.4.7.2.9 It shall be possible to obtain statistical and performance reports on the IGF Messaging Platform via the OAM. Typical these reports will cover traffic, subscriber and message activity. 7.8.4.7.3. CONFIGURATION MANAGEMENT 7.8.4.7.3.1. It shall be possible to log into the IGF Messaging Platform for OAM operations: 1. Locally from a dedicated OAM terminal at the messaging node site. 2. Remotely from the SAN (via the NODE-OS Terminal) 3. Remotely from the NMC (if the IGF Messaging Platform is not sited at the NMC), via the NODE-OS. 7.8.4.7.3.2. The IGF Messaging Platform OAM interface shall provide a facility for the messaging nodes to supply status information to the NODE-OS. Typical status information is required of the current hardware and software configuration of each of the messaging nodes (namely, processing subsystem, storage subsystem, front-end subsystem, OAM subsystem, database management system). 7.8.4.7.3.3. It shall be possible to configure specific failure event conditions for reporting the NODE-OS. 7.8.4.7.3.4. The IGF Messaging Platform shall support the following functions in relation to the interface to the NODE-OS: 1. Conversion of the received IGF Messaging Platform alarms to NODE-OS format 2. Synchronisation of NODE-OS alarm information with the MC alarm information. 7.8.4.7.3.5. It shall be possible to configure IGF Messaging Platform thresholds and settings (e.g. system database settings, parameters, etc.) 7.8.4.7.3.6. It shall be possible to log configuration changes (e.g. database modification, parameter adjustments, etc.). 7.8.4.7.3.7. It shall be possible for the IGF Messaging Platform to support remote installation of upgraded software for each Messaging Node. 7.8.4.7.4. FAULT MANAGEMENT 7.8.4.7.4.1. The NODE-OS shall manage the alarms generated by the IGF Messaging Platform. 7.8.4.7.4.2. Typical alarms reported shall include: 1. Equipment alarms 2. Software processing alarms 3. Communication alarms 4. Database alarms (e.g. update, recover, threshold violation, etc.) 5. IGF Messaging Platform service failures (e.g. voice mail, data, etc.) 6. Message validation failures 7. Signalling errors 8. Excessive number of SMS retries 9. Storage/Retrieval errors. Page 177 of 245 ICO Proprietary and Confidential 859 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.4.7.4.3. The IGF Messaging Platform OAM shall maintain an event log for local error and event messages. 7.8.4.7.4.4. It shall be possible to filter event log(s) using pre-defined and/or custom filters. 7.8.4.7.5. PERFORMANCE MANAGEMENT 7.8.4.7.5.1. A variety of performance parameter measurements shall be recorded concerning the IGF Messaging Platform and these shall be agreed with ICO during the requirements phase. However, typical parameters shall include: 1. Overall attempted/successful mobile originating short message forwarding 2. Overall attempted/successful mobile terminating short message forwarding 3. Attempted/successful mobile originating messages per service type (i.e. voice, data, etc.) 4. Attempted/successful mobile terminating messages per service type a) Short messages per time period. b) No of stored messages to be distributed c) No of notification messages received d) Message buffer lengths. 7.8.4.7.6. SECURITY MANAGEMENT 7.8.4.7.6.1. It shall be possible to limit access to the IGF Messaging Platform via a login/password control mechanism. 7.8.4.7.6.2. This access control facility shall be configurable. 7.8.4.7.6.3. It shall be possible to log all operator activities towards the IGF Messaging Platform exchange. 7.8.4.8. HOME LOCATION REGISTER 7.8.4.8.1. GENERAL DESCRIPTION 7.8.4.8.1.1. The HLR is a database where subscriptions are defined with the IMSI and MSISDN number(s) attached. Attributes belonging to each subscription (categories, supplementary services, basic telecommunications services, locations) are also identified here. Authentication triplets requested from the AuC are also stored here. 7.8.4.8.2. GENERAL REQUIREMENTS 7.8.4.8.2.1. Management functions, functional entities and objects required from the HLR shall be as defined in GSM 12.02 as far as is possible. 7.8.4.8.2.2. The following functionalities shall be supported in the dialogue between the NODE-OS and the switch: 1. connection and association handling; 2. command and response communication to and from the switch, including spontaneous report reception; 3. logging and authority control; 4. file administration; 5. file transfer; 6. event logging; Page 178 of 245 ICO Proprietary and Confidential 860 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. Traffic Reports 2. Destination Measurements Reports 3. Traffic Measurements for Mobile Calls 4. Holding Times/Call Volumes 7.8.4.6.5.2. A variety of performance counts shall be kept by the MSSC. The exact types and formats will depend on the switch chosen but typical counts shall include: 1. TRAFFIC VOLUME DATA; traffic counts (attempts, completions) on each trunk group and channel group and on each network component at regular time intervals, resulting in counts per time interval) 2. CUSTOMER BEHAVIOUR RELATED CALL FAILURE (e.g. counts of call disposition (Busy, Don't Answer, Customer not Available, etc.). 3. TRAFFIC FAILURES DUE TO SWITCHING; internal measurements of call (traffic) failures due to switching. In addition, signalling often identifies an inability to establish a call due to switch failure. 4. TRAFFIC FAILURES DUE TO SATELLITES; count of call failures due to satellite channel failure or poor quality provided by the switch (MSSC). 5. TRAFFIC FAILURES DUE TO TRUNKING; count of call failures due to trunk failure or poor quality provided by the switch (MSSC). 6. BLOCKED CALLS; counts of blocked call (No Circuit counts). 7. INTERRUPTED CALLS; detect any call lost without a customer generated disconnect. 8. CALL SET-UP TIME (post-dial delay); Call set-up time provided by the switching systems and through measured test calls. 9. CALL HOLDING TIME; all holding time by service type, trunk group, and time and date. 7.8.4.6.5.3. A variety of performance parameter measurements shall be recorded by the MSSC/VLR and these shall be agreed in liaison with ICO during the requirements phase. However, typical parameters shall include: 1. Mobile Originated Call Measurements (e.g. attempted calls, successful calls, etc.) 2. Mobile Terminated Call Measurements (e.g. attempted calls, successful calls, etc.) 3. emergency calls (e.g. number answered, etc.) 4. Call set-up measurements 5. inter MSSC handover measurements 6. Other call related measurements (e.g. TMSI subscriber transactions on MM layer, attempted TMSI re-allocations, IMSI detached procedures, etc.) 7. Peak hour measurements 8. Load measurements 9. HLP-VLR measurements (e.g. attempted intra/inter VLR location updates, etc.) 10.traffic volume data per geographical area. 7.8.4.6.5.4. The data collection for Statistic and Traffic Measurement shall be supported. 7.8.4.6.5.5. The data collection and presentation for the Traffic measurements on traffic routes, traffic types and geographical distribution shall be supported. 7.8.4.6.5.6. The following functions shall be supported: 1. data compression; 2. data deletion; Page 175 of 245 ICO Proprietary and Confidential 861 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 3. data backup-handling. 4. The generation of reports, once data has been collected and inserted into the database, shall be supported. 7.8.4.6.5.7. The following four types of scripts for different functions shall be supported: 1. command scripts; 2. command response scripts; 3. file normalisation scripts; 4. report scripts. 7.8.4.6.5.8 The administration of measurements (e.g. list of measurements, deletion of measurements) shall be supported. 7.8.4.6.5.9. The data reception and storage shall be supported. 7.8.4.6.5.10. The extended administration of measurements with creation of measurements via the Graphic User Interface shall be supported. 7.8.4.6.5.11. The performance measurements measured by the MSSC and available through the NODE-OS OAM interface shall include the information to allow the calculation of: 1. total call holding time categorised by (UT location, F/R), mobile-originated or mobile-terminated, (service type, F/R), time and day. 2. total call counts (attempts and completion) categorised by (UT location, F/R), mobile-originated, mobile-terminated, (service type, F/R), time and day. 7.8.4.6.5.12. The interval and resolution of measurements shall be chosen so that the measurements data can be efficiently utilised for traffic planning at the SRMC. 7.8.4.6.5.13. Performance measurements recorded by the MSSC/VLR shall be made available through the NODE-OS OAM interface for the purpose of further analysis and predictions in Traffic Planning at the SRMC. 7.8.4.6.6. SECURITY MANAGEMENT 7.8.3.6.6.1. None 7.8.4.7. IGF MESSAGING PLATFORM 7.8.4.7.1. GENERAL DESCRIPTION 7.8.4.7.1.1. The IGF Messaging Platform is composed of a number of messaging nodes to be deployed in the ICONET to deliver the service requirements of Section 4.5 of the IGF Requirements. 7.8.4.7.2. GENERAL REQUIREMENTS 7.4.4.7.2.1. The IGF Messaging Platform shall provide an OAM facility adhering to a recognised MMI standard. 7.8.4.2.2.2. From the OAM facility it shall be possible to interrogate, monitor, control and modify the IGF Messaging Platform environment. 7.8.4.7.2.3. The IGF Messaging Platform shall support multi-access for OAM operations. 7.8.4.7.2.4. The IGF Messaging Platform shall support an interface to the NODE-OS at the NMC/B-NMC and (remote) SAN. 7.8.4.7.2.5. The NODE-OS IGF Messaging Platform interface shall enable interaction via a standardised and recognised management protocol and interface. 7.8.4.7.2.6. From the NODE-OS, it shall be possible to perform operations (that can be done from a local Messaging Node) on multiple messaging nodes to ensure node consistency. Page 176 of 245 ICO Proprietary and Confidential 862 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4. Overflow route choices 5. Routes received from Network Service Control Databases 6. Dynamic routing choices 7.8.4.6.3.7 Signalling message routing options shall include: 1. Message Transfer Part (MTP) routing for signalling messages by destination point code 2. Direct routing on primary link set 3. Optional shared load routing per Signalling Link Selection Code 4. Restricted routing per Signalling Network Management 5. Sequenced routing options per Signalling Network Plan and Structure. 6. Signalling Connection & Control Part (SCCP) signalling message routing by Destination Point Code, Sub-system number, or Global Title 7. TCAP (Transaction Capability Application Part) messages 8. OMAP (Operations & Maintenance Application Part) messages 9. Other high-level signalling application part messages as appropriate. 7.8.4.6.3.8. Destination for calls will be determined by translation types shall include: 1. MSSC translation 2. Network Service Control database translation. 7.8.4.6.3.9. Configuration management data contained in the VLR shall include: 1. VLR control program updates 2. MSRN tables 3. TMSI tables 4. Database sizes. 7.8.4.6.3.10. Software management shall be incorporated into the switching element. This shall enable: 1. The display of software properties for a selected network element to be supported. 2. The operator to search for a specific software unit or program correction, among a selected set of network elements or in the complete network. 3. Comparison among software revisions of a selected set of MSSC/VLR or the complete network shall be supported. 4. The information stored in the NODE-OS database to be updated with the data of the MSSC/VLR. 5. the operator to set certain filters in the tool properties that restrict the scope of the database retrieving operations. 6. importing of files from input media. 7. Handling of a suitable file store. 8. Files to be loaded into the AXE file store, before activation of software units. 9. software unit downloading (i.e. loading of software, testing and activation) 10. Downloads of program correction command files shall be supported. 7.8.4.6.4. FAULT MANAGEMENT 7.8.4.6.4.1. The NMS shall monitor the operational state of the MSSC/VLR. Page 173 of 245 ICO Proprietary and Confidential 863 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.4.6.4.2. Test procedures shall be available to test the MSSC/VLR transactions as well as the communication to the MSSC/VLR. 7.8.4.6.4.3. Alarms managed include the following: 1. MSSC/VLR Hardware fault alarms 2. Signalling Link alarms 3. Signalling Link Set alarms 4. Trunk and Trunk group alarms 5. PCM Circuit alarms 6. Failure of GSM interface links to the MSSC and other systems 7. Signalling failures on GSM interface links 8. Excessive number of retries on GSM interface links 9. Excessive number of failed SMS attempts 10. Excessive number of failed HPN attempts 11. Automatic switchovers in response to hardware failure 12. Equipment failures without automatic switchovers 13. Database Update alarms 14. Automatic Database recovery initiated alarms 15. Database threshold alarms 7.8.4.6.4.4. The NODE-OS shall encompass an alarm adaptation facility. This shall encompass: 1. The reception of the alarms from all MSSCs currently specified to be supervised in the NODE-OS information model. 2. setting of mandatory attributes and several optional attributes in the Alarm Records. 3. the forwarding of created Alarm records to the Fault Management Kernel. 4. The conversion of an MSSC alarm printout to an Alarm Record. 5. A database consistency check. This shall be made to update the MSSC alarm information in NODE-OS after error situations. 6. The enabling/disabling of the AXE heartbeat supervision. 7. The setting of a heartbeat supervision interval. 8. The modification of the default values for mapping MSSC alarm class to perceived severity and to probable cause. 9. The modification of the default values for mapping MSSC Alarm Category. 10. The update of the Probable Cause value set for a specific Alarm Slogan. 11. The update of the MSSC specific problem list (Alarm Slogans), of the MSSC Probable Cause List, and of the MSSC Event Type list. 12. The addition/removal of conversion rules for one or more Alarm Slogans. 13. The update of input parameters to conversion rules. 7.8.4.6.5. PERFORMANCE MANAGEMENT 7.8.4.6.5.1. A variety of performance data will be generated by the MSSC for reporting purposes. The exact types and formats will depend on the switch chosen but reporting shall include: Page 174 of 245 ICO Proprietary and Confidential 864 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 3. The invoking of actions to automate routine correction procedures and to collect more information from the network (F/R). 4. Suppression of secondary alarms upon confirmation of a primary alarm (F/R). 7.8.4.3.9. (F/R) The NODE-OS shall have online documentation to support the operations and maintenance of the switched network. 7.8.4.4. PERFORMANCE MANAGEMENT 7.8.4.4.1. The NODE-OS shall collect performance measurement data from the network elements and databases. 7.8.4.4.2. It shall be possible to generate performance summary reports on a daily, weekly and monthly basis. 7.8.4.4.3. The NODE-OS shall include an application that measures and analyses certain events in order to provide quality indicators related to the performance of the network. 7.8.4.4.4. Performance management features shall include: 1. performance data administration 2. measurement data collection and storage 3. performance data presentation 4. call tracing facilities 5. performance measurement data analysis reports 6. configurable thresholds for Measurement of performance parameters 7.8.4.4.5. It shall be possible to export performance reports and data into standard PC based applications for subsequent post-processing. 7.8.4.5. SECURITY MANAGEMENT 7.8.4.5.1. The NODE-OS shall include compatible access security measures as have been specified for the LINK-OSS. 7.8.4.5.2. The security features, mechanisms, procedures and objects shall be in accordance with GSM 12.03 where possible. 7.8.4.5.3. The NODE-OS shall encompass a security facility to: 1. Allow authority support to be used for administration of the authority database (i.e. that contains information on who is allowed to do what and when). 2. Provide log administration support in order to administer log tables. 7.8.4.6. MOBILE SATELLITE SWITCHING CENTRE/VISITOR LOCATION REGISTER 7.8.4.6.1. GENERAL DESCRIPTION 7.8.4.6.1.1. The MSSC is an exchange which performs all of the switching and signalling functions for mobile stations located in the geographical area designated as the SAN serving area. The switching element also encompasses the reporting of SS7 alarm messages as seen by the switch. The VLR is further co-located within the same switch as the MSSC. 7.8.4.6.1.2. From a network management perspective the MSSC is managed via the NODE-OS. 7.8.4.6.2. GENERAL REQUIREMENTS 7.8.4.6.2.1. The MSSC OAM shall manage its elements through views that present a geographical layout of the actual network. Page 171 of 245 ICO Proprietary and Confidential 865 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.4.6.2.2. The MSSC OAM shall comprise of a management platform that supports the Cellular Management System for GSM. 7.8.4.6.2.3. The following functionalities shall be supported in the dialogue between the NODE-OS and the switch: 1. connection and association handling; 2. command and response communication to and from the switch, including 3. spontaneous report reception; 4. logging and authority control; 5. file administration; 6. file transfer; 7. event logging; 8. subscription handling, which is a general mechanism for distribution of files, 9. delayed responses, and spontaneous reports received from the switch. 7.8.4.6.3. CONFIGURATION MANAGEMENT 7.8.4.6.3.1. Through the NODE-OS it shall be possible to configure: 1. MSSC/VLR equipment provisioning and assignment 2. MSSC/VLR parameter selection 3. MSSC/VLR equipment status selection (e.g., on-line or standby) 4. remote trunk assignment and service assignment and restriction 5. remote software overwrites and patches 6. Remote configuration of signalling links terminating on the switch 7. Remove bulk downloading of traffic and signalling routing information without disruption or degradation of service. 7.8.4.6.3.2. Categories of message trunks that are to be managed shall include: 1. Inter-SAN trunks 2. Trunks from SANs to external switching elements such as: 3. National Satellite Access (NSA) Gateways 4. PSTN National Switching Centres 5. Other ICO internal network. 7.8.4.6.3.3. It shall be possible to manage various categories of signalling links which terminate on ICO MSSCs (e.g. signalling transfer points, gateways, earth stations, network service control databases, etc.) 7.8.4.6.3.4. It shall be possible to manage various categories of signalling links among STPs and network service control (e.g. inter-STP signalling links, STP to network service control database links, links between the ICO network and interfacing network providers). 7.8.4.6.3.5. It shall be possible to maintain routing configuration data for calls and signalling messages (e.g. direct routing, transit routing for calls, etc.). 7.8.4.6.3.6. Call routing options shall include: 1. Ordered route choices by call type (e.g. originating/terminating) 2. Ordered route choices by class of service or travelling classmark 3. Ordered route choices with restrictions invoked by Network Management Page 172 of 245 ICO Proprietary and Confidential 866 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7. provide a command line interface in order that other applications can be interfaced to the command handling functions. 8. log all commands sent and responses returned. 9. set for a selected command a specific warning, confirmation or guiding text that will then be displayed to the user of the network element. 7.8.4.2.3. A file transfer and management facility shall be provided to enable: 1. File transfer from a connected network element to the NODE-OS. 2. Various file transfer options to be supported (e.g. spontaneous file output, requested file output, notification-initiated requested file output). 3. scheduling of file transfers 4. The operator to define subscriptions to files on behalf of external devices (i.e. to make sure that files are sent from NODE-OS to the specific OS on a regular basis). 5. Automatic post-processing of files received in the NODE-OS file store. 6. The process of transferring a file independently of the user interface. 7. On-going file transfers to be restarted, in case of a reboot of the NODE-OS. 8. file transfers to remain after a system restart. 9. A NODE-OS alarm to be issued for each file transfer that is unsuccessful. 10.A confirmation to be given for each file successfully transferred. 7.8.4.2.4. The NODE-OS shall encompass an application to create and manage the management information base. This application shall support the: 1. creation, deletion and the property change of a Managed Object (MO). 2. heartbeat supervision. 3. alarm supervision. 7.8.4.3. FAULT MANAGEMENT 7.8.4.3.1. The NODE-OS OAM interface shall forward alarm and event information from the network elements (hardware and software) to the higher level NMS. 7.8.4.3.2. Alarm information shall include: 1. MSSC/VLR alarms (including SS7 alarms from the switch). 2. Messaging Platform alarms. 3. HLR alarms. 4. AuC alarms. 5. EIR alarms. 6. ILR alarms. (OPTION) 7.8.4.3.3. Facilities shall be provided to allow the following from the NODE-OS OAM for fault information: 1. collection and storage 2. status monitoring 3. viewing 4. history handling 5. definition 6. correlation, filtering and re-classification Page 169 of 245 ICO Proprietary and Confidential 867 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7. threshold setting 8. forwarding. 9. diagnostics and testing 7.8.4.3.4. Basic fault management facilities shall be provided at the NODE-OS to allow: 1. reception of alarms from various alarm adaptation units 2. alarm logging 3. updating of the current alarm context for any managed object affected by a received alarm. 4. distribution of received alarms to a subscribing presentation function. 5. information access for presentational purposes. 6. Routing of alarms to different destinations. Specifically, routing to printers, files, mail and automatic acknowledgement function shall be supported. 7.8.4.3.5. The NODE-OS shall support a graphical presentation function which shall provide: 1. A Network Status presentation: this shall provide the status of the whole network or the status of a part of the network. 2. A display of the list of the new and active alarms. 3. the ability to get all available information about any of these alarms. 4. the ability to read and write comments on alarms. 5. the ability to acknowledge observation of new alarms. 6. the ability for the operator to find information about active and old (cleared) alarms stored in the alarm log. 7.8.4.3.6. The NODE-OS shall provide for alarm analysis. This shall support: 1. Analysis of the alarms retrieved through an graphical user interface. 2. Alarm analysis from the command line. 3. Input from either a file or standard input format for routine program analysis. 4. the extension of the analysis function. 5. New analysis programs that perform new types of analysis. 6. New alarm attributes that can be used in the analysis. 7. The ability for the operator to view operation and maintenance documentation on a work station screen. 7.8.4.3.7. (F/R) The NODE-OS shall support the conversion from text file alarms. This shall encompass: 1. The reception of alarms from regular files or named pipes. 2. The transformation of alarms into NODE-OS alarm records and the forwarding of alarm records to the LINK-OS. 3. The size of the file for incoming alarms. 4. The real time update of the list of known alarms. 7.8.4.3.8. The NODE-OS shall encompass: 1. The automatic filtering and (correlation (F/R)) of alarms. 2. User expertise to be incorporated in the filtering and (correlation (F/R)) of alarms. Page 170 of 245 ICO Proprietary and Confidential 868 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 2. Network Operators who require to monitor and distribute data only. 7.8.3. SATELLITE CONTROL CENTRE 7.8.3.1. GENERAL REQUIREMENTS 7.8.3.1.1. The NMC/SRMC shall receive satellite orbital data from the SCC for use in generating satellite resource management data. 7.8.3.1.2. An interface between the SCC and NMC shall be provided for the forwarding of various SCC generated faults and alarm conditions. This interface shall also be used for the delivery of files containing information such as satellite orbital data to the NMS for subsequent distribution. 7.8.3.1.3. The interface and protocols shall follow the industry standards 7.8.3.2. CONFIGURATION MANAGEMENT 7.8.3.2.1. The NMS shall store and record data files passed from the SCC from a version controlled perspective. 7.8.3.3. FAULT MANAGEMENT 7.8.3.3.1. The SCC OAM interface shall forward the raising and clearing of communication SCC alarms to the NMS. Critical SCC (space segment) alarms shall also be forwarded to the NMC. 7.8.3.4. PERFORMANCE MANAGEMENT 7.8.3.4.1. None. 7.8.3.5. SECURITY MANAGEMENT 7.8.3.5.1. None. 7.8.4. NODE OPERATIONS SYSTEM 7.8.4.1. GENERAL REQUIREMENTS 7.8.4.1.1. The NODE-OS (encompassing in the TMOS system) shall handle all network management functionality relating to the network elements directly under its control. Only alarm information is forwarded from the NODE-OS (and its lower network elements) to the higher level NMS. 7.8.4.1.2. The NODE-OS architecture shall support: 1. centralised MSSC/MM OAM at the NMC and back-up NMC with control at the NMC and the back-up NMC. 2. monitoring information shall be transmitted to both OAM systems in the centralised option. 3. a semi-distributed architecture with MSSC/MM OAM at the NMC, B-NMC and specified SANs. 4. a fully distributed architecture with OAM at every SAN. 7.8.4.1.3. There shall be no functionality impact when migrating away from the initial centralised architecture. 7.8.4.1.4. For the purposes of this requirement specification, the NODE-OS shall encompass the management of the following network elements: 1. MSSC which includes the VLR and SS7 switch based reported faults Page 167 of 245 ICO Proprietary and Confidential 869 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 2. Messaging Platform including voice/fax messaging and Short Messaging Service Centre (SMSC) 3. HLR 4. AuC 5. EIR 6. ILR 7. IN (F/R) 7.8.4.1.5. Management functions, functional entities and objects required for the VLR/HLR/MSSC/EIR/AUC shall comply with GSM 12.02 as far as is possible. 7.8.4.1.6. The NODE-OS OAM shall provide access to backup and restoration procedures associated with the managed elements. 7.8.4.1.7. The NODE-OS OAM shall provide the following software upgrade facilities: 1. download new versions of software from the NODE-OS. 2. replace current version software with minor updates, if needed (e.g. error fixes, etc.). In the event of a complete replacement of the current software with a new or previous version then this will be ordered from the NODE-OS using data stored by the switch. 3. extract existing software version information for the three versions of software. 7.8.4.1.8. The GSM Series 12 shall be applied to the maximum extent possible for interoperability purposes. This shall include aspects such as managed object class definitions, class hierarchies and standard network management functionality. 7.8.4.1.9. Relevant TMN standards as called up by the GSM Series 12 standards shall be applied to the maximum extent possible. 7.8.4.1.10. Relevant CCITT X.700 standards as called up by the GSM Series 12 standards shall be applied to the maximum extent possible. 7.8.4.1.11. Objects shall be specified using standard GDMO definitions where possible for managed objects. 7.8.4.1.12. The MMI shall follow recognised industry standards. 7.8.4.1.13. The NODE-OS shall manage the satellite/cellular interworking function and provide fraud detection information from a network management perspective as described in Section 4.8 and 5.5, respectively. 7.8.4.2. CONFIGURATION MANAGEMENT 7.8.4.2.1. GSM 12.06 shall be adopted where possible for network and service configuration management. 7.8.4.2.2. A command handling application shall be available to enable the operator to: 1. open a command session window for sending commands to an external network element and for presentation from the network element. 2. display delayed responses in a separate window (i.e. responses to a command that arrives at a later stage). 3. receive and display in a separate window spontaneous reports (i.e. events initiated by an network element). 4. create a commend file (i.e. sequence of commands used in the communication with an network element). 5. support shell-scripts in a way similar to the command files. 6. activate command files and shell scripts at a specified time. Page 168 of 245 ICO Proprietary and Confidential 870 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.1.4. The OAM interfaces in this section have been divided up based on the various network elements. This does not imply that each network element will have its own OAM interface. For example the TNM OAM interface may handle both the TNM and DCN. 7.8.1.5. The ICO system is to be designed with both expandability and interoperability in mind. Therefore, the NMS architecture employed must be capable of allowing additional network elements to be added with the minimum of network interruption. For these reasons then individual network element OAMs shall adhere to the following general requirements: 7.8.1.6. Any communication interfaces, protocols, man machine interfaces, operating systems, databases, programming languages or development/application tools required for the network element OAM shall have the following basic features (as appropriate): 1. be controlled by an industry standard. 2. be commercially available with product support. 3. be consistent with open systems concepts. 4. be supported by major hardware and software platforms. 5. be multiprocessing. 6. be compatible between the client and server. 7. be compatible with the NMC and SAN network management structure as far as is practical. 7.8.1.7. Any exceptions to these (e.g. due to the re-use of existing equipment, etc.) shall be highlighted to ICO. For new elements then any exceptions will need to be approved by ICO. 7.8.1.8. In general, separate OAM MMIs should be minimised (i.e. integrated into the SAN MMI). However, if a separate MMI is produced, then it shall be possible to initiate from the main SAN-OSS workstations. 7.8.2. SATELLITE RESOURCE MANAGEMENT CENTRE 7.8.2.1. GENERAL REQUIREMENTS 7.8.2.1.1. The NMS shall encompass: 1. SRMC equipment, associated software, processing, monitoring and control. 2. Error free and confirmed resource management data distribution. 7.8.2.1.2. The SRMC OAM interface shall provide access to backup and restoration procedures associated with the SRMC equipment. 7.8.2.1.3. The SRMC OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.2.2. CONFIGURATION MANAGEMENT 7.8.2.2.1. The SRMC OAM interface shall provide a facility for the SRMC to supply status to the NMS. 7.8.2.2.2. The SRMC OAM interface shall forward SRMC events to the NMS. 7.8.2.2.3. The SRMC OAM interface shall allow the NMS to: 1. configure SRMC event parameters. 2. initiate archiving of the SRMC event data. Page 165 of 245 ICO Proprietary and Confidential 871 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 3. purge SRMC event data. 4. access SRMC event data. 7.8.2.2.4. The SRMC OAM interface shall provide access to parameters requiring configuration by the NMS. 7.8.2.3. FAULT MANAGEMENT 7.8.2.3.1. The SRMC OAM interface shall forward the raising and clearing of SRMC alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 7.8.2.3.2. Each SRMC alarm forwarded to the NMS shall contain: 1. an object identifier unique to the SRMC. 2. date and time of when alarm was raised or cleared. 3. alarm description. 4. alarm severity. 5. source of the alarm for the purposes of fault location. 7.8.2.3.3. The SRMC OAM interface shall allow the NMS to: 1. configure SRMC alarm parameters. 2. initiate archiving of the SRMC alarm data. 3. purge SRMC alarm data. 4. access SRMC alarm data using filters supplied by the NMS. 7.8.2.3.4. In the event of single or multiple satellite and/or SAN failure, the NMS shall have the capability to, within a 2 to 3 hour time-frame: 1. re-run SRMC software to regenerate Burst-time frequency plans and channelisation plans for the available system. 2. [distribute and configure the system with the updated BTFPs and channelisation plans.] 7.8.2.4. PERFORMANCE MANAGEMENT 7.8.2.4.1. The SRMC OAM interface shall allow the NMS to: 1. configure SRMC performance parameters. 2. initiate archiving of the SRMC performance data. 3. purge SRMC performance data. 4. access SRMC performance data using filters supplied by the NMS. 5. configure periodic transfer of SRMC performance data to the NMS using filters. 7.8.2.5. SECURITY MANAGEMENT 7.8.2.5.1. The SRMC OAM interface shall provide access control facilities to all SRMC OAM interface functionality. As a minimum, the SRMC shall distinguish between two level user categories: 1. Network Engineer/Planners responsible for the verification and management of the planning process. Page 166 of 245 ICO Proprietary and Confidential 872 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.4 PERFORMANCE MANAGEMENT 7.4.1. REQUIREMENTS FOR NEW ELEMENTS 7.4.1.1. Section 7.4 covers general functionality to be located at the SAN-OSS and NMC. the functionality provided through the individual OSMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.4.2. GENERAL 7.4.2.1. The NMS shall allow the operator to access performance management functions as defined in the OAM interface specifications in Sections 7.8. 7.4.2.2. The NMS shall allow the operator to set thresholds for each performance criterion. 7.4.2.3. The NMS shall raise an alarm whenever a performance threshold has been exceeded. 7.4.2.4. The NMS shall be able to support Trend Analysis. 7.4.2.5. The NMS shall routinely produce a top level performance report summarising QoS performance and network criteria (e.g. equipment availability, trouble tickets processed etc.) 7.4.3. NETWORK TRAFFIC MANAGEMENT 7.4.3.1. NMS shall support user traffic supervision (i.e. to have a clear overview of the network alarms status from a traffic management point of view), traffic analysis (i.e. to analyse the cause and origin of traffic disturbances detected by the traffic supervision function), traffic control (i.e. to re-route and to restrict traffic in the network) for the elements within the ICONET for which ICO has full control (e.g. switch, TNM, SBS, etc.). 7.5 SECURITY MANAGEMENT 7.5.1. REQUIREMENTS FOR NEW ELEMENTS 7.5.1.1. Section 7.5 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommend that the requirements of this Section be taken into account. 7.5.2. GENERAL 7.5.2.1. NMS security shall encompass access control measures to be provided by the NMS to manage, control and monitor access to the DCN and to the ICONET via the NMS (namely the NMC, LINK-OS, NODE-OS, SAN-OS and individual network elements). 7.5.2.2. Within the NMS facilities shall be provided at the respective MMIs to enable the creation, deletion and configuration of operator user groups, user names and individual passwords. 7.5.2.3. Individual access to the NMS shall be user and password controlled. 7.5.2.4. It shall be possible to establish user groups (e.g. administrator, supervisor, general operator, etc.) with specific privileges in order to control group and/or individual access to specific operations, functions, configurations and applications. 7.5.2.5. It shall be possible for authorised personnel to delete individual user access (e.g. when a staff member leaves, etc.). 7.5.2.6. The password mechanism shall incorporate a facility for the automatic ageing. 7.5.2.7. The NMS shall raise an alarm to the appropriate management layer for failed log-in attempts which exceed a pre-set rate. Page 163 of 245 ICO Proprietary and Confidential 873 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.5.2.8. All user accesses to the NMS shall be logged. Where possible, details recorded shall include the user identification and point of access. 7.5.2.9. During a log-in session, the system shall record the start/end times and the elements accessed (in the case where user privileges allow immediate access to a number of network elements). 7.5.2.10. If operators or the NMS detects an unauthorised access or attempt then the NMS system shall: 1. Raise an alarm to the appropriate management layers. 2. Attempt to lock out the work station. If lock-out is possible then it shall be possible for an operator with the necessary privilege to unlock it at a later time. 3. Record all available information on the call/caller and disconnect the call for dial-in connections. 7.5.2.11. At each NMS, computer routine security and system administration facilities shall be available. Typically, this shall include: 1. Guarding against file and disk computer viruses which are commercially recognised. 2. Monitoring, re-formatting and repairing disk space (e.g. due to file fragmentation, etc.). 3. Protecting individual files and directories. 4. Recording last directory and file accesses through the applications program. 7.5.2.12. It shall be possible for a User to undertake a NMS security audit trail for a specified: 1. User Group 2. User 3. Time period. 7.5.2.13. The NMS shall produce a routine report covering security aspects (e.g. number of log-ins, viruses detected, security alarms, etc.). 7.5.2.14. The NMC shall provide key management, control and distribution for use in the DCN. The key management shall be provided by a highly secure portion of the NMC. (F/R) 7.6. ACCOUNTING MANAGEMENT 7.6.1. There are no NMS requirements for Accounting Management except for the receipt of CDR files, when required, from the ADC. 7.7. SECTION NOT USED 7.8. OPERATIONS AND MAINTENANCE INTERFACE REQUIREMENTS 7.8.1. GENERAL 7.8.11. this section describes the functionality which is to be made available to the NMS by the various network elements within the ICO system. 7.8.1.2. Included for each OAM are the minimum acceptable parameters that will be collected from a Fault, Configuration and Performance Management perspective. 7.8.1.3. In practice the functionality made available to the various NMS operator stations, through Security Management of the NMS, will vary depending on the operational requirements of each station. The NMC, for example, will require more of a global view of the system whereas at the SAN a more detailed view is required for the day to day maintenance and operations of network elements. Page 164 of 245 ICO Proprietary and Confidential 874 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.3.2.3. Alarms shall be categorised into four levels of severity; Critical, Major, Minor, Warning. 7.3.2.4. The NMS shall be responsible for assigning alarm severities to alarms generated by network elements. 7.3.2.5. Each alarm shall have the following states: 1. raised. 2. cleared. 3. acknowledged by the operator. 7.3.2.6. The NMS shall have a facility for acknowledging multiple alarms using a single operation. 7.3.2.7. The following sets of alarms shall be highlighted to the operator: 1. new alarms which have been present in the system for a period of time as specified by the operator. 2. alarms which have been acknowledged, but not been cleared for a minimum period of time as specified by the operator. 7.3.2.8. It shall be possible to bring alarms to the attention of the Operator via various means such as (flashing text/icons, audibly, etc.). 7.3.2.9. It shall be possible for the NMS to automatically upgrade the severity of alarms (alarm escalation), depending on factors such as persistence. The operator shall also have the capability to manually mark alarms for escalation. 7.3.2.10. All alarms shall contain the following information: 1. unique object alarm identifier. 2. date and time of when the alarm was raised/cleared/acknowledged. 3. alarm description. 4. source of the alarm. 5. fault location details. 7.3.2.11. All alarm state changes shall be logged to an alarm history database. 7.3.2.12. The NMS shall allow the operator to examine the alarm database using search criteria such as: 1. range of times. 2. source of alarms. 3. specific alarm. 7.3.2.13. To reduce the amount of traffic between sites the NMS shall allow the operator to specify alarm filters. 7.3.2.14. The NMS shall provide a GUI style editor to allow the operator (with the necessary authorisation) to change: 1. alarm threshold definitions. 2. alarm filtering between sites. 3. alarm attentional and reporting attributes (e.g. enable/disable beeping, switch on/off flashing, enable/disable reporting to event log, enable/disable reporting to printer/file, etc.). Page 161 of 245 ICO Proprietary and Confidential 875 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.3.3. ALARM ANALYSIS 7.3.3.1. The NMS shall be able to determine the fault location based on alarms raised, the fault location information contained within each alarm and from the diagnostics test processes in place. 7.3.3.2. Fault location shall isolate the fault to a replaceable unit. 7.3.3.3. The identified unit shall be linked to a physical location. 7.3.3.4. The NMS shall support the establishment of alarm thresholds whereby the operator can configure the system to generate a higher level alarm based on a number of specified lower level alarms. 7.3.3.5. The NMS shall perform alarm correlation at the NMC and SAN-OSS to identify faults and service affecting conditions within the system. 7.3.3.6. The result of the alarm analysis shall be any or all of the following: 1. an action to initiate automatic recovery. 2. an audible alert at a specified location. 3. an additional alarm which can initiate additional actions. 4. generation of a trouble ticket. 7.3.4. TROUBLE TICKET MANAGEMENT 7.3.4.1. The NMS shall provide a facility for the operator to generate Trouble Tickets for detected faults or Customer/Operator complaints. 7.3.4.2. Each trouble ticket shall be tracked by recording details such as: 1. Trouble Ticket number 2. Day and time of alarm/reported fault 3. Location of alarm/reported fault 4. Equipment identification 5. object name 6. Probable cause 7. Description 8. severity 9. Processing priority 10. Issued by 11. Assigned to 12. Primary contact 13. Secondary contact 14. Opened date/time 15. Dispatched date/time 16. Resolved date/time 17. Closed date/time 7.3.4.3. Trouble ticket reports detailing all available information associated with that ticket shall be generated at the specified reporting period while the trouble ticket remains active or on an operators request. Trouble Tickets may be generated manually or automatically. Attachments may be added to Trouble Tickets. Page 162 of 245 ICO Proprietary and Confidential 876 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 2. status information from network elements. 3. event messages from network elements. 4. information gathered from periodic polling of network elements. 7.2.2.11. The configurable data available to the NMS shall include: 1. NMS parameters such as alarm thresholds, reporting periods. 2. database maintenance functions. 3. operating parameters for each network element. 4. quality of service parameters. 7.2.2.12. The status data available to the NMS shall include: 1. versions of network element software. 2. alarms. 3. events. 4. network status. 7.2.2.13. The NMC shall support a scheduler to plan and co-ordinate long-term network changes. 7.2.2.14. The NMC and SAN-OSS shall support scheduled configuration changes where the change is deferred to a selected time. The change process shall be as follows: 1. The NMC NMS shall centrally control the scheduling of planned network configuration changes. Hence, the master schedule shall be maintained and stored by the NMC. 2. It shall be possible to submit a change to the NMC in order that it can be scheduled via electronic or manual means. 3. The NMC NMS shall notify in advance, the relevant SAN-OS of planned scheduling changes which are applicable to that site. A record of this distribution shall be maintained at the NMC. 4. For each scheduled change, the following details shall be logged at the NMC: a. Date/time when scheduled change was issued. b. Date/time when scheduled change is planned to take place. c. Description of the change d. Network element(s) involved in the change e. Name of the authoriser f. Reason why a scheduled change cannot be performed g. Date/time when change was performed h. Confirmation/result of change i. Name of operator or software function initiating the change 5. The SAN-OS shall record receipt of the schedule notification from the NMC. 6. The SAN-OS shall be responsible for informing the NMC NMS when scheduled changes cannot be satisfied within the time scales set (i.e. due to equipment failure, higher priority activities, etc.) such that re-scheduling can be undertaken. 7. The SAN-OS shall be responsible for instructing the appropriate network element(s) to undertake the change (this is likely to be a manual process). 8. The network element should record each configuration change made as per reqt. 7.2.2.19. Page 159 of 245 ICO Proprietary and Confidential 877 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 9. The SAN-OS shall have the capability to request configuration change event reports from the network elements. 10. The San-OS shall be responsible for informing the NMC NMS of the outcome of each scheduled change. 7.2.2.15. The NMS shall perform validation checks on configuration changes before making the change. 7.2.2.16. The NMS (pre/post) validation of configuration requests shall include receiving information on : 1. security checks. 2. parameter range checks. 3. checks to determine if the state change is possible given the current state of the network element being configured. 7.2.2.17. The NMS shall handle any return status sent by the network element as a result of the configuration change. 7.2.2.18. Each configuration change shall generate an event in the event log containing: 1. name of operator or software function initiating the change. 2. name of authoriser 3. date and time of issuing the change. 4. date and time of actioning the change. 5. description of the change. 6. confirmation / result of change. 7.2.2.19. The NMS shall allow the operator to examine configuration changes within the event log based on: 1. an interval of time. 2. a set of network element(s). 3. changes made by a specific operator. 7.2.2.20. The NMS shall be able to assign priorities to each type of configuration change. 7.2.2.21. The NMS shall allow additional installed, dimensioned and configured network elements to be added to the network without having to shutdown the system. 7.2.2.22. The NMS shall provide a facility for maintaining time of day synchronism between network elements which require knowledge of system time of day. 7.3. FAULT MANAGEMENT 7.3.1. REQUIREMENTS FOR NEW ELEMENTS 7.3.1.1. Section 7.3 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.3.2. GENERAL 7.3.2.1. The NMS shall collect alarms generated by the network elements to determine device failures and/or service affecting conditions. 7.3.2.2. The NMS shall be able to monitor and report miscellaneous alarm conditions at each site, such as temperature, humidity, building alarms. Page 160 of 245 ICO Proprietary and Confidential 878 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.1.11.3.6. A minimum of 90 days of event log information shall be stored [on-line] at the NMC. 7.1.11.3.7. The NMC NMS shall be able to serve a minimum of 8 concurrent operator users. 7.1.11.3.8. The system response time to the NMC operator on any operator request shall be less than 10 seconds excluding the following: 1. network element execution time; 2. intersite data transfer time; 3. request for shutdown/start-up of devices; 4. requests that require retrieval and/or processing of large amounts of data. 7.1.11.3.9. In the case of an exception then a response shall be provided back to the operator within 5 seconds with confirmation that the request has been received and is being actioned. 7.1.11.3.10. NMC-NMS shutdown/start-up shall not exceed 10 minutes under normal working conditions. 7.1.12. SIZING 7.1.12.1. The NMS shall provide the required functions and be sized for all equipment and traffic capacity of the initial installation, and shall provide a capability for growth as detailed in the Sizing Requirements (Section 9.3). 7.1.13. EXPANDABILITY 7.1.13.1. The NMC and SAN-OSS shall support the addition of network elements for network expansion as specified in 6.23 and 7.8. 7.1.14. OPERATIONAL TESTING CAPABILITIES 7.1.14.1. The NMS shall have the capability and necessary facilities and tools to undertake diagnostic tests on the detection of a failure or potential problem. [This shall encompass the ability to set up end-to-end test calls (as specified in ICO services requirements) between two or more parties and monitoring/logging all traces through the various subsystems. 7.1.14.2. This feature shall use the logging data to provide an integrated view of the call trace and validate the functioning of the ICO System (a UT on the S-Band capability at the SAN shall be capable of being used for the test call). For testing purposes it shall be possible to initiate a handover from the NMS.] 7.1.15. NMC AND BACK-UP NMC PLATFORM 7.1.15.1. Systems intended for the NMC (e.g. LINK-OS, SRMC, NODE-OS) shall adopt an open systems architecture in order to ensure later development, upgrades and reconfigurations can be encompassed with minimal impact. 7.1.15.2. The NMC hardware shall employ a distributed client-server architecture, such that additional clients can be added at a later date. It shall further be possible to add additional workstations to the system to cater for additional operators (minimum of 10) without any redevelopment work. 7.1.15.3. Hardware sizing and performance rating shall be established taking into account the need for future expandability which are reflected in the ICO 10 year Traffic Model. This shall encompass the processors, disk system, ports, workstations and data networks. 7.1.15.4. Maximum use shall be made of commercial off-the-shelf software provided that: 1. The product fits within the network management approach being adopted and is fit for purpose. 2. The product is suitably documented Page 157 of 245 ICO Proprietary and Confidential 879 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 3. The product is sufficiently supported. 7.1.15.5. Should non-proprietary products be adopted then this shall require ICO approval before being used. 7.1.15.6. When new software is to be developed then this shall adopt an object oriented methodology whenever possible. Tools and aids (e.g. programming languages, developer tool kits, etc.) shall be recognised and well supported. 7.2. CONFIGURATION MANAGEMENT 7.2.1. REQUIREMENTS FOR NEW ELEMENTS 7.2.1.1. Section 7.2 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.2.2. GENERAL 7.2.2.1. This section covers general configuration management functionality to be located at the SAN-OSS and NMC. 7.2.2.2. An event, as referenced in this section, is defined to be a message issued by a network element to the NMS as a result of a state change or action within the element. Events are used by the NMS as a method of obtaining real-time information from the network which supplements the periodic status messages. Alarms are also sent as a result of state changes but differ in that they: 1. result from erroneous state changes. 2. remain active until the corresponding clear alarm is issued from the network element. 7.2.2.3. Configuration data maybe divided into long and short term changes. The long term configurable items maybe file based and are defined at the time of equipment installation or during the expansion of existing facilities. This data is classified as dimensioning data. Shorter term configurable items have fields associated with them on MMI views which allows the operator to make changes to the system while it is operational. The requirements in this specification refer to non dimensioning configuration data unless dimensioning data has been specifically referred to. 7.2.2.4. The status which is returned from network elements does not represent state changes as is the case with events and alarms, but provides the current state of the network element in terms of all of the parameters associated with that network element. This may include parameters such as mode or frequency. 7.2.2.5. The NMS shall provide facilities for the operator to modify NMS dimensioning and non-dimensioning data. 7.2.2.6. All Operator actions for Configuration Management shall be logged. 7.2.2.7. It shall be possible to initiate NMS configuration management processes from both the NMC and SAN-OSS. 7.2.2.8. The NMS shall use schematic representations of the ICO network to graphically reflect the current state of the network and network elements. 7.2.2.9. The NMS shall provide views of the network at a number of levels including: 1. an overall view of the network showing network element interconnections. 2. views of specific network elements and connections. 7.2.2.10. The state of network elements shall be determined from the following information: 1. alarm state changes from network elements. Page 158 of 245 ICO Proprietary and Confidential 880 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. be designed so as to maximise the ease of use and operation of the system bearing in mind the above roles. 2. Permit error tracing, error logging and error recovery. 3. Permit access to and the configuration of all SRMC functionality. 4. Display information in a concise and informative manner. 7.1.8.4. NODE-OS MMI 7.1.8.4.1. The NODE-OS shall be used within the NMC to manage the switching network and the mobility management databases. Hence, two levels of operation are envisioned: 1. Controller - Front line operator responsible for the real time monitoring and controlling of the network. 2. Switch Engineer - Responsible for the network planning, analysis and investigations. 7.1.8.4.2. The details presented shall be designed bearing in mind these two user groups. 7.1.8.4.3. The NODE-OSS MMI shall: 1. Alert the operator when alarm conditions occur. 2. Give the operator access to further information in order that operational decisions can be taken (e.g. network re-configurations). 3. Provide a facility to enable actions or commands to be issued. 7.1.9. BACKUP AND RESTORATION 7.1.9.1. The NMS shall support the following automatic data backup procedures: 1. Full backups of data and system software. 2. Incremental backups between the full backups of data changed since the last backup procedure where applicable. 7.1.9.2. The timing of automatic data backup procedure initiation shall be configurable by the NMS operators. 7.1.9.3. All backups and archives shall be transferred to media located at the same site as the system component containing the data. However, the architecture should not exclude the provision of eventual off-site storage for added security. 7.1.9.4. The NMS shall provide initiation commands for restoration functionality for recovery of data from full and where provided incremental backups. 7.1.9.5. The NMS shall allow restoration of backup data from storage media at the local and remote sites. 7.1.9.6. Each site shall be able to maintain backup procedures in isolation of other sites. 7.1.10. RELIABILITY AND AVAILABILITY 7.1.10.1. Each SAN-OSS shall have an availability of 99.99%. 7.1.10.2. Each NMC shall have an availability of 99.99%. 7.1.10.3. The MTTR shall be taken as 4 hours when on site spares are offered; this assumes that qualified personnel are already on site. 7.1.10.4. The MTTR shall be taken as 168 hours when no on site spares are offered. 7.1.10.5. From the initiation of take-over, the backup NMC device at the Backup NMC site shall assume the role of the NMC in 10 minutes or less. Page 155 of 245 ICO Proprietary and Confidential 881 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.1.11. PERFORMANCE 7.1.11.1. GENERAL 7.1.11.1.1. The NMC NMS/SAN-OSS computing architecture shall be designed to allow for expansion of processing capabilities into the future. 7.1.11.1.2. The NMC NMS/SAN-OSS system performance shall not be compromised by the addition of new SANs and new satellites in accordance with the ICO Traffic Model. 7.1.11.1.3. A warning facility shall be available to inform the operator when spare disk capacity is low. It shall be possible to set the threshold for this type of reporting (e.g. disk 75% full). 7.1.11.2. SAN-OSS PERFORMANCE 7.1.11.2.1. The transaction processing capability of the SAN-OSS is dependent upon the average event rates of the network elements. These rates shall be confirmed at PDR. However, at this point the SAN-OSS shall initially have a minimal processing capability of 2 events/second under normal working conditions. 7.1.11.2.2. The SAN-OSS shall have the capability to queue excess event messages (awaiting processing) for a minimum period of 30 minutes, under normal working conditions. 7.1.11.2.3. The time taken to report a detected tagged network element alarm (that affects network operations) to the network display at the SAN-OSS shall not exceed 20 seconds. 7.1.11.2.4. A minimum of 30 days of event log information shall be stored [on-line] at the SAN-OSS. 7.1.11.2.5. The SAN-OSS shall be able to serve a minimum of 8 concurrent operator users. 7.1.11.2.6. The system response time to the SAN operator on any operator request shall be less than 10 seconds excluding the following: 1. network element execution time; 2. intersite data transfer time; 3. request for start-up/shutdown of devices; 4. requests that require retrieval and/or processing of large amounts of data. 7.1.11.2.7. In the case of an exception then a response shall be provided back to the operator within 5 seconds with confirmation that the request has been received and is being actioned. 7.1.11.2.8. SAN-OSS shutdown/start-up under normal working conditions shall not exceed 10 minutes. 7.1.11.2.9. The SAN-OSS shall be able to run and store data in isolation from the NMC/BNMC for up to 48 hours. 7.1.11.3. NMC NMS PERFORMANCE 7.1.11.3.1. The NODE-OS shall have the capability to process up to 1 event/second under normal working conditions. 7.1.11.3.2. The NODE-OS shall have the capability to process 5000 alarms per day on average. 7.1.11.3.3. The NMC NMS (Link-OS) shall have the capability of processing a minimum of [15] events/second under normal working conditions. 7.1.11.3.4. The NMC NMS shall have a capability to queue excess event messages (awaiting processing) for a minimum of 30 minutes under normal working conditions. 7.1.11.3.5. The time taken to report a detected tagged network element alarm (that affects network operations) to the network display at the NMC shall not exceed 30 seconds under normal conditions. Page 156 of 245 ICO Proprietary and Confidential 882 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.1.8.1.3. Within the MMI it shall be possible to distinguish between different user types in order to dictate the MMI functionality that is to be made available. For example, an Operator within the NMC may be allocated a more reduced version of the SRMC MMI focused towards monitoring and control whereas the network planner will be given all the engineering rights to change the planning process or analyse the data. 7.1.8.1.4. All MMIs shall provide system administration functions for the logical and/or physical area being managed. 7.1.8.1.5. MMI code developed shall conform to recognised graphical user interface industry standards (e.g. Motif/X11, Windows, etc.). In general, standard windowing constructs such as multiple windows, tiling, icons, pop-ups, alerts, etc. shall be encompassed. 7.1.8.1.6. The MMI shall encompass the WYSIWYG (What You See Is What You Get) approach and employ the point-and-click approach. However, the MMI shall be [fully] controllable from the keyboard to guard against a failure in the pointing device. 7.1.8.1.7. Within the NMC it shall be possible to access the different systems required to fulfill the normal network management operations (e.g. SAN-OSS, NODE-OS, SRMC, etc.) from a single workstation and through a single, uniform top level MMI. This MMI level shall be referred to as the "Overall NMC MMI". 7.1.8.1.8. The Overall NMC MMI shall distinguish between two key elements: 1. The network status displays which shall present the real time status of the network. 2. The controller workstation which shall activate various applications and be used for operator commanding. 7.1.8.1.9. From the Overall NMC MMI the Controller shall be able to activate the following MMI levels: 1. LINK-OSS 2. SRMC 3. NODE-OSS 7.1.8.1.10. The NMC MMI shall be produced in liaison with ICO during the requirements and design phases. 7.1.8.1.11. The NMS MMI Style Guide shall be developed and agreed with ICO. In addition, an NMC MMI Document shall be produced to define the actual screen layouts. 7.1.8.1.12. All MMIs shall support operator features such as on-line help information, system administration functions, display settings, etc. 7.1.8.1.13. The NMS MMIs shall support a standard Graphical User Interface (GUI) such as X-Windows, Motif or Windows. 7.1.8.1.14. The NMS MMI shall follow the concepts of the GUI style guidelines and in line with ICO Operational concepts. This style guide shall be agreed with ICO. 7.1.8.1.15. The NMS MMI shall support multiple active windows. 7.1.8.1.16. The NMS MMI shall supply on-line help for system functions. 7.1.8.1.17. It shall be possible for authorised operators to modify the on-line help messages. 7.1.8.1.18. The NMS MMI shall support user specified window manager preferences. 7.1.8.1.19. English shall be the user interface language for the NMS MMI. 7.1.8.1.20. The NMS MMI shall allow for the user configuration of window parameters. 7.1.8.1.21. The NMS MMI shall provide graphical views of the network. These views shall be hierarchically linked to enable movement from one view to another. 7.1.8.1.22. The NMS MMI top level view shall have a world map which can display a near real-time representation of the following user selected information. Page 153 of 245 ICO Proprietary and Confidential 883 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. location and alarm status of the NMC sites. 2. location and alarm status of the SAN sites, ADC, SCC sites and [OT&DF]. This information may be transported by means other than by the TNM or DCN. 3. intersite links and their status. 7.1.8.1.23. The NMS MMI shall support an Operator configuration facility during network expansion for the addition of new Network Elements. 7.1.8.1.24. A change in the reporting status of a network element (e.g. normal to alarm condition) shall be visually communicated by changing the colour of the representative screen object, this colour will align with the current severity of the condition. 7.1.8.1.25. The NMS MMI shall provide a graphical legend for map symbols and icons. 7.1.8.1.26. The NMS MMI shall provide an alarm viewer for viewing current alarms and alarm history. 7.1.8.1.27. The NMS MMI alarm viewer shall allow for displaying different alarm severities. 7.1.8.1.28. The NMS MMI shall provide a current alarm summary window which provides a count of alarms for each alarm severity. 7.1.8.1.29. The NMS MMI shall provide an alarm description lookup to provide additional information concerning each alarm and advice on recovery action 7.1.8.1.30. The NMS MMI shall be designed with consideration for Operators' Health, Safety and comfort 7.1.8.1.31. It shall be possible to login to any SAN MMI system from the NMC. 7.1.8.1.32. The MMI shall include features to enable an authorised user to efficiently set-up, halt and debug the system operation. 7.1.8.2. LINK-OS MMI 7.1.8.2.1. The style of the LINK-OS MMI shall conform with that of the higher level Overall NMC MMI. 7.1.8.2.2. The LINK-OS MMI shall be used to consolidate the operation and maintenance across all the SAN sites. Hence, the LINK-OSS system is fed from the individual SAN-OSSs. 7.1.8.2.3. The LINK-OS shall be primarily operated by "front line" operators in the NMC. Hence, ease of use, simple operation activation and good human computer interaction shall be key features. 7.1.8.2.4. The LINK-OS MMI shall support filtered monitoring and alarming concerning the attached network elements. 7.1.8.2.5. The LINK-OS MMI shall enable control commands to be issued to the attached network elements in a consistent manner. 7.1.8.3. SRMC MMI 7.1.8.3.1. The SRMC MMI shall be designed bearing in mind two operational roles or user categories namely: 1. Operator - Responsible for the monitoring and management of the physical hardware and software elements making up the SRMC and for the distribution of the various resource plans produced. This task is on-line in nature. 2. Network Engineer - Responsible for the detailed planning and analysis of spectrum and resource management. This task is off-line in nature. 7.1.8.3.2. Bearing in mind the above user roles, the MMI shall: Page 154 of 245 ICO Proprietary and Confidential 884 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.1.5.2. The NMS shall be able to produce custom reports with differing levels of detail suitable for management, technical and operational staff. 7.1.5.3. The NMS shall be able to produce reports automatically or on an ad hoc basis. 7.1.5.4. The NMS shall be able to provide reports in the following manner: 1. MMI window. 2. Printer. 3. Disk File. 7.1.5.5. It shall be possible to export the generated report file from the NMS platform into a universal PC based environment. 7.1.6. SOFTWARE UPGRADES 7.1.6.1. The NMS shall be able to support the download of software to network elements which have software upgrade functionality. This capability can be through the network element's OAM. 7.1.6.2. The NMS shall provide the ability to store the following software: 1. Current executable software. 2. Replacement executable software. 3. Fallback executable software. 7.1.6.3. The NMS shall provide the ability to store the following information about each piece of software: 1. version number. 2. date installed. 3. description. 4. developer and contact number. 7.1.6.4. The NMS shall provide the ability to perform a consistency check of software to check that the version number of the software in the network elements across SANs are consistent and in accordance with the overall NMS master plan (Software Inventory). 7.1.6.5. The NMS shall provide the ability to command a network element to change over to the replaceable executable software. 7.1.7. NETWORK MANAGEMENT CENTRE AND SAN-OSS 7.1.7.1. NETWORK MANAGEMENT CENTRE 7.1.7.1.1. The NMC shall initially be the centralised command centre of the NMS. However, the architecture proposed shall not preclude the ability to distribute management services outwards into the network at a later date. 7.1.7.1.2. The NMC shall provide a global view of the network status. 7.1.7.1.3. The NMC shall be able to perform the functions of a SAN-OSS for a selected SAN. 7.1.7.1.4. There shall be a backup NMC provided, that is functionally identical with the NMC. 7.1.7.1.5. The backup NMC shall be kept synchronous with the primary NMC to allow manual switch-overs when authorised. 7.1.7.1.6. The backup NMC shall be able to be used for routine monitoring operations in normal operational circumstances (i.e. when the main NMC is fully available). 7.1.7.1.7. During failures between Management Levels, each level shall store messages for restoration purposes. Page 151 of 245 ICO Proprietary and Confidential 885 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.1.7.2. SAN-OSS 7.1.7.2.1. Each SAN shall include a SAN Management System. 7.1.7.2.2. The SAN Management System shall comprise of: 1. Element Management System (referred to as the SAN-OSS) for the network management of all the local elements resident at the SAN site. 2. SAN Satellite Resource Management System (SRMS) for the distribution and coordination of satellite resource data. 7.1.7.2.3. The SAN-OSS shall form a part of the overall network management capability required to monitor and control the entire ICONET. As such it shall act as an agent and mediation function to the higher level NMC network management system and hence act as a gateway between the NMC and the site elements. 7.1.7.2.4. The SAN-OSS shall be responsible as far as is possible for the management of the network elements resident at the site. The SAN-OSS shall also include provisions to allow for future expandability to cater for additional network elements which may prove necessary. 7.1.7.2.5. The SAN-OSS shall have the capability to collect, filter alarms, action and/or distribute relevant network management information to the NMC, and the sub-system OAMs. Some of these tasks shall occur on a real-time basis. 7.1.7.2.6. The SAN-OSS shall conform to internationally recognised network management standards and adopt industry recognised network management protocol(s) where possible. Interfacing to the NMC shall adopt an internationally recognised network management protocol. 7.1.7.2.7. The SAN-OSS shall incorporate provisions for fault, configuration, performance and security management, compliant with industry recognised practises. 7.1.7.2.8. In addition, it shall be possible for all the SAN-OSS to continually operate the SAN NEs in the event of an NMC failure. 7.1.7.2.9. It shall be possible to operate the SAN-OSS from the NMC site. 7.1.7.3. SAN SRMS 7.1.7.3.1. The SAN SRMS shall be responsible for providing the satellite resource data such as the BTFP and the satellite channelisation plan for the other relevant sub-systems within the SAN in an appropriate format. The SAN SRMS shall receive the original of such satellite resource data from the NMC in advance and shall derive detailed data from the received information. 7.1.7.3.2. Fault, performance, configuration and security management of the SAN SRMS shall be achieved via the SAN-OSS. 7.1.8. MAN MACHINE INTERFACE REQUIREMENTS 7.1.8.1. GENERAL 7.1.8.1.1. The requirements of Section 7.1.8 are specific to the MMI at the NMC and SAN-OSS. However, they should also be considered at the network element level, where possible and practical (i.e. for new developments). 7.1.8.1.2. For the purposes of network management then the NMS MMI shall be taken to encompass the totality of the MMI features available at each level in the system hierarchy (e.g. NMC, LINK-OS, NODE-OS, SAN-OSS and individual NE OAMs). Hence, as you move down from the top level MMI to the network elements then additional functionality and options will be uncovered, depending upon the set user privileges. Page 152 of 245 ICO Proprietary and Confidential 886 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.1.2.13. The NMS architecture shall be such that future network elements can be harmonised for network management purposes through the application of standardised and recognised interfaces. For example, this requirement is needed to cater to two types of system interconnections: 1. Interconnection with other network carrier management systems for the exchange of network management data. 2. Interconnection with new systems operated from the NMC. Items which fit into this category are the Legal Interception Management System, Fraud Management System, Key Management System and future monitoring systems. 7.1.2.14. Network Management related Operator actions shall be logged. 7.1.2.15. (F/R) The NMS shall be designed to support: 1. electronic documentation system; 2. the EDS shall provide system diagrams, maps, etc.; 3. on-line fault recovering procedure; EDS shall be complemented by hard-copies of all documents. Relevant user manuals, operator instructions, etc. shall be provided in electronic format to allow integration into a general EDS (e.g.: hypertext application). 7.1.2.16. The NMS shall encompass a facility to enable offsite personnel and sites to be contacted and provided with relevant information (e.g. trouble tickets, maintenance instructions, etc.). It shall be possible to: 1. support an independent e-mail/paging/alerting local and geographical network provided by ICO and NEC; 2. the e-mail/paging/alerting network shall be compliant with industry standards for transport, encryption, security, etc.; 3. the e-mail/paging/alerting network shall connect all ICO specified nodes; 4. failure of e-mail/paging/alerting network shall not impact any ICO node (e.g.: must be an independent LAN) 7.1.2.17. The management of the ICO system is accomplished via the Network Management System (NMS) - elements of which exist at all ICO subsystems. 7.1.2.18. The NMS is a heirarchical system with lower levels of management being performed by the elemental OAM. 7.1.2.19. The information from the elemental OAMs is integrated/mediated where possible (e.g. the SAN-OSS) prior to being transported to the highest level in the NMS heirarchy - the NMC. The NMC also manages the communications, signalling and administrative links between the ICO elements. 7.1.2.20. The NMC performs no real time functions of alarm and fault management, performance management, configuration management, security management and to a lesser degree accounting management. 7.1.2.21. The NMC is used to maximise ICO reliability, effectiveness, and responsiveness. 7.1.2.22. The NMC provides services to the upper layers of TMN - the Business and Service Management layers. 7.1.2.23. The NMC provides one major specific configuration management function via the Satellite Resource Management Centre (SRMC) for the management of ICO resources at the SANS and on the Satellite. 7.1.2.24. The NMC incorporates SRMC elements responsible for the satellite channelisation. 7.1.2.25. The NMC incorporates tools enabling operators to reconfigure and manage and fine tune the ICO system. Page 149 of 245 ICO Proprietary and Confidential 887 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.1.2.26. The NMC monitors and responds to network traffic changes, alarms, faults, etc. 7.1.2.27. There are two NMC - the Primary NMC and a back-up NMC. NM data from the Network elements is transported concurrently to both NMCs (i.e. full functionality at both centres) the only exception being that the databases at the B-NMC may not be in full real-time synchronism with the Primary NMC databases. 7.1.2.28. There may be a direct connection between the NMC and the B-NMC. 7.1.2.29. In the event of Primary NMC failure all NM operations (including SRMC/SRMS) are switched over to the back-up. The switchover is via operator command. The delay associated with the switchover is not to exceed [10] minutes. 7.1.2.30. (F/R) The NMC also contains the management system for the ICONET (the Network Traffic Manager) 7.1.2.31. Full NM functionality at the NMC is accessible via user friendly graphical user interfaces (GUIs) 7.1.2.32. The NMC supports Application Programmable Interfaces (API's) which allows for system expansion. 7.1.2.33. Legal Interception and Subscriber tracing capability is also provided at the NMC/B-NMC via the MSSC. 7.1.2.34. Fraud Control is provided at the NMC/B-NMC via the MSSC. 7.1.2.35. The NMC supports the NM requirements and interfaces to the SCC and the ADC. 7.1.3. DATA ARCHIVING 7.1.3.1. The NMS shall support archiving of the following data: 1. System performance statistics. 2. Event logs. 3. Alarm history. 4. Trouble ticket data. 5. Management Reports. 7.1.3.2. The NMS shall provide the capability for managing long term archiving of data. The long-term archive shall hold a minimum of 90 days of data storage. 7.1.3.3. The NMS shall provide the capability to access archived data locally and remotely. 7.1.3.4. Each site shall be able to maintain archiving procedures in isolation of other sites. 7.1.4. APPLICATION PROGRAMMING INTERFACE 7.1.4.1. The NMS shall supply libraries of open Application Programming Interfaces (APIs) for interfacing standard application programs (e.g. maintenance database, report generator, etc.). 7.1.5. REPORT MECHANISMS 7.1.5.1. The NMS shall provide reports on the following: 1. Performance data. 2. Current status data. 3. Diagnostic Tests. 4. Trouble Ticket reports. 5. Alarm data. 6. Event log data. Page 150 of 245 ICO Proprietary and Confidential 888 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6. High Power Notification. 7. Payload Command System. 8. Radio Frequency Terminal (this includes the shared Telemetry, Tracking and Control equipment). 9. Satellite Base Station. a. Channel Unit. b. Channel Manager. c. Real Time Resource Manager. d. GPS Receiver equipment e. Ethernet switch 10. Terrestrial Network Manager. 11. Digital Communication Network. 12. Forced Call Routing (F/R) 7.1.2.5. The NMS shall support multiple MMIs which can be distributed in multiple locations. 7.1.2.6. The NMS shall be able to retrieve events, alarms and configuration reports from network elements. 7.1.2.7. The NMS shall provide a "reach through" capability e.g. via X-Windows, to allow management of network elements and/or element management systems remotely. 7.1.2.8. The NMS shall use a client-server architecture. 7.1.2.9. The operating systems and protocols used for the NMS shall have the following features: 1. controlled by an industry standard. 2. commercially available with product support. 3. consistent with open systems concepts. 4. multiprocessing. 5. compatible between the client and server. 7.1.2.10. The DBMS and all third party application software used for the NMS servers shall be commercially available with product support. 7.1.2.11. The programming languages used to develop the NMS application code shall have the following features: 1. controlled by an industry standard. 2. commercially available with product support. 3. support for major hardware and software platforms. 4. support for object oriented programming. 5. supported with development and management tools which are commercially available with product support 7.1.2.12. The NMS monitoring capability shall support: 1. event-driven philosophy 2. polling 3. event-driven and polling 4. the monitoring strategy shall be user selectable, where possible. Page 148 of 245 ICO Proprietary and Confidential 889 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7. NETWORK MANAGEMENT SYSTEM AND LEGAL INTERCEPTION SYSTEM 7.1 GENERAL REQUIREMENTS 7.1.1. REQUIREMENTS FOR NEW ELEMENTS 7.1.1.1. Section 7.1 covers general functionality to be located at the SAN-OSS and NMC. The functionality provided through the individual OAMs is described in Section 7.8. However, in the case of the development of new elements it is recommended that the requirements of this Section be taken into account. 7.1.2. NETWORK MANAGEMENT 7.1.2.1. It is a general requirement that the Network Management System complies to GSM-12 Standards and refers to TMN Standards, whenever possible. 7.1.2.2. The NMS consists of: 1. Network Management Centre (NMC). 2. Backup NMC. 3. SAN Operations Support System (SAN-OSS) at each SAN, including the Operational Test and Development Facility (OT&DF) (refer to Section 12) 4. Network Elements Operation and Maintenance (OAM). 7.1.2.3. The NMS shall provide the following management services for the ICO network: 1. Configuration Management. 2. System Administration 3. Fault Management. 4. Performance Management. 5. Security Management. 6. Accounting Management. 7. Trouble Ticket Management. 7.1.2.4. The NMS shall provide management services for the following: 1. The NMC equipment and Back-up NMC (namely the main NMS platform including the Link-OS) 2. Satellite Resource Management Centre (SRMC) and Back-up SRMC. 3. Node Operation System (Node-OS): a. Mobile Satellite Switching Centre. b. Visitor Location Register. c. IGF Messaging Platform. d. Home Location Register. e. Authentication Centre/Equipment Identification Register. f. Interworking Location Register. g. Signalling System 7. h. Intelligent Networks (F/R) 4. Satellite Access Node-OSS. 5. Administration Data Centre. Page 147 of 245 ICO Proprietary and Confidential 890 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.59.9.2.3.6. The NMC shall plan the execution of stored payload control commands intended as the back-up for real-time HPN index table swapping commands. This shall occur approximately [3] seconds after the real-time swapping command execution time. 6.59.9.2.3.7 The IGF shall assume that the potential duplication between real-time and back-up stored payload commands does not adversely affect satellite payload configuration. 6.59.9.2.4. SECTION NOT USED Page 145 of 245 ICO Proprietary and Confidential 891 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK. Page 146 of 245 ICO Proprietary and Confidential 892 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.59.1.2. The IGF shall assume that appropriate interface function is provided with the ICO provided PCS to perform the following requirements. 6.59.1.3. The Central PCS subsystem shall interface with primary and backup NMC for the purpose of exchanging data according to the CPCS to NMC Interface Control Document (TBD). 6.59.1.4. Where exchange of data with NMC is specified in the following sections, it shall be interpreted as meaning exchange of data with either or both the primary and the backup NMC. 6.59.1.5. The Remote PCS subsystem shall interface with the RFT at 1 GHz band IF interface according to the RPCS to SAN Interface Control Document (TBD). 6.59.1.6. The Remote PCS subsystem shall interface with the SAN-OSS to provide the equipment alarms according to the RPCS to SAN Interface Control Document (TBD). 6.59.1.7. The Remote PCS subsystem shall interface with the RFT to receive the RFT to satellite assignment information according to the RPCS to SAN Interface Control Document (TBD). 6.59.1.8. The Remote PCS subsystem shall interface with the Clock Distribution Subsystem to receive the reference clock and frequency according to the RPCS to SAN Interface Control Document (TBD). 6.59.1.9. The IGF shall assume that the CPCS shall manage the data exchange within the PCS subsystem. 6.59.2. SECTION NOT USED 6.59.3. PCS SUBSYSTEM CONTROL FUNCTIONS 6.59.3.1. The IGF shall assume that the PCS subsystem shall translate information on channelisation plans for the communications transponder into satellite payload control commands. 6.59.3.2. Deleted. 6.59.3.3. The IGF shall assume that the Central PCS subsystem shall send the payload status information to the NMS. 6.59.3.4. The NMS shall deliver to Central PCS the SAN-satellite contact plan. 6.59.3.5. The IGF shall assume the PCS subsystem shall translate information on HPN index table management into satellite payload control commands. 6.59.3.6. The IGF shall assume that the Central PCS shall select the appropriate Remote PCS site and deliver the payload command information to the Remote PCS so that the payload commands are uploaded to the specified satellites on time. 6.59.4. SECTION NOT USED 6.59.5. PAYLOAD AND GROUND SYSTEM SYNCHRONISATION 6.59.5.1. The IGF shall assume that the PCS shall adjust the time tag of the stored command according to the difference between the satellite clock and the IGF reference system time. 6.59.5.2 DELETED 6.59.5.3 DELETED Page 143 of 245 ICO Proprietary and Confidential 893 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.59.6. SECTION NOT USED 6.59.7. SECTION NOT USED 6.59.8. PAYLOAD STATUS 6.59.8.1. The IGF shall assume that the PCS subsystem shall validate that stored commands transferred to each satellite have been successfully received. 6.59.8.2. The IGF shall assume that the PCS subsystem shall resend any stored commands that have not been successfully received an PCS configurable number of times. 6.59.8.3. Deleted. 6.59.8.4. Deleted. 6.59.8.5. The IGF shall assume that the PCS subsystem shall make available information on the aggregate satellite S-band [and C-band] transmit power value to the NMS at a configurable interval from 8 to 64 seconds. 6.59.9. PAYLOAD CONFIGURATION 6.59.9.1. COMMUNICATIONS TRANSPONDER CONFIGURATION 6.59.9.1.1. GENERAL 6.59.9.1.1.1. The IGF shall assume that the PCS subsystem shall configure the communications transponder using stored commands. 6.59.9.1.2. STORED COMMUNICATIONS TRANSPONDER COMMANDS 6.59.9.1.2.1. The NMS shall deliver to the CPCS subsystem information needed to configure and maintain the satellite communications transponder in accordance with the CPCS to NMS ICD (TBD). 6.59.9.2. HPN TRANSPONDER CONFIGURATION 6.59.9.2.1. GENERAL 6.59.9.2.1.1. The IGF shall assume that the PCS subsystem shall configure the valid HPN index table on each satellite using a combination of stored commands to update index table entries and index table mapping commands in accordance with the CPS to NMS ICD (TBD). 6.59.9.2.2. SECTION NOT USED 6.59.9.2.3. STORED PAYLOAD COMMANDS 6.59.9.2.3.1. The NMS shall deliver to the CPCS information needed to configure and maintain the entries of the 4 on-board HPN index tables according to the HPN channelisation plan in accordance with the CPCS to NMS ICD (TBD). 6.59.9.2.3.2. The NMS shall deliver to the CPCS information needed to select the appropriate HPN index table to be the active and standby index table according to the HPN channelisation plan in accordance with the CPCS to NMS ICD (TBD). 6.59.9.2.3.3. DELETED 6.59.9.2.3.4. The NMS shall deliver to the CPCS information on when to change active and standby HPN table mapping in accordance with the CPCS to NMS ICD (TBD). 6.59.9.2.3.5. DELETED Page 144 of 245 ICO Proprietary and Confidential 894 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.6.3. CABLING BETWEEN THE RFT SHELTER AND THE MAIN BUILDING 6.58.6.3.1. Channel Units will be located in the central building separated from the RFT Shelters. 6.58.6.3.2. The cabling for IF and LAN signals between the RFT Shelter and the Main Building shall be redundant for any cable carrying signals for more than 1 RFT. 6.58.6.3.3. Cable loss between the RFT equipment and the Channel Units shall be such that C-band and S-band performance requirements specified in Section 6.58.2 and Section 6.58.3 are met. 6.58.6.3.4. Specifically, the amplitude response, and its variation, of the cable shall be taken into account to meet the EIRP level accuracy and stability requirements specified in Section 6.53.1.6. 6.58.7. RFT DOWNLINK REQUIREMENTS FOR TT&C 6.58.7.1. APPLICABILITY 6.58.7.1.1. The specifications in this section shall apply, over the operating temperature range, to the overall receive downlink path defined from the antenna feed output ports to the IF interface ports of the GCE. 6.58.7.2. BANDWIDTH AND GAIN 6.58.7.2.1. The 10 dB bandwidth shall be greater than (plus or minus) 3 MHz and not greater than (plus or minus) 25 MHz. 6.58.7.2.2. The gain stability shall be within (plus or minus) 1dB excluding the gain variation due to the IFL and the gain variation across the passband shall be less than 1dB. The gain variation of the IFL shall be less than [plus or minus 2.5] dB. 6.58.7.2.3. The nominal level of the telemetry beacon signal at 1F, corresponding to a power flux density at the antenna surface of -158dBW/m(2), shall be -45dBm. 6.58.7.3. FREQUENCY CONVERSION 6.58.7.3.1. The overall frequency offset shall be less than (plus or minus) 10kHz from the nominal frequency. The frequency translation equipment shall not be synchronised to the SAN master frequency source. The system shall not invert the spectrum of the received signal. 6.58.7.4. Phase Noise 6.58.7.4.1. Phase noise spectral density shall not exceed the mask defined by the following breakpoints: -37 dBc/Hz 10 Hz offset -62 dBc/Hz 100 Hz offset -80 dBc/Hz 3000 Hz offset
6.58.7.5. SPURIOUS SIGNALS (TBR) 6.58.7.5.1. The level of spurious signals shall be less than -56 dBm and the level of the thermal noise shall be less than -60 dBm in any 4kHz band within the receive band provided that the signal output level from the downconverter is -26dBm. Page 141 of 245 ICO Proprietary and Confidential 895 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.7.6. GROUP DELAY 6.58.7.6.1. Group delay variation shall be less than 3 ns/MHz within the receive passband. Group delay stability shall be better than 12ns/6 months for levels between (minus) 10dB to (plus) 5dB of the nominal level. 6.58.8. RFT UPLINK REQUIREMENTS FOR TT&C 6.58.8.1. APPLICABILITY 6.58.8.1.1. The specifications in this section shall apply, over the operating temperature range, to the overall transmit uplink path defined from the IF interface ports of the GCE to the antenna feed input port. 6.58.8.2. BANDWIDTH AND GAIN 6.58.8.2.1. The 10 dB bandwidth shall be greater than (plus or minus) 3 MHz and less than (plus or minus) 25 MHz. 6.58.8.2.2. The gain stability shall be better than (plus or minus) 0.5dB in any 3-hour period and better than (plus or minus)[2.5] dB overall. The variation of the gain across the passband shall be less than 1 dB. 6.58.8.3. FREQUENCY CONVERSION 6.58.8.3.1. The frequency stability shall be better than (plus or minus) 5 kHz. The frequency translation equipment shall not be synchronised to the SAN master frequency source. The system shall not invert the spectrum of the transmitted signal. 6.58.8.4. PHASE NOISE 6.58.8.4.1. Phase noise spectral density shall not exceed the mask defined by the following breakpoints: -37 dBc/Hz 10 Hz offset -62 dBc/Hz 100 Hz offset -80 dBc/Hz 3000 Hz offset
6.58.8.5. SPURIOUS AND HARMONIC SIGNALS 6.58.8.5.1. Over the operating transmit power range, the level at the antenna transmit port of spurious signals shall be less than (-)43 dBW/4kHz and the radiated harmonics shall be at less than -50dBc. This is measured from the feed horn to the IF interface. The maximum spurious level from the TT&C modulator shall be less than -80dBm. 6.58.8.6. GROUP DELAY 6.58.8.6.1. Group delay variation shall be less than 3 nanoseconds/MHz within the transmit band. Group delay stability shall be better than 12 nanoseconds/6 months over the transmit power range. 6.59. PCS INTERFACE REQUIREMENTS 6.59.1. GENERAL PCS INTERFACE REQUIREMENTS 6.59.1.1. ICO provided Payload Command System (PCS) shall consist of primary and backup Central PCSs (CPCS) which shall collocate with the primary and backup NMC sites, Display PCSs (DPCS) which shall collocate with the SCC and BCC, and six Remote PCSs (RPCS) which shall collocate with the TT&C SANs. Page 142 of 245 ICO Proprietary and Confidential 896 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.3.1.6.2. All the signal level information thus gathered on the transponder and link shall be reported to the SRMS/SRMC. The SRMC will receive this information from all 12 SANs and by processing over time, the SRMC will be able to verify transponder EIRP and gain settings. Among others, the SAN SRMS will use the gathered data to adjust the SAN EIRP of the BCCH and other carriers so that their S-band EIRP from the satellite will be expected to be within +/- 1.5 dB of the specified values. 6.58.3.1.6.3. The gain of the SAN S-band receive chain shall be calibrated as specified in Section 6.58.3.1.5 so that the accuracy of the measured BCCH levels is better than +/- 1.0 dB. 6.58.3.1.7. RECEIVER PHASE NOISE 6.58.3.1.7.1. The single sideband phase noise spectral density induced on any received carrier shall not exceed the values given below:
Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz; F in Hz) 10 - 100 Hz -12 - 25 log F 100 - 800 Hz -22.2 - 19.9 log F 0.8 - 10 kHz -80 dBc 10 - 20 kHz +52.8 -33.2 log F 20 - 100 kHz -90 dBc
6.58.3.1.7.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.58.3.1.7.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.58.3.1.7.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.58.3.1.7.5. In addition to the above, the following requirements shall be met: 1. For offset frequencies up to 250 Hz, no discrete component shall exceed the limit mask by 10 dB. 2. For offset frequencies from 250 Hz to 100 kHz, no discrete component shall exceed 50 dBc. 6.58.4. DOPPLER MEASUREMENT AND COMPENSATION PERFORMANCE REQUIREMENTS 6.58.4.1. PHASE NOISE 6.58.4.1.1. The AFC compensation system shall meet the performance requirements in the presence of phase noise on the received C-to-C pilot. 6.58.4.1.2. The phase noise induced by the AFC system shall be such that the overall phase noise specification in Section 6.53.1.14 shall be met. 6.58.4.2. CONTROL STEP SIZE AND RANGE 6.58.4.2.1. The AFC system shall have a frequency control capability in phase continuous steps of no more than 1 Hz, up to a minimum of +/- 42 kHz of nominal frequency Page 139 of 245 897 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.4.3. AFC ACQUISITION TIME 6.58.4.3.1. AFC acquisition time is defined as the time that the AFC compensation error becomes within the specification given in Section 6.58.4.4 after the reception of the pilot signals by the antenna. 6.58.4.3.2. AFC acquisition time shall be less than 1 minute from any initial state, and less than 20 seconds when the initial prediction by using the satellite ephemeris data is available. 6.58.4.4. AFC ERROR AND RESPONSE SPEED 6.58.4.4.1. The AFC system shall meet the following requirements: 1. Threshold C/N(0) 45 dBHz 2. Input signal characteristics Frequency variation range less than +/- 72 kHz Change rate less than 38 Hz/sec Satellite LO drift less than (10)(to the power of -8) (long term) less than (10)(to the power of -10) (for 10 seconds) 3. Frequency compensation error Transmit (SAN IF to Satellite S - band output): less than +/-[6]Hz at centre frequency 4. Receive (Satellite S - band input to SAN IF): less than +/-[6]Hz at centre frequency 6.58.5. AUTOMATIC POWER CONTROL (APC) 6.58.5.1. C-BAND TRANSMIT POWER CONTROL RANGE 6.58.5.1.1. The automatic power control subsystem shall be able to adjust EIRP for path loss variation of up to + 3 dB of the clear sky value, and the satellite gain variation over time up to 3 dB peak-to-peak. 6.58.5.1.2. Total automatic power control range shall be at least 20 dB. 6.58.5.2. C-BAND TRANSMIT POWER CONTROL ACCURACY 6.58.5.2.1. The expected accuracy of this control shall be better than +/- 1.0 dB at the satellite C-band receive antenna output. 6.58.6. RFT SHELTER 6.58.6.1. ENVIRONMENTAL CONDITIONS 6.58.6.1.1. The RF equipment shall be installed in the RFT shelter or building located near each antenna. 6.58.6.1.2. The environmental conditions inside the RFT Shelter shall be controlled to meet the conditions specified below: Temperature : +10 to +40 deg. Centigrade Relative humidity : 5% - 95% 6.58.6.2. CABLING BETWEEN THE ANTENNA AND THE RFT EQUIPMENT 6.58.6.2.1. Cable loss between the Antenna and the RFT equipment shall be such that C-band and S-band performance requirements specified in Section 6.58.2 and Section 6.58.3 be met. Page 140 of 245 898 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.58.2.2.2.3. The receive subsystem, including demodulators, shall operate over a signal range of ICO signals as defined. 6.58.2.2.3. PROTECTION TO THE ADJACENT FREQUENCY INTERFERENCE 6.58.2.2.3.1. A BPF shall be able to be inserted, if required, before each LNA to protect the receivers against terrestrial systems operating at less than -30 dBm beyond 60 MHz outside the receive band. 6.58.2.2.3.2. Insertion loss of the BPF shall not be greater than 0.2 dB. 6.58.2.2.4. TOLERABLE RECEIVER INPUT LEVEL 6.58.2.2.4.1. The receive subsystem shall withstand the input level of -20 dBm at the LNA input without damage. 6.58.2.2.5. GAIN STABILITY 6.58.2.2.5.1. The RFT receive subsystem gain including IFL shall be maintained within plus or minus 3 dB over the environmental range of operation specified in Section 6.58.6.1 and below, assuming AGC is disabled. Outdoor temperature: -20 to +55 deg. Centigrade Outdoor relative humidity: 0% - 100% 6.58.2.2.6. FREQUENCY STABILITY 6.58.2.2.6.1. The frequency stability of the RX subsystem for communication carriers shall be so that the requirements in Section 6.58.4.4. is met when the AFC is enabled. 6.58.2.2.6.2. The receive frequency stability for the TT&C carrier shall be referred to the TT&C to SAN Interface Control Document 6.58.2.2.6.3. The local oscillators of the TT&C down-converters shall be independent of the SAN Master Reference Oscillators. 6.58.2.2.7. TOTAL PHASE NOISE INDUCED BY THE SAN RECEIVE PATH 6.58.2.2.7.1. The single sideband noise spectral density induced on any received carrier shall not exceed the values given below with the AFC function enabled: Frequency Offset (F) SSB Phase Noise Limit (dBc/Hz; F in Hz) 10 - 100 Hz -12 - 25 log F 100 - 800 Hz -22.2 - 19.9 log F 0.8 - 10 kHz -80 dBc 10 - 20 kHz +52.8 -33.2 log F 20 - 100 kHz -90 dBc 6.58.2.2.7.2. If any discrete phase noise components are present at a level that exceeds the limit mask, the 10 Hz to 100 kHz band shall be considered to be divided into a number of contiguous sub-bands, each containing no more than one discrete component. 6.58.2.2.7.3. The width of a sub-band containing a discrete component shall not exceed F/5 Hz, where F is the frequency of the discrete component. 6.58.2.2.7.4. In each of the sub-bands, the integrated phase noise due to any spectral component, including the discrete component, shall not exceed that allowed by integrating the limit mask over the same sub-band. 6.58.2.2.7.5. In addition to the above, the following requirements shall be met: Page 137 of 245 ICO Proprietary and Confidential 899 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. For offset frequencies up to 250 Hz, no discrete component shall exceed the limit mask by 10 dB. 2. For offset frequencies from 250 Hz to 100 kHz, no discrete component shall exceed 50 dBc. 6.58.2.2.7.6. The above specification shall be met from the RF input to the LNA to the IF output to the Channel Units. 6.58.3. S-BAND PERFORMANCE REQUIREMENTS 6.58.3.1. S-BAND RX PERFORMANCE REQUIREMENTS 6.58.3.1.1. G/T 6.58.3.1.1.1. The receiving system G/T shall be at least 8.8 dB/K in the direction of the satellite over the entire receive pass-band under clear sky and average wind conditions. 6.58.3.1.1.2. This specification shall be met with the C-band and S-band transmitter operating at maximum operating output power. 6.58.3.1.2. RECEIVER DYNAMIC RANGE 6.58.3.1.2.1. The maximum composite PFD from ICO satellites, corresponding to SAN at centre of coverage is -100 dBW/m2 excluding noise and intermodulation components generated by the satellite. 6.58.3.1.2.2. The expected PFD of S-band down link communication carriers will be: 1. TCH: -199 dBW/m(2) 2. BCCH: -115 dBW/m(2) 3. HPN: -105 dBW/m(2). Note that the variation of these values will not be much because the up-link fade will be compensated for by the ALC and there will be little downlink fade. 6.58.3.1.2.3. The receive subsystem shall operate over a signal range of ICO signals as described above. 6.58.3.1.3 RECEIVE FREQUENCY STABILITY 6.58.3.1.3.1. The frequency stability of the S-band RX subsystem shall be better than plus or minus 5 Hz. 6.58.3.1.4. RECEIVE GAIN STABILITY 6.58.3.1.4.1. Gain stability of the receive subsystem excluding IFL shall be better than plus or minus 3 dB. 6.58.3.1.5. RECEIVE GAIN CALIBRATION REQUIREMENT 6.58.3.1.5.1. Provision shall be provided to insert a standard signal generator signal with a known level to the S-band LNA input port to calibrate the gain of the S-band receive path any time as necessary to meet the receive level measurement requirement specified in Section 6.58.3.1.6. 6.58.3.1.6. C-S LOOPBACK BCCH MONITOR 6.58.3.1.6.1. The S-band BCCH power monitor shall measure signal level of the received BCCH, which was transmitted by own SAN. Page 138 of 245 ICO Proprietary and Confidential 900 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.1.3.6. VSWR 6.58.1.3.6.1. The VSWR of the antenna feed subsystem at the transmit and receive ports shall not exceed 1:1.3. (TBR) 6.58.1.3.7. TX/RX BEAM ALIGNMENT 6.58.1.3.7.1. The transmit and receive beam alignment shall be within 1/10 of the half power beamwidth of the receive beam. 6.58.1.3.8. C-S BEAM ALIGNMENT 6.58.1.3.8.1. The C-band and S-band receive beam alignment shall be within 1/10 of the half power beamwidth of the S-band receive beam. 6.58.1.4. ISOLATION BETWEEN PORTS 6.58.1.4.1. The isolation between any C-band port and any S-band port, for signals in the C-band and S-band transmit and receive band, shall be such that the required C-band and S-band G/T requirements specified in Section 6.58.2.2.1 and Section 6.58.3.1.1 shall be guaranteed when the C-band and S-band signals are simultaneously transmitted at the maximum operating EIRP specified in Section 6.53.1.4 and Section 6.53.3.2. 6.58.1.5. DE-ICING 6.58.1.5.1. De-icing capability shall be provided for antennas for the SAN located in the area with possibility of snow fall. 6.58.1.5.2. The performance of the de-icing shall be 500W/m(2) and it shall be possible to select full or half power control. The graph below shows a performance of 500W/m(2) (full power). The de-icing is effective in the area below the curve. [DE-ICING CHART] 6.58.1.5.3. FIGURE 6-5 DE-ICING PERFORMANCE AT 500 W/m(2) Page 135 of 245 ICO Proprietary and Confidential 901 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.2. C-BAND PERFORMANCE REQUIREMENTS 6.58.2.1. GENERAL 6.58.2.1.1. The requirements in this section shall be met including all equipment and cables between the antenna and channel units, inclusive, unless otherwise stated. 6.58.2.1.2. These requirements are also applicable to TT&C signals, unless otherwise stated, when the SAN is collocated with the TT&C site. 6.58.2.1.3. These requirements are also applicable to PCS signals, which are handled same as the communications carriers, unless otherwise stated, when the SAN is collocated with the Remote PCS. 6.58.2.2. C-BAND RX PERFORMANCE REQUIREMENTS 6.58.2.2.1. G/T 6.58.2.2.1.1. The receiving system G/T shall be at least 31 dB/K in the direction of the satellite over the entire receive pass band, under clear sky and average wind conditions. 6.58.2.2.1.2. In case the BPF specified in Section 6.53.1.13 is inserted, the G/T shall be at least 30.5 dB/K. 6.58.2.2.1.3. This specification shall be met with the C-band and S-band transmitter operating at maximum operating output power specified in Section 6.53.1.4 and Section 6.53.3.2 and shall include losses dues to antenna polarisation misalignment. 6.58.2.2.2. RECEIVER DYNAMIC RANGE 6.58.2.2.2.1. The maximum composite PFD from ICO satellites, corresponding to SAN at centre of coverage is [-125] dBw/m(2) per polarisation, excluding noise and intermodulation components generated by the satellite. 6.58.2.2.2.2. The range of expected PFD of C-band down link communication carriers, assuming the EIRP of the UTs as 6.8 dBW will be: Minimum single carrier PFD: [-168] dBW/m(2) Maximum single carrier PFD: [-143] dBW/m(2) The minimum value corresponds to the case of: 10 degree UT elevation angle, 8 dB S-band fade, nominal transponder gain setting, 5 degree SAN elevation angle, 4.8 dB rain fade at SAN 3 dB additional loss. The maximum value corresponds to the case of: 90 degree UT elevation angle, no S-band fade, nominal transponder gain setting, 90 degree SAN elevation angle, no rain fade at SAN, 3 dB additional gain. Page 136 of 245 ICO Proprietary and Confidential 902 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.1.1.3.2. Once acquired, the antenna shall automatically track the satellite until the satellite reaches the opposite horizon (i.e., elevation reaches 5 degrees). Satellite acquisition time is defined as the elapsed time from when the satellite enters within the half power beamwidth of the stand-by antenna until the antenna becomes auto tracking mode and tracks the satellite within the accuracy specified in Section 6.58.1.1.2. 6.58.1.1.3.3. Satellite acquisition time shall be less than 10 seconds for monopulse tracking, and 30 seconds for step tracking. 6.58.1.1.3.4. The antenna flyback time shall be less than 60 seconds. 6.58.1.1.3.5. The antenna shall be able to acquire the satellite (i.e. to go in autotrack) with a signal (carrier component after modulation) minimum PFD of -176 dBW/m(2) at the centre of the antenna directivity. At (plus or minus)0.15 degrees of the antenna beam axis, the minimum PFD should be -173 dBW/m(2). 6.58.1.1.3.6. While in autotrack, the antenna shall maintain lock with a signal (carrier component after modulation) PFD of -180 dBW/m(2). 6.58.1.1.4. COMPARISON WITH THE EPHEMERIS DATA 6.58.1.1.4.1. When the antenna is in the automatic tracking mode, the ACU shall compare the current pointing angles with those predicted by the satellite ephemeris data, and an alarm shall be generated when the difference exceeds a pre-set value. 6.58.1.1.5. ANTENNA ANGLE DATA ACCURACY 6.58.1.1.5.1. In all modes, the rms error of the antenna pointing direction shall be less than 0.05 degrees. The antenna angle data shall be time-stamped with an accuracy better than (plus or minus)[1]s. 6.58.1.2. C-BAND ANTENNA PERFORMANCE REQUIREMENTS 6.58.1.2.1. TX GAIN 6.58.1.2.1.1. The transmit gain measured at the transmit port of the feed shall be at least: 50.3 + 20 log (F/5175) dBi within the required transmit pass-band, where F is frequency in MHz. 6.58.1.2.1.2. The half power beamwidth for any cross-section of the main beam shall be less than or equal to 0.6 (degrees). 6.58.1.2.2. RX GAIN 6.58.1.2.2.1. The receive gain measured at the receive port of the feed shall be at least: 52.7 + 20 log (F/7000) dBi within the required receive pass band, where F is frequency in MHz. 6.58.1.2.2.2. The half power beamwidth for any cross-section of the main beam shall be less than or equal to 0.5(degrees). 6.58.1.2.3. POLARISATION 6.58.1.2.3.1. Transmissions at C-Band from the antenna shall be dual polarised (RHCP and LHCP), and reception at C-band shall also be dual polarised (LHCP and RHCP). 6.58.1.2.3.2. Polarisation sense shall be as defined in Recommendation ITU-R V.573. Page 133 of 245 ICO Proprietary and Confidential 903 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.58.1.2.4. AXIAL RATIO 6.58.1.2.4.1. The transmit axial ratio and the receive axial ratio within 10% of the half power beamwidth of the boresight direction shall not exceed 1.06. for the two IOT Antennas only the axial ratio shall not exceed 1.05. 6.58.1.2.5. SIDELOBE CHARACTERISTICS 6.58.1.2.5.1. The transmit and receive sidelobes shall be in accordance with Recommendation ITU-R S.580-5. The gain of 90% of the sidelobe peaks shall not exceed: G(A) = 29 - 25 log A for A from 1 (degree) to 20 (degrees), G(A) = -3.5 for A from 20 (degrees) to 26.3 (degrees), G(A) = 32 - 25 log A for A from 26.3 (degrees) to 48 (degrees), G(A) = -10 for A from 48 (degrees) to 180 (degrees),
where G(A) is the antenna gain in dB relative to isotropic at an angle A, in degrees, from the main beam axis. This requirement shall be met for any off-axis direction. 6.58.1.2.6. VSWR 6.58.1.2.6.1. The VSWR of the antenna feed subsystem at the transmit and receive ports shall not exceed 1:1.3. 6.58.1.2.7. TX/RX BEAM ALIGNMENT 6.58.1.2.7.1. The transmit and receive beam alignment shall be within 1/20 of the half power beam width in the receive beam. 6.58.1.3. S-BAND ANTENNA PERFORMANCE REQUIREMENTS 6.58.1.3.1. TX GAIN 6.58.1.3.1.1. The transmit gain measured at the transmit port of the antenna shall be at least 34.3 dBi within the required transmit pass-band. 6.58.1.3.2. RX GAIN 6.58.1.3.2.1. The receive gain measured at the receive port of the antenna shall be at least 34.9 dBi within the required receive pass-band. 6.58.1.3.3. POLARISATION 6.58.1.3.3.1. The S-band transmit and receive signals shall be right hand circular polarised (RHCP). Polarisation sense shall be as defined in Recommendation ITU-R V.573. 6.58.1.3.4. AXIAL RATIO 6.58.1.3.4.1. The transmit axial ratio and the receive axial ratio shall not exceed 1.3. (TBR) 6.58.1.3.5. SIDELOBE CHARACTERISTICS 6.58.1.3.5.1. At least 90% of the sidelobe peaks of the antenna pattern in any plane shall be less than described by the following expressions: G(A) = 37-25 log A (dBi) (for 2 (degrees) < A < 7 (degrees)) G(A) = 8 dBi (for 7 (degrees) (less than or equal to) A < 70 (degrees)) G(A) = 0dBi (for 70 (degrees) (less than or equal to) A)
Where G(A) is the antenna gain in dB relative to isotropic at an angle A, in degrees, from the main beam axis. This requirement shall be met for any off axis direction. Page 134 of 245 ICO Proprietary and Confidential 904 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.57.9.5.2. SIGNAL COUPLER REQUIREMENTS FOR CONNECTION OF MEASURING EQUIPMENT 6.57.9.5.2.1. The following test signal injection and branching capabilities shall be provided: 1. Signal Injection to C-band HPA Input 2. Signal Branching at C-band HPA Output 3. Signal Injection to C-band LNA Input 4. Signal Branching at C-band LNA Output 5. Signal Injection to S-band HPA Input 6. Signal Branching at S-band HPA Output 7. Signal Injection to S-band LNA Input 8. Signal Branching at S-band LNA Output 6.57.9.5.2.2. Also, switching capabilities shall be provided, to select a desired polarisation and to disconnect the communications equipment from the transmit/receive paths. 6.57.9.6. RFT SIMULATOR 6.57.9.6.1. The RFT Simulator is a computer with software which shall simulate the behaviour of the RFT OAM with respect to its interface with SCC through TT&C ground equipment. The requirement for the RFT Simulator is found in the ICD ICO TT&C Ground to SAN (doc. no. IC80539-D01-002), part 1. 6.57.10. PCS/HPN SUPPORT FUNCTIONS 6.57.10.1. The RFT shall have the capability to transmit and receive the PCS/HPN carriers and its operational bandwidth shall be wide enough for simultaneous transmission/reception of PCS/HPN carriers as well as C-S/S-C communication carriers. 6.57.10.2. There will be no dedicated RF equipment for PCS/HPN but all equipment, including the interfacility link (IFL) between the RFT shelter and the central hub building, shall be shared between PCS/HPN and C-S/S-C communications. 6.57.10.3. The IF frequency band for the PCS/HPN shall be the same as for the communications and it shall be 1GHz band. 6.57.11. TEST LOOP TRANSLATOR 6.57.11.1. A tuneable test loop translator shall be included in SAN RFT/Antenna for supporting ranging calibrations and communication signal loopback tests. The loop via the translator shall include all the RFT equipment, cables and waveguides excluding the antenna feed and reflector. Page 131 of 245 ICO Proprietary and Confidential 905 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.57.11.2. The local frequency shall be remotely switchable among six (6) frequencies to support the frequency translations as described below: 6.57.11.3. (for TT&C ranging loopback)
LOCAL FREQUENCY TRANSLATION --------------- ----------- 1831.5 MHz: 5180 MHz to 7011.5 MHz 1892.5 MHz: 5180 MHz to 7072.5 MHz 1768.5 MHz: 5244 MHz to 7012.5 MHz 1829.5 MHz: 5244 MHz to 7073.5 MHz
6.57.11.4. (for communication test loopback)
LOCAL FREQUENCY TRANSLATION --------------- ----------- 1831 MHz: 5187.1-5236.9 MHz to 7018.1-7067.9 MHz (C-S/S-C) 1830 MHz: 5183.1-5185.6 MHz to 7013.1-7015.6 MHz (C-C lower) 1830 MHz: 5239.1-5241.6 MHz to 7069.1-7071.6 MHz (C-C upper)
6.57.11.5. Group delay variation shall be within 3ns/MHz at the TT&C frequencies and over the communication bands described above. Absolute delay stability at the TT&C frequencies shall be better than 3ns/6 months and over the operating temperature range. The spectrum shall not be inverted. The gain (or loss) of the translator shall be adjustable from TBD dB to TBD dB. 6.57.11.6. The absolute delay data at the TT&C frequencies shall be provided. (TBD) 6.58. RFT PERFORMANCE REQUIREMENTS 6.58.1. ANTENNA REQUIREMENTS 6.58.1.1. ANTENNA POINTING AND TRACKING REQUIREMENTS 6.58.1.1.1. REQUIRED POINTING AND TRACKING SPEED AND RANGE 6.58.1.1.1.1. The antenna shall be capable of pointing and tracking ICO satellites over a 360(degree) range of azimuth and over a 0 to 90(degree) elevation angle. 6.58.1.1.1.2. The antenna shall be capable of tracking satellites passing over the location of the antenna. 6.58.1.1.2. POINTING AND TRACKING ACCURACY 6.58.1.1.2.1. The antenna shall be capable of pointing to any location in the ICO orbital arc sky area above 5(degrees) elevation angles with a rms accuracy of better than 0.04 degrees. 6.58.1.1.2.2. The antenna shall be capable of tracking a satellite, moving at any location in the ICO orbital arc sky area above 5(degrees) elevation angles, except for the area above 89(degrees) elevation angle, with a 3-sigma accuracy of better than 0.04 degrees for monopulse tracking and rms accuracy of better than 0.04 degrees for step tracking. 6.58.1.1.2.3. In the area above 89(degree) elevation angle, the rms tracking error shall be less than 0.08 degrees. 6.58.1.1.3. SATELLITE ACQUISITION AND ANTENNA FLYBACK TIME 6.58.1.1.3.1. The antenna shall be capable of being pointed to a location where a satellite is predicted to be rising and to acquire that satellite automatically at an elevation of no greater than 5 degrees. Page 132 of 245 ICO Proprietary and Confidential 906 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.57.5.3. USE OF THE SATELLITE EPHEMERIS DATA 6.57.5.3.1. The AFC control unit shall be fed time-tagged ephemeris data by the SRMS for use in predicting the Doppler shift expected at any time in the satellite orbit referenced to a particular SAN. 6.57.5.3.2. This prediction shall be used to set the correction signal for rising satellites. 6.57.5.3.3. Also, this prediction shall be used as a secondary mode of AFC control should one or both of the pilots not be available.[F/R] 6.57.5.3.4. The AFC control until shall compare the measured Doppler shift with the values predicted by the satellite ephemeris data and generate an alarm signal if the difference exceeds the pre-set value [F/R]. 6.57.6. AUTOMATIC POWER CONTROL (APC) 6.57.6.1. GENERAL REQUIREMENTS 6.57.6.1.1. The RF transmit subsystem shall have an automatic power control subsystem to compensate for path loss changes. These path loss changes are a result of path length change as the satellite moves through its orbital track, the path loss changes due to environment, and changes of the satellite receive antenna gain with regard to the signal direction. 6.57.6.1.2. The automatic power control subsystem shall perform comparison of the received satellite SRMS telemetry level to the C-to-C pilot loopback pilot level, to correct the transmit subsystem gain to compensate for changes in path loss from a nominal clear sky reference value. 6.57.7. AXIAL RATIO COMPENSATION FUNCTIONS (F/R) 6.57.7.1. This function is required for some SAN sites located in a heavy rain region to mitigate the effects of propagation-induced depolarisation. 6.57.7.2. This system shall use wideband polarises in the feed of the C-band RFT to correct the polarisation of the receive and transmit signals. 6.57.7.3. The system shall use C - C pilots transmitter in both polarisations. 6.57.7.4. The received level of the pilots in the co-polarised and cross-polarised channels shall be detected and used to develop correction commands to the motorised polarises. 6.57.7.5. The correction commands shall be used to optimise the setting of the polarises, with the ultimate goal being the maximum cross-polarisation (i.e., minimum axial ratio) between LH and RH feed ports. 6.57.7.6. The system shall meet the following specification: 1. Compensation improvement 10 dB minimum when 15 dB degradation from clear sky without compensation. 6.57.8. RFT MONITORING AND CONTROL 6.57.8.1. Control and monitoring of the RFTs shall be performed by the RFT OAM, directed by the SRMS Controller. 6.57.8.2. For emergency TT&C operations, the control shall be directed by the SCC through the TT&C ground equipment only. Page 129 of 245 ICO Proprietary and Confidential 907 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 6.57.9. TT&C SUPPORT FUNCTIONS 6.57.9.1 GENERAL 6.57.9.1.1. Scope of the TT&C Support Functions section is to define the specific functions of the RFT which shall be implemented to support the TT&C Operation. 6.57.9.2. SUPPORT FOR TT&C RANGING CALIBRATION 6.57.9.2.1. For ranging calibration, a frequency selectable translator shall be provided to loop back the HPA output signal to the input of the LNA. 6.57.9.2.2. The absolute delay of the translator shall be calibrated. Requirement of the test loop translator is specified in the TT&C to SAN Interface Control Document. 6.57.9.2.3. Couplers shall be provided at the input of the LNAs. 6.57.9.3. SUPPORT FOR TT&C EIRP MEASUREMENT 6.57.9.3.1. A selective power meter shall be provided at the output of the HPA to measure the EIRP of the TT&C command carrier. 6.57.9.3.2. The measured data shall be sent to the TT&C baseband equipment through the RFT OAM. 6.57.9.4. SUPPLY OF SAN REFERENCE CLOCK TO TT&C 6.57.9.4.1. GENERAL 6.57.9.4.1.1. The SAN reference clock shall be supplied to the TT&C ground equipment as specified in the TT&C to SAN ICD. 6.57.9.4.2. FORMAT 6.57.9.4.2.1. The format of the time reference signal shall be in accordance with IRIG 200-95, code B-120. 6.57.9.4.3. TIME ACCURACY 6.57.9.4.3.1. Time accuracy at the TT&C interface point shall be better than (plus or minus) 100 usec. 6.57.9.5. RF EQUIPMENT REQUIREMENTS FOR IOT SUPPORT 6.57.9.5.1. GENERAL 6.57.9.5.1.1. Two RFTs in one selected TT&C collocated SAN site shall be capable of supporting the satellite IOT (In-Orbit Test). 6.57.9.5.1.2. It shall be possible to insert C-band and S-band signals generated by the IOT equipment at the input of the HPA. 6.57.9.5.1.3. The output power levels at the HPA and the LNA output shall be measured very accurately. 6.57.9.5.1.4. To calibrate the LNA gain, a reference signal shall be inserted at the input of the LNA. 6.57.9.5.1.5. It shall be possible to transmit test SRMS/HPN command signals generated by the IOT SRMS/HPN modulator to test the satellite SRMS/HPN configuration. 6.57.9.5.1.6. It shall be possible to receive SRMS telemetry signals, and to feed them to the IOT SRMS demodulator. Details of the interface are provided in the TT&C to SAN ICD. Page 130 of 245 ICO Proprietary and Confidential 908 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.57.3. C-BAND TX/RX FUNCTIONAL REQUIREMENTS 6.57.3.1. C-BAND TX FUNCTIONAL REQUIREMENTS 6.57.3.1.1. NOMINAL TRANSMIT FREQUENCY OF C-BAND CARRIERS 6.57.3.1.1.1. The nominal carrier frequency of the C-band carriers shall be at: C-S Communications: 5187.100 MHz + n x 0.025 MHz (n = 1 to 1991) HPN Messages 5186.40 MHz or 5237.60 MHz (switchable) C-C pilots: (Band)5,183.1-5,185.6 LHCP; 5,239.1-5,241.6 RHCP. SRMS Command: 5186.80 MHz or 5237.20 MHz (switchable) HPN PCS Command: 5186.60 MHz or 5237.40 MHz (switchable) TT&C: 5180.0 MHz or 5244.0 MHz (switchable) 6.57.3.1.2. TRANSMIT FREQUENCY CONVERSION 6.57.3.1.2.1. The transmit subsystem for communication carriers shall translate the intermediate frequency passband at the output of the channel units to the C-band transmit passband specified in Section 6.57.1.4. 6.57.3.1.3. COMMUNICATION DISABLE SWITCH 6.57.3.1.3.1. The RFT shall be provided with communication disable switches which would disconnect all communication signals from the transmit paths in case of the emergency TT&C operation. 6.57.3.1.3.2. These switches shall be remotely controllable as specified by the TT&C to SAN ICD. 6.57.3.1.3.3. Manual over-ride shall be possible for these switches. 6.57.3.2. C-BAND RX FUNCTIONAL REQUIREMENTS 6.57.3.2.1. NOMINAL RECEIVE FREQUENCY OF ICO CARRIERS 6.57.3.2.1.1. The nominal carrier frequency of the C-band carriers shall be at: S-C Communications Carriers: 7018.100 MHz + n x 0.025 MHz (n = 1 to 1991) SRMS Telemetry: 7017.40 MHz or 7068.40 MHz (switchable) C-C Pilots: (Band) 7,013.1-7,015.6 LHCP 7,069.1-7,071.6 RHCP TT&C Telemetry: 7011.5/7012.5 MHz or (switchable) 7072.5/7073.5 MHz 6.57.3.2.2. RECEIVE FREQUENCY CONVERSION 6.57.3.2.2.1. The receive subsystem shall translate the C-band receive passband specified in Section 6.57.1.5 to an intermediate frequency passband. Page 127 of 245 ICO Proprietary and Confidential 909 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.57.4. S-BAND TX/RX FUNCTIONAL REQUIREMENTS 6.57.4.1. GENERAL 6.57.4.1.1. S-Band TX and RX capabilities shall be provided, in order to transmit test mobile signals and to receive S-band carriers for monitoring and level calibration purposes. 6.57.4.2. S-BAND TX FUNCTIONAL REQUIREMENTS 6.57.4.2.1. NOMINAL TRANSMIT FREQUENCY OF ICO CARRIERS 6.57.4.2.1.1. The Nominal Transmit Frequency of ICO carriers shall be: 1985.000 MHz + n x 0.025 MHz (n = 1 to 1199) 6.57.4.2.2. TRANSMIT FREQUENCY CONVERSION 6.57.4.2.2.1. The transmit subsystem shall translate the intermediate frequency passband output of the channel units to the S-band transmit passband specified in Section 6.57.1.6. 6.57.4.3. S-BAND RX FUNCTIONAL REQUIREMENTS 6.57.4.3.1. NOMINAL RECEIVE FREQUENCY OF ICO CARRIERS 6.57.4.3.1.1. The Nominal Receive Frequency of ICO carriers shall be: 2170.000 MHz + n x 0.025 MHz (n = 1 to 1199) 6.57.4.3.2. RECEIVE FREQUENCY CONVERSION 6.57.4.3.2.1. The receive subsystem shall translate the receive S-band passband to an intermediate frequency passband specified in Section 6.57.1.7. 6.57.5. DOPPLER MEASUREMENTS AND COMPENSATION FUNCTIONAL REQUIREMENTS 6.57.5.1. GENERAL 6.57.5.1.1. The AFC system shall compensate for satellite local oscillator frequency drift and Doppler shift at up and down-links of the C-band. 6.57.5.1.2. In order to reduce the frequency errors seen by the UT demodulators, automatic frequency compensation (AFC) shall be performed by the SAN on the C-band transmit signals at the C-band up-converters. 6.57.5.1.3. In order to reduce the frequency errors seen by the CU demodulators, AFC shall be performed at the C-band down-converters on the C-band receive signals as well. 6.57.5.1.4. These AFC functions shall be performed for all communications and signalling carriers, including HPN message/command carriers and SRMS command/telemetry carriers. 6.57.5.1.5. TT&C command and telemetry carriers shall not be affected by the AFC. 6.57.5.2. COMPENSATION OF RESIDUAL DOPPLER SHIFT AT CHANNEL UNITS 6.57.5.2.1. Since the amount of the Doppler shift is proportional to the frequency, different amount of compensation is required for the signal at different frequencies within C-band transmit and receive band. 6.57.5.2.2. The AFC system shall compensate for the Doppler shift at the centre frequency of the C-band transmit (5,212 MHz) and receive (7,043 MHz) band. 6.57.5.2.3. The residual Doppler shift at the actual frequency of the signal shall be further compensated for at the Channel Units, if required. 6.57.5.2.4. The AFC control unit shall provide the frequency compensation data to the Channel Managers for compensation of this frequency dependent residual Doppler shift. Page 128 of 245 ICO Proprietary and Confidential 910 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.57.1.3.2. Independent signal processing paths for each RFT shall be provided for signals designated for left hand circular polarisation and right hand circular polarisation, for both the transmit and receive directions. 6.57.1.4. C-BAND TRANSMIT PASS BAND 6.57.1.4.1. The C-Band Transmit Pass Band shall be 5179.5 to 5244.5 MHz. 6.57.1.5. C-BAND RECEIVE PASS BAND 6.57.1.5.1. The C-Band Receive Pass Band shall be 7011.0 to 7073.9 MHz. 6.57.1.6. S-BAND TRANSMIT PASS BAND 6.57.1.6.1. The S-Band Transmit Pass Band shall be 1985 to 2015 MHz. 6.57.1.7. S-BAND RECEIVE PASS BAND 6.57.1.7.1. The S-Band Receive Pass Band shall be 2170 to 2200 MHz. 6.57.1.8. REDUNDANCY REQUIREMENT 6.57.1.8.1. The RFT subsystem shall consist of the five sets of the antenna and RF equipment in the 4+1 redundant configuration. 6.57.1.8.2. Furthermore, the antenna and RF equipment subsystems within each RFT subsystem shall have the following redundancy configuration. Antenna subsystem Non-redundant C-band HPA 2+1 redundant configuration C-band LNA 2+1 redundant configuration C-band Upconverter 2+1 redundant configuration C-band Downconverter 2+1 redundant configuration S-band HPA Non-redundant S-band LNA Non-redundant S-band Upconverter Non-redundant S-band Downconverter Non-redundant TT&C Upconverter 1+1 redundant configuration TT&C Downconverter 1+1 redundant configuration 6.57.1.8.3. Each redundant system shall have an automatic real-time changeover facility to change traffic from a faulty unit to a standby unit in case an on-line unit is in failure condition and to minimise the loss of traffic without the help of RFT Controller/OAM functions. 6.57.1.9. NON-INVERSION OF SPECTRUM 6.57.1.9.1. The spectrum of the C-band and S-band transmit signals at the antenna shall not be inverted from that of the modulator output signals. 6.57.1.9.2. The spectrum of the demodulator input signals shall not be inverted from that of the C-band and S-band received signals at the antenna. 6.57.1.10. COLLOCATION WITH REMOTE PCS 6.57.1.10.1. Six selected SAN sites collocated with the TT&C sites shall also be collocated with the ICO provided Remote PCS equipment for transmitting/receiving SRMS Command and SRMS Telemetry signals. 6.57.1.10.2 The PCS signals (SRMS Command and SRMS Telemetry) shall be transmitted/received by the RFT with the same manner as the communications signals. 6.57.1.10.3. Interface requirements between the Remote PCS equipment and the SAN equipment shall be in accordance with the RPCS to SAN Interface Control Document (TBD) Page 125 of 245 ICO Proprietary and Confidential 911 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.57.2. ANTENNA REQUIREMENTS 6.57.2.1. GENERAL 6.57.2.1.1. The antenna shall be capable of transmission and reception of both C-band and S-band signals. 6.57.2.2. ANTENNA POINTING AND TRACKING REQUIREMENTS 6.57.2.2.1. TRACKING CONTROL 6.57.2.2.1.1. The antenna shall be capable of the following tracking and pointing control modes: 1. Automatic Tracking The antenna shall track the satellite autonomously receiving the satellite TT&C telemetry signal. The tracking control shall be designed so that the antenna will not track by its sidelobes. 2. Program Tracking The antenna shall track the satellite autonomously based on the satellite ephemeris data provided from the SCC. 3. Search Pattern Tracking The antenna shall search the satellite with hexagonal search patterns near the predicted orbit locations based on the satellite ephemeris data until the satellite is acquired. Then the antenna shall be in the automatic tracking mode. 4. Pointing (Command Position and Manual) The antenna shall be pointed to the specified pointing angles. 5. Stand-by Mode The antenna shall be pointed to the predicted direction for the rising satellite and ready to track the satellite automatically when the satellite is acquired. 6. Drive to Stow Position The antenna shall be capable of being driven to the stow position. 6.57.2.2.1.2. The antennas installed at selected SAN sites, including all SAN TT&C sites, shall have mono-pulse tracking capability. 6.57.2.2.2. SAFETY 6.57.2.2.2.1. Appropriate safety measures shall be provided to protect human and the antenna itself in case of the failure of the driving apparatus. The following safety devices shall be provided to the antenna: 1. emergency stop switch 2. drive disable switch 3. drive limit switch Page 126 of 245 ICO Proprietary and Confidential 912 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 [FLOW CHART] 6.55.14 FIGURE 6-4 FUNCTIONAL BLOCK DIAGRAM FOR TRAFFIC PLANNING 6.56 CHANNEL UNIT FAILURE HANDLING 6.56.1. TRAFFIC CHANNEL UNIT FAILURES 6.56.1.1. In the event of the failure of a traffic channel unit, the SBS shall inform the SAN-OSS of the failure. 6.56.1.2. The IGF shall tear down all traffic calls that were being routed solely through that channel unit, and release all the assigned traffic channels through that channel unit. 6.56.1.3. The IGF shall continue all calls that were operating in diversity mode where one path was routed through the failed channel unit and the other path was routed through a different channel unit. However, the path routed through the failed channel unit shall be dropped. Page 123 of 245 ICO Proprietary and Confidential 913 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 6.56.2. CONTROL CHANNEL UNIT FAILURES 6.56.2.1. In the event of the failure of a control channel unit, the SBS shall inform the SAN-OSS of the failure. 6.56.2.2. The IGF shall configure an unused control channel unit (if one is available) to replace the control channels that were being provided by the failed channel unit. This shall be achieved within [60] seconds. 6.56.2.3. If no unused control channel unit is available, the IGF shall re-configure a traffic channel unit to operate as a control channel unit, and then configures it to replace the control channels that were being provided by the failed channel unit. This shall be achieved within [120] seconds. By preference, a traffic channel that was not carrying any traffic shall be used for this purpose. 6.56.2.4. If it is necessary to reconfigure a traffic channel unit to a control channel unit, and that traffic channel unit was carrying traffic, the IGF shall attempt to handover all active calls to other channel units prior to reconfiguring the channel unit an extra [15] seconds will be allocated to attempt this. Should it not be possible to handover any of the calls, the IGF shall release those traffic channels as defined in Section 6.56.1. 6.57. RFT FUNCTIONAL REQUIREMENTS 6.57.1. GENERAL REQUIREMENTS 6.57.1.1. NUMBER OF ANTENNAS 6.57.1.1.1. Five antennas shall be required at each SAN site. Generally, two or more may be in track modes, tracking satellite in view, one antenna may likely be in a 'flyback' mode, one antenna may be in a 'positioned' mode waiting for the rising satellite to appear at the horizon, and one antenna may be an active spare. 6.57.1.2. COLLOCATION WITH TT&C SITE 6.57.1.2.1. Six selected SAN sites shall be collocated with the TT&C stations. 6.57.1.2.2. In these selected SANs the major RF equipment, notably antennas, LNAs and HPAs, shall be shared by the communication traffic and the TT&C command and telemetry carriers. 6.57.1.2.3. One of the TT&C collocated site shall have the capability supporting the IOT (In Orbit Test) of satellites. 6.57.1.2.4. Upconverters and downconverters for dedicated use of the TT&C shall be provided for these SANs. 6.57.1.2.5. The output of the TT&C upconverters shall be combined with the output of the communication upconverters and fed to the input to the HPA. 6.57.1.2.6. The LNA output shall be divided to feed to the input of the TT&C down-converters and the communication down-converters. 6.57.1.2.7. The TT&C ground equipment will be provided separately by the satellite contractor and are outside the scope of this requirement document. 6.57.1.2.8. Interface requirements between the TT&C ground equipment including IOT equipment and the SAN equipment are specified in TT&C to SAN Interface Control Documents (ICD). 6.57.1.3. IF CONNECTIVITY REQUIREMENTS 6.57.1.3.1. The IF between the RFT and the IF Distribution shall be L-band (1010.5 MHz-1660.5 MHz). Page 124 of 245 ICO Proprietary and Confidential 914 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 3. purge SAN alarm data. 4. access SAN alarm data using filters supplied by the NMS. 7.8.5.5. PERFORMANCE MANAGEMENT 7.8.5.5.1. The SAN-OSS interface shall allow the NMC to: 1. configure SAN-OSS performance parameters. 2. initiate archiving of the SAN-OSS performance data. 3. purge SAN-OSS performance data. 4. access SAN-OSS performance data using filters supplied by the NMC. 5. configure periodic transfer of SAN performance data to NMS using filters. 7.8.5.6. SECURITY MANAGEMENT 7.8.5.6.1. The SAN-OSS OAM interface shall provide access control facilities to all SAN-OSS OAM interface functionality. 7.8.6. HIGH POWER NOTIFICATION 7.8.6.1. GENERAL DESCRIPTION 7.8.6.1.1. High Power Notification delivers a short paging message to a user who is out of reach of the normal ICO communication services which are supported through line-of-sight satellite paths. The HPN service is a supplementary service that is triggered by failed mobile terminated (MT) short message delivery, and failed MT call attempts. 7.8.6.2. GENERAL REQUIREMENTS 7.8.6.2.1. The HPN OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.6.2.2. The HPN OAM interface shall encompass the management of the HPN hardware and software which implements the HPN-SC, the HPN Channel Manager, the HPN Local SRMS, HPN Channel Unit and HPN-PCS functions. 7.8.6.2.3. The HPN OAM subsystem shall support an interface to the SAN-OSS, for receipt of global configuration parameters and providing fault and performance management information. 7.8.6.2.4. The HPN OAM subsystem shall support an interface for an MMI to allow for local equipment control, and limited fault management. 7.8.6.2.5. The HPN ChM shall be capable of uploading the event records to the NMC via the HPN OAM subsystem. 7.8.6.3. CONFIGURATION MANAGEMENT 7.8.6.3.1. The HPN OAM interface shall: 1. allow the SAN-OSS to configure HPN event logging. 2. be used to report events to the SAN-OSS for archiving of the HPN event data. 3. provide HPN request/delivery event logs for SAN-OSS retrieval, via ftp Page 187 of 245 ICO Proprietary and Confidential 915 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4. maintain HPN request/delivery logs for [7] days. 7.8.6.3.2. The HPN OAM interface shall forward low storage threshold alarms when the available event data storage reaches a level specified by the operator at the MMI 7.8.6.3.3. The HPN event data available through the HPN OAM interface shall consist of the following: 1. HPN request event records 2. HPN delivery event records. 7.8.6.3.4. The HPN OAM interface shall provide access to HPN subsystem parameters requiring configuration by the NMS, such as: 1. number of micro-diversity retries for HPN messages. 2. period between micro-diversity retries for HPN messages. 3. number of macro-diversity retries for HPN messages. 4. period between macro-diversity retries for HPN messages 5. HPN satellite selection criteria 6. H/V algorithm parameters. 7. ICONET SAN administrative/operational status parameters. 8. satellite channelisation plan generated by the SRMC 9. satellite HPN transponder switching delay characteristics (time delay values for table swapping and index selection). 7.8.6.3.5. The HPN OAM interface shall allow an operator accessing remotely from the NMS to: 1. monitor the HPN to determine if the HPN is visible to the network. 2. initiate start-up and shutdown procedures for elements associated with the HPN. 3. enable/remove links from service. 7.8.6.3.6. Test Message Generation 1. It shall be possible to instigate test messages across the HPN service. 2. Pre-defined routine test messages shall be available and easily activated from the NMC and SAN. 3. It shall be possible for authorised users to enter test messages directly via the command line interface in emergency situations. 7.8.6.4. FAULT MANAGEMENT 7.8.6.4.1. The HPN OAM interface shall forward the raising and clearing of HPN alarms, associated with the five HPN functional subsystems (HPN-SC, HPN-ChM, HPN-Local SRMS, HPN OAM, HPN ChUs and HPN-PCS) to the NMS. This shall include alarms for the following: 1. Miscellaneous alarms. 2. Communication alarms. 3. Equipment alarms. 4. Processing error alarms. 5. Quality of service alarms. 6. Database update alarms. 7. Automatic database recovery initiated alarms. Page 188 of 245 ICO Proprietary and Confidential 916 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 8. Data threshold alarms. 9. Signalling failures on GSM interface links. 10. Excessive number of retries on GSM interface links. 7.8.6.4.2. The HPN OAM interface shall forward the raising and clearing of Channel Manager alarms to the NMS, including the following: 1. Miscellaneous alarms 2. Communication alarms 3. Equipment alarms 4. Processing Error alarms 5. Quality of Service alarms 6. message arrival rate threshold exceeded 7.8.6.4.3. The HPN OAM interface shall forward the raising and clearing of Channel Unit alarms to the NMS, including the following: 1. Communication alarms 2. Equipment alarms 3. Processing error alarms 4. Quality of Service alarms 7.8.6.4.4. For each HPN alarm forwarded to SAN-OSS, the SAN-OSS shall save the following,and forward to the NMS: 1. an alarm identifier unique to the HPN. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.6.5. PERFORMANCE MANAGEMENT 7.8.6.5.1. The HPN OAM interface shall allow the NMS to: 1. retrieve event logs for HPN message request/delivery 2. retrieve raw HPN statistics counters 7.8.6.5.2. The HPN OAM interface shall forward low storage threshold alarms when the available performance data storage reaches a level specified by the NMS. 7.8.6.5.3. The HPN performance data available through the HPN OAM interface shall include the following: 1. HPN Request records. 2. HPN Delivery records 3. Performance Statistics including: a) number of successfully acknowledged HPN messages b) number of failed short message delivery attempts received c) number of failed incoming call attempts received d) number of macro-diversity attempts e) number of successful HPN attempts/satellite f) number of failed HPN attempts/satellite Page 189 of 245 ICO Proprietary and Confidential 917 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 g) number of HPN messages redirected to other SANs 7.8.6.5.4. It shall be possible to display key summary performance data either locally at the HPN when a terminal is directly attached or remotely via a standardised remote login mechanism. 7.8.6.5.5. It shall be possible to access all performance data stored in the HPN MIB from the SAN-OSS and from the NMC. 7.8.6.6. SECURITY MANAGEMENT 7.8.6.6.1. The HPN OAM interface shall provide access control facilities to HPN OAM interface functionality. 7.8.7. ICO PROVIDED PAYLOAD COMMAND SYSTEM 7.8.7.1. GENERAL DESCRIPTION 7.8.7.1.1. In order to make the most effective use of satellite resources, the Satellite Resource Management Centre (SRMC) plans the frequency bandwidth, gain, etc. allocated to each spot beam as the satellite moves (the channelisation plan), taking into account expected traffic load. The payload configuration data is then delivered to the ICO provided PCS for uploading to the satellite. 7.8.7.2. GENERAL NETWORK MANAGEMENT REQUIREMENTS 7.8.7.2.1. The interface between the Central PCS subsystem and the NMS shall be defined by a CPCS to NMS Interface Control Document (TDB). 7.8.7.2.2. The interface between the Remote PCS subsystem and the SAN equipment shall be defined by a RPCS to SAN Interface Control Document (TBD). 7.8.7.2.3. DELETED 7.8.7.2.4. The NMC shall transfer spacecraft information collected by the CPCS to the SRMC for the purposes of improving the use of the communications satellite resource planning. Typically this information will consist of: [C and] S band power levels, power thresholds (TBD), Tropo and ALC alarms. 7.8.7.3. NETWORK CONSISTENCY AND MANAGEMENT 7.8.7.3.1. The NMS shall send to the CPCS subsystem the time window within which the payload update is to be successfully loaded at the satellite, which is specified by the SRMC. 7.8.7.3.2. The NMS shall receive and report alarms from the CPCS subsystem indicating payload update failure. 7.8.7.3.3. DELETED 7.8.7.3.4. The NMS shall receive and report an alarm from the CPCS that the payload configuration is not consistent with that planned. 7.8.7.3.5. The IG shall assume that any deviations from the planned and actual payload configuration shall be made known to the NMC within [25] seconds. 7.8.7.3.6. The IGF shall assume that restoration to the planned payload configuration shall be made known to the NMS. 7.8.7.3.7. Upon receipt of an alarm from the CPCS of inability to configure the payload, or inconsistency of the payload configuration with that planned, the NMS shall: 1. Log the event and alarm details. 2. Report the incident to the NMC operator. Page 190 of 245 ICO Proprietary and Confidential 918 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 3. Transfer the alarm information to the SCC if the operator considered that the spacecraft is in error. 4. Notify all SBS and HPN subsystems in the SANs sharing the inconsistently configured satellite, within [20] seconds after the reception of the alarm, in order to stop all current and future planned transmissions to the affected satellite. 5. Determine a contingency plan, if the operator decides to do so. 6. Implement the contingency plan, if the operator decides to do so. 7.8.7.3.8. Upon receipt of a notification from the CPCS of restoration of the payload configuration, or upon successful implementation of the contingency plan, the NMS shall notify all SBS and HPN subsystems affected that they can resume the transmissions. 7.8.7.3.9. Upon receipt of a notification from the NMS of inconsistency of the payload configuration, the SBS and HPN shall stop all current and future planned transmission to the affected satellite until receipt of the notification from the NMS that the payload configuration has been restored or the contingency plan is in effect. 7.8.7.3.10. The NMC shall provide the ability to configure the CPCS as defined in the CPCS to NMS ICD (TBD) 7.8.7.3.11. It shall be possible from the NMS to configure the interval that payload status information is transferred to the NMS. 7.8.7.4. PAYLOAD MANAGEMENT 7.8.7.4.1. The NMS shall be able to periodically request from the CPCS archived data of Payload summary status information for subsequent storage at the NMS. This status information shall include: 1. [satellite power ([C and] S band)] 2. Tropo detector events and ALC onsets 7.8.7.4.2. The NMS shall transfer the channelisation plan information needed to update the satellite payload generated by the SRMC to the CPCS subsystem. 7.8.7.5. GENERAL OAM REQUIREMENTS 7.8.7.5.1. The IGF shall assume that the PCS shall provide its own backup and restoration procedures associated with the PCS. 7.8.7.5.2. The IGF shall assume that the PCS shall provide its own software upgrade facilities: 7.8.7.5.3. The IGF shall assume that the PCS shall encompass its own management of the PCS equipment and software. However, status information shall be transferred from the CPCS to the NMS as defined in the CPCS to NMs ICD (TBD). 7.8.7.6 CONFIGURATION MANAGEMENT 7.8.7.6.1. [It shall be possible from the NMS to configure PCS event parameters, status controls and alarms as defined by the CPCS to NMS ICD (TBD) and the RPCS to SAN ICD (TBD).] 7.8.7.7. FAULT MANAGEMENT 7.8.7.7.1. The CPCS and RPCS shall forward the raising and clearing of PCS alarms to the NMS, according to the CPCS to NMS ICD (TBD) and RPCS to SAN ICD (TBD) The IGF shall assume as a minimum that the alarms include the following: 1. Communication alarms [TBD]. 2. Equipment alarms [TBD]. 3. Processing error alarms [TBD]. Page 191 of 245 ICO Proprietary and Confidential 919 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 4. ALC operation alarm. 5. transmission channel overdrive protection alarm. 6. satellite payload configuration mismatch. 7. Payload Threshold Alarm [TBD] 7.8.7.7.2. Each PCS alarm forwarded to the NMS shall contain: 1. an object identifier unique to the PCS [TBD]. 2. date and time of when the alarm was raised or cleared [TBD]. 3. alarm description [TBD]. 4. source of the alarm for the purpose of fault location [TBD]. 7.8.7.7.3. [From the NMS it shall be possible to configure, purge, access, filter and transfer alarm data in accordance with the CPCS to NMS ICD (TBD) and RPCS to SAN ICD (TBD).] 7.8.7.8. PERFORMANCE MANAGEMENT 7.8.7.8.1. [From the NMS it shall be possible to configure, purge, access, filter and transfer performance data from the PCS in accordance with the CPCS to NMS ICD (TBD) and RPCS to SAN ICD (TBD).] 7.8.7.9. DELETED. 7.8.8. RADIO FREQUENCY TERMINAL 7.8.8.1. GENERAL DESCRIPTION 7.8.8.1.1. The RFT contains a logical OAM. The RFT can also be monitored and operated via the SAN-OSS and via the NMC. In normal conditions the RFT is monitored by the NMC, and also by the SCC for TT&C. In the event of serious space segment failures, the SCC may take direct control of the RFT equipment. 7.8.8.1.2. The RFT OAM allows the operator to monitor and control the earth station radio terminal including the five tracking antennas and their associated subsystems, and the uplink and downlink chains. 7.8.8.1.3. For the purposes of network management, the RFT OAM monitors the equipment that is shared with the TT&C subsystem at the co-located SAN/TT&C sites. 7.8.8.1.4. The RFT shall encompass the management of the RFT equipment and software comprising the ACU, De-ice, Tracking Down Converter, Tracking Demodulator, C-band-HPA, S-LNA, TX/RX Path Selector, etc. 7.8.8.2. GENERAL REQUIREMENTS 7.8.8.2.1. The RFT OAM interface shall provide access to backup and restoration procedures associated with the RFT. 7.8.8.2.2. The RFT OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.8.2.3. The RFT OAM shall be provided in a [hot standby] redundancy configuration. 7.8.8.2.4. [The RFT OAM switchover shall not exceed 5 minutes]. Page 192 of 245 ICO Proprietary and Confidential 920 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.8.2.5. A logical link shall exist between the RFT OAM and the SAN-OSS to support the relevant information exchange (this shall include ephemeris data, etc.). 7.8.8.2.6. A direct logical interface shall be provided between the RFT OAM and the SCC (e.g. through the TT&C ground equipment) to exchange alarm, control and status information. 7.8.8.2.7. In emergency operation of the TT&C, the RFT OAM shall accept commands from the SCC only, and shall reject control attempts from the SAN-OSS, until the TT&C returns the control back to the SRMS controller. 7.8.8.2.8. The antenna shall be capable of Program Tracking where the antenna shall track the satellite autonomously based on the satellite ephemeris generated by the SCC and distributed via the NMC. 7.8.8.2.9. The RFT OAM system shall consist of two MMIs as a primary/secondary configuration in the central building. 7.8.8.2.10. The RFT OAM system shall provide a capability to connect another MMI in one of the RFT shelters. 7.8.8.2.11. The RFT OAM shall have the capability to present a graphical view of the RFT configuration chains and to send a command to change the parameters of RFT equipment. 7.8.8.2.12. It shall be possible to send RFT configuration commands from the NMC or SAN-OSS to the RFT system. 7.8.8.2.13. The RFT OAM shall provide an event logging function. 7.8.8.3. CONFIGURATION MANAGEMENT 7.8.8.3.1. The RFT OAM shall maintain the database as to which satellite each RFT Antenna is currently tracking or prepared to track at the moment. 7.8.8.3.2. The RFT OAM interface shall provide a facility for the RFT to supply status to the NMS, including the following: 7.8.8.3.3. Antenna Control Unit: 1. Control Mode. 2. Drive Mode. 3. Auto Transfer. 4. Program transfer. 5. Auto Enable. 6. Program Enable. 7. AZ Drive. 8. EL Drive. 9. AZ Position. 10. EL Position. 11. Satellite Acquisition. 12. Program Start Time. 7.8.8.3.4. De-ice: 1. Operation Mode. 2. Control Mode. 3. Main REF. 4. Sub REF. Page 193 of 245 ICO Proprietary and Confidential 921 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 5. Feed Horn. 6. Snow/ICE. 7. Rain. 7.8.8.3.5. Tracking Down Converter: 1. Operational Condition. 2. Control Mode. 3. Frequency. 7.8.8.3.6. Tracking Demodulator: 1. Operational Condition. 2. Beacon Level. 3. PLL. 7.8.8.3.7. C-Band High Power Amplifier: 1. Operational Condition. 2. Control Mode. 3. Output Power. 4. LV. 5. HV. 6. Pre-Heat. 7.8.8.3.8. C-Band Low Noise Amplifier: 1. Operational Condition. 7.8.8.3.9. Tx/Rx Path Selector: 1. Control Mode. 2. TX Path-A/B Selection. 3. RX Path-A/B Selection. 7.8.8.3.10. TT&C Up Converter: 1. Operational Condition. 2. Control Mode. 3. Frequency. 7.8.8.3.11. TT&C Down Converter: 1. Operational Condition. 2. Control Mode. 3. Frequency. 7.8.8.3.12. Switch: 1. Control Mode. 2. SW Status. 7.8.8.3.13. C-Band Up Converter: 1. Operational condition. 7.8.8.3.14. C-Band Down Converter: 1. Operational condition. Page 194 of 245 ICO Proprietary and Confidential 922 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.8.3.15. Automatic Frequency Compensation: 1. Operational Condition. 2. Control Mode. 3. Pilot Frequency-1. 4. Pilot Frequency-2. 5. Pilot-1 Lock Status. 6. Pilot-2 Lock Status. 7. Hold Time. 7.8.8.3.16. 5/7GHz Translator: 1. Operational Condition. 2. Control Mode. 3. Local Frequency. 7.8.8.3.17. RFT Summary: 1. Operational Condition. 7.8.8.3.18. The RFT OAM interface shall provide a facility for the TT&C to supply status to the NMS, including the following: 7.8.8.3.19. TT&C upconverters: 1. Operational condition. 2. Frequency. 3. Upconverter number. 7.8.8.3.20. TT&C downconverters: 1. Operational condition. 2. Frequency. 3. Down converter number. 7.8.8.3.21. The RFT OAM interface shall forward RFT events to the NMS. 7.8.8.3.22. The RFT OAM interface shall allow the NMS to: 1. configure RFT event parameters. 2. purge RFT event data. 3. access RFT event data. 7.8.8.3.23. The RFT OAM interface shall provide access to parameters requiring configuration by the NMS, including the following: 7.8.8.3.24. Antenna Control Unit: 1. Drive Mode. 2. Auto Transfer. 3. Program transfer. 4. AZ Position. 5. EL Position. 6. Program Start Time. 7. Program parameter. Page 195 of 245 ICO Proprietary and Confidential 923 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.8.3.25. De-ice: 1. Operation Mode. 2. Main REF. 3. Sub REF. 4. Feed Horn. 7.8.8.3.26. Tracking Down Converter: 1. Frequency. 7.8.8.3.27. C-Band High Power Amplifier: 1. LV. 2. HV. 3. Alarm Reset. 7.8.8.3.28. Tx/Rx Path Selector: 1. TX Path-A/B Selection. 2. RX Path-A/B Selection. 7.8.8.3.29. TT&C Up Converter: 1. Frequency. 7.8.8.3.30. TT&C Down Converter: 1. Frequency. 7.8.8.3.31. Switch: 1. SW Status. 7.8.8.3.32. 5/7 GHz Translator: 1. Local Frequency. 7.8.8.3.33. The RFT OAM interface shall provide access to TT&C parameters requiring configuration by the NMS. 7.8.8.4. FAULT MANAGEMENT 7.8.8.4.1. The RFT OAM interface shall forward the raising and clearing of RFT alarms to the NMS, including the following: 7.8.8.4.2. Communication alarms. 7.8.8.4.3. Antenna Control Unit: 1. Link. 2. Operational Condition. 3. Emergency Stop. 4. AZ Drive Fault. 5. EL Drive Fault. 6. Angle Fault. 7. Low EL. 8. Up Limit. 9. Down Limit. 10.CW Limit. Page 196 of 245 ICO Proprietary and Confidential 924 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 11. CCW Limit. 12. Dehydrator Alarm. 7.8.8.4.4. De-ice: 1. Major ALM. 2. Minor ALM. 7.8.8.4.5. Tracking Down Converter: 1. Operational Condition. 7.8.8.4.6. Tracking Demodulator: 1. Operational Condition. 2. Beacon Level Alarm. 7.8.8.4.7. C-Bank High Power Amplifier: 1. Link. 2. Operational Condition. 3. RF CCT Alarm. 4. Cooling Alarm. 5. INTLK Alarm. 6. PS Alarm. 7. Low RF. 7.8.8.4.8. C-Bank Low Noise Amplifier: 1. Operational Condition. 7.8.8.4.9. Tx/Rx Path Selector: 1. Link. 2. Path SEL Alarm. 7.8.8.4.10. TT&C Up Converter. 1. Operational Condition. 7.8.8.4.11. TT&C Down Converter. 1. Operational Condition. 7.8.8.4.12. C-Band Up Converter. 1. Operational Condition. 7.8.8.4.13. C-Band Down Converter. 1. Operational Condition. 7.8.8.4.14. Automatic Frequency Compensation: 1. Operational Condition. 7.8.8.4.15. 5/7Ghz Translator: 1. Operational Condition. 7.8.8.4.16. S-Band SSPA: 1. Operational Condition. 7.8.8.4.17. S-Bank Low Noise Amplifier: 1. Operational Condition. Page 197 of 245 ICO Proprietary and Confidential 925 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.8.4.18. Miscellaneous Alarm: 1. Air Conditioner. 2. Fire Alarm. 7.8.8.4.19. RFT Summary: 1. Operational Condition. 7.8.8.4.20. The RFT OAM interface shall forward the raising and clearing of TT&C alarms to the NMS, including the following: 7.8.8.4.21. Equipment alarms [TT&C baseband equipment summary alarm]. 7.8.8.4.22. Each RFT alarm forwarded to the NMS shall contain: 1. an object identifier unique to the RFT. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 7.8.8.4.23. The RFT OAM interface shall allow the NMS to configure RFT alarm parameters. 7.8.8.5. PERFORMANCE MANAGEMENT 7.8.8.5.1. The RFT OAM interface shall allow the NMS to: 1. configure RFT performance parameters. 2. purge RFT performance data. 3. access RFT performance data using filters supplied by the NMS. 4. configure periodic transfer of RFT performance data to NMS using filters. 7.8.8.5.2. The RFT performance data available through the RFT OAM interface shall include threshold exceeding data statistics. 7.8.8.6. SECURITY MANAGEMENT 7.8.8.6.1. The RFT OAM interface shall provide access control facilities to all RFT OAM interface functionality. 7.8.9. SATELLITE BASE STATION 7.8.9.1. GENERAL DESCRIPTION 7.8.9.1.1. The Satellite Base Station is responsible for the monitoring and management of the Satellite Access Subsystem and the Satellite Processing Subsystem. The Satellite Access Subsystem consists of the channel units and their associated elements. The Satellite Processing Subsystem consists of the channel manager and it's associated elements. The SBS domain also includes the OAM systems for the internal SBS Ethernet switch and GPS Receiver systems. 7.8.9.1.2. SBS OMC (Operations and Maintenance Centre) hosts the logical functions for SBS OAM, ChU OAM, CM OAM and RTRM OAM. The SBS OMC includes element management for CM, ChU, RTRM and SBS Ethernet Switch. 7.8.9.2. GENERAL REQUIREMENTS 7.8.9.2.1. The SBS OAM interface shall provide access to backup and restoration procedures associated with the SBS. 7.8.9.2.2. The SBS OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. Page 198 of 245 ICO Proprietary and Confidential 926 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 26 10 NOVEMBER 1997 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the three versions of software. 7.8.9.2.3. The SBS OAM interface shall allow the NMS to: 1. configure SBS resource usage parameters. 2. initiate archiving of the SBS resource usage data. 3. purge SBS resource usage data. 4. access SBS resource usage data using filters supplied by the NMS. 7.8.9.2.4. The SBS OMC shall use an industry standard remote window protocol for displaying all SBS control and configuration applications on the SAN-OSS console. 7.8.9.2.5. The SBS OMC shall use an industry standard network management protocol to forward events and alarms to the SAN-OSS. 7.8.9.2.6. The SBS OMC shall transfer bulk statistics to the SAN-OSS via industry standard file transfer protocol. The transfer shall occur automatically on a timed schedule or via SBS OMC operator command. 7.8.9.3. CONFIGURATION MANAGEMENT 7.8.9.3.1. The SBS OAM interface shall provide a facility for the SBS to supply status to the NMS, including the following: 1. Channel Units. 2. Channel Manager. 3. Call Processor. 4. Channel Processor. 5. Switching and Transcoding Module (STM). 6. E1 Cards. 7. T1 Cards. 8. Ethernet Cards. 9. RTRM 7.8.9.3.2. The SBS OAM interface shall forward SBS events to the NMS. 7.8.9.3.3. The SBS OAM interface shall allow the NMS to: 1. configure SBS event parameters. 2. initiate archiving of the SBS event data. 3. purge SBS event data. 4. access SBS event data. 7.8.9.3.4. The SBS OAM interface shall provide access to parameters requiring configuration by the NMS. 7.8.9.3.5. The SBS OAM interface shall provide access to Channel Manager parameters requiring configuration by the NMS, including the following: 1. Traffic switching between air interface and MSSC. 2. Ciphering control. 7.8.9.3.6. The SBS OAM interface shall provide access to Channel Unit parameters requiring configuration by the NMS, including the following: Page 199 of 245 ICO Proprietary and Confidential 927 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements VERSION: 26 10 NOVEMBER 1997 1. Operational state. 2. Software download. 7.8.9.3.7. The SBS OAM interface shall provide access to RTRM parameters requiring configuration by the NMS, including the following: 1. threshold for disk utilisation. 7.8.9.4. FAULT MANAGEMENT 7.8.9.4.1. The SBS OAM interface shall forward the raising and clearing of SBS alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 4. Quality of service alarms. 7.8.9.4.2. The SBS OAM interface shall forward the raising and clearing of Channel Manager alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 7.8.9.4.3. The SBS OAM interface shall forward the raising and clearing of Channel Unit alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 7.8.9.4.4. The SBS OAM interface shall forward the raising and clearing of RTRM alarms to the NMS, including the following: 1. Communication alarms. 2. Equipment alarms. 3. Processing error alarms. 4. Disk utilisation exceeds threshold. 7.8.9.4.5. Each SBS alarm forwarded to the NMS shall contain: 1. an object identifier unique to the SBS. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.9.4.6. The SBS OAM interface shall allow the NMS to: 1. configure SBS alarm parameters. 2. initiate archiving of the SBS alarm data. 3. purge SBS alarm data. 4. access SBS alarm data using filters supplied by the NMS. 7.8.9.5. PERFORMANCE MANAGEMENT 7.8.9.5.1. The SBS OAM interface shall allow the NMS to: Page 200 of 245 ICO Proprietary and Confidential 928 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 1. configure SBS performance parameters. 2. initiate archiving of the SBS performance data. 3. purge SBS performance data. 4. access SBS performance data using filters supplied by the NMS. 5. configure periodic transfer of SBS performance data to NMS. 7.8.9.5.2. The SBS performance data available through the SBS OAM interface shall include the following: 1. Channel Unit performance statistics. 2. Channel Manager performance statistics. 3. Number of channel requests. 4. Diversity allocation attempts. 5. Page requests. 6. Number of beam handovers. 7. Number of satellite handovers. 8. Number of channel units in use (traffic/control). 9. Number of active calls. 10.Number of failed calls due to hand-off failures. 7.8.9.5.3. The Channel Manager performance data available through the SBS OAM interface shall including the following: 1. Internal Handovers with successful re-establishment per ChM. 2. Internal Handovers without successful re-establishment per ChM. 3. Total requests for connections. 4. Total paging messages per ChM. 7.8.9.5.4. The Channel Unit performance data available through the SBS OAM interface shall include the following: 1. Processor utilisation. 2. Burst plans. 7.8.9.5.5. The RTRM performance data available through the SBS OAM interface shall include the following: 1. Number of channel units in use. 2. Number of active channels. 3. Number of channel handover attempts. 4. Number of channel handover failures. 5. Attempted handovers over beam, frequency, z-arc, satellite. 6. Failed handovers over beam, frequency, z-arc, satellite. 7.8.9.5.6. The performance measurements recorded by the SBS and available through the SAN-OSS OAM interface shall include the information to allow the calculation of: 1. total call (radio session) holding time categorised by UT location, mobile-originated or mobile-terminated, [service type], class of diversity, time and date. Page 201 of 245 ICO Proprietary and Confidential 929 [ICO LOGO] EN-IG-ICO-RQ/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. total call (radio session) count (attempts and completion) categorised by UT location, mobile-originated or mobile-terminated, [service type], class of diversity, time and date. 7.8.9.5.7. The call (radio session) attempt count shall include ones that are blocked by the lack of frequency resources. The interval and resolution of measurements shall be chosen so that the measurement data can be efficiently utilised for traffic planning at the SRMC. 7.8.9.5.8. The performance measurements, identified above, recorded by the SBS shall be made available to the SRMC through the SAN-OSS. 7.8.9.5.9. Any Radio Session statistics data will be collected and reported on a per SBS basis, and will not span a SAN-to-SAN handover. 7.8.9.6. SECURITY MANAGEMENT 7.8.9.6.1. Access through the SBS OAM interface shall be controlled using password-based logins and feature control lists for SBS applications. 7.8.10. TERRESTRIAL NETWORK MANAGER 7.8.10.1. GENERAL DESCRIPTION 7.8.10.1.1. Each SAN has a Terrestrial Network Manager (TNM) to provide ICO-net routing, optimisation and vocoding functions. The TNM system interfaces between the MSSCs and the Channel Managers. The TNM routes calls to SANs, and invisibly to the MSSC and Channel Managers, and provides multiplexing for Inter-Site links and vocoding for Air Interface transmission via the Channel Managers. 7.8.10.1.2. The TNM will also manage the DCN (refer to Section 7.8.11). 7.8.10.2. GENERAL REQUIREMENTS 7.8.10.2.1. The TNM OAM interface shall provide access to backup and restoration procedures associated with the TNM. 7.8.10.2.2. TNM OAM failure switchover shall be automatic. 7.8.10.2.3. The TNM OAM interface shall provide the following software upgrade facilities: 1. download new versions of software from the NMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the above three versions of software. 7.8.10.3. CONFIGURATION MANAGEMENT 7.8.10.3.1. The TNM OAM interface shall provide a facility for the TNM to supply status to the NMS, including the following: 1. RPC. 2. RPN. 3. MUX/Vocoder. 4. intersite route health status for the SAN. 7.8.10.3.2. The TNM OAM interface shall forward TNM events to the NMS. 7.8.10.3.3. The TNM OAM interface shall allow the NMS to: 1. configure TNM event parameters. 2. initiate archiving of the TNM event data. Page 202 of 245 ICO Proprietary and Confidential 930 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 3. purge TNM event data. 4. access TNM event data. 7.8.10.3.4. The TNM OAM interface shall provide access to parameters requiring configuration by the NMS, including the following: 1. RPC. 2. RPN. 3. MUX/Vocoder. 4. intersite routing tables. 7.8.10.4. FAULT MANAGEMENT 7.8.10.4.1. The TNM OAM interface shall forward the raising and clearing of TNM alarms to the NMS, including the following: 1. Communications alarms. 2. Equipment alarms. 3. Processing error alarms. 4. Quality of service alarms. 7.8.10.4.2. Each TNM alarm forwarded to the NMS shall contain: 1. an object identifier unique to the TNM. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. source of the alarm for the purpose of fault location. 7.8.10.4.3. The TNM OAM interface shall allow the NMS to: 1. configure TNM alarm parameters. 2. initiate archiving of the TNM alarm data. 3. purge TNM alarm data. 4. access TNM alarm data using filters supplied by NMS. 7.8.10.4.4. The TNM OAM shall support alarm filtering. 7.8.10.4.5. The TNM OAM shall support the same number of alarm severity levels (critical, major, minor, warning as referred to in Section 7.3) as the SAN-OSS for the purpose of categorising alarms displayed at an MMI. 7.8.10.5. PERFORMANCE MANAGEMENT 7.8.10.5.1. The TNM OAM interface shall allow the NMS to: 1. configure TNM performance parameters. 2. initiate archiving of the TNM performance data. 3. purge TNM performance data. 4. access TNM performance data using filters supplied by the NMS. 7.8.10.5.2. configure periodic transfer of TNM performance data to NMS using filters. 7.8.10.6. SECURITY MANAGEMENT 7.8.10.6.1. The TNM OAM interface shall provide access control facilities to all TNM OAM interface functionality. Page 203 of 245 ICO Proprietary and Confidential 931 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.11. DIGITAL COMMUNICATION NETWORK 7.8.11.1. GENERAL 7.8.11.1.1. The Digital Communication Network (DCN) is described in Section 6.5. 7.8.11.1.2. The DCN is integrated with the TNM OAM and forms part of the TNM OAM interface. 7.8.11.1.3. The management of the DCN and DCN components shall be the responsibility of the local TNM. The TNM OAM interface to the SAN-OSS and NMC shall support the DCN management functions. The DCN management functions shall include the functionalities listed below and in Sections 7.8.11.2, 7.8.11.3 and 7.8.11.4: 1. Each SAN DCN Encryption Device a. Normal/Fail b. I/O stream Normal/Fail c. [Bypass/Normal] d. [Configuration status] 2. Each SAN DCN Router/Bridge a. Normal/Fail b. Link Fail Alarm (if provided by selected equipment) c. Router statistics (via text dump, information provided will be vendor dependent) d. Router Table Display (via text dump) e. Router Table Load (via file download) 3. Each SAN TNM DCN MUX a. Normal/Fail b. I/O stream Normal/Fail c. Configuration status d. Configuration change e. [Diagnostics] 4. TNM OAM Aggregated Status a. DCN Direction/Route Normal/Fail (e.g. Dir A, Route B Fail) b. TNM Communications Timeout (link health check). 7.8.11.2. CONFIGURATION MANAGEMENT 7.8.11.2.1. The TNM OAM shall provide a facility for the TNM to supply status to the NMS, including the following: 1. [DCN Encryption Device] at each SAN, at the NMCs and at the OT&DF (if provided); 2. TNM DCN MUX at each SAN, at the NMCs and at the OT&DF (if provided); 3. TNM Communications Timeout (link health check); 4. DCN Direction/Route status 7.8.11.2.2. The TNM OAM shall provide a facility for the DCN Router/Bridge at each SAN, at the NMCs and at the OT&DF (if provided) to display the Router Table. Page 204 of 245 ICO Proprietary and Confidential 932 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.11.2.3. The TNM OAM interface shall provide the facility to download the Router Table (for the DCN Router/Bridge at each SAN, at the NMCs and at the OT&DF (if provided)) from the NMS. 7.8.11.2.4. The TNM OAM interface shall provide a facility for the NMS to change the configuration of the DCN Router/Bridge at each SAN, at the NMCs and at the OT&DF (if provided) and [of the DCN Encryption Device at each SAN, at the NMCs and at the OT&DF (if provided)]. 7.8.11.2.5. The TNM OAM interface shall provide a facility for the NMS to get/set the enabled/disabled status of the encryption on each link (DCN Encryption Device Bypass/Normal). 7.8.11.3. FAULT MANAGEMENT 7.8.11.3.1. The TNM OAM interface shall forward to the NMS the raising and clearing of the alarms, including the following: 1. DNC Encryption Device at each SAN, at the NMCs and at the OT&DF (if provided); 2. I/O Stream for the DCN Encryption Device at each SAN, at the NMCs and at the OT&DF (if provided); 3. DCN Router/Bridge failure at each SAN, at the NMCs and at the OT&DF (if provided); 4. DCN Router Bridge Link Failure; 5. TNM DCM MUX failure at each SAN, at the NMCs and at the OT&DF (if provided); 6. I/O stream for the TNM DCN Mux at each SAN, at the NMCs and at the OT&DF (if provided); 7. TNM Communication Timeout; 8. DCN Direct/Route Alarm. 7.8.11.3.2. [The TNM OAM interface shall provide diagnostics information for the TNM DCN MUX at each SAN, at the NMCs and at the OT&DF (if provided)]. 7.8.11.4. PERFORMANCE MANAGEMENT 7.8.11.4.1. The TNM OAM interface shall support access to router generated statistics for the DCN Router/Bridge at every SAN, at the NMCs and at the OT&DF (if provided). 7.8.11.4.2. (F/R) Typical DCN performance data to be reported to the NMS shall include: 1. network congestion; 2. error rate; 3. latency. 7.8.12. ICONET SYNCHRONISATION SYSTEM 7.8.12.1. GENERAL DESCRIPTION 7.8.12.1.1. Accurate timing/frequency synchronisation between elements of the ground network, radio/satellite and interconnecting terrestrial networks needs to be accomplished in order to support the mobile services being provided. At the system level the NMC requires to be able to control, audit and manage the network synchronisation as identified in Section 6.25.1. For this purpose, the synchronisation system is to be treated as a logical network element. Page 205 of 245 ICO Proprietary and Confidential 933 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 7.8.12.1.2. At the physical level, timing devices may well be integrated into the various network elements (e.g. SBS, TNM, etc.), and hence be monitored and managed by the controlling OAM. (SBS OAM, TNM OAM, etc.). However, this management needs to be pulled together and co-ordinated in order to provide a higher level view of the synchronisation subsystem at both the SAN-OSS and NMC. In addition, should additional external synchronisation devices be necessary then these will need to be managed through the synchronisation system OAM. 7.8.12.2. GENERAL REQUIREMENTS 7.8.12.2.1. From the NMC it shall be possible to graphically determine the hierarchical synhcronisation network architecture being employed (e.g. active primary reference clock systems) and the real time status (e.g. GPS receiver device status, etc.). 7.8.12.2.2. The NMC shall support an interface to the SCC for the receipt of ephemeris data to be transferred to the SAN SRMS for delay estimation purposes as outlined in Section 6.25.1.3. 7.8.12.2.3. The following management functions in 7.8.12.3 to 7.8.12.6 shall be applicable where provided by the network elements. 7.8.12.3 CONFIGURATION MANAGEMENT 7.8.12.3.1 From the NMC it shall be possible to activate re-synchronisation procedures in the case of fault and alarm conditions (timing deviations) being reported across the system. 7.8.12.3.2 From the NMC it shall be possible to introduce changes to the synchronisation mechanism with the minimal of disruption (i.e. switching to back-up or alternate timing sources, switching to another SAN timing mechanism, etc.). This configuration capability shall exist to the element level. 7.8.12.3.3. Switchover to primary and/or secondary timing sources shall be co-ordinated with the NMC beforehand (normal operation) or the NMC shall be notified immediately afterwards (emergency operation). 7.8.12.3.4. It shall be possible to undertake configuration audits concerning the synchronisation systems from the NMC for tracing and investigative purposes. 7.8.12.4. FAULT MANAGEMENT 7.8.12.4.1. Devices making up the synchronisation system shall be continually monitored for fault and alarm conditions (e.g. device failures, etc.). 7.8.12.4.2. It shall be possible to configure fault thresholds to report aspects such as timing deviation levels, update rates, etc. from the NMC (global) or SAN-OSS (local). 7.8.12.4.3. The SAN-OSS shall filter and co-ordinate synchronisation data from the various timing devices and provide a summary of fault and alarm reporting to the NMC. 7.8.12.5. PERFORMANCE MANAGEMENT 7.8.12.5.1. The SAN-OSS shall collate and conduct suitable trend analysis on performance data concerning the synchronisation elements. 7.8.12.5.2. The NMC shall collate and conduct suitable trend analysis on reported synchronisation performance data across the ICONET and report conformance against the active network synchronisation plan. 7.8.12.5.3. Measurement and reporting of conformation of the synchronisation system against the criteria set in Section 6.25 shall be available (e.g. timing accuracy measures, stability, etc.). Page 206 of 245 ICO Proprietary and Confidential 934 [ICO LOGO] EN-IG-ICO-RG/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 7.8.12.6. SECURITY MANAGEMENT 7.8.12.6.1. Access control mechanisms shall be implemented concerning the synchronisation mechanism. 7.8.12.6.2. Access through the Synchronisation System OAM shall be controlled using password-based logins. 7.8.13. C-C SUBSYSTEM 7.8.13.1. It shall be possible for the NMS to: a) Display C-C link assignments per site (e.g. frequency, power) b) monitor status of C-C link c) [Control and] Manage C-C frequency/power allocation, as the equipment allows. 7.8.14. ICO ADMINISTRATIVE DATA CENTRE 7.8.14.1. The ICO Administrative Data Centre (ADC) is involved in the activities of provisioning, billing, partner care and legal interception. 7.8.14.2. The ADC shall provide its status to the NMS at all times. Any fault in the ADC shall be notified to the NMS. 7.8.14.3. NMS shall perform a Health Check to the ADC periodically. The time interval shall be operator configurable. 7.8.14.4. Any CDR Log Alarm detected by the ADC shall be notified to the NMS. 7.8.14.5. Billing related complaints which can not be resolved at the ADC shall be forwarded to the NMS for possible resolution via call tracing facility at the NMS. 7.8.14.6. Relevant CDRs shall be sent from the ADC to the NMS. 7.8.14.7. Service affecting alarms shall be notified from the NMS to the I-ADC. 7.9. LEGAL INTERCEPTION MANAGEMENT SYSTEM 7.9.1. GENERAL REQUIREMENTS 7.9.1.1. The Legal Interception Management System (LIMS) shall provide OAM functionalities for the Legal Interception System (LIS). It shall encompass LIS equipment, associated software, processing, monitoring and control. 7.9.1.2. The LIMS shall provide access to backup and restoration procedures associated with the LIS equipment. 7.9.1.3. The LIMS shall provide the following software upgrade facilities: 1. download new versions of software to the LIAS from the LIMS. 2. replace the current version of software with the new version. 3. replace the current version of software with the previous version. 4. extract existing software version information for the two versions of software (i.e. the current version and the previous version) stored in the LIAS. 7.9.2. CONFIGURATION MANAGEMENT 7.9.2.1. A facility shall be provided for the LIAS to supply its status to the LIMS. 7.9.2.2. The LIAS shall forward its events to the LIMS. 7.9.2.3. The LIMS shall be able to: 1. configure LIAS event parameters. Page 207 of 245 ICO Proprietary and Confidential 935 [ICO LOGO] EN-IG-ICO-RG/000014 ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. initiate/suppress logging of the LIAS event data. 3. support logging of up to 3 days of LIAS event data in a buffer. 4. support saving of the logged LIAS event data in a file for long term online archiving. The long-term archive shall hold a minimum of 90 days of data storage. 5. access LIAS event data. 7.9.2.4. The LIAS shall provide access to parameters requiring configuration by the LIMS. 7.9.3. FAULT MANAGEMENT 7.9.3.1. The raising and clearing of LIAS alarms shall be reported to the LIMS, including the following alarm types: 1. Communication alarms. 2. Equipment alarms. 3. Software error alarms. 7.9.3.2. Each LIAS alarm forwarded to the LIMS shall contain: 1. an object identifier unique to the LIAS. 2. date and time of when the alarm was raised or cleared. 3. alarm description. 4. alarm severity. 5. source of the alarm for the purpose of fault location. 7.9.3.3. The LIMS shall be able to: 1. configure LIAS alarm parameters. 2. initiate/suppress logging of the LIAS alarm data. 3. support logging of up to 3 days of LIAS alarm data in a buffer. 4. support saving of the logged LIAS alarm data in a file for long term online archiving. The long-term archive shall hold a minimum of 90 days of data storage. 5. access LIAS alarm data using filters supplied by the LIMS. 7.9.4. PERFORMANCE MANAGEMENT 7.9.4.1. The LIMS shall be able to: 1. configure LIAS system performance parameters (e.g. processor overload threshold, cache memory allocation). 2. monitor LIAS system performance (e.g. processor overload performance, memory resource usage). 3. initiate/suppress logging of LIAS system performance data. 4. access LIAS system performance data using filters supplied by the LIMS. 5. configure periodic transfer of LIAS system performance data to the LIMS using filters. 6. generate operational statistical data (e.g. number of intercepted calls per hour). 7.9.5. SECURITY MANAGEMENT 7.9.5.1. At the LIMS it shall be possible to provide access control facilities. 7.9.5.2. The LIMS shall provide strict isolation of warrants submitted by different agencies. Page 208 of 245 ICO Proprietary and Confidential 936 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 8. PERFORMANCE REQUIREMENTS 8.1. CONDITIONS FOR PERFORMANCE REQUIREMENTS 8.1.1. Except where otherwise stated, all performance requirements shall be measured under the "Initial Value" load defined in Table 9-1 of Section 9.2. 8.2. BASIC QUALITY OF SERVICE 8.2.1. IGF VOICE LOOP DELAY 8.2.1.1. This is defined as the time from the inlet to the MSSC (4 wire mode) through the local TNM and via a remote TNM to the remote SBS output looped back at IF through the same SBS and the same TNM back to the MSSC inlet, in accordance with Test Configuration No. 2. The distance between the local TNM and the remote TNM shall be negligible. The transmitting channel unit shall be configured for the modulation scheme to be the same as the receiving channel unit. 8.2.1.2. The average IGF voice loop delay shall be less than 290 milliseconds assuming no other traffic. 8.2.2. SPEECH QUALITY IN MOS 8.2.2.1. This shall be measured using a test path as defined for the one way transmission delay time. 8.2.2.2. Value of speech quality shall be not less than [0.2] MOS less than the value achieved from a test of the vocoder algorithm connected in the standard manufacturer's supply environment hardware. 8.2.3. PROBABILITY OF CALL LOSS 8.2.3.1. For a call passing via an MSSC, the local TNM and local SBS to a UT via a satellite channel simulator, and subjected to blockage according to the channel blockage model defined below the probability of call loss excluding failures on the terrestrial side of the MSSC and errors in the UT shall be no greater than [0.1]% per minute of call holding time provided the radio link timer is set to more than 10 seconds and there are no other radio link impairments. 8.2.3.2. The channel blockage model for this requirement shall be one in which the radio link has no more than 10 second blockage in a single interruption and no more than 15 seconds aggregate blockage in a minute. 8.2.4. HANDOVER PERFORMANCE 8.2.4.1. HANDOVER INITIATION DELAY 8.2.4.1.1. The handover initiation delay is defined as the period from the moment the handover decision is made to the first bit of "Handover Command" is sent out of the SAN antenna to the UT. The required execution times are: 1. Intra Channel Manager: no more than 1 second for 95% of the time. 2. Inter-Channel Manager (same SBS): no more than 3 seconds for 95% of the time. 3. Inter-SBS: no more than 6 seconds for 95% of the time. The distance between the two SAN sites is assumed to be no more than 15,000km. 8.2.5. HANDOVER PERFORMANCE 8.2.5.1. The probability of the success of the complete Handover procedure shall be 99.5% providing the resources are available and excluding errors in the UT and propagation errors. Page 209 of 245 ICO Proprietary and Confidential 937 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 8.2.5.2. In the procedure for handover by channel re-assignment, the duration from the receipt of the Reassignment Complete at SBS to the re-connection of the traffic communication path shall not exceed: 1. Inter Channel Manager (same SBS) [40 msec] for 95% of time. 2. Inter SBS [80 msec] for 95% of time. 8.3. SMS QUALITY OF SERVICE 8.3.1. DELIVERY TIME 8.3.1.1. The delivery time for a short message from the entry point of the SMSC to the output of the SMSC shall be no greater than 10 seconds for 95% of the time under the busy hour loading condition as defined in Table 9-1 of Section 9.2. 8.3.2. PROBABILITY OF SMS NON-DELIVERY ON EACH DELIVERY ATTEMPT. 8.3.2.1. The SMSC shall not lose any SMS message at any time under normal operating conditions and under the busy hour loading condition as defined in Table 9-1 of Section 9.2. 8.4. AUTOMATIC FACSIMILE GROUP 3 (UP TO 9600bps) QUALITY OF SERVICE 8.4.1. TRANSPARENT MODE 8.4.1.1. The one way transmission delay shall be no greater than [300] msec, assuming lowest delay slot assignment, for Test Configuration No. 2 8.4.1.2. The probability of lost calls (% per minute of call holding time) shall be no greater than 0.1% without noise injection 8.5. CIRCUIT MODE DATA (UP TO 9600bps) QUALITY OF SERVICE 8.5.1. TRANSPARENT MODE 8.5.1.1. The one way transmission delay shall be no greater than [300] msec, assuming lowest delay slot assignment, for Test Configuration No. 2 8.5.1.2. The probability of lost calls (% per minute of call holding time) shall be no greater than 0.1% without noise injection. 8.6. CIRCUIT MODE DATA (GREATER THAN 9600bps) QUALITY OF SERVICE (TBD) 8.7. HPN QUALITY OF SERVICE 8.7.1. HPN IDLE MODE 8.7.1.1. The IGF shall allow a UT in HPN coverage and conformant with the AI specifications to maintain HPN operation with a duty cycle of [0.5]%. Page 210 of 245 ICO Proprietary and Confidential 938 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version:26 10 November 1997 8.7.2. HPN MESSAGE DELAY 8.7.2.1 The HPN subsystem shall have an average delay in transmitting a double length burst message, for e.g. SMS notification, or a quadruple length burst message, for e.g. failed MT call, including CLI, for the first delivery attempt (at 90% system capacity) of less than 3 or 4 minutes respectively; from the time that the message is received at the HPN-SC. The above condition shall be met when there are no pending messages for the UT at the HPN-SC. 8.7.3. HPN CAPACITY 8.7.3.1 The NMC, SRMC and HPN subsystems shall support the mechanisms in the Air Interface to allow a variable HPN capacity. 8.7.3.2 The MSSC and HPN subsystem at each SAN shall support delivery of the following new message rates at each SAN: 1. 3 HPN escalations/sec due to failed MT-SMS 2. 6 HPN escalations/sec due to failed MT call attempts. 8.7.3.3 The HPN subsystem shall modify message repeat mechanisms and flow control to prevent significant performance degradation in the event of over-loading. 8.7.3.4 The HPN subsystem shall allow highly non-uniform message distribution with up to [1/4] of the traffic able to be handled in any one beam. 8.7.4. HPN TRANSMITTER AND RECEIVER CHARACTERISTICS 8.7.4.1 The HPN transmit channel units shall be capable of tuning to any IF frequency returning to any frequency within a +/-220 kHZ offset from any valid HPN transmit frequency to a resolution of < 10Hz and shall stabilise within 10usec from receipt of a returning command. 8.7.4.2 The HPN receiver shall have the following characteristics for the ACK/HP channel. 1. False Alarm Rate <0.001 2. Detection Probability >[92]% 3. Receive Frequency Uncertainty (plus minus) 2.5 kHZ 4. Receive burst Timing Uncertainty (plus minus) 2.5 msec 5. Channel Fading Bandwidth 30 Hz AWGN 6. Received Phase Noise 6 degrees rms 6 degrees rms 7. Receiver Signal Level [41.5]dB Hz [31.5]dB Hz 8.8. GSM SUPPLEMENTARY SERVICES QUALITY OF SERVICE 8.8.1. TIME TO INVOKE OR CHANGE A SUPPLEMENTARY SERVICE 8.8.1.1. The maximum time from initiating a Supplementary Service Request until when this service has become available or changed (as requested by the user), including authentication, if required, shall be no greater than 400 msec. Page 211 of 245 ICO Proprietary and Confidential 939 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 8.9. SECTION NOT USED 8.10. SBS PERFORMANCE 8.10.1. CHANNEL ASSIGNMENT DELAY (RACH TO AGCH) Definition 8.10.1.1. Start instant: Input of the last bit of the RACH into the RFT antenna. 8.10.1.2. End instant: Output of the first bit of the AGCH from the RFT antenna. Test conditions: 8.10.1.3. No AGCH queue 8.10.1.4. Performance requirement: Delay less than 400 ms with 95% probability under full load 8.10.2. PAGING DELAY Definition 8.10.2.1. Start instant: Input of the last bit of the Page Request message into the SBS C7 link 8.10.2.2. End instant: Output of the first bit of the PCH from the RFT antenna. Test conditions: 8.10.2.3. No PCH queue; paging to a single beam. 8.10.2.4. Performance requirement: Delay less than 400 ms with 95% probability under full load. 8.10.3. POSITION DETERMINATION DELAY Definition 8.10.3.1. Start instant: Input of the last bit of the Initial Message into the RFT antenna 8.10.3.2. End instant: Output of the first bit of the CM Service Request message into the SBS C7 link Test conditions: 8.10.3.3. No C7 queue 8.10.3.4. Performance requirement: Delay less than 350 ms with 95% probability under full load. 8.10.4. SECTION NOT USED 8.10.5. SIGNALLING TRANSIT TIME 8.10.5.1. The SBS-transparent signalling messages transit time is defined as the last bit of the message into the SBS and the first bit of the corresponding message out of the SBS and shall be no more than 110 ms for 95% of the time for channels other than SDCCH/2, and the 190 ms for 95% of the time for the SDCCH/2 channel. 8.10.6. VOICE TRAFFIC TRANSIT TIME 8.10.6.1. The voice traffic transit time is defined as the duration between the last bit of a voice frame into SBS and the first bit of the corresponding voice frame out of SBS, including the FEC/Timing Part of the Voice Codec, and shall be less than the following values. 1. With diversity: no more than 40ms longer than the case without diversity. Page 212 of 245 ICO Proprietary and Confidential 940 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2. Without diversity: no more than 49 ms (forward direction) and 62 ms (return direction) for 95% of the time assuming optimum slot synchronisation with the TNM. 8.10.7. NON-VOICE TRAFFIC TRANSIT TIME 8.10.7.1. The non-voice traffic transit time is defined as the duration between the last bit of a frame into SBS and the first bit of the corresponding frame out of SBS, and with no handover take place and shall be less than the corresponding values for voice plus slot alignment delay plus any interleaving delay. 8.10.8. LAYER 2 ACKNOWLEDGEMENT DELAY Definition 8.10.8.1. Start instant: Input of the last bit of a Layer 2 Signal Unit with the P bit set to 1 into the SBS demodulator. 8.10.8.2. End instant: Output of the first bit of the corresponding Layer 2 Signal Unit containing the acknowledgement to the received Signal Unit described in 8.10.8.1 from SBS demodulator. Test conditions: 8.10.8.3. The Layer 2 used is in the acknowledgement mode. Performance requirement: 8.10.8.4. Mean delay less than 150 ms. 8.10.8.5. 95 percentile delay less than 180 ms. 8.11. AVAILABILITY 8.11.1. DEFINITIONS 8.11.1.1. The availability of the elements of a SAN site that support the traffic, voice and data (customer), switching and transport capacity of a SAN shall be calculated using the definitions, redundancy schemes, and associated equations of Bellcore Document, GR-512 CORE (Revision in effect on 31 October 1966). 8.11.1.2. A SAN shall be defined as being available when it can process and transport more than 70% of its rated traffic switching and transport capacity. When the SAN has lost 30% or more of its rated traffic switching and transport capacity due to SAN equipment failure the SAN shall be defined as unavailable. 8.11.1.3. Failures of SAN site power shall not be counted in calculating SAN availability. 8.11.1.4. Failure due to operator error, external physical damage to equipment or planned outages shall not be counted in calculating SAN availability. 8.11.1.5. Failure of Network Management, SRMC, HPN and other equipment that does not result in loss of SAN switching, transport or processing of voice and data traffic capacity shall not be counted in calculating SAN availability. 8.11.1.6. The availability of the following elements shall be specified and shall be considered available when each element can support at least 70% of its rated traffic (voice, data or administration information) transport and processing load. 8.11.1.7. The systems shall be considered unavailable when the elements are unable to support at least 70% of their rated traffic (voice, data or administration information) transport and processing load due to IGF equipment failure. Page 213 of 245 ICO Proprietary and Confidential 941 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 8.11.2. REQUIREMENTS 8.11.2.1. For purpose of availability calculation, the MTTR shall be 4 hours or less for all replaceable elements of the SAN, NMC or Back up NMC, stocked on site, or 7 days for elements not stocked on site. 8.11.2.2. Basis of MTBF estimate shall be stated (e.g. data, comparison). 8.11.2.3. The Availability of a SAN site as defined above shall be equal or greater than 0.9996. 8.11.2.4. The availability of each traffic carrying subsystem of the IGF (including MSSC/VLR, HLR, ILR, IN Platform, TNM, SBS, and RFT subsystem) shall be equal or greater than 0.9999. 8.11.2.5. The IGF shall be designed so that the reliability of the NMC and non-traffic carrying elements of each SAN is not a significant factor in the SAN availability. 8.11.2.6. Availability of the HPN subsystem shall be greater than [0.9996]. 8.11.2.7. Offered traffic levels of up to 150% of the rated capacity shall be supported without any system failures. 8.11.2.8. Beyond the 150% of the rated capacity, rejection of calls shall be used to maintain the system in operation. 8.11.2.9. During the rejection process the system capacity may be less than 100% of the rated capacity. The MSSC shall support the rejection of Network Originated traffic during this period. The SBS shall support the rejection of UT Originated traffic during this period. 8.11.2.10. Availability of the Legal Interception Subsystem (LIS) shall be greater than 0.9999. Page 214 of 245 ICO Proprietary and Confidential 942 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 [Availability Diagram] FIGURE 8-1 AVAILABILITY DIAGRAM Page 215 of 245 ICO Proprietary and Confidential 943 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 8.11.3. ENVIRONMENTS 8.11.3.1. GENERAL 8.11.3.1.1. The equipment composing the IGF shall operate under the following environmental conditions. 8.11.3.2. EQUIPMENT IN THE MAIN BUILDING 8.11.3.2.1. Temperature, Humidity and Altitude Requirements: 1. IEC 721-3-3 Class 3K2. See Figure 8-2. 2. TEMPERATURE: 15(degrees)C to 30(degrees)C 3. HUMIDITY: 10% to 75% RH, Relative Humidity, bounded by an absolute humidity range of 2 g/m(3) to 22 g/m(3). 4. ALTITUDE: 0-10,000 feet, 0-3050 meters 8.11.3.2.2. Mechanical Requirements: 1. IEC 721-3-3 class 3M1 2. SINUSOIDAL VIBRATION: 0.3 mm 2-9 Hz, 1m/s(2) 9-200 Hz 3. NON STATIONARY VIBRATION INCLUDING SHOCK: 40 m/s(2) response spectrum L 8.11.3.3. EQUIPMENT IN THE RFT SHELTER 8.11.3.3.1. Temperature, Humidity and Altitude Requirements: 1. TEMPERATURE: 10(degrees)C to 40(degrees)C full performance -10(degrees)C to 60(degrees)C operational 2. HUMIDITY: 5% to 95% RH, Relative Humidity, 3. ALTITUDE: 0-2000 meters (up to 2300 m with special provisions) 8.11.3.3.2. Mechanical Requirements: 1. SINUSOIDAL VIBRATION: 5 mm(p-p) 0.1-10 Hz 8.11.3.4. OUTDOOR EQUIPMENT 8.11.3.4.1. Temperature, Humidity and Altitude Requirements: 1. TEMPERATURE: -20(degrees)C to 50(degrees)C full performance -30(degrees)C to 60(degrees)C operational 2. HUMIDITY: 0% to 100% RH, Relative Humidity, 3. ALTITUDE: 0-2000 meters (up to 2300 m with special provisions) 8.11.3.4.2. Mechanical Requirements: 1. SINUSOIDAL VIBRATION: 5 mm(p-p) 0.1-10 Hz Page 216 of 245 ICO Proprietary and Confidential 944 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 [LINE GRAPH] FIGURE 8-2 CLIMATOGRAM FOR 12 YEAR LIFE (ABSOLUTE HUMIDITY CURVES APPROXIMATED) 8.12. TNM PERFORMANCE REQUIREMENTS 8.12.1. TNM TRANSIT TIME 8.12.1.1. PAGING 8.12.1.1.1. The paging transit time is defined as the time duration from the first bit of the Paging message received at the TNM from the MSSC until the first bit of the Paging message is sent from the same TNM to the last SBS of up to 3 selected target SBSs. 8.12.1.1.2. The paging transit time shall be less than 80 ms (mean) and 130 ms (95 percentile), under the load defined in Table 9-1 of Section 9.2. Page 217 of 245 ICO Proprietary and Confidential 945 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 8.12.1.2. TRANSPARENT MESSAGES 8.12.1.2.1. Message (excluding Paging) transit time is defined as the duration from the first bit of the message to TNM and the first bit of the same message out of the same TNM. 8.12.1.2.2. The transit time shall be less than 60 ms (mean) and 90 ms (95 percentile), under the load defined in Table 9-1 of Section 9.2. 8.12.1.3. VOICE TRAFFIC 8.12.1.3.1. The voice traffic transit time is measured as the time duration from the first bit of a value circuit into the TNM to the corresponding bit out of the same TNM. The steady state value shall be less than the following 1. Towards mobile transcoding: less than 94 ms (includes 72 ms for delay inherent in voice codec algorithm) assuming the TNM assigned optimum MCD slot is available. 2. From mobile with transcoding: less than 38 ms (includes 20 ms for delay inherent in voice codec algorithm). 3. Without transcoding (any direction): less than 14 ms assuming the TNM assigned optimum MCD slot is available. 8.12.1.4. GSM DATA/FAX TRAFFIC 8.12.1.4.1. The transit time is measured as the time duration from the first bit of fax/data circuit into the TNM to the corresponding bit out of the same TNM and shall be less than [14] ms. 8.12.1.5. NON-GSM DATA TRAFFIC 8.12.1.5.1. The transit time is measured as the time duration from the first bit of a data circuit into the TNM to the corresponding bit out of the same TNM and shall be less than the following values. 1. Towards mobile: 82 ms plus slot alignment delay. 2. From mobile: 60 ms. 8.12.1.6. NON-GSM FAX TRAFFIC (THE IMAGE TRANSFER PART) 8.12.1.6.1. The transit time is measured as the time duration from the first bit of a fax circuit into the TNM to the corresponding bit out of the same TNM and shall be less than the following values. 1. Towards mobile: less than [82] ms plus slot alignment delay. 2. From mobile: less than 60 ms. 8.13. MSSC 8.13.1. MOBILE SWITCHING RESPONSE TIME 8.13.1.1. At rated traffic load as defined in Table 9-1 of Section 9.2, the following response time between a pair of signals shall apply. 8.13.1.2. TABLE 8-1 RESPONSE TIMES ---------------------------------------------------------- Response Time Mean (ms) 95 percentile (ms) ---------------------------------------------------------- 8.13.1.2. PSTN to UT ---------------------------------------------------------- 1. IAM - Paging [80] 121 ----------------------------------------------------------
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Response Time Mean (ms) 95 percentile (ms) - --------------------------------------------------------------------------- 2. Paging Resp - Auth Req [30] 44 3. Auth. Resp - Ciph Mode Cmd [20] 33 4. Ciph Mode Com - Setup [30] 44 5. Alert - Assignment Req [20] 33 8.13.1.3. UT - PSTN 1. CM Service Req - Auth Req [30] 44 2. Auth Resp - Ciph Mode Cmd [30] 66 3. Setup - Call Proceeding [30] 44 4. Modify Com - IAM [30] 44 5. ACM - Alert [30] 44 6. ANS - Connect [20] 33 8.13.1.4. Location Update (no HLR) 1. LU Req - LU Acc [50] 77 2. LU Acc - Clear [80] 165 8.13.1.5. SS CFU Registration 1. CM Serv Req - Ciph Mode Cmd [50] 88 2. Ciph Mode Com - CM Serv Acc [240] 341 3. Register - Register [20] 33
8.13.2. TRANSIT SWITCHING TBD 8.13.3. D-IWF TBD 8.13.4. GMSC TBD 8.13.5. IN-SSP (F/R) TBD 8.13.6. MSSC VOICE TRANSIT TIME 8.13.6.1 The MSSC voice transit time is defined as the time for a bit to pass from an inlet of the MSSC to an outlet of the same MSSC. 8.13.6.2 The MSSC voice transit time shall be less than 2 ms. 8.14 LEGAL INTERCEPTION SUBSYSTEM 8.14.1. MSSC interception function.
PERFORMANCE PARAMETERS TARGET VALUES ------------------------------------------------------------------- Max. number of LIAS intercept commands that can [TBD] be received by the MSSC per minute
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PERFORMANCE PARAMETERS TARGET VALUES ------------------------------------------------------------------- For MO call, max. delay from the instance when the [TBD] layer 3 CC SETUP message is received by the MSSC to the instance when the target call is intercepted and an outgoing ISUP IAM message is initiated towards the LIAS. For MT call, max. delay from the instance when the [TBD] incoming ISUP IAM message is detected by the MSSC to the instance when an outgoing ISUP IAM message is initiated towards the LIAS.
8.14.2. Legal Interception Activation System (LIAS)
PERFORMANCE PARAMETERS TARGET VALUES ------------------------------------------------------------------- Max. number of LIMS Intercept Requests that can [TBD] be received by the LIAS per minute Max. throughput of intercept commands that can be [TBD] sent over the X1 interface towards the MSSC Max. Delay for answering an incoming intercept call [2 seconds] delivered by the MSSC. This is calculated from the instant when an incoming IAM message is detected by the LIAS to the instant when an ISUP ANS message is sent back to the MSSC. For SANLOC interception, max. delay from the [5 seconds] instance when an incoming intercept call is detected by the LIAS to the instance when an outgoing call is initiated towards a monitoring centre. For SUBLOC interception, max. delay from the [5 seconds] instance when UT position information is available on the X2 interface to the instance when an outgoing call is initiated towards a monitoring centre.
8.14.3. Legal Interception Management System (LIMS)
PERFORMANCE PARAMETERS TARGET VALUES ------------------------------------------------------------------- Max. number of Legal Intercept Warrants that can [TBD] be validated and processed per hour Max. number of Legal Intercept Requests that can [TBD] be sent to the LIAS per minute Max. number of audit operations that can be [TBD] executed per hour.
Page 220 of 245 ICO Proprietary and Confidential 948 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 9. CAPACITY REQUIREMENTS 9.1 DIMENSIONING DRIVERS 9.1.1. This section specifies the sizing of ICO elements. In the case where more than one unit may be provided (e.g. MSC/VLR, HLR), the sizing data relates to a single unit. The total number of units to be provided in the initial contract to ICO shall be defined in the SOW. 9.1.2. Individual elements of the ICONet Ground Facilities (IGF) will be dimensioned according to one, or more as appropriate, of the following dimensioning drivers: 1. traffic carrying capacity at an interface, defined in Erlangs, based on a starting point of 320 Erlangs on the A interface (SBS-TNM) and incremented in 100 Erlangs 2. call attempts, defined in numbers of call attempts per Busy Hour (an increment or a starting point is inappropriate to this measure) 3. number of subscribers, starting at 10,000 subscribers and incremented in 1,000 subscribers (note that where subscriber numbers are dynamic, such as in a VLR, the average number of simultaneous registered subscribers may also be less than 10,000) 4. other primary factors for specific items of equipment, for example, numbers of transactions per Busy Hour for the IN platform 9.1.3. The values stated in the Table under the heading 'Maximum Value' refer to the expansion capability of the equipment. 9.1.4. Individual elements shall be sized sufficiently to meet dimensioning drivers while meeting the appropriate performance requirements, such as the blocking budget, as defined in IGF Functional Requirements Document. 9.1.5. Management systems will be dimensioned to operate so as to support the management activity generated by the traffic load. 9.2. IGF ELEMENT SPECIFIC DETAILS 9.2.1. Table 9-1 describes the primary drivers and performance requirement (referenced to the IGF Functional Requirements TBD) for each element of the IGF. Page 221 of 245 ICO Proprietary and Confidential 949 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 TABLE 9-1 PRIMARY CAPACITY DRIVERS FOR THE IGF
IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ----------- -------------------------- --------------------- ------------- --------------------------- --------------- 1. RFT C-Band EIRP towards total 77 dBW per 6.53.1 satellite per RFT polarisation 2. RFT Number of Antennas per 5 NA 6.57.1.1 SAN 3. SBS Traffic on the A interface 320E 4,800 E Blocking Budget 0.7% (9.3.4.1.2 (to TNM) Table 9-4) 4. SBS Traffic on the Air 483 E (Assumption 1, 7,245 E Diversity traffic served by 2% (9.3.4.1.2 interface based on 320E, 7500 a single path. Table 9-4) BHLU, 6500 BHSMS) (Does not apply to signalling traffic) 5. SBS Busy Hour Call Attempts 7680 BHCA (Assumption 250,000 BHCA Signalling transaction [] 2, based on 320E) delay 6. SBS Busy Hour Location 7,500 (Assumption 6) 112,500 BHLU Location Update [] Updates transaction delay 7. TNM Traffic on the A interface 320E 4,800 E Blocking Budget for SBS 0.7% (to SBS) interface (Assumption (10)) 8. TNM Traffic on the A interface 320E 4,800 E Blocking Budget for 0.3% (to MSSC, PCM coded) MSSC interface, PCM coded (Assumption (10)) 9. TNM Traffic on the A interface 64E 960 E Blocking Budget for MSSC 0.3% (to MSSC, compressed) interface, compressed refers to MCD data (Assumption (10)) 10. TNM Semi-permanent traffic 4 calls (8 SANs) 22 calls Availability NA (DCN) 8 calls (4 SANs)
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PERFORMANCE PERFORMANCE IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PARAMETER REQUIREMENT - ----------- ------------------- ------------- ------------- ----------- ----------- 11. TNM Busy Hour Call Attempts. 8448 BHCA (Assumption 275,000 BHCA Signalling transaction 8.12 2, based on 352E) delay 12. MSSC/VLR Traffic on the A interface 320E 4800E Blocking budget. 0.3% (to TNM, PCM coded) (Assumption (11)) 13. MSSC/VLR Traffic on the A interface 8E 120E Blocking budget. 0.3% (to TNM compressed) (Assumption (11)) refers to fully occupied 64k channel i.e. 8xMCD voice calls 14. MSSC/VLR Traffic on the interfaces 320E 4,800E Blocking budget. 0.3% to POI (including echo (Assumption (11)) cancellation as required) 15. MSSC/VLR Traffic on the interfaces 64E (8 SANs) 4,800E Blocking budget. 0.3% to other SANs 96E (4 SANs) (Assumption (11)) 16. MSSC/VLR Traffic on the interface 16E 240E Blocking budget. [0.3%] MSSC/D-IWF (5% of, and included (Assumption (11)) in, the POI Traffic) 17. MSSC/VLR Traffic on the interface to 3.7E (per SAN- 240E Blocking budget. [0.1%] Voicemail Assumption 3) (Assumption (11)) 18. MSSC/VLR Facsimile traffic on the 0.4E per SAN 24E Blocking budget. [0.1%] interface to the (Assumption 12) (Assumption (11)) Voicemail (F/R) 19. MSSC/VLR Traffic on the interface to 8E (Assumption 4) 120E Blocking budget. [0.1%] Recorded Voice (Assumption (11)) Announcements. 20. MSSC/VLR Busy Hour Call Attempts. 8640 BHCA (Assumption 280,000 BHCA Signalling transaction 9.2.x 2, based on 360E) delay 21. MSSC/VLR Busy Hour Registered 128,000 300,000 % of registrations 9.2.x Subscribers successfully completed.
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PERFORMANCE PERFORMANCE IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PARAMETER REQUIREMENT - ----------- ------------------- ------------- ------------- ----------- ----------- 22. MSSC/VLR Busy Hour Location Updates 7,500 BHLU 26,400 Location Update [ ] (Assumption 6) transaction delay 23. MSSC/VLR C7 signalling link hardware 10 to 16 To be stated by NEC NA NA ports 24. MSSC/VLR Nos. of high speed (less 16 per MSSC To be stated by NEC NA [ ] than 9.6 kbps) channels 25. MSSC/VLR Busy Hour C7 signalling To be stated by NEC To be stated by NEC MTP transaction delay [ ] MTP transactions including STP functionality 26. RVA Source Traffic on interface 8E (Assumption 4) To be stated by NEC Blocking budget [1%] 27. RVA Source Busy Hour Call Attempts 2880 BHCA To be stated by NEC RVA access delay [ ] 28. D-IWFs Traffic on interfaces. 16E (5% of POI Traffic) To be stated by NEC Blocking budget. [1%] 29. D-IWFs Busy Hour Call Attempts 384 BHCA (Assumption To be stated by NEC Signalling transaction [ ] 2, based on 16E) delay 30. AuC Number of 50,000 To be stated by NEC NA NA subscribers/equipment stored. 31. AuC Busy Hour 6,000 (Assumption 12) To be stated by NEC Authentication delay [300 ms] Authentication Vector Requests. 32. EIR Number of IMEIs stored. 50,000 To be stated by NEC N/A [ ] 33. EIR Busy Hour IMEI checking 4500 (Assumption 6,7) To be stated by NEC IMEI checking attempt [150 ms] attempts. delay. 34. HLR Number of ICO 50,000 500,000 NA NA subscribers. 35. HLR Busy Hour Service To be stated by NEC To be stated by NEC Service provisioning [ ] Provisioning attempts delay.
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PERFORMANCE PERFORMANCE IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PARAMETER REQUIREMENT - ----------- ------------------- ------------- ------------- ----------- ----------- 36. HLR Busy Hour Network and 6,750 (Assumption 6) 67,500 Registration transaction [ ] VLR registrations delay 37. HLR Busy Hour Call Attempts 12,500 (Assumption 2, 9, 400,000 Signalling transaction [ ] (MT for ICO subscribers) based on 43E in 12 delay SANs) 38. HLR Busy Hour C7 signalling {?} To be stated by NEC To be stated by NEC MTP transaction delay [ ] MTP transactions including STP functionality 39. Voicemail Number of subscribers 56,000 (Assumption 3) To be stated by NEC NA NA 40. Voicemail Traffic on the interface to 15E (Assumption 3). To be stated by NEC Call completion rate [ ] co-located MSSC 41. Voicemail Busy Hour Call Attempts 360 BHCA (Assumption 3). To be stated by NEC Signalling transaction [ ] delay 42. Voicemail Hours of storage (voice 950 hours per Voice To be stated by NEC Probability and hours of [ ] and fax). Mail site. traffic lost per year. 43. Voicemail Facsimile traffic on the 1.6E (Assumption 12) To be stated by NEC Blocking budget [ ] interface to MSSC (F/R) (Assumption (11)). 44. SMSC Messages per busy hour 17,000 To be stated by NEC Message handling delay 8.3.1 45. HPN Peak arrival rate of HPN 3 per second 3 per second Message handling delay 8.7 escalations per second from the MSSC due to failed MT-SMS 46. HPN Peak arrival rate of HPN 6 per second 6 per second [ ] escalations per second from the MSSC due to failed MT call attempts
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PERFORMANCE PERFORMANCE IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PARAMETER REQUIREMENT - ----------- ------------------- ------------- ------------- ----------- ----------- 47. HPN Peak processing load 30 per second 30 per second [ ] HPN messages per second (representing a combination of satellite transmissions and inter- SAN routing of HPN messages) 48. PCS (HPN) Average satellite command {?} Command transmission [ ] transmission rate. delay 49. IS.41 IWF Number of ICO/IS.41 50,000 registered in To be stated by NEC NA NA subscribers capable of each direction roaming 50. IS.41 IWF Busy Hour Network and 3,750 (Assumption 6) To be stated by NEC Registration delay [ ] ICO VLR registrations 51. IS.41 IWF Busy Hour Call Attempts 4,100 (Assumption 2, 9, To be stated by NEC Signalling transaction [ ] (MT for ICO/IS.41 based on 14E in 12 delay subscribers) SANs) 52. PDC IWF Number of PDC/ICO 50,000 To be stated by NEC NA NA (OPTION) subscribers capable of roaming 53. PDC IWF Busy Hour Network and 1,900 (Assumption 64) To be stated by NEC Registration delay [ ] (OPTION) ICO VLR registrations 54. PDC IWF Busy Hour Call Attempts 750 (Assumption 2, 9, To be stated by NEC Signalling transaction [ ] (OPTION) (MT for ICO/PDC based on 2.5E in 12 delay subscribers SANs) 55. PDC IWF Traffic through IMSC. 77 Erlangs (Assumption 9) To be stated by NEC Blocking budget. 0.3% (OPTION) 56. PDC IWF Busy Hour Call Attempts 1,900 (Assumption 2, To be stated by NEC Signalling transaction [ ] (OPTION) through IMSC based on 77E) delay
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PERFORMANCE PERFORMANCE IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PARAMETER REQUIREMENT - ----------- ------------------- ------------- ------------- ----------- ----------- 57. IN Platform Number of IN subscribers 50,000 1M NA NA (F/R) 58. IN Platform Busy Hour IN transactions 14,000 BHINT 3.6M Transaction delay [ ] (F/R) (Assumption 8) 59. SRMC Number of satellites 12 24 NA NA 60. SRMC Number of SANs 12 24 NA NA 61. SRMC Number of spot beams 163 163 NA NA per satellite 62. SRMC Number of filters per 490 490 NA NA satellite 63. SRMC Satellite orbit period 6 hours 6 hours NA NA 64. SRMC Planning Ground Cell size 1 degree 1 degree [ ] 65. SRMC Payload command table 32,000 32,000 [ ] size 66. SRMC HPN tables 4 4 [ ] 67. SRMC Number of frequency co- 4 4 NA NA ordination regions 68. DCN Number of 64 kbps ports 4 ports for SANs Link network utilisation [ ] 8 ports for SANs factor. 69. LIAS Number of legal intercept 1500 5000 NA NA target subscribers provisioning 70. LIAS Number of warrant that To be stated by NEC To be stated by NEC NA NA can be set against a target subscriber
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PERFORMANCE PERFORMANCE IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PARAMETER REQUIREMENT - ----------- ------------------- ------------- ------------- ----------- ----------- 71. LIAS Number of input channels 30 540 NA NA (i.e. 64 kbps circuits) provisioned for the X3 interface between the MSSC and the LIAS 72. LIAS Number of output channels 24 240 NA NA (i.e. 64 kbps circuits) provisioned for the X3 interface between the MSSC and the LIAS 73. LIAS Number of destination 4 To be stated by NEC NA NA addresses to which a monitored call can be delivered simultaneously via switched connections. 74. LIAS Number of destination 0 To be stated by NEC NA NA addresses to which a monitored call can be delivered simultaneously via fixed (i.e. leased line) connections. 75. LIAS Number of fixed connections 0 30 NA NA (i.e. point to point 64 kbps EO links) to monitoring centres supported 76. LIAS Number of legal intercept 18,000 60,000 NA NA target subscribers provisioning
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IGF ELEMENT DIMENSIONING DRIVER INITIAL VALUE MAXIMUM VALUE PERFORMANCE PERFORMANCE PARAMETER REQUIREMENT - ------------------------------------------------------------------------------------------------------------------------ 77. LIMS Number of warrants that To be stated by NEC To be stated by NEC NA NA can be set against a target subscriber 78. MSSC/VLR Number of legal intercept 1,500 To be stated by NEC NA NA target subscribers provisioning
Page 229 of 245 ICO Proprietary and Confidential 957 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 9.2.2. ASSUMPTIONS/DERIVED DATA 1. Traffic on the Air Interface consists of A-interface traffic plus the traffic resulting from providing diversity paths to 40% of calls, plus the traffic resulting from registrations, location updates, IMSI attach and detach, and SMS. The registration and LU traffic is calculated based on 8 seconds of call holding time per LU. The SMS traffic is calculated based on 10 seconds per message. 2. BHCA calculation for units affected by MT and MO calls assumes the average call holding time across all calls (successful and unsuccessful) is 150s. 40% of calls are MT. Maximum BHCA values based on approx. 30 x times initial values (traffic growth = x10, capability for growth = x1.5, predicted decrease in avg. call duration resulting from unsuccessful call attempts = x2) 3. Voice mail traffic 1.15% of SBS A-interface total. Maximum size SAN assumes 5% voice mail. 4. RVA traffic 2.5% of SBS A-interface total. Average RVA duration 10s. 5. Year 2010 SMMO = 5m, SMMT = 200m, HPN = 110m. Initial value 10%, Busy Day = Year/265, Busy Hour = Busy Day/12. SMS message length average 30 characters. 6. Assumes 0.25 Location Updates / Registered UT / Busy Hour. Also assumes 90% of ICO-HLR customers registered, 15% of IS.41 roamers, and 15% of PDC roamers. Initial registration average 0.1 Reg / UT / Busy hour. VLR change average 0.05 Reg / UT / Busy hour. NOTE: MSC/VLR Location Updates per Busy Hour based on 30,000 active registered subscribers, to maintain consistency with BAFO 2a figures. 7. Assumes that IMEI is checked on initial registrations to HLR. 8. Assumes 25% of MO calls require IN 9. MT called number distribution: ICO HLR 33%; ICO-GSM ILR 30%; GSM anonymous 24%; ICO-PDC ILR 2%; ICO-IS.41 ILR 11%. 10. The TNM is non-blocking, thus the blocking budget for the TNM is associated with the number of ports provided. 11. The MSSC is non-blocking, thus the blocking budget for the MSSC is associated with the number of circuits provided. 12. Assumes authentication check performed on MO and MT calls only, with 5 sets of triplets returned from each request to the AuC. 13. Facsimile traffic into the voicemail system is assumed to be 10% of the voice traffic and is additional to the voice traffic. (F/R) 9.3. SIZING REQUIREMENTS 9.3.1. NETWORK MANAGEMENT SYSTEM 9.3.1.1. The Network management system shall provide the capability for growth to accommodate the equipment corresponding to the ICO 10-year traffic model. 9.3.2. SWITCHING EQUIPMENT 9.3.2.1. Dimensioning rules for a typical switch are shown in the table below: 9.3.2.2. TABLE 9-2 DIMENSIONING RULES FOR A TYPICAL SWITCH
TRAFFIC RATE 2.5 mErlangs ---------------------------------------------------------------------- Total traffic 320 Erlangs
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Max. subscribers 128,000 No. subscribers registered in the HLR 50,000 % total traffic to announcements 0.025 % % total traffic to voice mail 0.0115 % % MPTY calls exc. monitoring 1 % No. of subscribers to be monitored 10 Holding time 150 secs Data call holding time 240 secs Direction C for transit required? No Switch connects to SMS/HLR/VM? Yes % total traffic which is data 5 % BHCA/subscriber 0.06 Loss probability 0.003 T1 traffic 288 Erlangs T2 traffic 32 Erlangs T3 traffic 0 Erlangs T4 traffic 32 Erlangs ETC* to PSTN (No. of circuits) 356 ETC* to SBS (No. of circuits) 356 ETC* to TRANSIT (No. of circuits Dir. a) 47 ETC* to TRANSIT (No. of circuits Dir. b) 47 ETC* to TRANSIT (No. of circuits Dir. c) 0 ETC* to VOCODER (No. of circuits outgoing) 47 ETC* to VOCODER (No. of circuits incoming) 47 ETC* to VOICE MAIL (No. of circuits) 0 Number of ETC* to LIAS 2 Number of SS7 signalling terminals dedicated for signalling links to LIAS 2 Data/fax circuits 39 MPTY circuits 9 ASTDR circuits 17 ECPOOL3 circuits (echo cancellers) 340
* ETC = Exchange Terminal Circuit 9.3.3. HPN EQUIPMENT 9.3.3.1. TABLE 9-3 HPN EQUIPMENT
- ------------------------------------------------------------------------------------------------------------- 1 HPN - ------------------------------------------------------------------------------------------------------------- 1.1 Work Station (Server) - ------------------------------------------------------------------------------------------------------------- Sun Ultra 1/140 Server, 143 MHz, Sized to handle a peak arrival of 3 HPN escalations 32Mb RAM, 2.1 Gbyte Disk OR an per second from the MSSC due to failed MT-SMS Equivalent System (2 units) and a peak arrival of 6 HPN escalations per second - -------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------- active/warm standby from the MSSC due to failed MT call attempts. Two (2) SS#7 interfaces to the Sized to handle a peak processing load of 30 HPN MSSC from each workstation messages (representing a combination of satellite transmissions and inter-SAN routing of HPN no console (server models) messages) per second. - ------------------------------------------------------------------------------------------------------------- 1.2 Channel Unit - ------------------------------------------------------------------------------------------------------------- 4 (active) + 1 (in-line spare) HPN Message Transmit Channel Units 4 (active) + 1 (in-line spare) HPN PCS Transmit Channel Units 8 (active) + 2 (in-line spare) HPN Receive Channel Units note that full duplex (combined transmit + receive function) channel unit are being supplied - ------------------------------------------------------------------------------------------------------------- 1.3 Software - ------------------------------------------------------------------------------------------------------------- HPN Controller Software Hosted on the Sun Ultra Server SUN Solaris OS Software - ------------------------------------------------------------------------------------------------------------- 1.4 10 base T Ethernet Hub - ------------------------------------------------------------------------------------------------------------- Two 12 port 10baseT hubs - ------------------------------------------------------------------------------------------------------------- 1.5 IF distribution - ------------------------------------------------------------------------------------------------------------- IF distribution local to HPN rack - -------------------------------------------------------------------------------------------------------------
9.3.4. SBS EQUIPMENT 9.3.4.1. CAPACITY REQUIREMENTS SBS 9.3.4.1.1. GENERAL 9.3.4.1.1.1. This section covers the capacity requirements for the SBS, for both traffic and signalling. These requirements will be based on the traffic model specified in Table 9-5. 9.3.4.1.2. TRAFFIC CAPACITY SPECIFICATION 9.3.4.1.2.1. In the initial purchase, the SBS shall support a traffic capacity of 320 holding time Erlang at the SBS-TNM interface in each of the 12 SANs. The capacity of each SBS shall be possible to be increased in steps of 100 Erlang (holding time) up to a maximum of [4800 Erlang] in the largest SAN. 9.3.4.1.2.2. In order to meet the specified SBS-TNM interface capacity, sufficient Air-Interface capacity shall be provided based on the traffic model in Table 9-5. 9.3.4.1.3. BLOCKING PROBABILITY SPECIFICATION 9.3.4.1.3.1. The contribution to the end-to-end blocking probability attributable to the SBS will be determined by: 1. the availability of external satellite resources 2. the constraints imposed by these functional requirements and the underlying system design in the allocation of resources (e.g., z-arc design, maximum number of reuses, etc.) and Page 232 of 245 ICO Proprietary and Confidential 960 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 3. the constraints imposed by the IGF design in the allocation of resources. 9.3.4.1.3.2. The blocking probability of the SBS over and above any blocking due to external resources shall be as follows: 9.3.4.1.3.3. TABLE 9-4 BLOCKING PROBABILITY ALLOWANCE CONTRIBUTION ALLOWANCE NOTES ------------------------------- SBS (Erlang) Blocking probability <0.7% 1 Diversity Blocking with diversity <[2%] 2 allocated at the call start Diversity Blocking with diversity <[12%] 3 allocated after call start 9.3.4.1.3.4. Notes: 1. Blocking probability with respect to all offered calls 2. Percentage of calls with diversity allocated at call start in which only one path can be connected. 3. Percentage of calls with diversity after call start in which the diversity path cannot be connected without moving the first path. 4. The blocking percentages listed in Table 9-4 may need to be revised to take account of multiple radio resources being used for a call during mobile terminated call setup when the UT is moving from MP to NP coverage. 9.3.4.2. SBS CONTROL CHANNEL CAPACITY 9.3.4.2.1. RACH CAPACITY 9.3.4.2.1.1. In the initial purchase, the SBS shall provide adequate hardware to support one RACH channel per spot beam per satellite for 12 satellites each with 163 spot beams, uniformly distributed across SANs. 9.3.4.2.1.2. The design will not preclude provisioning of RACH modems as required for the maximum [4800 Erlang] SAN. 9.3.4.2.2. TRANSMIT COMMON CHANNEL CAPACITY 9.3.4.2.2.1. In the initial purchase the SBS shall provide adequate Transmit common control channel hardware corresponding to the number of RACH channels. These Transmit Common Control Channels may be applied to BCCH, PAGCH, AGCH, CBCH as required. 9.3.4.3. SBS TRAFFIC MODEL 9.3.4.3.1. TABLE 9-5 TRAFFIC MODEL Average call duration 150 seconds Average LU, IMSI attach, IMSI detach duration [4] seconds Channel type used for IMSI attach/detach and Location update SDCCH/2 Diversity provisioning at 100% loading 40% Diversity provisioning at 50% loading 100% of diversity eligible UTs
9.3.4.4. SBS ASSIGNMENT ALGORITHM PERFORMANCE SIMULATION MODEL 1. 3 Satellite, [17] delay classes per satellite Page 233 of 245 ICO Proprietary and Confidential 961 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version : 26 10 November 1997 2. Exponential distribution of traffic, randomised across sub cells. 3. Drive Frequency and Timeslot (f,t) planing relative to beam traffic load and 490 filters/satellite. 4. Generate traffic based on traffic distribution across sub-beams and Table 9-5. 5. Pass criteria: with assumed hardware meet the blocking probability defined in Table 9-4, for 320, ~1000, and 3200 Erlang. 9.3.5. TNM AND DCN EQUIPMENT 9.3.5.1. TABLE 9-6 TNM AND DCN EQUIPMENT ================================================================================ ITEM DESCRIPTION SIZING RULE ================================================================================ 1. TNM - -------------------------------------------------------------------------------- 1.1 RPC - -------------------------------------------------------------------------------- 1.1.1 Sparc 1000 with 2 processors, 512MB MM, 13 calls/sec full performance 5GB HD, Ethernet Interfaces, 8mm Tape 17 calls/sec peak Drive and CD ROM Drive (1 + 1 Redundancy) 9.3.5.2. Max. 2000 Erlangs per RPC - -------------------------------------------------------------------------------- 1.1.2 MMI with one 10Bt and one 100Bt Ethernet 1 per RPC ports - -------------------------------------------------------------------------------- 1.1.3 DCN (E1) Control 2 Per SAN TNM - -------------------------------------------------------------------------------- 1.1.4 RPN Ethernet Hubs (10BT) 2 per SAN for first 8RPN's. 2 per 8 RPNs thereafter. - -------------------------------------------------------------------------------- 1.1.5 Power Switchover 1 Per Rack - -------------------------------------------------------------------------------- 1.1.6 19" C&C Rack 1 Per RPC - -------------------------------------------------------------------------------- 1.2 TNM Software License 1 per TNM - -------------------------------------------------------------------------------- 1.3 Software Licences - -------------------------------------------------------------------------------- 1.3.1 Solaris Operating System with Media 1 per RPC for first 2 SANs - -------------------------------------------------------------------------------- 1.3.2 Solaris Operating System without Media 1 per RPC subsequent SANs - -------------------------------------------------------------------------------- 1.3.3 Solstice - Runtime 1 per SAN site (2 for ITC) - -------------------------------------------------------------------------------- ================================================================================ 2 RPN SUBSYSTEM - -------------------------------------------------------------------------------- 2.1 FOR SAN - -------------------------------------------------------------------------------- Required MUX/VOC channels - -------------------------------------------------------------------------------- Traffic Channels + - -------------------------------------------------------------------------------- Blocking + - -------------------------------------------------------------------------------- Inter-site Traffic Channels + - -------------------------------------------------------------------------------- Inefficiencies + - -------------------------------------------------------------------------------- Signalling Channels + - -------------------------------------------------------------------------------- DCN Channels - -------------------------------------------------------------------------------- Traffic Channels - -------------------------------------------------------------------------------- PSTN Traffic in Erlangs converted to Ch - -------------------------------------------------------------------------------- Page 234 of 245 ICO Proprietary and Confidential 962 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 (@ 0.3% blocking) Inter-site Traffic Channels SBS Terminated Traffic in Erlangs converted to Ch (Based on 10% of PSTN traffic) Plus quantity if required to maintain availability ratio. (0 in this case given 30% failure rate) Inefficiencies For channel manager handover, internal inefficiency is 1% per ChM. Signalling Channels Maximum of 1 per RPN (normally slot 31) No additional MUX/VOC channels required DCN Channels 2 ch (DSP) for each 64kbps of DCN*2(redund)
TOTAL VOC/MUX CHANNELS REQUIRED 2.1.1 Vocoder/Mux Card Max 8 channels per card 2.1.2 RPN Processor Max 60 channels & 2 calls/sec 2.1.3 19" 6RU Shelf 1 per RPN 2.1.4 Power Unit 2.1.4.1 RPN Power Supply 1 per RPN 2.1.4.2 Mux/Voc Power Unit 1 per rack 2.1.5 Fan Unit 1 per RPN 2.1.6 19" C&C Rack 1 per 300 channels (min 4 initially) E1's SIZING PSTN Traffic PSTN traffic channels/30+ (N+E+W+S traffic ch)/30*(packing factor-1)*2 Note: (packing factor-1)>=1 (min 2 each N,S,E,W direction for redund) SBS Traffic 2 Per ChM (each supports 160E) TOTAL E1's REQUIRED 2.2 FOR NMC #1 (DCN USE ONLY) REQUIRED MUX/VOC CHANNELS DCN CHANNELS For NMC (one link to each of 2 SANs) 2ch (DSP) for each 64 kbps of DCN Total Voc/Mux Ch (DSP) required
Page 235 of 245 ICO Proprietary and Confidential 963 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 2.2.1 Vocoder/Mux Card Max 8 channels per card 2.2.2 RPN/RPC Processor (Min 2) maximum of 2 Mbps each 2.2.3 19" 6RU Shelf 1 per RPN 2.2.4 Power Unit 2.2.4.1 RPN Power Supply 1 per RPN 2.2.4.2 Mux/VOC Power Unit 1 per Rack 2.2.5 Fan Unit 1 per shelf 2.2.6 19" C&C Rack 1 per NMC 2.3 FOR NMC #2 (DCN USE ONLY) REQUIRED MUX/VOC CHANNELS DCN CHANNELS For NMC (one link to each of 2 SANs) 2ch for each 64 kbps of DCN Total Voc/Mux Ch (DSP) required 2.3.1 Vocoder/Mux Card Max 8 channels per card 2.3.2 RPN/RPC Processor (Min 2) maximum of 2 Mbps each 2.3.3 19" 6RU Shelf 1 per RPN 2.3.4 Power Unit 2.3.4.1 RPN Power Supply 1 per RPN 2.3.4.2 Mux/VOC Power Unit 1 per Rack 2.3.5 Fan Unit 1 per 2 shelf 2.3.6 19" C&C Rack 1 per NMC 2.4 Installation Materials 1 per SAN
3 DIGITAL COMMUNICATION NETWORK 3.1 SAN - 2 PORT AT 8 SANs 3.1.1 Switching Hub/Router 3.1.1.1 Ethernet Switch 10Bt/100Bt 1 per backbone, i.e. 2 per SAN 3.1.1.2 X.25/TCP Brg 2 per SAN (MSSC OAM INTFC) 3.1.1.3 Hub 10Bt 2 per SAN for HPNC, MSSC OAM etc. 3.1.2 Compression 3.1.2.1 Compression 1 per A & B links in the E & W directions 3.1.3 Installation Materials 3.1.3.1 19" Rack 3.1.3.2 Cables 3.1.3.3 Hardware 3.2 SAN - 3 PORT AT 4 SANs 3.2.1 Switching Hub/Router
Page 236 of 245 ICO Proprietary and Confidential 964 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 3.2.1.1 Ethernet Switch 10Bt/100Bt 1 per backbone, i.e. 2 per SAN 3.2.1.2 X.25/TCP Brg 2 per SAN (MSSC OAM INTFC) 3.2.1.3 Hub 10Bt 2 per SAN for HPNC, MSSC OAM etc. 3.2.2 Compression 3.2.2.1 Compression 1 per A & B links in the E & W & N directions 3.2.3 Installation Materials 3.2.3.1 19" Rack 3.2.3.2 Cables 3.2.3.3 Hardware 3.3 NETWORK MANAGEMENT CENTRE (NMC) 3.3.1 Hub/Router 3.3.1.1 Hub 10Bt 1 per NMC Port 3.3.2 Compression 3.3.2.1 Compression 1 per A & B link for each NMC 3.3.3 Installation Materials 3.3.3.1 19" Rack 3.3.3.2 Cables 3.3.3.3 Hardware
9.4. NETWORK INTERFACE 9.4.1. A two port SAN shall provide a capacity, for connecting calls to the terrestrial networks, of 320 Erlangs to the PSTN via one route plus 64 Erlangs in two equal parts for inter-site traffic, excluding DCN and signalling which shall be provided appropriately. 9.4.2. A three port SAN shall have provide a capacity, for connecting calls to the terrestrial networks, of 320 Erlangs to the PSTN via one route plus 96 Erlangs in three equal parts for intersite traffic, excluding DCN and signalling which shall be provided appropriately. Page 237 of 245 ICO Proprietary and Confidential 965 EN-IG-ICO-RQ/000014 [ICO LOGO] ICONET Ground Facilities Requirements Version: 26 10 November 1997 10. SECTION NOT USED Page 238 of 245 ICO Proprietary and Confidential 966 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 11. REFERENCE CONFIGURATION FOR PERFORMANCE MEASUREMENT [FIGURE 11-1 TEST CONFIGURATION NO. 1 Diagram] FIGURE 11-1 TEST CONFIGURATION NO. 1 Page 239 of 245 ICO Proprietary and Confidential 967 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 [FIGURE 11-2 TEST CONFIGURATION NO.2 DIAGRAM] FIGURE 11-2 TEST CONFIGURATION NO. 2 Page 240 of 245 ICO Proprietary and Confidential 968 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 [FIGURE 11-3 TEST CONFIGURATION NO. 3 DIAGRAM] FIGURE 11-3 TEST CONFIGURATION NO. 3 Page 241 of 245 ICO Proprietary and Confidential 969 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO-RQ/000014 Version: 26 10 November 1997 [FIGURE 11-4 TRAFFIC BLOCK DIAGRAM] FIGURE 11-4 TRAFFIC BLOCK DIAGRAM - -------------------------------------------------------------------------------- Page 242 of 245 ICO Proprietary and Confidential 970 [ICO LOGO] ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 12. OTHER CONTRACT SERVICES 12.1 OPERATIONAL TEST & DEVELOPMENT FACILITY(OT&DF)(F/R) 12.1.1. GENERAL 12.1.1.1. The OT&DF shall be used for the training and testing facility for human resources, equipment, services and new developments. The OT&DF shall have the provision to connect into the live network and support other off-line analysis activities and exercises. In addition, the OT&DF shall be used to support particular investigations concerning the network and help with the continual planning and evolution of the network. 12.1.1.2. The OT&DF shall represent a multi-functional facility for the support of Operations and Engineering personnel. 12.1.1.3. In order to deliver these capabilities then the OT&DF shall support and/or provide the following capabilities/facilities: 1. TRAINING FACILITY: The Centre shall be the primary facility for both technical and operational training including vendor training (e.g. MSSC). To encompass this then the Centre shall be equipped with a scaled down version of the SAN equipment. Also, the Centre shall include test equipment and tools used by the operations staff in the management of the live network. 2. ENGINEERING AND TECHNICAL DEVELOPMENTS FACILITY: The centre shall provide the facilities which allow engineers to develop potential new services/features. 3. TEST AND VALIDATION FACILITY: The Centre shall be used to test new engineering plans before introduction. The centre shall have the capability for performing an array of tests for pre-service, in-service, remote, and local testing of hardware, software and services. In addition, the OT&DF shall be used to develop, test and prove the suitability of operations procedures which shall be adopted at the NMC and/or SAN sites. 4. OPERATIONAL TESTING: The centre shall allow for some live testing using spare capacity in the ICO space segment. 5. DEMONSTRATION FACILITIES: The OT&DF shall be equipped with demonstration capabilities for benefit of prospective customers, operators, and service providers. 6. TEST EQUIPMENT: The Centre shall have the capability to run off-line (via use of purpose built equipment and simulators) and on-line testing. The later shall require authorisation and access to an operational SAN. 12.1.1.4. The OT&DF is a miniature ICO network restricted to one SAN and with restricted capacity within that SAN. 12.1.1.5. The OT&DF shall comprise of the items listed below. For a more detailed list of items, see the equipment list of Annex 1 of the SOW. Note also that in case of conflict, Annex 1 of the SOW shall take precedence over the equipment list contained within this document. 12.1.1.6. Two complete RFT subsystems, including both C-band and S-band Equipment (excluding the axial ratio compensation subsystem and depending on location the radome, de-icing). 12.1.1.7. A set of the following hardware; 1. A minimum of 14 BCCH Signalling Channel Units 2. A minimum of 14 RACH Signalling Channel Units 3. A minimum quantity of TCH Communications Channel Units to allow for 40 Erlangs (including Diversity) of traffic. 4. A TNM with a capacity of 32 Erlangs Page 243 of 245 ICO PROPRIETARY AND CONFIDENTIAL 971 [ICO LOGO] ICONET GROUND FACILITIES REQUIREMENTS EN-IG-ICO-RQ/000014 VERSION: 26 10 NOVEMBER 1997 5. A minimum of 4 HPN Channel Units 6. A minimum set of channel managers capable of supporting the above channel units. Associated Channel Managers: A minimum set capable of supporting the above channel units. 7. A SAN OSS system responsible for the training SAN only. This OSS system shall be connected to the centralised ICO NMC. 8. Miscellaneous: ALC, AFC and all other subsystems required for normal operation of the SAN. 12.1.1.8. Fully operational software for the test SAN enabling it to function as a reduced capability (in terms of traffic only) SAN. The OT&DF shall only contain special software to the extent that is necessary to override its operations and protect the main ICO network from interference. 12.1.2 SAN NETWORK MANAGEMENT 12.1.2.1. A local network management subsystem (LNMS-including the NODE-OS, NMC NMS and SRMC) shall be installed at the OT&DF. 12.1.2.2. The LNMSC shall have the ability to be operated from the centralised ICO NMC site. A dedicated 64kbps link shall be used to link the two sites. This link shall be controlled by the TNM. 12.1.2.3. The OT&DF will have its programmable routers under the control of the main network NMS, which will allow for isolation or connection of the SAN portion to the main network. 12.1.2.4. When isolated, the technical centre SAN may be connected to the local NMC. 12.1.2.5. Connection of the local NMC to the technical centre SAN portion is under control of the main network NMS. 12.1.2.6. The RF equipment at the technical centre SAN shall normally be under control of SAN-OSS, however, an override control function will be provided. 12.1.2.7. This override control function will enable the SAN RFT to be activated when permission is granted from the NMC. It may be de-activated at any time autonomously by the technical centre SAN. 12.1.2.8. The local NMC shall at no time be capable of being connected to the main DCN. 12.1.2.9. The main NMC may request control of the technical centre from the Local NMC or may release control to the local NMC. 12.1.3. MSSC/VLR AND HLR/AuC 12.1.3.1. A minimum configuration of the following list of equipment: 1. MSSC/VLR 2. HLR/AuC 3. IN 4. CCS7 Links 5. Trunks 6. Conference Links 7. Echo Cancellers 12.1.3.2. The functions of these MSSC/VLR/HLR/AuC/IN shall be identical to that available for the same equipment in a SAN. 12.1.3.3. A simulator connection limited by the simulator's capabilities, shall be provided. Page 244 of 245 ICO PROPRIETARY AND CONFIDENTIAL 972 [ICO LOGO] ICONET Ground Facilities Requirements EN-IG-ICO RQ/000014 Version: 26 10 November 1997 12.1.3.4. A general purpose patch field will be provided to provide interconnection of various portions of the IF equipment and simulators. 12.1.3.5. Any additional equipment to provide for varying configurations, particularly, band switching satellites simulation conversions, is not provided in this contract. Page 245 of 245 ICO Proprietary and Confidential 973 CHANGE ORDER NO:2 ATTACHMENT 2 6. Schedule 14 - Statement Of Work 974 ICO GLOBAL COMMUNICATIONS 1 QUEEN CAROLINE STREET HAMMERSMITH LONDON W6 9BN UNITED KINGDOM [ICO LOGO] TEL: +44 181 600 1000 FAX: +44 181 600 1199 ICO SERVICES LIMITED REGISTERED IN ENGLAND: NO 3045294 REGISTERED OFFICE: 1 QUEEN CAROLINE ST. LONDON W6 9BN UK STATEMENT OF WORK COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT All information contained in this document is confidential and proprietary to ICO Global Communications or any other member of the ICO Global Communications Group and intended only for the addressee to whom this copy is addressed. The recipient shall neither copy, distribute, disclose or use the information contained in it for any purpose other than for which this document has been made available nor permit anyone else to do the same. The recipient shall be held fully liable for any wrongful disclosure or use of any of the information contained in this document by him, or his officers or employees or anyone else to whom he makes the information available. -------------------------------------------- Document No.: EN-IG-ICO-SW/000001 -------------------------------------------- Version: 3.1 -------------------------------------------- Date: 7th October, 1997 -------------------------------------------- ------------------------------------------------------------------------ Prepared ICO NEC ------------------------------------------------------------------------ Author: Title: VP-ICONET Title: Program MG ------------------------------------------------------------------------ Signature: Signature: /s/ [illegible] /s/ [illegible] ------------------------------------------------------------------------ 975 EN.IG-ICO-SW/000001 [ICO LOGO] STATEMENT OF WORK ISSUE: 3.1 7th October, 1997 AMENDMENT RECORD
- --------------------------------------------------------------------------------- REVISION DATE CN NO. REASON FOR CHANGE - --------------------------------------------------------------------------------- 1.0 14/2/97 NEC Contract Issue - --------------------------------------------------------------------------------- 2.0 17/2/97 To incorporate Final NEC comments - --------------------------------------------------------------------------------- 2.1 19/2/97 Changes to paragraph 9.3, LIMF para 4.11.5 added - --------------------------------------------------------------------------------- 2.2 26/2/97 Minor editorial changes - --------------------------------------------------------------------------------- 3.0 13/8/97 Changes to reflect 60/61/120 Days and PCS Options - --------------------------------------------------------------------------------- 3.1 29/9/97 Changes agreed by Coggin/Jenkins 24/9/97 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------
Confidential and Proprietary to ICO Global Communications Created: 13/8/97 976 EN.IG-ICO-SW/000001 [ICO LOGO] STATEMENT OF WORK ISSUE: 3.1 7th October, 1997 1. INTRODUCTION 1.1 This Statement of Work (SOW) defines the technical and management requirements for the design, construction, installation, integration and testing of the ICONET Ground Facilities (IGF). The SOW also defines the information, services and equipment to be provided by ICO. 1.2 The main Deliverables of this Supply Agreement are the ICONET Ground Facilities comprising twelve (12) SANs, NMC, and Back-up NMC, installed and tested within itself and integrated into the ICO System which can be enlarged and enhanced as set out in this Agreement. 1.3 The intention is to be able to demonstrate basic voice, low rate tax and data calls to UT's, via the satellite, and to the terrestrial network, from one standalone SAN, by the 1st March, 2000 provided that the other ICO System elements are available and functioning correctly. 1.4 It may be possible to demonstrate calls on additional standalone SANs, however there is no contractual commitment to this and it is subject to progress of the integration of the IGF being provided under the terms of the Supply Agreement. 1.5 If the number of standalone SANs made available for these call demonstrations is increased then the Handover Milestone may be delayed, and the Master Level Schedule, included in Annex 4, will be subject to review. 1.6 The warranty provisions relevant to this SOW are set out in clause 40 of the Terms and Conditions. Confidential and Proprietary to ICO Global Communications Created: 13/8/97 977 EN.IG-ICO-SW/000001 [ICO LOGO] STATEMENT OF WORK ISSUE: 3.1 7th October, 1997 2. STATEMENT OF WORK CONTENTS 2.1 The SOW comprises this main text plus Annexes listed below TABLE SOW-1 SUMMARY OF STATEMENT OF WORK ANNEXES
- ------------------------------------------------------------------------ ANNEX DOCUMENT DESCRIPTION OF TASK - ------------------------------------------------------------------------ 1 000002 Contractor's Deliverables - ------------------------------------------------------------------------ 2 000003 ICO Services and Equipment - ------------------------------------------------------------------------ 3 000004 Installation Site Conditions - ------------------------------------------------------------------------ 4 000005 Program Management & Implementation - ------------------------------------------------------------------------ 5 000006 Training - ------------------------------------------------------------------------ 6 000007 Documentation - ------------------------------------------------------------------------ 7 000008 Site Working Arrangements - ------------------------------------------------------------------------ 8A 000009 IGF Test Plan 8B 0000010 Call Demonstration Plan - ------------------------------------------------------------------------ 9 000011 ICONET Integration - ------------------------------------------------------------------------ 10 000012 IGF Acceptance Criteria - ------------------------------------------------------------------------ 11 000013 Air Interface Signaling Protocol Validation - ------------------------------------------------------------------------
Confidential and Proprietary to ICO Global Communications Created: 13/8/97 978 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 3. APPLICABLE DOCUMENTS Applicable documents of this SOW are listed in the ICONET Ground Facilities Requirements (IGFR) Section 1.3. 4. SCOPE OF WORK 4.1 The Works shall include the design, manufacture, factory testing, and delivery of the ICONET Ground Facilities (IGF) including installation, integration, and site testing in accordance with Annexes 7 and 8A. 4.2 The Works shall include an end-to-end call demonstration of basic voice, low rate fax and data services from a single standalone SAN, via the satellite and the terrestrial network, provided that the other ICO System elements, supplied by ICO, are available and functioning correctly in accordance with Annex 8B. 4.3 The Works shall also include, at ICO's selection, provision of engineering support and materials for the ICONET Integration of the IGF with ICO's space segment, terrestrial telecommunications networks and ICO User Terminals (UTs) in accordance with Annex 9. 4.4 The IGF will include: - SAN equipment for 12 SAN sites located in twelve (12) different countries - NMC and Back Up NMC equipment located in two (2) different countries - Interface provisions for interconnecting SANs and for connecting SANs to terrestrial networks Confidential and Proprietary to ICO Global Communications Created: 13/8/97 979 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 - Documentation 4.5 The IGF will implement all the requirements set out in the ICONET Ground Facilities Requirements Document ("IGFR") Version 26 except for those marked therein as "F/R" or "Option". Compliance of the IGF with the IGFR shall be demonstrated by the Contractor as described in Annexes 8A, and 8B. Confidential and Proprietary to ICO Global Communications Created: 13/8/97 980 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 4.6 HIGH LEVEL SYSTEM DESCRIPTION 4.6.1 The contractor shall prepare and maintain a High Level System Description (HLSD) for the IGF consistent with the IGFR. 4.6.2 The Contractor shall maintain an adequately staffed System Team to support the HLSD so that at all times the HLSD is internally consistent and complete. 4.6.3 The Contractor shall issue: The Draft Contents List of the HLSD for ICO review and approval, 2 weeks after the date of the Supply Agreement; The first draft of the HLSD 2 weeks prior to the Preliminary System Design Review. 4.6.4 The first version of the HLSD will be subject to review and approval by ICO and issued formally by the Contractor within one month after the Preliminary System Design Review (PDR-1) A second version of the HLSD will also be subject to review and approval by ICO and issued formally by the Contractor within one month after the Preliminary System Design Review (PDR-2) The final version of the HLSD will be subject to review and approval by ICO and issued formally by the Contractor within one month after completion of Level 2 Acceptance of the IGF. 4.6.5 The Contractor shall maintain the HLSD in line with the IGF Design, with a revised Version being issued within one month after any System Design Review. Confidential and Proprietary to ICO Global Communications 981 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 4.6.6 The HLSD shall contain the following: 1) A System Reference Model Description that defines the major sub-system functional groups of the IGFR, the functionality of each major sub-system and the interfaces between the sub-systems; 2) An IGFR System Analysis showing the processes and procedures of how the major IGF sub-systems interact between themselves to provide IGFR system functions and performance; including end user services and administrative and support services; 3) An End-to-End System Analysis showing how the IGF interacts with external elements (e.g. UT and satellite) and the resultant end-to-end capabilities, performance budgets and resource budgets. To enable this to be done, ICO will provide initial performance budgets and resource budgets, for external elements, to be used for this End to End System Analysis. The End to End System Analysis will be developed and finalised during the course of the Supply Agreement. 4.6.7 The Contractor shall maintain the HLSD in line with the IGF Design, with a revised Version being within one month after any System Level Design Review. 4.7 FUNCTIONAL DEFINITION DOCUMENTS 4.7.1 All documentation derived from any of the Applicable Documents, referenced in the IGFR, shall be under configuration control, and full traceability shall be provided. All new and updated documentation shall be provided to ICO. Confidential and Proprietary to ICO Global Communications 982 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 4.8 EXTERNAL INTERFACE CONTROL DOCUMENTS 4.8.1 ICO will control the evolution of all Interface Control Documents (ICDs) for external IGF interfaces including the Air Interface document. ICO will ensure that any modification made to an ICD has been co-ordinated with the Contractor and with the supplier(s) of the corresponding external systems before they are adopted into the relevant document. 4.8.2 The Contractor shall support ICO in developing the ICDs with which the IGF is concerned, and in particular the Air Interface. In so doing, the Contractor shall perform analyses and prepare draft material for the ICDs in a timely manner to the extent necessary to enable completion of the IGF in accordance with the programme schedule. 4.8.3 ICO will receive ICD Change Requests from the concerned parties. ICO will, for each ICD change proposed, perform an initial assessment of the change. For each ICD Change Request that passes the initial assessment, ICO will generate an ICD Change Proposal and distribute it to all concerned parties. The ICD Change Proposal will indicate the required response date. ICO will resolve responses to the changes proposed either through one-to-one meetings, joint meetings or through correspondence as considered necessary by ICO. 4.8.4 After an agreement has been reached regarding a ICD Change Proposal, a ICD Change Notice will be issued. The ICD Change Notice once approved and issued by ICO is a binding document which all concerned parties have to adhere to. 4.8.5 Whenever any proposed change of an ICD is considered by either party to affect the terms of this contract, the change shall be handled in accordance with Clause 9 of the Terms and Conditions. 4.9 REVIEWS Confidential and Proprietary to ICO Global Communications 983 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 4.9.1 The Contractor shall conduct Reviews at both system level and subsystem level and for progress, according to Annex 4. 4.9.2 The Contractor shall provide all necessary materials for Reviews, and will conduct the Reviews. ICO will be represented at all Reviews. 4.10 SYSTEM SIZING 4.10.1 The Contractor shall provide and install the Equipment listed in Annex 1. 4.10.2 The System sizing rules given in the IGFR section 9 shall apply. These shall be augmented, as appropriate, to account for multi-time slot services such as high speed data. 4.11 OVERALL SYSTEM SUPPORT AND INTERFACE CONTROL 4.11.1 The Contractor shall, to the extent necessary, support the overall development of the ICO System by participating in technical interface meetings relevant to the IGF and by working with UT vendors, terrestrial network operators, SAN operators, and the spacecraft vendor under ICO's guidance and direction. 4.11.2 In providing this support, the Contractor shall endeavor to ensure the integrity and satisfactory operation of the integrated ICO System, recognising that the requirements of the IGF are stated in the IGFR and that the Contractor is not responsible for implementation of other elements of the ICO System. 4.11.3 The schedule for the production of the ICDs will be as shown in the Master Level Schedule. Confidential and Proprietary to ICO Global Communications 984 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 4.11.4 The Contractor shall support ICO in examining ways of optimising the use of terrestrial network resources used in the ICO System, including maximising the extension of ICO Air Interface voice coding through ICO System to the point of interconnect with external networks, to jointly maximise service quality and resource efficiency. 5 CONTRACTOR'S DELIVERABLES 5.1 Annex 1 provides a detailed breakdown of the Equipment and services to be provided by the Contractor. 5.2 Any revision to the quantities or services shall be subject to the formal Contract Change procedures set out in Clause 9 of the Terms and Conditions. 5.3 The Contractor shall be responsible for the packaging, transportation and delivery of the Deliverables in accordance with clauses 27 and 31 of the Terms and Conditions. 6. INFORMATION, SERVICES & EQUIPMENT 6.1 Annex 2 provides a detailed breakdown of the information, services and equipment to be provided by ICO except for installation site conditions which are included in Annex 3. 6.2 Annex 2 also identifies the milestone dates that such information, services and equipment are to be made available to the Contractor. 7. INSTALLATION SITE CONDITIONS 7.1 Annex 3 identifies the installation site conditions, including services and equipment to be provided by ICO. Confidential and Proprietary to ICO Global Communications 985 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 7.2 Access to each Site shall be made available for the specific purpose of allowing the Contractor to inspect the Site conditions, and buildings and verify the installation design before the formal Ready for Access date. 8. PROGRAM MANAGEMENT AND IMPLEMENTATION 8.1 Annex 4 identifies the Contractor's obligations for Program Management tasks including Quality Assurance and the Master Level Schedule, which the Contractor shall follow and work to. 8.2 The Contractor shall establish and implement a Program Management Organisation and system that ensures effective management of the Supply Agreement. 8.3 The Contractor shall establish an Office which shall be the prime interface with ICO and responsible for ensuring that the programme is executed on time to the requirements of the Supply Agreement and that all Deliverables to ICO are to the required technical and quality standard. 8.4 The Contractor shall implement a Documentation Control Procedure including configuration control for all documentation of this Agreement. 8.5 Full traceability shall be provided for all documentation derived from any of the Applicable Documents, referenced in the IGFR. All new and updated documentation shall be provided to ICO. 9. TRAINING 9.1 Annex 5 sets out the scope of the training courses that the Contractor shall provide. Confidential and Proprietary to ICO Global Communications 986 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH October, 1997 9.2 The training shall be conducted in the English Language. 9.3 ICO and the Contractor shall work closely together to develop a training program that does not impact on the Master Level Schedule and which ensures availability of trained ICO staff at the time when O & M services are required. Any Changes in the training syllabus, numbers of staff to be trained and training locations shall be subject to the formal Contract Change Control procedures set out in clause 9 of the Terms and Conditions. 10. DOCUMENTATION 10.1 Annex 6 sets out all the Documentation to be provided, under the terms of the Supply Agreement. 10.2 Annex 6 identifies the number of copies of documentation to be provided to ICO who shall be responsible for distribution of documentation to the individual SAN Operators. 10.3 The documents shall be written in the English Language. Confidential and Proprietary to ICO Global Communications 987 [ICO LOGO] STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH October, 1997 11. SITE WORKING ARRANGEMENT 11.1 Annex 7 sets out the scope of the Site Working Arrangements and the safe working practices, which the Contractor shall follow. 12. IGF TEST PLAN 12.1 Annex 8A sets out the Tests which the Contractor shall execute in order to demonstrate and verify the functionality of the IGF. 13. END-TO-END CALL DEMONSTRATION 13.1 Annex 8B sets out the End-to-End call Demonstrations for the IGF through which the Contractor shall demonstrate the functionality of the IGF equipment with satellite(s), User Terminals and the connection to the terrestrial network. 14. ICONET INTEGRATION 14.1 Annex 9 sets out the ICONET Integration campaigns, maximum available resources and the mechanism for determining the final scope of the Contractor's obligation for providing ICONET Integration work, to be selected by ICO, integrating the IGF with the other elements of the ICO System. 15. IGF ACCEPTANCE CRITERIA 15.1 Annex 10 identifies the criteria to be used for the Acceptance of the IGF. 16. AIR INTERFACE SIGNALLING PROTOCOL VALIDATION 16.1 The Contractor shall perform the scope of work set out in Annex 11 for the provision of Air Interface Signalling Protocol Validation. Confidential and Proprietary to ICO Global Communications 988 ICO STATEMENT OF WORK EN.IG-ICO-SW/000001 ISSUE: 3.1 7TH OCTOBER, 1997 17. IGF SYSTEM SUPPORT The following shall be made upon the request of ICO, as set out in the Agreement. 17.1 Options identified in Annex 1 of this Statement of Work. 17.2 Delivery of Equipment, Software and Services to increase the system capacity to meet demand as specifically ordered by ICO under the terms of the Agreement. Confidential and Proprietary to ICO Global Communications 989 CHANGE ORDER NO:2 ATTACHMENT 3 AMENDED ANNEXES ANNEX 1 (STATEMENT OF WORK) - CONTRACTOR'S DELIVERABLES 990 [ICO LETTERHEAD] ANNEX 1: CONTRACTOR'S DELIVERABLES COMMERCIALLY SENSITIVE REPRODUCTION PROHIBITED CONFIDENTIALITY STATEMENT ALL INFORMATION CONTAINED IN THIS DOCUMENT IS CONFIDENTIAL AND PROPRIETY TO ICO GLOBAL COMMUNICATIONS OR ANY OTHER MEMBER OF THE ICO GLOBAL COMMUNICATIONS GROUP AND INTENDED ONLY FOR THE ADDRESSEE TO WHOM THIS COPY IS ADDRESSED. THE RECIPIENT SHALL NEITHER COPY, DISTRIBUTE, DISCLOSE OR USE THE INFORMATION CONTAINED IN IT FOR ANY PURPOSE OTHER THAN FOR WHICH THIS DOCUMENT HAS BEEN MADE AVAILABLE NOR PERMIT ANYONE ELSE TO DO THE SAME. THE RECIPIENT SHALL BE HELD FULLY LIABLE FOR ANY WRONGFUL DISCLOSURE OR USE OF ANY OF THE INFORMATION CONTAINED IN THIS DOCUMENT BY HIM, OR HIS OFFICERS OR EMPLOYEES OR ANYONE ELSE TO WHOM HE MAKES THE INFORMATION AVAILABLE. DOCUMENT NO.: EN-IG-ICO-SW/000002 VERSION: 3.3 DATE: 7 October 1997 PREPARED ICO NEC AUTHOR: TITLE: VP-ICONET TITLE: Program Manager SIGNATURE: *** SIGNATURE: *** 991 EN-IG-ICO-SW/000002 [ICO LOGO] Annex 1 Contractor's Deliverables Issue 3.3 20 October 1997 AMENDMENT RECORD REVISION DATE CN NO. REASON FOR CHANGE - -------- ---- ------ ----------------- 1.0 14/2/97 NEC Contract Issue 2.0 17/2/97 To incorporate final NEC comments 2.1 18/2/97 To incorporate revision to para 9.3 and delete para 9.4 plus renumbering from para 9.3 onwards -- change to new 9.4 2.2 18/2/97 Add specific IGFR references to options 3.0 26/2/97 Addition of warranty services. 3.1 26/2/97 Minor edits. All agreed. 3.2 13/08/97 Changes to cover 60/61 & 120 Days Options and PCS/HPN option. 3.3 7/10/97 Changes agreed Coggin/Jenkins 24/09/97. Plus editorial edits as per Woodhouse email of re: SA0424 2 Proprietary & Confidential to ICO Global Communications 992 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 TABLE OF CONTENTS 1. GENERAL 4 2. DELIVERABLE DOCUMENTATION 4 3. MAJOR SUBSYSTEMS OF THE IGF 4 4. OPTIONS 6 5. OPTIONAL SUPPORT SERVICES AND EXTENDED WARRANTY 7 6. PERFORMANCE AND CAPACITY REQUIREMENTS OF DELIVERABLE EQUIPMENT 11 7. DELIVERABLE FUNCTIONS AND FEATURES 12 8. DELIVERABLE EQUIPMENT 12 9. DELIVERABLE SERVICES 15 10. SITE INSTALLATION DELIVERABLES 15 11. SYSTEM CONFIGURATION INFORMATION 16
3 Proprietary & Confidential to ICO Global Communications 993 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 1. GENERAL This Annex describes the Deliverables that the Contractor will deliver to ICO. The structure of this Annex is as follows: 1.1 Section 2 describes the deliverable documentation 1.2 Section 3 describes the deliverable major sub systems of the IGF 1.3 Section 4 describes the options that ICO may exercise after execution of this Agreement 1.4 Section 5 describes the optional support and warranty services 1.5 Section 6 describes the performance and capacity requirements of the Deliverables 1.6 Section 7 describes the deliverable Functions and Features 1.7 Section 8 describes the detailed equipment list 1.8 Section 9 describes the Services that shall be delivered 1.9 Section 10 describes information to be provided by the Contractor regarding the Site installation conditions 1.10 Section 11 describes the IGF configuration data to be provided by the Contractor. 2. DELIVERABLE DOCUMENTATION The Contractor will deliver all documentation set out in Annex 6. 3. MAJOR SUBSYSTEMS OF THE IGF The Contractor's deliverables shall together provide the functionality required by the IGFR and shall include but not be limited to the following major subsystems: 3.1 Twelve (12) SANs each comprising: i. An RFT (Radio Frequency Terminal) sub-system of 5 RFTs (a total of 60 RFTs). - including early delivery of 2 RFTs at 6 SAN Sites (a total of 12 RFTs) for the purposes of TT&C ii. SBS sub-system including its associated: - DC UPS - Local SRMS 4 Proprietary & Confidential to ICO Global Communications 994 EN-IG-ICO-SW/000002 [ICO LOGO] Annex 1 Contractor's Deliverables Issue 3.3 20 October 1997 - clock, reception and distribution sub-system - IF Distribution subsystem iii. TNM sub-system iv. MSSC/VLR sub-system and its associated DC UPS v. HPN sub-system vi. SAN Management System: - TMOS WS - SAN OSS including SRMC functions vii. DCN sub-system viii. Intra SAN sub system connection cabling and Intermediate Distribution Frame ix. Interconnection cabling to the ICO provided DDF for telecommunications networks as defined in the IGFR. x. Legal Interception Activation sub-system (LIAS) 3.2 One AuC/EIR and its associated DC UPS 3.3 One HLR and its associated DC UPS 3.4 One integrated messaging sub-system. 3.5 One IS.41-to-ICO IWF 3.6 One ICO-to-IS.41 IWF 3.7 One Network Management Centre comprising: i. Link-OS (integrating all SAN-OSS) ii. Node-OS/TMOS (management of switching and mobility management elements in the IGF) iii. SRMC sub-system iv. DCN sub-system 5 Proprietary & Confidential to ICO Global Communications 995 EN-IG-ICO-SW/000002 [ICO LOGO] Annex 1 Contractor's Deliverables Issue 3.3 20 October 1997 3.8 One Back-up Network Management Centre comprising: i. Link-OS (integrating all SAN-OSS) ii. Node-OS/TMOS (management of switching and mobility management elements in the IGF) iii. SRMC sub-system iv. DCN sub-system v. Legal Interception Management Subsystem 3.9 SBS Test Fixtures/Test Equipment (to be installed at HNS India until ICO decides to move the equipment elsewhere) 3.10 System Integration support facility (to be installed at NEC/A and HNS USA. The remaining SBS equipment will stay at the NEC/A and HNS until ICO decides to move the equipment elsewhere.) 3.11 Set of Spares as specified in Table 2, Section 7 of this Annex. 3.12 Special purpose test equipment as defined in Annex 2 and Annex 9 of the SOW 4. OPTIONS The following item is deliverable at ICO's option provided that the option is exercised within 180 days of the date of this Supply Agreement: 4.1 Salt defence and dust protection for the RFT Shelter at the UAE SAN Site The following items are separately deliverable at ICO's option provided that the option for each is exercised within 366 days of the date of this Supply Agreement: 4.2 One PCD-to ICO IWF including IMSC 4.3. One ICO-to-PDC IWF 4.4 One GSM-to-ICO ILR 4.5 Software release 'R2' for the IS-41 IWF (see IUKC 163). 6 Proprietary & Confidential to ICO Global Communications 996 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 5. OPTIONAL SUPPORT SERVICES AND EXTENDED WARRANTY 5.1 ADDITIONAL SUPPORT SERVICES DURING THE WARRANTY PERIOD 5.1.1.1 Upon election by ICO not later than 6 months before the scheduled commencement of the warranty period specified in Clause 40 of the Agreement, the Contractor will provide SBS Deluxe Support Services as described in Section 5.3. 5.1.1.2 Upon election by ICO not later than 6 months before the scheduled commencement of the warranty prior specified in clause 40 of the Agreement, the Contractor will provide MSSC Deluxe Support as described in Section 5.4. 5.1.1.3 Upon election by ICO not later than 6 months before scheduled commencement of the warranty prior specified in clause 40 of the Agreement, the Contractor will provide HPN Deluxe Support as described in Section 5.6. 5.2 ADDITIONAL SUPPORT SERVICES DURING THE POST WARRANTY PERIOD. 5.2.1 EXTENDED BASIC WARRANTY 5.2.1.1 After completion of the Warranty Period specified in clause 40 of the Agreement, the warranty condition of clause 40 of the Agreement may be extended on an annual basis, for any or all of the RFT, SBS, MSSC, LIAS, LIMS, IWF, messaging HLR, AuC/EIR, HPN, TNM or NMC/SAN OSS sub-systems. 5.2.1.2 ICO may elect to receive extended basic warranty services upon written notice to the Contractor-not later than 3 months prior to the completion of the warranty period specified in clause 40 of the Agreement, or in any subsequent period of extended basic warranty services. 5.2.1.3 The ICO election(s) to receive basic warranty services shall be continuous, without break in the periods of election. 5.2.2 EXTENDED SBS DELUXE SUPPORT SERVICES 5.2.2.1 Provided ICO has elected to receive SBS Deluxe Support Service in accordance with Paragraph 5.1.1.1. above, ICO may elect to continue to receive SBS Deluxe Services upon written notice to the Contractor or the provider of the Deluxe Support Services, gives not later than 3 months prior to the completion of the initial service period, or any subsequent renewals thereof. Such SBS Deluxe Support Service shall be provided in 2 year periods of service. The ICO election(s) to receive SBS Deluxe Support Services shall be continuous without interruptions in the periods of election. 5.2.2.2 The SBS Deluxe Support Services to be provided are as described in Section 5.3. 5.2.3. EXTENDED MSSC DELUXE SUPPORT SERVICES 5.2.3.1 Provided that ICO has elected to receive MSSC Deluxe Support Services in accordance with Paragraph 5.1.1.2. above, ICO may elect to continue to receive MSSC Deluxe Support Services upon written notice to the Contractor, or the provider of the MSSC Deluxe Support Services, not later than 3 7 Proprietary & Confidential to ICO Global Communications 997 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 months prior to the completion of the initial or any subsequent renewal(s) of the MSSC Deluxe Support Services. The MSSC Deluxe Support Services shall be provided in periods of 1 year. 5.2.3.2 The ICO election(s) to receive MSSC Deluxe Support Services shall be continuous, without interruptions in the periods of election. 5.2.3.3 The MSSC Deluxe Support Services to be provided are as described in Section 5.5. 5.2.4 EXTENDED HPN DELUXE SUPPORT SERVICES 5.2.4.1 Provided that ICO has elected to receive HPN Deluxe Support Services in accordance with Paragraph 5.1.1.3. above, ICO may elect to continue to receive HPN Deluxe Support Services upon written notice to the Contractor, or the provider of the HPN Deluxe Support Services, not later than 3 months prior to the completion of the initial or any subsequent renewal(s) of the HPN Deluxe Support Services. The HPN Deluxe Support Services shall be provided in periods of 1 year. 5.2.4.2 The ICO election(s) to receive HPN Deluxe Support Services shall be continuous, without interruptions in the periods of election. 5.2.4.3 The HPN Deluxe Support Services to be provided are as described in Section 5.6. 5.3 SBS DELUXE SUPPORT SERVICES 5.3.1.1 The DELUXE Support for SBS provides a full period Customer Assistance Centre (CAC) on 24 hours per day, 7 days a week for all SAN locations. Additionally, manufacturer will maintain a team of experts dedicated to ICO for trouble shooting and support services of all SBS manufacturer supplied equipment. Under the DELUXE support maintenance agreement, SBS manufacturer technical staff at the manufacturer's engineering centre, dispatched to ICO locations as required or temporarily place at selected locations will maintain capability of the SBS manufacturer supplied equipment, including: i. fault isolation and service restoration, in co-operation with the ICO technical staff. ii. problem investigation and problem resolution in co-operation with the SBS manufacturer support team at the manufacturer's engineering centre iii. creation and reporting on trouble ticket system for SBS equipment iv. system engineering for planning system extensions, and traffic sizing. 5.3.1.2. If ICO elects to exercise this option, the parties will agree a definitive scope of work consistent with the basis set out above which may include resident SBS support staff at ICO selected locations. 8 Proprietary & Confidential to ICO Global Communications 998 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 5.4 MSSC DELUXE SUPPORT SERVICES 5.4.1 INTRODUCTION 5.4.1.1 The contractor shall provide MSSC Deluxe Support Services which comprises Systems Services the content of which includes: i. System Maintenance ii. Spares Replenishment. 5.4.2 SYSTEM MAINTENANCE 5.4.2.1 System Maintenance comprises the following services. 5.4.2.2 Emergency Services The Contractor shall at any time in an Emergency situation, when requested by ICO, provide ICO with the Emergency Services consisting of telephone support and on-site support. 5.4.2.3 Trouble Report Handling Services/Trouble Report Guideline The Contractor shall provide ICO with Trouble Report Handling Services relating to MSSC. 5.4.2.4 Software Update Service Any part of the Software found to cause a measurable deviation from the Software functionality, and which is not of an Emergency character shall be corrected by supplying Software Updates to ICO in accordance with the schedule supplied by the Contractor in its Trouble Report Answer. New or updated documentation on Software Updates will be furnished to ICO free of charge. 5.4.2.5 Implement and/or install, free of charge, the corrected Software, supplied in accordance with the Software Update Services, on one SAN Site. ICO shall perform and be responsible for the implementation and/or installation on the rest of the SAN or NMC Sites. 5.4.2.6 Consultation services During Normal Working Hours perform Consultation Services, mainly consisting of answers and recommendations due to general System operation and maintenance routine inquiries identified by ICO's support personnel. 5.4.3 SPARES REPLENISHMENT 5.4.3.1 Replenishment of Spares acquired with the initial or subsequent MSSC equipment procurement. 5.4.4 EXCLUDED HARDWARE AND SOFTWARE 5.4.4.1 The System Services do not cover Hardware or Software which is damaged due to ICO's or any third parties misuse or mishandling, packing, repairs or attempted modifications. 9 Proprietary & Confidential to ICO Global Communications 999 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 5.4.4.2 The System Services shall not apply to any failure caused by modification of the Hardware or Software without the Contractor's written approval and failures caused by interworking equipment not supplied under the Agreement. 5.4.4.3 Consumable parts such as lamps, fuses, batteries, are excluded from the System Services. 5.4.5 SCOPE OF THE MSSC SUPPORT SERVICES 5.4.5.1 The MSSC Support Services cover the following: i. 12 MSSC ii. 1 HLR iii. 1 AuC/EIR iv. 2 OSS v. 1 combined messaging and SMSC platform. vi. 1 ICO-to-IS41 IWF and 1 IS41-to-ICO ILR vii. 12Legal Interception Activation System (LIAS) and one Legal Interception Management Sub-system. 5.5 MSSC DELUXE SUPPORT SERVICES II 5.5.1.1 The services described in Section 5.4 shall be included in MSSC DELUXE SUPPORT SERVICES II, in addition to the Repair and Replacement Service described in Paragraph 5.5.1.2. 5.5.1.2 Repair and Replacement Services Repair or replace any Hardware found by ICO to be faulty by reason of defective material, design or workmanship which results in the Hardware not conforming to and functioning and operating in accordance with the criteria and specification set forth in the Agreement. New or update Documentation or Hardware due to repair or modifications will be furnished to ICO free of additional charge. 5.6 HPN DELUXE SUPPORT SERVICES 5.6.1.1 HPN Deluxe Support Service provides one year depot maintenance for the HPN hardware and software. Depot maintenance support does not include travel which if required will be charged in addition. 5.6.1.2 The HPN Support Service cover the following: i. 12 HPN ii. 12 HPN PCS 10 Proprietary & Confidential to ICO Global Communications 1000 EN-IG-ICO-SW/000002 [ICO LOGO] Annex 1 Contractor's Deliverables Issue 3.3 20 October 1997 6. PERFORMANCE AND CAPACITY REQUIREMENTS OF DELIVERABLE EQUIPMENT The equipment delivered by the Contractor, including its major subsystems and including all other associated equipment and facilities including software necessary for its correct operation, shall when integrated to form the IGF, satisfy the IGFR and shall satisfy the system capacity requirements set forth in Table 1 of this Section of this Annex. TABLE 1-PERFORMANCE AND CAPACITY REQUIREMENTS NOTES TO TABLE 1 6.1.1.1 Note 1. Traffic at the X3 interface from the MSSC to the LIAS is derived based as follows. % of MSSC/VLR BHCA (including MO and MT calls) that triggers interception = 5% Outgoing BHCA from the MSSC/VLR to the LIAS = 0.005 * 8,640 = 432 As only 5% of the MSSC traffic is data/fax calls, therefore assume all intercept traffic is speech call. Average holding time of an intercept call = 150 seconds Outgoing intercept traffic from the MSSC to the interconnected LIAS = (432* 150)/3,600 = 18 Erls With 30 64 k/bit/s circuits provisioned for carrying intercept calls from the MSSC to the LIAS, and applying Erlang B formula, the blocking probability for failing to allocate an outgoing 64 kbit/s circuit to deliver an intercept call from the MSSC to the LIAS = Erlang B (18,30) = 0.3%. 6.1.1.2 Note 2 Assuming 10% of the intercept calls arriving at the LIASS need to be delivered to two monitoring centres and all intercept traffic arriving at the LIAS is successfully switched via the MSSCs to the destination addresses, the outgoing intercept on the X3 interface to the MSSC = 18* 1.1 = 20 Erls. Given that there are 24 64 kbit/s circuits provisioned for the outgoing intercept traffic from the LIAS to the MSSC, the blocking probability for failing to allocate an outgoing 64 kbit/s circuit =ErlangB (20,24)=6.6%. 11 Proprietary & Confidential to ICO Global Communications 1001 EN-IG-ICO-SW/000002 [ICO LOGO] Annex 1 Contractor's Deliverables Issue 3.3 20 October 1997 7. DELIVERABLE FUNCTIONS AND FEATURES The Contractor shall deliver the IGF with all of the associated equipment and facilities including necessary software so that the functions and features as described in the IGFR will operate as specified. The schedule for delivery, installation, commissioning, integration and testing of the equipment and its integration into the total IGF is set forth in Annex 4 of this SOW. Functions and features marked F/R and Options in the IGFR shall be excluded from delivery within the timetable laid out in Annex 4 of this SOW. 8. DELIVERABLE EQUIPMENT 8.1 DELIVERABLE EQUIPMENT 8.1.1.1 The deliverable equipment is set out in Table 2 of this Annex. TABLE 2 - DELIVERABLE EQUIPMENT 12 Proprietary & Confidential to ICO Global Communications 1002 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 8.2 NOTES TO AX & B ITEMS 8.2.1.1 General Comments: 1) Any O&M functions for selected items are NOT INCLUDED. 8.2.1.2 NOTE 1: "SAN TO SAN HANDOVER. Refer to Section 6.12 in the IGFR. The hardware required to implement and test SAN-SAN handovers, is test equipment. This includes the purchase of specific test instrument protocol suites to test the added functions. 8.2.1.3 NOTE 2: "LANGUAGE CHARACTER SETS" Refer to Section 4.4.3 in the IGFR. 8.2.1.4 NOTE 3: "GEOGRAPHIC LOCATION" Refer to Section 6.19.5 in the IGFR. 8.2.1.5 NOTE 4: "MULTIPLE LANGUAGE ANNOUNCEMENT" Refer to Section 4.4.3 in the IGFR. The 2 recorded announcement machines mentioned in the following note are included in the equipment list for the MSSC (AST-DR, Equipment item 1.2.3.2) 8.2.1.6 The following technique is proposed as a way to support a language indicator per subscriber. i. The indicator shall be stored as part of the subscriber profile within the HLR. This involves support in the operation and maintenance interface for entering the language preference, changing it, and printing it back out again. This data is reload marked as is the rest of the subscriber profile. Number range and mapping to national strings (e.g. 1=U.S.A.) should be defined. Administrative functions outside the HLR (e.g. SOG) are also influenced in a minor way. ii. The indicator shall be downloaded to VLR along with the rest of the subscriber data. iii. Transportation is via the extension area in MAP. The impact here is on the MAP handling blocks on the HLR end and on the VLR end (two blocks). The data storage block in VLR is impacted to store the new value. iv. The support for character sets (e.g. for SMS) is limited to that offered in current GSM systems. As other operators are already requiring additional alphabets and characters, this is unlikely to remain a problem in future. 8.2.1.7 NOTE 5: "EMERGENCY CALL" Refer to Section 4.1.1.2. The hardware required to implement and test Emergency Call expansion, is test equipment. This include the purchase of specific test instrument protocol suites to test the added functions. 8.2.1.8 NOTE 6: "FAX GROUP 3 OVER 9.6KBIT/S" Refer to Section 4.1.3.2 in the IGFR. Channel base quotation in the MSSC is needed and provided in Item 16. The hardware quoted in this item means test equipment for implementing and testing FAX 13 Proprietary & Confidential to ICO Global Communications 1003 EN-IG-ICO-SW/000002 [ICO LOGO] Annex 1 Contractor's Deliverables Issue 3.3 10 November 1997 over 9600bit/s functionality. This include the purchase of specific test instrument protocol suites to test the added functions. 8.2.1.9. NOTE 7: "SPEECH FOLLOWED BY/ALTERNATIVE WITH DATA" Refer to Section 4.2.3 in the IGFR. The hardware required to implement and test Alternate speech/data, is test equipment. This include the purchase of specific test instrument protocol suites to test the added functions. 8.2.1.10 NOTE 8: "CIRCUIT MODE DATA (9.6 Kbps - 38.4 Kbps) Refer to Section 4.2.2 in the IGFR. Channel base quotation in the MSSC is needed and provided in Item 16. The hardware required to implement and test DATA over 9600bit/s, is test equipment. This include the purchase of specific test instrument protocol suites to test the added functions. 8.2.1.11 NOTE 9: "HPN PRIVACY USING ENCRYPTION" Refer to Section 4.4.1.2 in the IGFR. 8.2.1.12 NOTE 10: "ALTERNATIVE SATELLITE CONSTELLATION" This item is not bided. Refer to Section 6.23 in the IGFR. 8.2.1.13 NOTE 11: "NETWORK ACCESS AVAILABILITY" Refer to Section 6.8 in the IGFR. The hardware required to implement and test multi SAN paging, is test equipment. This includes the purchase of specific test instrument protocol suites to test the added functions. 8.2.1.14 NOTE 12: "DIVERSITY ALLOCATION CAPACITY" Refer to Section 6.11.1 in the IGFR. 8.2.1.15 NOTE 13: "ADDITION/REMOVAL OF DIVERSITY" Refer to Section 6.11.2 in the IGFR. 8.2.1.16 NOTE 14: "SOFT DECISION DECODE" Soft Decision will be performed in the SBS. 8.2.1.17 NOTE 15: "INCOMING CALL DETAILS/CALL-BACK FUNCTION" Tentative release date is 1Q2000. 8.2.1.18 NOTE 16: "SOFTWARE FOR HIGH SPEED CIRCUIT SWITCHED DATA AND GROUP FAX SERVICES" (PER CHANNEL BASIS) What we propose will provide support for data at rates in the range of 9.6 - 38.4 kbit/s. Circuit Switched Data at these rates will be supported from release R8 of CME20. Fax Group 3 (over 9.6 kbit/s) is similarly supported. 8.2.1.19 The critical dimensioning parameter in calculating the price is the number of GIWU channels necessary to support the required data and fax total traffic. THIS QUOTATION IS SUBJECT TO FINALISATION OF THE AIR INTERFACE SPECIFICATION 14 Proprietary & Confidential to ICO Global Communications 1004 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 9. DELIVERABLE SERVICES 9.1 The Contractor shall install, integrate, test, and hand over to ICO all individual SANs and the NMC and backup NMC that make up the integrated IGF. 9.2 ICONET Integration programme as defined in Annex 9 and selectable by ICO. 9.3 Training programme as defined in Annex 5. 10. SITE INSTALLATION DELIVERABLES The Contractor shall provide: 10.1 confirmation that the information and services being provided by ICO in accordance with Annex 2 and 3, present no impediment to the SAN implementation program 10.2 antenna foundation design drawings (SIC-STD-017, 017-1, 018) for typical wind loading, based on NEC supplied drawings SIC-STD-017, 017-1, 018, within one month of contract signature 10.3 the anchor bolts, templates and anchor bolt setting up procedures for the antenna foundations three months prior to commencement of NEC installation 10.4 the detailed specification for the supporting rod and cable ducts for the GPS systems during the SBS FDR 10.5 the RFT shelter foundation specification, including, but not limited to physical dimensions and weight, based on NEC supplied drawings SIC-STD-006, within one month of contract signature 10.6 the AC power distribution board inside all RFT shelters 10.7 specifications defining all of the interface points and the associated interface conditions for all Equipment supplied, in accordance with a schedule to be agreed at the DRM 10.8 the Equipment floor layout plans for all Sites for all Equipment to be supplied by the Contractor, based on NEC supplied drawings SIC-STD-003/003-1 for RFT shelters, and SIC-STD-004 for Hub Buildings, within one month of contract signature 10.9 the specification of the power consumption, including, but not limited to start-up and normal operating loads and required no-fuse breaker capacities and quantities for all of the equipment that will be supplied by the Contractor and for future expansion of the Equipment, in accordance with the NEC provided Equipment List, within one month of contract signature 10.10 the specification of Equipment heat dissipation for all items of Equipment that will be supplied by the Contractor and for future expansion of the Equipment, in accordance with the NEC provided Equipment List, within one month of contract signature 10.11 the environmental conditions that shall apply for all items of Equipment that will be supplied by the Contractor, have been specified in the IGFR Section 8.11.3 15 Proprietary & Confidential to ICO Global Communications 1005 [ICO LOGO] Annex 1 Contractor's Deliverables EN-IG-ICO-SW/000002 Issue 3.3 20 October 1997 10.12 Certificates, where required, to confirm that all the equipment, supplied for use in the country, meets all local and federal regulations and or standards applicable in that country. 11. SYSTEM CONFIGURATION INFORMATION ICO shall provide the configuration information in the format defined by the Contractor. The Contractor shall configure the equipment as per the supplied configuration information and shall provide ICO at handover the details of the configuration in a form to be agreed. 16 Proprietary & Confidential to ICO Global Communications 1006
Table 1 - ------------------------------------------------------------------------------------------------------------------------------------ SAN DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA SAN 1 SAN 2 SAN 3 SAN 4 RFT SUB-SYSTEM C-Band EIRP towards satellite per RFT - - - - IF ports - - - - Number of RFTs 5 5 5 5 RFT Shellers 5 5 5 5 Delcing Facility - - - - Blower and heater for Center hub - - Yes Yes Additional vent'l for Sheller - - - - Additional HPA Blower - - - - HPA Cooling cabinet sheller - - - - Optical fiber facility Yes - Yes - TTC Site (including monopulse tracking) Yes - Yes - IOT Support Facility (axial ratio improvement) - - - - Installation Materials Yes Yes Yes Yes Remote maintenance system from Japan/SAN (TBD) Portable O&M Terminal/RFT Band Pass Filler at LNA input/SAN Yes Yes Yes Yes SBS SUB-SYSTEM Traffic on the A interface (to TNM) E 320 320 320 320 Traffic on the Air interface E 483 483 483 483 Busy Hour Call Attempts BHCA 7,680 7,680 7,680 7,680 Busy Hour Location Updates 7,500 7,500 7,500 7,500 SBS DC UPS Yes Yes Yes Yes Reference Clock & System Timing reception and distribution subsystem (GPS including antenna system) Yes Yes Yes Yes IF distribution sub-system Yes Yes Yes Yes TNM SUB-SYSTEM Traffic on the A interface (to SBS) E 320 320 320 320 Traffic on the A interface (to MSSC, PCM coded) E 320 320 320 320 Traffic on the A interface (to MSSC, compressed) E 64 64 64 64 Semi-permanent traffic calls 4 4 4 4 Busy Hour Call Attempts BHCA 8,448 8,448 8,448 8,448 MSSC/VLR SUB-SYSTEM Traffic on the A interface (to TNM, PCM coded) E 320 320 320 320 Traffic on the A interface (to TNM compressed) E 8 8 8 8 Traffic on the interfaces to POI (including echo cancellation as required) E 320 320 320 320 Number of echo cancellers provided as % of POI trunks 100% 100% 100% 100% Number of T1 interfaces as % of POI trunks 0% 0% 0% 0% Traffic on the interfaces to other SANs E 64 64 64 64 Traffic on the interface MSSC/GIWU E 16 16 16 16 Traffic on the interface to Voicemail E 3.7 3.7 3.7 3.7 Traffic on the interface to the voicemail (F/R) E 0.4 0.4 0.4 0.4 Traffic on the interface to Recorded Voice Announcements E 8 8 8 8 Busy Hour Call Attempts BHCA 8,640 8,640 8,640 8,640 Busy Hour Registered Subscribers sub 128,000 128,000 128,000 128,000 Busy Hour Location Updates BHLU 7,500 7,500 7,500 7,500 C7 signalling link ports (64k) ports 16 16 16 16 Busy Hour C7 signalling MTP transactions Note (1) Note (1) Note (1) Note (1) Nos of high speed (>9.6 kbit/s) channels channels 16 16 16 16 Traffic on interface to RVA source E 8 8 8 8 Busy Hour Call Attempts to RVA source BHCA 2,880 2,880 2,880 2,880 Traffic on interfaces to GIWUs E 16 16 16 16 Busy Hour Call Attempts to GIWUs BHCA 384 384 384 384 Busy Hours Call Attempts (LIAS assumption) BHCA 8,640 8,640 8,640 8,640 % of BHCA that trigger interception % 5 5 5 5 Traffic at the X3 V/ to LIAS (See Note 1 below) E 18 18 18 18
- ------------------------------------------------------------------------------------------------------------------------------------ SAN DIMENSIONING DRIVER GERMANY INDIA INDONESIA MEXICO SAN 5 SAN 6 SAN 7 SAN 8 RFT SUB-SYSTEM C-Band EIRP towards satellite per RFT - - - - IF ports - - - - Number of RFTs 5 5 5 5 RFT Shellers 5 5 5 5 Delcing Facility Yes - - - Blower and heater for Center hub Yes - - - Additional vent'l for Sheller Yes - - - Additional HPA Blower - - - Yes HPA Cooling cabinet sheller - - - Yes Optical fiber facility - - - - TTC site (including monopulse Yes Yes - - tracking) IOT Support Facility (axial ratio improvement) - (Yes) - - Installation Materials Yes Yes Yes Yes Remote maintenance system from Japan/SAN Portable O&M Terminal/RFT Band Pass Filler at LNA input/SAN Yes Yes Yes Yes SBS SUB-SYSTEM Traffic on the A interface (to TNM) 320 320 320 320 Traffic on the Air interface 483 483 483 483 Busy Hour Call Attempts 7,680 7,680 7,680 7,680 Busy Hour Location Updates 7,500 7,500 7,500 7,500 SBS DC UPS Yes Yes Yes Yes Reference Clock & System Timing reception and distribution subsystem (GPS including antenna system) Yes Yes Yes Yes IF distribution sub-system Yes Yes Yes Yes TNM SUB-SYSTEM Traffic on the A interface (to SBS) 320 320 320 320 Traffic on the A interface (to MSSC 320 320 320 320 PCM coded) Traffic on the A interface (to MSSC 64 64 64 64 compressed) Semi-permanent traffic 8 8 8 8 Busy Hour Call Attempts 8,448 8,448 8,448 8,448 MSSC/VLR SUB-SYSTEM Traffic on the A interface (to TNM, 320 320 320 320 PCM coded) Traffic on the A interface (to TNM 8 8 8 8 compressed) Traffic on the interface to POI 320 320 320 320 (including echo cancellation as required) Number of echo cancellers provided 100% 100% 100% 100% as % of POI trunks Number of T1 interfaces as % of 0% 0% 0% 0% POI trunks Traffic on the interfaces to other SANs 96 96 96 96 Traffic on the interface MSSC/GIWU 16 16 16 16 Traffic on the interface to Voicemail 3.7 3.7 3.7 3.7 Traffic on the interface to the voicemail (F/R) 0.4 0.4 0.4 0.4 Traffic on the interface to Recorded Voice Announcements 8 8 8 8 Busy Hour Call Attempts 8,640 8,640 8,640 8,640 Busy Hour Registered Subscribers 128,000 128,000 128,000 128,000 Busy Hour Location Updates 7,500 7,500 7,500 7,500 C7 signalling link ports (64k) 16 16 16 16 Busy Hour C7 signalling MTP transactions Note (1) Note (1) Note (1) Note(1) Nos of high speed (>9.6 kbit/s) channels 16 16 16 16 Traffic on interface to RVA source 8 8 8 8 Busy Hour Call Attempts to RVA source 2,880 2,880 2,880 2,880 Traffic on interfaces to GIWUs 16 16 16 16 Busy Hour Call Attempts to GIWUs 384 384 384 384 Busy Hours Call Attempts (LIAS assumption) 8,640 8,640 8,640 8,640 % of BHCA and trigger interception 5 5 5 5 Traffic at the X3 V/ to LIAS (See Note 1 below) 18 18 18 18
- ------------------------------------------------------------------------------------------------------------------------------------ SAN DIMENSIONING DRIVER SOUTH AFRICA SOUTH KOREA UAE USA SAN 9 SAN 10 SAN 11 SAN 12 RFT SUB-SYSTEM C-Band EIRP towards satellite per RFT - - - - IF ports - - - - Number of RFTs 5 5 5 5 RFT Shellers 5 5 5 5 Delcing Facility - - - Yes Blower and heater for Center hub Yes Yes - Yes Additional vent'l for Sheller - Yes - Yes Additional HPA Blower - - - - HPA Cooling cabinet sheller - - - - Optical fiber facility - - - - TTC site (including monopulse tracking) Yes - - Yes IOT Support Facility (axial ratio improvement) - - - - Installation Materials Yes Yes Yes Yes Remote maintenance system from Japan/SAN Portable O&M Terminal/RFT Band Pass Filler at LNA input/SAN Yes Yes Yes Yes SBS SUB-SYSTEM Traffic on the A interface (to TNM) 320 320 320 320 Traffic on the Air interface 483 483 483 483 Busy Hour Call Attempts 7,680 7,680 7,680 7,680 Busy Hour Location Updates 7,500 7,500 7,500 7,500 SBS DC UPS Yes Yes Yes Yes Reference Clock & System Timing reception and distribution subsystem (GPS including antenna system) Yes Yes Yes Yes IF distribution sub-system Yes Yes Yes Yes TNM SUB-SYSTEM Traffic on the A interface (to SBS) 320 320 320 320 Traffic on the A interface (to MSSC, PCM coded) 320 320 320 320 Traffic on the A interface (to MSSC, compressed) 64 64 64 64 Semi-permanent traffic 4 4 4 4 Busy Hour Call Attempts 8,448 8,448 8,448 8,448 MSSC/VLR SUB-SYSTEM Traffic on the A interface (to TNM, PCN coded) 320 320 320 320 Traffic on the A interface (to TNM compressed) 8 8 8 8 Traffic on the interface to POI (including echo cancellation as required) 320 320 320 320 Number of echo cancellers provided as % of POI trunks 100% 100% 100% 100% Number of T1 interfaces as % of POI trunks 0% 0% 0% 100% Traffic on the interfaces to other SANs 64 64 64 64 Traffic on the interface MSSC/GIWU 16 16 16 16 Traffic on the interface to Voicemail 3.7 3.7 3.7 3.7 Traffic on the interface to the voicemail (F/R) 0.4 0.4 0.4 0.4 Traffic on the interface to Recorded Voice Announcements 8 8 8 8 Busy Hour Call Attempts. 8,640 8,640 8,640 8,640 Busy Hour Registered Subscribers 128,000 128,000 128,000 128,000 Busy Hour Location Updates 7,500 7,500 7,500 7,500 C7 signalling link ports (64k) 16 16 16 16 Busy Hour C7 signalling MTP transactions Note (1) Note (1) Note (1) Note(1) Nos of high speed (>9.6 kbits/s) channels 16 16 16 16 Traffic on interface to RVA source 8 8 8 8 Busy Hour Call Attempts to RVA source 2,880 2,880 2,880 2,880 Traffic on interfaces to GIWUs 16 16 16 16 Busy Hour Call Attempts to GIWUs 384 384 384 384 Busy Hours Call Attempts (LIAS assumption) 8,640 8,640 8,640 8,640 % of BHCA and trigger interception 5 5 5 5 Traffic at the X3 V/ to LIAS (See Note 1 below) 18 18 18 18
- ---------------------------------------------------------------------------------------------------------- SAN DIMENSIONING DRIVER JAPAN UK (PRIMARY NMC LOC'N) (BACKUP NMC LOC'N) RFT SUB-SYSTEM C-Band EIRP towards satellite per RFT - - IF ports - - Number of RFTs - - RFT Shellers - - Delcing Facility - - Blower and heater for Center hub - - Additional vent'l for Sheller - - Additional HPA Blower - - HPA Cooling cabinet sheller - - Optical fiber facility - - TTC Site (including monopulse tracking) - - IOT Support Facility (axial ratio improvement) - - Installation Materials - - Remote maintenance system from Japan/SAN - - Portable O&M Terminal/RFT - - Band Pass Filler at LNA input/SAN - - SBS SUB-SYSTEM Traffic on the A interface (to TNM) - - Traffic on the Air interface - - Busy Hour Call Attempts - - Busy Hour Location Updates - - SBS DC UPS - - Reference Clock & System Timing - - reception and distribution - - subsystem (GPS including antenna system) - - IF distribution sub-system - - TNM SUB-SYSTEM Traffic on the A interface (to SBS) - - Traffic on the A interface (to MSSC, PCM coded) - - Traffic on the A interface (to MSSC, compressed) - - Semi-permanent traffic - - Busy Hour Call Attempts - - MSSC/VLR SUB-SYSTEM Traffic on the A interface (to TNM, PCM coded) - - Traffic on the A interface (to TNM compressed) - - Traffic on the interface to POI (including echo cancellation as required) - - Number of echo cancellers provided as % of POI trunks - - Number of T1 interfaces as % of POI trunks - - Traffic on the interfaces to other SANs - - Traffic on the interface MSSC/GIWU - - Traffic on the interface to Voicemail - - Traffic on the interface to the voicemail (F/R) - - Traffic on the interface to Recorded Voice Announcements - - Busy Hour Call Attempts. - - Busy Hour Registered Subscribers - - Busy Hour Location Updates - - C7 signalling link ports (64k) - - Busy Hour C7 signalling MTP transactions - - Nos of high speed (>9.6 kbit/s) channels - - Traffic on interface to RVA source - - Busy Hour Call Attempts to RVA source - - Traffic on interfaces to GIWUs - - Busy Hour Call Attempts to GIWUs - - Busy Hours Call Attempts (LIAS assumption) - - % of BHCA and trigger interception - - Traffic at the X3 V/ to LIAS (See Note 1 below) - - 22/10/97 PROPRIETARY & CONFIDENTIAL TO ICO GLOBAL COMMUNICATIONS Paul Chambers
1007
- ------------------------------------------------------------------------------------------------------------------------------------ Traffic at the X3 V/ to the monitoring centres (see Note 2 below) E 20 20 20 20 MSC DC UPS Yes Yes Yes Yes HPN SUB-SYSTEM Peak arrival rate of HPN escalations per second from the MSSC due to failed MT-SMS megs per 3 3 3 3 sec Peak arrival rate of HPN escalations per second from the MSSC due to failed MT call attempts megs per 6 6 6 6 sec Peak processing load HPN messages per second (representing a combination of satellite transmissions and inter-SAN routing of HPN messages) megs per 30 30 30 30 sec PCS SUB-SYSTEM Yes Yes Yes Yes SAN MANAGEMENT SUB-SYSTEM See Equipment List DCN SUBSYSTEM Number of 64k ports ports 4 4 4 4 TTC Interface Yes Yes ON-SITE INTERCONNECTION SUBSYSTEM Cabling infrastructure Yes Yes Yes Yes Digital Distribution Frame Yes Yes Yes Yes INTERCONNECTION FACILITIES Interconnection to ICO provided DDF Yes Yes Yes Yes - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ AuC/EIR Dimensioning Driver Units Australia Brazil Chile China Number of subscribers/equipment stored subs - - - - Busy Hour Authentication Vector Requests BH Auth - - - - DC UPS Yes Yes Yes Yes OAM System - - - - Number of IMEIs stored IMEIs - - - - Busy Hour IMEI checking attempts IMEI - - - - checks/hr - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ HLR Dimensioning Driver Units Australia Brazil Chile China Number of ICO subscribers - - - - Busy Hour Service Provisioning attempts - - - - Busy Hour Network and VLR registrations regs/hr - - - - Busy Hour Call Attempts (MT for ICO subscribers) BHCA - - - - Integrated STP functionality - - - - Busy Hour C& Signalling MTP transactions DC UPS Yes Yes Yes Yes OAM System - - - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ VOICE- Dimensioning Driver Units Australia Brazil Chile China MAIL Number of subscribers subs - - - - Traffic on the interface to colocated MSSC E - - - - Busy Hour Call Attempts BHCA - - - - Hours of storage (voice & facsimile)hours - - - - Facsimile traffic on the interface to the MSSC (F/R) E - - - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SMSC Dimensioning Driver Units Australia Brazil Chile China Messages per busy hour msgs/hr - - - - - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Traffic at the X3 V/ to the monitoring centres (see Note 2 below) 20 20 20 20 MSC DC UPS Yes Yes Yes Yes HPN SUB-SYSTEM Peak arrival rate of HPN escalations per second from the MSSC due to failed MT-SMS 3 3 3 3 Peak arrival rate of HPN escalations per second from the MSSC due to failed MT call attempts 6 6 6 6 Peak processing load HPN messages per second (representing a combination of satellite transmissions and inter-SAN routing of HPN messages) 30 30 30 30 PCS SUB-SYSTEM Yes Yes Yes Yes SAN MANAGEMENT SUB-SYSTEM See Equipment List DCN SUBSYSTEM Number of 64k ports 8 8 8 8 TTC Interface Yes Yes ON-SITE INTERCONNECTION SUBSYSTEM Cabling infrastructure Yes Yes Yes Yes Digital Distribution Frame Yes Yes Yes Yes INTERCONNECTION FACILITIES Interconnection to ICO provided DDF Yes Yes Yes Yes - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ AuC/EIR Dimensioning Driver Germany India Indonesia Mexico Number of subscribers/equipment stored - - - - Busy Hour Authentication Vector Requests - - - - DC UPS Yes Yes Yes Yes OAM System - - - - Number of IMEIs stored - - - - Busy Hour IMEI checking attempts - - - - - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- HLR Dimensioning Driver Germany India Indonesia Mexico Number of ICO subscribers - - - - Busy Hour Service Provisioning attempts - - - - Busy Hour Network and VLR registrations - - - - Busy Hour Call Attempts (MT for ICO subscribers) - - - - Integrated STP functionality - - - - Busy Hour C& Signalling MTP transactions DC UPS Yes Yes Yes Yes OAM System - - - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ VOICE- Dimensioning Driver Germany India Indonesia Mexico MAIL Voicemail 1 Number of subscribers 56,000 - - - Traffic on the interface to colocated MSSC 15 - - - Busy Hour Call Attempts 360 - - - Hours of storage (voice & facsimile) 500 - - - Facsimile traffic on the interface to the MSSC (F/R) 1.6 - - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SMSC Dimensioning Driver Germany India Indonesia Mexico SMSC 1 Messages per busy hour 11,000 - - - - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Traffic at the X3 V/ to the monitoring centres (see Note 2 below) 20 20 20 20 MSC DC UPS Yes Yes Yes Yes HPN SUB-SYSTEM Peak arrival rate of HPN escalations per second from the MSSC due to failed MT-SMS 3 3 3 3 Peak arrival rate of HPN escalations per second from the MSSC due to failed MT call attempts 6 6 6 6 Peak processing load HPN messages per second (representing a combination of satellite transmissions and inter-SAN routing of HPN messages) 30 30 30 30 PCS SUB-SYSTEM Yes Yes Yes Yes SAN MANAGEMENT SUB-SYSTEM See Equipment List DCN SUBSYSTEM Number of 64k ports 4 4 4 4 TTC Interface Yes Yes ON-SITE INTERCONNECTION SUBSYSTEM Cabling infrastructure Yes Yes Yes Yes Digital Distribution Frame Yes Yes Yes Yes INTERCONNECTION FACILITIES Interconnection to ICO provided DDF Yes Yes Yes Yes* - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ AuC/EIR Dimensioning Driver South Africa South Korea UAE USA Number of subscribers/equipment stored - - - - Busy Hour Authentication Vector Requests - - - - DC UPS Yes Yes Yes Yes OAM System - - - - Number of IMEIs stored - - - - Busy Hour IMEI checking attempts - - - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ HLR Dimensioning Driver South Africa South Korea UAE USA Number of ICO subscribers - - - - Busy Hour Service Provisioning attempts - - - - Busy Hour Network and VLR registrations - - - - Busy Hour Call Attempts (MT for ICO subscribers) - - - - Integrated STP functionality - - - - Busy Hour C& Signalling MTP transactions DC UPS Yes Yes Yes Yes OAM System - - - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ VOICE- Dimensioning Driver South Africa South Korea UAE USA MAIL Number of subscribers - - - - Traffic on the interface to colocated MSSC - - - - Busy Hour Call Attempts - - - - Hours of storage (voice & facsimile) - - - - Facsimile traffic on the interface to the MSSC (F/R) - - - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ SMSC Dimensioning Driver South Africa South Korea UAE USA Messages per busy hour - - - - - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ Traffic at the X3 V/ to the monitoring centres (see Note 2 below) MSC DC UPS - - HPN SUB-SYSTEM Peak arrival rate of HPN escalations per second from the MSSC due to failed MT-SMS - - Peak arrival rate of HPN escalations per second from the MSSC due to failed MT call attempts - - Peak processing load HPN messages per second (representing a combination of satellite transmissions and inter-SAN routing routing of HPN messages) - - PCS SUB-SYSTEM SAN MANAGEMENT SUB-SYSTEM See Equipment List DCN SUBSYSTEM Number of 64k ports - - TTC Interface - - ON-SITE INTERCONNECTION SUBSYSTEM Cabling infrastructure - - Digital Distribution Frame - - INTERCONNECTION FACILITIES Interconnection to ICO provided DDF - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Japan UK AuC/EIR Dimensioning Driver (Primary NMC Loc'n) (Backup NMC Loc'n) Number of subscribers/equipment stored 50,000 - Busy Hour Authentication Vector Requests 6,000 - DC UPS - OAM System 1 - Number of IMEIs stored 50,000 - Busy Hour IMEI checking attempts 4,500 - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ HLR Dimensioning Driver Japan UK (Primary NMC Loc'n) (Backup NMC Loc'n) Number of ICO subscribers 50,000 - Busy Hour Service Provisioning - attempts Note(1) - Busy Hour Network and VLR - registrations 6,750 - Busy Hour Call Attempts (MT for ICO subscribers) 12,500 - Integrated STP functionality Yes - Busy Hour C& Signalling MTP transactions Note(1) DC UPS - - OAM System 1 - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ VOICE- Dimensioning Driver Japan UK MAIL (Primary NMC Loc'n) (Backup NMC Loc'n) Number of subscribers - - Traffic on the interface to colocated MSSC - - Busy Hour Call Attempts - - Hours of storage (voice & facsimile) - - Facsimile traffic on the interface to the MSSC (F/R) - - - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Japan UK SMSC Dimensioning Driver (Primary NMC Loc'n) (Backup NMC Loc'n) Messages per busy hour - - - ------------------------------------------------------------------------------------------------------------------------------------
1008 TABLE 1 - ---------------------------------------------------------------------------------------------------------------------------------- OAM SYSTEM - - - - 1 - - - ---------------------------------------------------------------------------------------------------------------------------------- IS.41 > ICO IWF DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA UNIDIRECTIONAL IS.41 > ICO IWF NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - - - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - - - - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/IS.41 SUBSCRIBERS) BHCA - - - - - - - OAM SYSTEM - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- ICO > IS.41 IWF DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA UNIDIRECTIONAL IC0 > IS.41 IWF NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - - - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - - - - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/IS.41 SUBSCRIBERS) BHCA - - - - - - - OAM SYSTEM - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- LIAS SUB-SYSTEM DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA NO 1 1 1 1 1 1 1 INTERCEPT TRAFFIC ON THE X3 I/I TO THE MSSC (SWITCHED CONNECTIONS) (SEE NOTE 2) E 20 20 20 20 20 20 20 INTERCEPT TRAFFIC ON THE X3 I/I TO THE MONITORING CENTRES (FIXED CONNECTIONS) E 0 0 0 0 0 0 0 - ---------------------------------------------------------------------------------------------------------------------------------- LIMS SUB-SYSTEM DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA NO - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- SRMC DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA NUMBER OF SATELLITES SATS - - - - - - - NUMBER OF SANS SANS - - - - - - - NUMBER OF SPOT BEAMS PER SATELLITE BEAMS - - - - - - - NUMBER OF FILTERS PER SATELLITE FILTERS - - - - - - - SATELLITE ORBIT PERIOD HOURS - - - - - - - PLANNING GROUND CALL SIZE DEGREE - - - - - - - PAYLOAD COMMAND TABLE SIZE - - - - - - - HPN TABLES - - - - - - - NUMBER OF FREQUENCY CO-ORDINATION REGIONS - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA NMC SOFTWARE FUNCTIONAL BLOCKS SEE EQUIPMENT LIST - - - - - - - DCN SUBSYSTEM AVERAGE PEAK LOCAL NETWORK OA&M TRAFFIC IN KBITS/S KBITS/S - - - - - - - AVERAGE PEAK TRAFFIC TO NMC KBITS/S - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------- OAM SYSTEM - ----------------------------------------------------------------------------------------------------------------------------------- JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP IS.41 > UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) ICO IWF DIMENSIONING DRIVER UNIDIRECTIONAL IS.41 > ICO IWF - - - - IS.41 IWF 1 - - NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - 50,000 - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - 1,875 - - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/IS.41 SUBSCRIBERS) BHCA - - - - 2,050 - - OAM SYSTEM - - - - 1 - - - ----------------------------------------------------------------------------------------------------------------------------------- JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP ICO > DIMENSIONING DRIVER UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) IS.41 IWF UNIDIRECTIONAL IC0 > IS.41 IWF NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - 50,000 - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - 1,875 - - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/IS.41 SUBSCRIBERS) BHCA - - - - 2,060 - - OAM SYSTEM - - - - 1 - - - ----------------------------------------------------------------------------------------------------------------------------------- JAPAN UK LIAS SOUTH SOUTH (PRIMARY (BACKUP SUB-SYSTEM DIMENSIONING DRIVER UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) NO 1 1 1 1 1 - - INTERCEPT TRAFFIC ON THE X3 I/I TO THE MSSC (SWITCHED CONNECTIONS) (SEE NOTE 2) E 20 20 20 20 20 - - INTERCEPT TRAFFIC ON THE X3 I/I TO THE MONITORING CENTRES (FIXED CONNECTIONS) E 0 0 0 0 0 - - - ----------------------------------------------------------------------------------------------------------------------------------- JAPAN UK LIMS SOUTH SOUTH (PRIMARY (BACKUP SUB-SYSTEM DIMENSIONING DRIVER UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) NO - - - - - - 1 - ----------------------------------------------------------------------------------------------------------------------------------- SRMC DIMENSIONING DRIVER UNITS NUMBER OF SATELLITES SATS - - - - - 12 12 NUMBER OF SANS SANS - - - - - 12 12 NUMBER OF SPOT BEAMS PER SATELLITE BEAMS - - - - - 163 163 NUMBER OF FILTERS PER SATELLITE FILTERS - - - - - 490 490 SATELLITE ORBIT PERIOD HOURS - - - - - 6 6 PLANNING GROUND CALL SIZE DEGREE - - - - - 1 1 PAYLOAD COMMAND TABLE SIZE - - - - - 32,000 32,000 HPN TABLES - - - - - 4 4 NUMBER OF FREQUENCY CO-ORDINATION REGIONS - - - - - 4 4 - ----------------------------------------------------------------------------------------------------------------------------------- JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP DIMENSIONING DRIVER UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) NMC NMC (PRIMARY) (BACKUP) NMC SOFTWARE FUNCTIONAL BLOCKS SEE EQUIPMENT LIST - - - - - 1 1 DCN SUBSYSTEM AVERAGE PEAK LOCAL NETWORK OA&M TRAFFIC IN KBIT/S KBITS/S - - - - - 1,000 1,000 AVERAGE PEAK TRAFFIC TO NMC KBITS/S - - - - - ? ? - -----------------------------------------------------------------------------------------------------------------------------------
TBLE 1V2A XLS/EQUIPMENT LIST PROPRIETARY & CONFIDENTIAL TO ICO GLOBAL COMMUNICATIONS PAUL CHAMBERS 22/10/97 1009 TABLE 1 SBS TEST FACILITY AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA SUPPORT FACILITY - - - - - 1 - (NOTE: TO BE LOCATED AT HNS PREMISES) - ---------------------------------------------------------------------------------------------------------------------------------- SYSTEM INTEGRATION SUPPORT FACILITY AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA SUPPORT FACILITY 1 - - - - - - (NOTE: TO BE LOCATED AT NEC/A & HNS PREMISES) - ---------------------------------------------------------------------------------------------------------------------------------- SPARES 1 SET 1 SET 1 SET 1 SET 1 SET 1 SET 1 SET - ---------------------------------------------------------------------------------------------------------------------------------- SPECIALIST TEST EQUIPMENT QUANTITY UT LOAD SIMULATOR (III.7 PH 1/2 & PH2-3 1/2) 2 1 1 1 1 1 1 1 SATELLITE CHANNEL SIMULATOR (III.7 PH2-3/2) 1 1 1 1 1 1 1 GSM TESTER (III.7 PH 1/3) 2 - - - - - - - SDL FOR AIR INTERFACE VALIDATION (III.2.4.1) 1 - - - - - - - AIR INTERFACE CONFORMANCE TESTER FOR UT (III.2.4.2) 2 PCS CHECKER 1 1 1 1 1 1 1 - ---------------------------------------------------------------------------------------------------------------------------------- OPTIONAL ITEMS - ---------------------------------------------------------------------------------------------------------------------------------- PDC > ICO IWF DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA UNIDIRECTIONAL PDC > ICO ROAMING NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - - - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - - - - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/PDC SUBSCRIBERS) BHCA - - - - - - - TRAFFIC THROUGH IMSC. E - - - - - - - BUSY HOUR CALL ATTEMPTS THROUGH IMSC BHCA - - - - - - - OAM SYSTEM - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- ICO > PDC IWF DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA UNIDIRECTIONAL ICO > PDC ROAMING NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - - - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - - - - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/PDC SUBSCRIBERS) BHCA - - - - - - - TRAFFIC THROUGH IMSC. E - - - - - - - BUSY HOUR CALL ATTEMPTS THROUGH IMSC BHCA - - - - - - - OAM SYSTEM - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- GSM > ICO IWF DIMENSIONING DRIVER UNITS AUSTRALIA BRAZIL CHILE CHINA GERMANY INDIA INDONESIA UNIDIRECTIONAL GSM > ICO IWF NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - - - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------
JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP SBS TEST FACILITY MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) SUPPORT FACILITY - - - - - - - (NOTE: TO BE LOCATED AT HNS PREMISES) - ---------------------------------------------------------------------------------------------------------------------------------- JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP SYSTEM INTEGRATION SUPPORT FACILITY MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) SUPPORT FACILITY - - - - - - - (NOTE: TO BE LOCATED AT NEC/A & HNS PREMISES) - - - - - - - - ---------------------------------------------------------------------------------------------------------------------------------- SPARES 1 SET 1 SET 1 SET 1 SET 1 SET 1 SET 1 SET - ---------------------------------------------------------------------------------------------------------------------------------- SPECIALIST TEST EQUIPMENT QUANTITY UT LEAD SIMULATOR (III.7 PH 1/2 & PH2-3 1/2) 1 1 1 1 1 - - SATELLITE CHANNEL SIMULATOR (III.7 PH2-3/2) 1 1 1 1 1 - - GSM TESTER (III.7 PH 1/3) - - - - - - - SDL FOR AIR INTERFACE VALIDATION (III.2.4.1) - - - - - - - AIR INTERFACE CONFORMANCE TESTER FOR UT (III.2.4.2) PCS CHECKER 1 1 1 1 1 - - - ---------------------------------------------------------------------------------------------------------------------------------- OPTIONAL ITEMS - ---------------------------------------------------------------------------------------------------------------------------------- JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP PDC > ICO IWF DIMENSIONING DRIVER UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) UNIDIRECTIONAL PDC > ICO ROAMING PDC IWF 1 NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - - 50,000 - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - - 1,900 - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/PDC SUBSCRIBERS) BHCA - - - - - 750 - TRAFFIC THROUGH IMSC. E - - - - - 77 - BUSY HOUR CALL ATTEMPTS THROUGH IMSC BHCA - - - - - 1,900 - OAM SYSTEM - - - - - 1 - - ---------------------------------------------------------------------------------------------------------------------------------- JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP ICO > PDC IWF DIMENSIONING DRIVER UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) UNIDIRECTIONAL ICO > PDC ROAMING NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - - 50,000 - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - - 1,900 - BUSY HOUR CALL ATTEMPTS (MT FOR ICO/PDC SUBSCRIBERS) BHCA - - - - - 750 - TRAFFIC THROUGH IMSC. E - - - - - 77 - BUSY HOUR CALL ATTEMPTS THROUGH IMSC BHCA - - - - - 1,900 - OAM SYSTEM - - - - - 1 - - ---------------------------------------------------------------------------------------------------------------------------------- JAPAN UK SOUTH SOUTH (PRIMARY (BACKUP GSM > ICO IWF DIMENSIONING DRIVER UNITS MEXICO AFRICA KOREA UAE USA NMC LOC'N) NMC LOC'N) UNIDIRECTIONAL GSM > ICO IWF GSM IWF 1 NUMBER OF SUBSCRIBERS CAPABLE OF ROAMING SUBS - - - - 50,000 - - BUSY HOUR NETWORK AND ICO VLR REGISTRATIONS BH REGS - - - - 1,875 - - - ----------------------------------------------------------------------------------------------------------------------------------
TBLE 1V2A XLS/EQUIPMENT LIST PROPRIETARY & CONFIDENTIAL TO ICO GLOBAL COMMUNICATIONS PAUL CHAMBERS 22/10/97 1010 TABLE 1 - ---------------------------------------------------------------------------------------------------------------------------------- BUSY HOUR CALL ATTEMPTS (MT FOR ICO/IS.41 SUBSCRIBERS) BHCA - - - - - - - - OAM SYSTEM - - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------ BUSY HOUR CALL ATTEMPTS (MT FOR ICO/IS.41 SUBSCRIBERS) - - - 2,060 - - OAM SYSTEM - - - 1 - - - ------------------------------------------------------------------------------------------------------ TBLE 1V2A. XLS/EQUIPMENT LIST PROPRIETARY & CONFIDENTIAL TO ICO GLOBAL COMMUNICATIONS PAUL CHAMBERS 22/10/97
1011 RFT EQUIPMENT LIST
- ---------------------------------------------------------------------------------------------------------------------------------- Item No. Description SAN SAN SAN SAN SAN For For For South SAN For ICO- For USA Australia Germany Africa For India NET (Type 2) (Type 1) (Type 1) (Type 1) (Type 2) ---------------------------------------------------------------------------------- Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty - ---------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1. 7.6m C-band Antenna Subsystem 1.1 7.6m Antenna Structure 5 5 5 5 5 1.2 7.6m Reflector Panel 5 5 5 5 5 1.3 Dual C.P. Feed (for Monopulse 5 5 5 5 5 Track) 1.4 ACU and Tracking Receiver for Monopulse Track 1.4.1 Tracking Down Converter 5 5 5 5 5 1.4.2 Tracking Demodulator 5 5 5 5 5 1.4.3 Antenna Control Equipment 5 5 5 5 5 1.5 Dual C.P. Feed (for Step Track) 1.6 ACU and Beacon Receiver for Step Track 1.6.1 Beacon Down Converter 1.6.2 Beacon Receiver 1.6.3 Antenna Control Equipment 1.7 Blower and Heater Unit 5 5 5 1.8 A/C in Centre Hub(non-redundant) 2 1.9 Deicing Equipment 5 5 1.10 DCPA, DC Motor, Angle Det. and Dehydrator 1.10.1 DCPA 5 5 5 5 5 1.10.2 Transformer for DCPA 5 5 5 5 1.10.3 DC Motor 20 20 20 20 20 1.10.4 Angle Detector 10 10 10 10 10 1.10.5 Dehydrator 5 5 5 5 5 2. c-band Low Noise Amplifier Subsystem 2.1 C-Band FET LNA Unit 15 15 15 15 15 2.2 RF Plate Assembly for 2+1 config. 5 5 5 5 5 2.3 LNA Power Supply 5 5 5 5 5 2.4 Test Panel 5 5 5 5 5 2.5 40 dB Coupler (LNA Input) 5 5 5 5 5 2.6 Coupler for tracking 10 10 10 10 10 3. C-band High Power Amplifier Subsystem 3.1 3kW TWT HPA Cabinet/Linearizer 15 15 15 15 15 3.2 WG ASSY 3.2.1 Isolator 10 10 10 10 10 3.2.2 WG Directional Coupler 15 15 15 15 15 3.2.3 WG SWO 10 10 10 10 10 3.2.4 High Power Dummy Load 5 5 5 5 5 3.2.5 Low Power Dummy Load 15 15 15 15 15 3.3 TX/RX Path Selector 5 5 5 5 5 3.4 Band Pass Filter 10 10 10 10 10 4. C-band Up/Down Converter Subsystem 4.1 C-band Up Converter 15 15 15 15 15 4.2 Pilot Generator 15 15 15 15 15
- ---------------------------------------------------------------------------------------------------------------------------------- Item No. Description SAN SAN SAN SAN SAN For SAN For Chile For Brazil For Mexico For UAE Indonesia For China (Type 2) (Type 2) (Type 2) (Type 2) (Type 2) (Type 2) -------------------------------------------------------------------------------- Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty - ---------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1. 7.6m C-band Antenna Subsystem 1.1 7.6m Antenna Structure 5 5 5 5 5 5 1.2 7.6m Reflector Panel 5 5 5 5 5 5 1.3 Dual C.P. Feed (for Monopulse 5 5 5 5 Track) 1.4 ACU and Tracking Receiver for Monopulse Track 1.4.1 Tracking Down Converter 5 5 5 5 1.4.2 Tracking Demodulator 5 5 5 5 1.4.3 Antenna Control Equipment 5 5 5 5 1.5 Dual C.P. Feed (for Step Track) 5 5 1.6 ACU and Beacon Receiver for Step Track 1.6.1 Beacon Down converter 5 5 1.6.2 Beacon Receiver 5 5 1.6.3 Antenna Control Equipment 5 5 1.7 Blower and Heater Unit 5 5 1.8 A/C in Centre Hub(non-redundant) 1.9 Deicing Equipment 1.10 DCPA, DC Motor, Angle Det. and Dehydrator 1.10.1 DCPA 5 5 5 5 5 5 1.10.2 Transformer for DCPA 5 5 5 5 1.10.3 DC Motor 20 20 20 20 20 20 1.10.4 Angle Detector 10 10 10 10 10 10 1.10.5 Dehydrator 5 5 5 5 5 5 2. c-band Low Noise Amplifier Subsystem 2.1 C-Band FET LNA Unit 15 15 15 15 15 15 2.2 RF Plate Assembly for 2+1 config. 5 5 5 5 5 5 2.3 LNA Power Supply 5 5 5 5 5 5 2.4 Test Panel 5 5 5 5 5 5 2.5 40 dB Coupler (LNA Input) 5 5 5 5 5 5 2.6 Coupler for tracking 10 10 10 10 10 10 3. C-band High Power Amplifier Subsystem 3.1 3kW TWT HPA Cabinet/Linearizer 15 15 15 15 15 15 3.2 WG ASSY 3.2.1 Isolator 10 10 10 10 10 10 3.2.2 WG Directional Coupler 15 15 15 15 15 15 3.2.3 WG SWO 10 10 10 10 10 10 3.2.4 High Power Dummy Load 5 5 5 5 5 5 3.2.5 Low Power Dummy Load 15 15 15 15 15 15 3.3 TX/RX Path Selector 5 5 5 5 5 5 3.4 Band Pass Filter 10 10 10 10 10 10 4. C-band Up/Down Converter Subsystem 4.1 C-band Up Converter 15 15 15 15 15 15 4.2 Pilot Generator 15 15 15 15 15 15
- ---------------------------------------------------------------------------------------------------------------------------------- Item No. Description SAN For Korea NMC NMC (Type 1) Primary Back-up TOTAL ------------------------------------------------ Q'ty Q'ty Q'ty Q'ty - ---------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1. 7.6m C-band Antenna Subsystem 1.1 7.6m Antenna Structure 5 60 1.2 7.6m Reflector Panel 5 60 1.3 Dual C.P. Feed (for Monopulse 45 Track) 1.4 ACU and Tracking Receiver for Monopulse Track 1.4.1 Tracking Down Converter 45 1.4.2 Tracking Demodulator 45 1.4.3 Antenna Control Equipment 45 1.5 Dual C.P. Feed (for Step Track) 5 15 1.6 ACU and Beacon Receiver for Step Track 1.6.1 Beacon Down Converter 5 15 1.6.2 Beacon Receiver 5 15 1.6.3 Antenna Control Equipment 5 15 1.7 Blower and Heater Unit 5 30 1.8 A/C in Centre Hub(non-redundant) 2 1.9 Deicing Equipment 10 1.10 DCPA, DC Motor, Angle Det. and Dehydrator 1.10.1 DCPA 5 60 1.10.2 Transformer for DCPA 5 45 1.10.3 DC Motor 20 240 1.10.4 Angle Detector 10 120 1.10.5 Dehydrator 5 60 2. c-band Low Noise Amplifier Subsystem 2.1 C-Band FET LNA Unit 15 180 2.2 RF Plate Assembly for 2+1 config. 5 60 2.3 LNA Power Supply 5 60 2.4 Test Panel 5 60 2.5 40 dB Coupler (LNA Input) 5 60 2.6 Coupler for tracking 10 120 3. C-band High Power Amplifier Subsystem 3.1 3kW TWT HPA Cabinet/Linearizer 15 180 3.2 WG ASSY 3.2.1 Isolator 10 120 3.2.2 WG Directional Coupler 15 180 3.2.3 WG SWO 10 120 3.2.4 High Power Dummy Load 5 60 3.2.5 Low Power Dummy Load 15 180 3.3 TX/RX Path Selector 5 60 3.4 Band Pass Filter 10 120 4. C-band Up/Down Converter Subsystem 4.1 C-band Up Converter 15 180 4.2 Pilot Generator 15 180
1012 RFT EQUIPMENT LIST
SAN SAN SAN SAN SAN SAN SAN SAN Item No. Description For For USA For Australia For Germany For South For India For Chile For Brazil ICO-NET (Type 2) (Type 1) (Type 1) Africa (Type 2) (Type 2) (Type 2) (Type 1) Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty 4.3 C-band Down Converter 15 15 15 15 15 15 15 4.4 AFC equipment 15 15 15 15 15 15 15 4.5 AFC D/C 15 15 15 15 15 15 15 4.6 EIRP C&M 4.6.1 Selective Power Meter 60001 5 5 5 5 5 5 5 4.6.2 6-way Switch Model 61001 5 5 5 5 5 5 5 4.6.3 Transmit Level Control Unit 15 15 15 15 15 15 15 4.6.4 PC 5 5 5 5 5 5 5 4.7 LINE AMP (C-BAND RX) (2+1 CONFIG) 5 5 5 5 5 5 5 4.8 Others 4.8.1 7GHz SWO 5 5 5 5 5 5 5 4.8.2 1GHz SWO 20 20 20 20 20 20 20 4.8.3 Test Panel 5 5 5 5 5 5 5 4.8.4 1GHz D.COUP 20 20 20 20 20 20 20 4.8.5 IF PATCH 30 30 30 30 30 30 30 4.8.6 RF PATCH 30 30 30 30 30 30 30 4.9 Traffic Carrier Termination 4.9.1 5GHz SWO 5 5 5 5 5 5 15 4.10 TT&C Carrier EIRP Monitoring 4.10.1 C-band WG Coupler for SPM (for TTC only) 5 5 5 5 5 5 4.11 S-band BCCH Carrier Monitoring 4.11.1 1 GHz D. Coupler 5 5 5 5 5 5 5 4.12 IOT Signal Monitoring 4.12.1 5GHz RF SWO 2 4.12.2 5 GHz WG Coupler 4 4.12.3 7 GHz WG Coupler 2 4.12.4 7 GHz RF SWO 4 for Hub SW 4.12.5 2 GHz RF SWO for Hub SW 2 4.12.6 7 GHz RF SWO 6 4.12.7 S-band Coupler for TX 2 4.12.8 S-band RF SWO 4 4.12.9 1 GHz Patch 8 4.13 Signal Generator for S-band 5 5 5 5 5 5 5 4.14 19 inch Rack (Up Converter rack) 5 5 5 5 5 5 5 4.15 19 inch Rack (Down Converter 10 10 10 10 10 10 10 rack) 4.16 19 inch Rack in Hub Building 1 1 1 1 1 1 1 4.17 19 inch Rack (Misc. rack) 10 10 10 10 10 10 10 4.18 C-band RF Divider (HYB) 10 10 10 10 10 10 10 4.19 1GHz HYB (1:2) 10 10 10 10 10 10 10 5. TTC UP/DOWN CONVERTER Subsystem 5.1 TTC Up Converter 10 10 10 10 10 10 5.2 TTC Down Converter 10 10 10 10 10 10 5.3 Crystal Oscillator for TT&C Converters 10 10 10 10 10 10 5.4 Others 5.4.1 RF DIV (HYB) 15 15 15 15 15 15 5.4.2 70 MHz DIV (HYB) 5 5 5 5 5 5 5.4.3 C-band RF SWO 5 5 5 5 5 5 5.4.4 5GHz SWO 20 20 20 20 20 20 5.4.5 IF SWO 5 5 5 5 5 5
SAN SAN SAN SAN SAN NMC NMC TOTAL Item No. Description For Mexico For UAE For Indonesia For China For Korea Primary Back-up (Type 2) (Type 2) (Type 2) (Type 2) (Type 1) Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty 4.3 C-band Down Converter 15 15 15 15 15 180 4.4 AFC equipment 15 15 15 15 15 180 4.5 AFC D/C 15 15 15 15 15 180 4.6 EIRP C&M 4.6.1 Selective Power Meter 60001 5 5 5 5 5 60 4.6.2 6-way Switch Model 61001 5 5 5 5 5 60 4.6.3 Transmit Level Control Unit 15 15 15 15 15 180 4.6.4 PC 5 5 5 5 5 60 4.7 LINE AMP (C-BAND RX) (2+1 CONFIG) 5 5 5 5 5 60 4.8 Others 4.8.1 7GHz SWO 5 5 5 5 5 60 4.8.2 1GHz SWO 20 20 20 20 20 240 4.8.3 Test Panel 5 5 5 5 5 60 4.8.4 1GHz D.COUP 20 20 20 20 20 240 4.8.5 IF PATCH 30 30 30 30 30 360 4.8.6 RF PATCH 30 30 30 30 30 360 4.9 Traffic Carrier Termination 4.9.1 5GHz SWO 15 15 15 15 15 120 4.10 TT&C Carrier EIRP Monitoring 4.10.1 C-band WG Coupler for SPM (for TTC only) 30 4.11 S-band BCCH Carrier Monitoring 4.11.1 1 GHz D. Coupler 5 5 5 5 5 60 4.12 IOT Signal Monitoring 4.12.1 5GHz RF SWO 2 4.12.2 5 GHz WG Coupler 4 4.12.3 7 GHz WG Coupler 2 4.12.4 7 GHz RF SWO 4 for Hub SW 4.12.5 2 GHz RF SWO 4 for Hub SW 2 4.12.6 7 GHz RF SWO 6 4.12.7 S-band Coupler for TX 2 4.12.8 S-band RF SWO 4 4.12.9 1 GHz Patch 8 4.13 Signal Generator for S-band 5 5 5 5 5 60 4.14 19 inch Rack (Up Converter rack) 5 5 5 5 5 60 4.15 19 inch Rack (Down Converter 10 10 10 10 10 120 rack) 4.16 19 inch Rack in Hub Building 1 1 1 1 1 12 4.17 19 inch Rack (Misc. rack) 10 10 10 10 10 120 4.18 C-band RF Divider (HYB) 10 10 10 10 10 120 4.19 1GHz HYB (1:2) 10 10 10 10 10 120 5. TTC UP/DOWN CONVERTER Subsystem 5.1 TTC Up Converter 60 5.2 TTC Down Converter 60 5.3 Crystal Oscillator for TT&C Converters 60 5.4 Others 5.4.1 RF DIV (HYB) 90 5.4.2 70 MHz DIV (HYB) 30 5.4.3 C-band RF SWO 30 5.4.4 5GHz SWO 120 5.4.5 IF SWO 30
1013 RFT EQUIPMENT LIST
SAN SAN SAN SAN SAN SAN SAN SAN Item No. Description For For USA For Australia For Germany For South For India For Chile For Brazil ICO-NET (Type 2) (Type 1) (Type 1) Africa (Type 2) (Type 2) (Type 2) (Type 1) Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty 5.4.6 IF PATCH 10 10 10 10 10 10 5.4.7 RF PATCH 15 15 15 15 15 15 5.4.8 19 inch Rack (TTC Converter rack) 5 5 5 5 5 5 6. S-band Subsystem 6.1 Antenna 5 5 5 5 5 5 5 6.2 FET LNA 5 5 5 5 5 5 5 6.3 20W SSPA 5 5 5 5 5 5 5 6.4 Up Converter 5 5 5 5 5 5 5 6.5 Down Converter 5 5 5 5 5 5 5 6.6 Others 6.6.1 2G PATCH 10 10 10 10 10 10 10 6.6.2 30 dB Coupler (LNA Input) 5 5 5 5 5 5 5 6.6.3 IF PATCH 10 10 10 10 10 10 10 7. RFT O&M SUBSYSTEM 7.1 VDU 7.1.1 Server 7.1.1.1 Model D370/1 SMP Server 2 2 2 2 2 2 2 7.1.1.2 12BMB ECC Memory Module, D Class Servers 2 2 2 2 2 2 2 7.1.1.3 2GB FWD SCS1-2 Hot Swap disk Drive 2 2 2 2 2 2 2 7.1.1.4 4GB DOS DAT Drive with data compression 2 2 2 2 2 2 2 7.1.1.5 2.86 MB floppy drive 2 2 2 2 2 2 2 7.1.1.6 Quad Speed 600MB CD-ROM Drive 2 2 2 2 2 2 2 7.1.2 HMI 7.1.2.1 HP VISUALIZE Mdl B132L w/EG graphics 2 2 2 2 2 2 2 7.1.2.2 12BMB ECC memory module 2 2 2 2 2 2 2 7.1.2.3 FWD SCSI-2 card for B-class systems 2 2 2 2 2 2 2 7.1.2.4 2GB disk drive, FWD SCSI-2 for B-class 2 2 2 2 2 2 2 7.1.2.5 Fast CD-ROM drive for B-class systems 2 2 2 2 2 2 2 7.1.2.6 1.4 MB floppy disk drive for B-class 2 2 2 2 2 2 2 7.2 DAU 6 6 6 6 6 6 6 7.3 UIC 6 6 6 6 6 6 6 7.4 CUIN 5 5 5 5 5 5 5 7.5 UIC (No charge) 2 2 2 8. OPTICAL FIBER IFL 8.1 Optical Fiber TX/RX Unit 1 1 1 (1GHz and 70MHz for signal IFL) 8.2 Optical LAN TX/RX Unit 1 1 1 8.3 Optical Fiber Modem 1 1 1 8.4 L-band AMP 1 1 1 8.4.1 AMP for Optical Fiber IFL (2+1) for C-band Route 10 10 10 8.4.2 AMP for Optical fiber IFL (1+1) for S-band Route 2 2 2 8.5 IF Combiner/Divider Package 1 1 1 8.5.1 Rack 2 2 2
SAN SAN SAN SAN SAN NMC NMC TOTAL Item No. Description For Mexico For UAE For Indonesia For China For Korea Primary Back-up (Type 2) (Type 2) (Type 2) (Type 2) (Type 1) Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty 5.4.6 IF PATCH 60 5.4.7 RF PATCH 90 5.4.8 19 inch Rack 30 (TTC Converter rack) 6. S-band Subsystem 6.1 Antenna 5 5 5 5 5 60 6.2 FET LNA 5 5 5 5 5 60 6.3 20W SSPA 5 5 5 5 5 60 6.4 Up Converter 5 5 5 5 5 60 6.5 Down Converter 5 5 5 5 5 60 6.6 Others 6.6.1 2G PATCH 10 10 10 10 10 120 6.6.2 30 dB Coupler (LNA Input) 5 5 5 5 5 60 6.6.3 IF PATCH 10 10 10 10 10 120 7. RFT O&M SUBSYSTEM 7.1 VDU 7.1.1 Server 7.1.1.1 Model D370/1 SMP Server 2 2 2 2 2 24 7.1.1.2 12BMB ECC Memory Module, D Class Servers 2 2 2 2 2 24 7.1.1.3 2GB FWD SCS1-2 Hot Swap disk Drive 2 2 2 2 2 24 7.1.1.4 4GB DOS DAT Drive with data compression 2 2 2 2 2 24 7.1.1.5 2.86 MB floppy drive 2 2 2 2 2 24 7.1.1.6 Quad Speed 600MB CD-ROM Drive 2 2 2 2 2 24 7.1.2 HMI 7.1.2.1 HP VISUALIZE Mdl B132L w/EG graphics 2 2 2 2 2 24 7.1.2.2 12BMB ECC memory module 2 2 2 2 2 24 7.1.2.3 FWD SCSI-2 card for B-class systems 2 2 2 2 2 24 7.1.2.4 2GB disk drive, FWD SCSI-2 for B-class 2 2 2 2 2 24 7.1.2.5 Fast CD-ROM drive for B-class systems 2 2 2 2 2 24 7.1.2.6 1.4 MB floppy disk drive for B-class 2 2 2 2 2 24 7.2 DAU 6 6 6 6 6 72 7.3 UIC 6 6 6 6 6 72 7.4 CUIN 5 5 5 5 5 60 7.5 UIC (No charge) 6 8. OPTICAL FIBER IFL 8.1 Optical Fiber TX/RX Unit (1GHz and 70MHz for signal IFL) 3 8.2 Optical LAN TX/RX Unit 3 8.3 Optical Fiber Modem 3 8.4 L-band AMP 3 8.4.1 AMP for Optical Fiber IFL (2+1) for C-band Route 30 8.4.2 AMP for Optical fiber IFL (1+1) for S-band Route 6 8.5 IF Combiner/Divider Package 3 8.5.1 Rack 6
1014 RFT EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- 8.5.2 1:6 IF COMB/DIV 6 6 6 9. REFERENCE CLOCK DISTRIBUTION 9.1 10 MHz Reference 5 5 5 5 5 5 5 Clock Distribution 9.2 Time Code Generator 5 5 5 5 5 5 5 10. TEST TRANSLATOR 5 5 5 5 5 5 5 11. RFT SIMULATOR SUBSYSTEM 11.1 VDU 1 11.2 Simulator Function 1 12. TEST EQUIPMENT 12.1 RF Signal Generator 6 12.2 IF Coaxial Hybrid 1 1 1 1 1 1 1 12.3 Wave Guide Circuit 6 12.4 Low Loss Cables 1 1 1 1 1 1 1 12.5 Other miscellaneous 1 1 1 1 1 1 1 equipment 12.6 Directional Bridge 1 1 1 1 1 1 1 12.7 Power Sensor for 1 1 1 1 1 1 1 Power Meter 12.8 Analogue Oscilloscope 1 1 1 1 1 1 1 12.9 Chart Recorder (4-pen) 1 1 1 1 1 1 1 12.10 Crystal Detector 1 1 1 1 1 1 1 12.11 Coaxial Coupler 1 1 1 1 1 1 1 (960-1,900 MHz) 12.12 Coaxial Coupler 1 1 1 1 1 1 1 (1.7-12.4 GHz) 12.13 HP-IB/Centronics Bus 1 1 1 1 1 1 1 Converter 12.14 HP-IB Cable 1 1 1 1 1 1 1 12.15 HP IEEE-1284 A-B 1 1 1 1 1 1 1 Parallel Cable 13. INSTALLATION MATERIALS 1 1 1 1 1 1 1 14. SHELTERS AND RELATED FACILITIES 14.1 Shelter 5 5 5 5 5 5 5 14.2 Cooling Cabinet Shelter (for Mexico) 14.3 Expansion of A/C in Shelter (for Mexico) 14.4 Additional Ventilation 5 5 (for USA, Germany & Korea 15. DOCUMENTATION 1 16. CE-MARKS 16.1 Hardware Modification 1 1 16.2 License Registration 1 1 Fee 17 SPARE 17.1 Antenna Tracking 1 1 1 1 1 1 1 Modules 17.2 Antenna Feed Horn 1 1 1 1 1 1 1 Cover 17.3 C-Band FET LNA Unit 2 17.4 LNA Power Supply 2 17.5 TWT Tube 4 17.6 HPA Spare Parts & 2 Panels
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- 8.5.2 1:6 IF COMB/DIV 18 9. REFERENCE CLOCK DISTRIBUTION 9.1 10 MHz Reference 5 5 5 5 5 60 Clock Distribution 9.2 Time Code Generator 5 5 5 5 5 60 10. TEST TRANSLATOR 5 5 5 5 5 11. RFT SIMULATOR SUBSYSTEM 11.1 VDU 1 11.2 Simulator Function 1 12. TEST EQUIPMENT 12.1 RF Signal Generator 6 12.2 IF Coaxial Hybrid 1 1 1 1 1 12 12.3 Wave Guide Circuit 6 12.4 Low Loss Cables 1 1 1 1 1 12 12.5 Other miscellaneous 1 1 1 1 1 12 equipment 12.6 Directional Bridge 1 1 1 1 1 12 12.7 Power Sensor for 1 1 1 1 1 12 Power Meter 12.8 Analogue Oscilloscope 1 1 1 1 1 12 12.9 Chart Recorder (4-pen) 1 1 1 1 1 12 12.10 Crystal Detector 1 1 1 1 1 12 12.11 Coaxial Coupler 1 1 1 1 1 12 (960-1,900 MHz) 12.12 Coaxial Coupler 1 1 1 1 1 12 (1.7-12.4 GHz) 12.13 HP-IB/Centronics Bus 1 1 1 1 1 12 Converter 12.14 HP-IB Cable 1 1 1 1 1 12 12.15 HP IEEE-1284 A-B 1 1 1 1 1 12 Parallel Cable 13. INSTALLATION MATERIALS 1 1 1 1 1 12 14. SHELTERS AND RELATED FACILITIES 14.1 Shelter 5 5 5 5 5 60 14.2 Cooling Cabinet 5 5 Shelter (for Mexico) 14.3 Expansion of A/C in 5 5 Shelter (for Mexico) 14.4 Additional Ventilation 5 15 (for USA, Germany & Korea 15. DOCUMENTATION 1 16. CE-MARKS 16.1 Hardware Modification 2 16.2 License Registration 2 Fee 17 SPARE 17.1 Antenna Tracking 1 1 1 1 1 12 Modules 17.2 Antenna Feed Horn 1 1 1 1 1 12 Cover 17.3 C-Band FET LNA Unit 2 17.4 LNA Power Supply 2 17.5 TWT Tube 4 17.6 HPA Spare Parts & 2 Panels
1015 RFT EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- 17.7 PS Module for TX/RX 2 Path Selector 17.8 PS Module for SWO 2 17.9 C-band Up Converter 5 17.10 Pilot Generator 4 17.11 C-band Down Converter 5 17.12 AFC equipment 2 17.13 7G/70MHz D/C 2 17.14 1G/70MHz U/C 5 17.15 1G/70MHz D/C 5 17.16 PC (CPU only) 1 1 1 1 1 1 1 17.17 PS Module for LINE AMP 2 17.18 Time Code Generator 1 1 1 1 1 1 1 17.19 TTC Up Converter with Crystal OSC. 2 17.20 TTC Down Converter with Crystal OSC. 2 17.21 S-band FET LNA 2 17.22 S-band 20W SSPA 2 17.23 S-band Up Converter 2 17.24 S-band Down Converter 2 17.25 VDU 1 1 1 1 1 1 1 17.26 DAU 1 1 1 1 1 1 1 17.27 UIC 1 1 1 1 1 1 1 17.28 AFC (CUIN)-PC 1 1 1 1 1 1 1 17.29 10 MHz Reference 1 1 1 1 1 1 1 Clock Distribution 17.30 EIRP C&M 1 1 1 1 1 1 1 17.31 Optical Fiber TX/RX 2 Unit 17.32 Module for Deicing 2 Facility 18 AXIAL RATIO 1 IMPROVEMENT FOR IOT/2 RFT 19 REMOTE MAINTENANCE 1 SYSTEM FROM JAPAN/ SAN (COMMUNICATION FEE CHARGED, SEPARATELY) 20 BAND PASS FILTER AT 1 1 1 1 1 1 1 LNA INPUT 21 AIR CONDITIONER 1 EXPANSION IN IOT CENTER HUB SOFTWARE LICENCE 1 Oracle RDBMS for RFT 1 1 1 1 1 1 1 1 O&M/simulator OPTION 1. SHELTER OPTION (180 DAYS OPTION) 1.1 Salt Defense for Shelter (per Shelter) 1 1.2 Dust-proof facility (per shelter) 1
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- 17.7 PS Module for TX/RX 2 Path Selector 17.8 PS Module for SWO 2 17.9 C-band Up Converter 5 17.10 Pilot Generator 4 17.11 C-band Down Converter 5 17.12 AFC equipment 2 17.13 7G/70MHz D/C 2 17.14 1G/70MHz U/C 5 17.15 1G/70MHz D/C 5 17.16 PC (CPU only) 1 1 1 1 1 12 17.17 PS Module for 2 LINE AMP 17.18 Time Code Generator 1 1 1 1 1 12 17.19 TTC Up Converter 2 with Crystal OSC. 17.20 TTC Down Converter 2 with Crystal OSC. 17.21 S-band FET LNA 2 17.22 S-band 20W SSPA 2 17.23 S-band Up Converter 2 17.24 S-band Down Converter 2 17.25 VDU 1 1 1 1 1 12 17.26 DAU 1 1 1 1 1 12 17.27 UIC 1 1 1 1 1 12 17.28 AFC (CUIN)-PC 1 1 1 1 1 12 17.29 10 MHz Reference 1 1 1 1 1 12 Clock Distribution 17.30 EIRP C&M 1 1 1 1 1 12 17.31 Optical Fiber TX/RX 2 Unit 17.32 Module for Deicing 2 Facility 18 AXIAL RATIO 1 IMPROVEMENT FOR IOT/2 RFT 19 REMOTE MAINTENANCE 1 SYSTEM FROM JAPAN/ SAN (COMMUNICATION FEE CHARGED, SEPARATELY) 20 BAND PASS FILTER AT 1 1 1 1 1 12 LNA INPUT 21 AIR CONDITIONER 1 EXPANSION IN IOT CENTER HUB SOFTWARE LICENCE 1 Oracle RDBMS for RFT 1 1 1 1 1 13 O&M/simulator OPTION 1. SHELTER OPTION 1 (180 DAYS OPTION) 1.1 Salt Defense for Shelter (per Shelter) 1.2 Dust-proof facility 1 (per shelter)
1016 SBS EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ----------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1 CHANNEL UNIT 1.1 Channel Unit Chassis 18 18 18 18 18 18 18 (CUC) 1.1.1 CUBs (42 RACH + 35 79 79 79 79 79 79 79 Traffic + 2 S-Band) 1.1.2 Slot Processor Module 90 90 90 90 90 90 90 (SPM) 1.1.3 Modulator Demodulator 162 162 162 162 162 162 162 Module (MDM) 1.1.4 Clock Distribution 18 18 18 18 18 18 18 Unit (CDM) 1.1.5 Common Functions 36 36 36 36 36 36 36 Module (CFM) 1.1.6 Channel Unit Rack Base 7 7 7 7 7 7 7 Units 1.1.7 T1 Cables 36 36 36 36 36 36 36 1.1.8 Software Licences 18 18 18 18 18 18 18 1.1.9 Fan Tray 18 18 18 18 18 18 18 2 CHANNEL MANAGER Channel Manager 2 2 2 2 2 2 2 Chassis (ChM) 2.1.1 G.703 Interface 26 26 26 26 26 26 26 2.1.2 Control Processor 22 22 22 22 22 22 22 Modules (CPM) 2.1.2.1 Channel Access Processor 10 10 10 10 10 10 10 (CAP) 2.1.2.2 Channel Control 8 8 8 8 8 8 8 Processor (CCP) 2.1.2.3 Global Resource Process 4 4 4 4 4 4 4 (GRP) 2.1.3 Switching Transcoder 42 42 42 42 42 42 42 Module (STM) 2.1.4 10 Base2 Ethernet 2 2 2 2 2 2 2 2.2 Channel Manager Rack 1 1 1 1 1 1 1 (CMR) w 2 Chassis 2.2.1 Fan 2 2 2 2 2 2 2 2.2.2 Power Distribution Unit 1 1 1 1 1 1 1 2.2.3 E1 Cables 4 4 4 4 4 4 4 2.2.4 Software Licences 2 2 2 2 2 2 2 3 DISTRIBUTION RACKS 3.1 IF Distribution Subsystem 1 1 1 1 1 1 1 (IDS) 3.1.1 SBS Distribution Racks, 4 4 4 4 4 4 4 Tx and Rx 3.2 Clock Distribution 1 1 1 1 1 1 1 Subsystem (CDS) 3.2.1 GPS Receiver w/ Rb 2 2 2 2 2 2 2 Oscillator 3.2.2 10 MHz Outputs (SBS) Multiple Multiple Multiple Multiple Multiple Multiple Multiple 3.2.3 GPS Time Code Outputs Multiple Multiple Multiple Multiple Multiple Multiple Multiple (SBS) 3.2.4 Network Time Server 2 2 2 2 2 2 2 (NTS) 4 INSTALLATION MATERIALS (incis power/signal cables) 4.1 Power Cables 42 42 42 42 42 42 42 4.2 I/F Cables 48 48 48 48 48 48 48 4.3 LAN Cables 28 28 28 28 28 28 28 4.4 Sync Cabling 60 60 60 60 60 60 60 5 SBS OMC 5.1 Hewlett-Packard H60 1 1 1 1 1 1 1 server 5.2 Hewlett-Packard Laser 1 1 1 1 1 1 1 Jet 4Si printer
- ------------------------------------------------------------------------------------------------------------------------------------ SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------- QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ------------------------------------------------------------------------------------------------------------------------------------ HARDWARE 1 CHANNEL UNIT 1.1 Channel Unit Chassis 18 18 18 18 18 216 (CUC) 1.1.1 CUBs (42 RACH + 35 79 79 79 79 79 948 Traffic + 2 S-Band) 1.1.2 Slot Processor Module 90 90 90 90 90 1,080 (SPM) 1.1.3 Modulator Demodulator 162 162 162 162 162 1,944 Module (MDM) 1.1.4 Clock Distribution 18 18 18 18 18 216 Unit (CDM) 1.1.5 Common Functions 36 36 36 36 36 432 Module (CFM) 1.1.6 Channel Unit Rack Base 7 7 7 7 7 84 Units 1.1.7 T1 Cables 36 36 36 36 36 432 1.1.8 Software Licences 18 18 18 18 18 216 1.1.9 Fan Tray 18 18 18 18 18 216 2 CHANNEL MANAGER Channel Manager 2 2 2 2 2 24 Chassis (ChM) 2.1.1 G.703 Interface 26 26 26 26 26 312 2.1.2 Control Processor 22 22 22 22 22 264 Modules (CPM) 2.1.2.1 Channel Access Processor 10 10 10 10 10 120 (CAP) 2.1.2.2 Channel Control 8 8 8 8 8 96 Processor (CCP) 2.1.2.3 Global Resource Process 4 4 4 4 4 48 (GRP) 2.1.3 Switching Transcoder 42 42 42 42 42 504 Module (STM) 2.1.4 10 Base2 Ethernet 2 2 2 2 2 24 2.2 Channel Manager Rack 1 1 1 1 1 12 (CMR) w 2 Chassis 2.2.1 Fan 2 2 2 2 2 24 2.2.2 Power Distribution Unit 1 1 1 1 1 12 2.2.3 E1 Cables 4 4 4 4 4 48 2.2.4 Software Licences 2 2 2 2 2 24 3 DISTRIBUTION RACKS 3.1 IF Distribution Subsystem 1 1 1 1 1 12 (IDS) 3.1.1 SBS Distribution Racks, 4 4 4 4 4 48 Tx and Rx 3.2 Clock Distribution 1 1 1 1 1 12 Subsystem (CDS) 3.2.1 GPS Receiver w/ Rb 2 2 2 2 2 24 Oscillator 3.2.2 10 MHz Outputs (SBS) Multiple Multiple Multiple Multiple Multiple Multiple 3.2.3 GPS Time Code Outputs Multiple Multiple Multiple Multiple Multiple Multiple (SBS) 3.2.4 Network Time Server 2 2 2 2 2 24 (NTS) 4 INSTALLATION MATERIALS (incis power/signal cables) 4.1 Power Cables 42 42 42 42 42 504 4.2 I/F Cables 48 48 48 48 48 576 4.3 LAN Cables 28 28 28 28 28 336 4.4 Sync Cabling 60 60 60 60 60 720 5 SBS OMC 5.1 Hewlett-Packard H60 1 1 1 1 1 12 server 5.2 Hewlett-Packard Laser 1 1 1 1 1 12 Jet 4Si printer
1017 SBS EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ----------------------------------------------------------------------------------------------------------------------------------- 5.3 Hewlett-Packard 712 1 1 1 1 1 1 1 workstation 5.4 Database Management 1 1 1 1 1 1 1 System licence for HP server 5.5 Network Management 1 1 1 1 1 1 1 Framework Software Licence 6 LOCAL SRMS 6.1 Hewlett-Packard K400 2 2 2 2 2 2 2 servers 6.2 Mirror Disk Drives (included in K400 Servers) 6.3 Rack (included in K400 Servers) 6.4 Database Management 1 1 1 1 1 1 1 System Licence for HP Server 7 TEST FIXTURES/TEST EQUIPMENT ( Equipment will be used during the test period at the HNS facilities in India & USA and not at the SAN sites.) 7.1 Channel Unit 7.1.1 CUBS 54 32 7.1.2 Channel Unit Chassis 12 7 (CUC) 7.1.3 Slot Processor Module 60 35 (SPM) 7.1.4 Modulator Distribution 108 63 Module (MDM) 7.1.5 Clock Distribution Unit 12 7 (CDM) 7.1.6 Common Functions Module 24 14 (CFM) 7.1.7 Channel Unit Rack Base 4 3 Units 7.1.8 T1 Cables 24 14 7.1.9 Base Components 7.1.10 Fan Trays 7.1.11 Misc pins, circuit breakers, connectors 7.2 Channel Manager 7.2.1 Channel Manager Chassis 2 2 (ChM) 7.2.2 G.703 Interface 26 26 7.2.3 Control Processor 26 26 Modules (CPM) 7.2.4 Channel Access Processor 10 10 7.2.5 Channel Control 8 8 Processor (CCP) 7.2.6 Global Resource 4 4 Processor (GRP) 7.2.7 Switching Transcoder 42 42 Module (STM) 7.2.8 10 Base2 Ethernet 2 2 7.2.9 Channel Manager Rack 1 1 (CMR) w2 Chassis 7.2.10 Fan 2 2 7.2.11 E1 Cables 20 20 7.3 Processing Equipment 7.3.1 SBS OMC 1 1 7.3.2 Local SRMS 1 1 7.3.3 OPS Console 1 1 7.3.4 Ethernet Switch 1 1 7.4 DISTRIBUTION RACKS 7.4.1 IF Distribution 1 1 Subsystem (IDS)
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ----------------------------------------------------------------------------------------------------- QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ----------------------------------------------------------------------------------------------------------------------------------- 5.3 Hewlett-Packard 712 1 1 1 1 1 12 workstation 5.4 Database Management 1 1 1 1 1 12 System licence for HP server 5.5 Network Management 1 1 1 1 1 12 Framework Software Licence 6 LOCAL SRMS 6.1 Hewlett-Packard K400 2 2 2 2 2 24 servers 6.2 Mirror Disk Drives (included in K400 Servers) 6.3 Rack (included in K400 Servers) 6.4 Database Management 1 1 1 1 1 12 System Licence for HP Server 7 TEST FIXTURES/TEST EQUIPMENT ( Equipment will be used during the test period at the HNS facilities in India & USA and not at the SAN sites.) 7.1 Channel Unit 7.1.1 CUBS 86 7.1.2 Channel Unit Chassis 19 (CUC) 7.1.3 Slot Processor Module 95 (SPM) 7.1.4 Modulator Distribution 171 Module (MDM) 7.1.5 Clock Distribution Unit 19 (CDM) 7.1.6 Common Functions Module 38 (CFM) 7.1.7 Channel Unit Rack Base Units 7.1.8 T1 Cables 7.1.9 Base Components 7.1.10 Fan Trays 7.1.11 Misc pins, circuit breakers, connectors 7.2 Channel Manager 7.2.1 Channel Manager Chassis 4 (ChM) 7.2.2 G.703 Interface 52 7.2.3 Control Processor 52 Modules (CPM) 7.2.4 Channel Access Processor 20 (CAP) 7.2.5 Channel Control 16 Processor (CCP) 7.2.6 Global Resource 8 Processor (GRP) 7.2.7 Switching Transcoder 84 Module (STM) 7.2.8 10 Base2 Ethernet 4 7.2.9 Channel Manager Rack 2 (CMR) w2 Chassis 7.2.10 Fan 4 7.2.11 E1 Cables 40 7.3 Processing Equipment 7.3.1 SBS OMC 2 7.3.2 Local SRMS 2 7.3.3 OPS Console 2 7.3.4 Ethernet Switch 2 7.4 DISTRIBUTION RACKS 7.4.1 IF Distribution 2 Subsystem (IDS)
1018 DERIVA-1.XLS SBS EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ----------------------------------------------------------------------------------------------------------------------------------- 7.4.2 Clock Distribution Subsystem (CDS) 1 1 7.5 Installation Materials including power/signal cables 7.5.1 Power Cables 30 20 7.5.2 I/F Cables 32 24 7.5.3 LAN Cables 2 1 7.5.4 Sync Cabling 40 30 7.6 Power System 1 1 7.7 Specialized Test Equipment 7.7.1 Traffic Burst Generator 1 1 7.7.2 Signaling Burst Generator 1 1 7.7.3 BER Analyzer 2 2 7.7.4 SCAT Test Bed 1 0 7.7.5 Lab Power Suppliers 6 0 7.7.6 RF Combiners/ Splitters 10 5 7.7.7 Misc Baseband Combiners/Splitters 20 5 8 CLOCK DISTRIBUTION SYSTEM 8.1 Engineering Development 71 8.2 Equipment-12 SANs 8.2.1 10 MHz Fiber Optic Outputs 5 Sets 5 Sets 5 Sets 5 Sets 5 Sets 5 Sets 5 Sets 8.2.2 GPS Time Code Fiber Optic Outputs 5 Sets 5 Sets 5 Sets 5 Sets 5 Sets 5 Sets 5 Sets 8.2.3 10 MHz Outputs 3 Sets 3 Sets 3 Sets 3 Sets 3 Sets 3 Sets 3 Sets 8.2.4 IRIG-B Outputs 6 Sets 6 Sets 6 Sets 6 Sets 6 Sets 6 Sets 6 Sets 8.2.5 1 PPS Outputs 2 Sets 2 Sets 2 Sets 2 Sets 2 Sets 2 Sets 2 Sets 8.2.6 GPS Time Code Outputs 2 Sets 2 Sets 2 Sets 2 Sets 2 Sets 2 Sets 2 Sets 9 SYSTEM INTEGRATION SUPPORT FACILITY AT NEC AUSTRALIA ** (**; EQUIPMENT WILL BE USED DURING THE TEST PERIOD AT NEC AUSTRALIA FACILITY AND NOT AT SAN SITE.) 9.1 Engineering Support 9 9.2 Lab Equipment 9.2.1 Channel Unit 10 9.2.2 Channel Manager 2 9.2.3 E1/T1 Cabling 1 Group 9.2.4 LAN Cabling and TAPs 1 Group 9.2.5 Clock Distribution System 1 9.2.6 I/F Distribution System 1 9.2.7 Traffic Burst Generator 4 9.2.8 Signaling Burst Generator 1 10 SBS DC POWER SYSTEM (AC/DC CONVERTERS & 2 HR) 1 1 1 1 1 1 1 10.1 Battery Bank 1 1 1 1 1 1 1 10.2 Rectifier Rack 1 1 1 1 1 1 1 10.3 Power Distribution Rack 1 1 1 1 1 1 1 10.4 Installation Materials 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------------ QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ----------------------------------------------------------------------------------------------------------------------------------- 7.4.2 Clock Distribution Subsystem (CDS) 2 7.5 Installation Materials including power/signal cables 7.5.1 Power Cables 50 7.5.2 I/F Cables 56 7.5.3 LAN Cables 3 7.5.4 Sync Cabling 70 7.6 Power System 2 7.7 Specialized Test Equipment 7.7.1 Traffic Burst Generator 2 7.7.2 Signaling Burst Generator 2 7.7.3 BER Analyzer 4 7.7.4 SCAT Test Bed 1 7.7.5 Lab Power Suppliers 6 7.7.6 RF Combiners/ Splitters 15 7.7.7 Misc Baseband Combiners/Splitters 25 8 CLOCK DISTRIBUTION SYSTEM 8.1 Engineering Development 8.2 Equipment-12 SANs 8.2.1 10 MHz Fiber Optic Outputs 60 Sets 8.2.2 GPS Time Code Fiber Optic Outputs 60 Sets 8.2.3 10 MHz Outputs 36 Sets 8.2.4 IRIG-B Outputs 72 Sets 8.2.5 1 PPS Outputs 24 Sets 8.2.6 GPS Time Code Outputs 24 Sets 9 SYSTEM INTEGRATION SUPPORT FACILITY AT NEC AUSTRALIA (**; EQUIPMENT WILL BE USED DURING THE TEST PERIOD AT NEC AUSTRALIA FACILITY AND NOT AT SAN SITE.) 9.1 Engineering Support 9 9.2 Lab Equipment 9.2.1 Channel Unit 10 9.2.2 Channel Manager 2 9.2.3 E1/T1 Cabling 1 Group 9.2.4 LAN Cabling and TAPs 1 Group 9.2.5 Clock Distribution System 1 9.2.6 I/F Distribution System 1 9.2.7 Traffic Burst Generator 4 9.2.8 Signaling Burst Generator 1 10 SBS DC POWER SYSTEM (AC/DC CONVERTORS & 2 HR) 1 1 1 1 1 12 10.1 Battery Bank 1 1 1 1 1 12 10.2 Rectifier Rack 1 1 1 1 1 12 10.3 Power Distribution Rack 1 1 1 1 1 12 10.4 Installation Materials 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot 12 Lots
1019 DERIVA-1.XLS SBS EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ----------------------------------------------------------------------------------------------------- QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ----------------------------------------------------------------------------------------------------------------------------------- 11 CE MARK COMPLIANCE FOR SAN CHM, CU, IF DISTRIBUTION & CLOCK DISTRIBUTION NOTE: ONE SITE QUALIFIED TO MEET CE PER EN55022 CLASS A 11.1 Engineering Development 139 11.2 Test & Certification 7 7 11.3 Equipment 12 SPARE PARTS 12.1 Channel Unit Chassis 12.1.1 Slot Processor Module (SPM) 5 5 5 5 5 5 5 12.1.2 Modulator Demodulator Module (MDM) 10 10 10 10 10 10 10 12.1.3 Clock Distribution Unit (CDM) 2 2 2 2 2 2 2 12.1.4 Common Functions Module (CFM) 3 3 3 3 3 3 3 12.1.5 T1 Cables 1 1 1 1 1 1 1 12.1.6 Channel Unit Rack Base Components 3 Lots 3 Lots 3 Lots 3 Lots 3 Lots 3 Lots 3 Lots 12.1.7 Fan Trays 2 2 2 2 2 2 2 12.2 Channel Manager Chassis 12.2.1 G-703 Interface 3 3 3 3 3 3 3 12.2.2 Control Processor Modules used for 3 3 3 3 3 3 3 CAPs, CCPs & GRPs 12.2.3 Switching Transcoder Module (STM) 6 6 6 6 6 6 6 12.2.4 10 Base2 Ethernet 1 1 1 1 1 1 1 12.2.5 Fan 1 1 1 1 1 1 1 12.2.6 E1 Cables 1 1 1 1 1 1 1 12.2.7 Power Distribution Unit Components 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot 12.3 Clock Distribution Subsystem 12.3.1 GPS Receiver w/Rb Oscillator 1 1 1 1 1 1 1 12.3.2 10 MHz Outputs (SBS) 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.3.3 GPS Time Code Outputs (SBS) 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.3.4 Network Time Server 1 1 1 1 1 1 1 12.4 IF Distribution Subsystem 12.4.1 SBS Tx Distribution Modules 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.4.2 SBS Rx Distribution Modules 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.5 Clock Distribution Equipment 12.5.1 10 MHz Fiber Optic Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.5.2 GPS Time Code Fiber Optic Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.5.3 10 MHz Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.5.4 IRIG-B Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.5.5 1 PPS Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 12.5.6 GPS Time Code Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 1 Set 13 TESTER 13.1 AI Validation Tool (SDL) 1 Engineering Development 96 Materials 1 14 HARDWARE ITEM FOR 60/61 DAYS OPTION 14.1 Implementation of Service Area in SBS 1 1 1 1 1 1 1
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL FOR FOR FOR FOR FOR PRIMARY BACKUP ITEM DESCRIPTION MEXICO UAE INDONESIA CHINA KOREA NO. (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ----------------------------------------------------------------------------------------------------- QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs QTY/MMs - ----------------------------------------------------------------------------------------------------------------------------------- 11 CE MARK COMPLIANCE FOR SAN CHM, CU, IF DISTRIBUTION & CLOCK DISTRIBUTION NOTE: ONE SITE QUALIFIED TO MEET CE PER EN55022 CLASS A 11.1 Engineering Development 139 11.2 Test & Certification 14 11.3 Equipment 12 SPARE PARTS 12.1 Channel Unit Chassis 12.1.1 Slot Processor Module (SPM) 5 5 5 5 5 60 12.1.2 Modulator Demodulator Module (MDM) 10 10 10 10 10 10 120 12.1.3 Clock Distribution Unit (CDM) 2 2 2 2 2 24 12.1.4 Common Functions Module (CFM) 3 3 3 3 3 36 12.1.5 T1 Cables 1 1 1 1 1 12 12.1.6 Channel Unit Rack Base Components 3 Lots 3 Lots 3 Lots 3 Lots 3 Lots 36 Lots 12.1.7 Fan Trays 2 2 2 2 2 24 12.2 Channel Manager Chassis 12.2.1 G.703 Interface 3 3 3 3 3 3 36 12.2.2 Control Processor Modules used for CAPs, CCPs & GRPs 3 3 3 3 3 3 36 12.2.3 Switching Transcoder Module (STM) 6 6 6 6 6 72 12.2.4 10 Base2 Ethernet 1 1 1 1 1 12 12.2.5 Fan 1 1 1 1 1 12 12.2.6 E1 Cables 1 1 1 1 1 12 12.2.7 Power Distribution Unit Components 1 Lot 1 Lot 1 Lot 1 Lot 1 Lot 12 Lots 12.3 Clock Distribution Subsystem 12.3.1 GPS Receiver w/Rb Oscillator 1 1 1 1 1 12 12.3.2 10 MHz Outputs (SBS) 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.3.3 GPS Time Code Outputs (SBS) 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.3.4 Network Time Server 1 1 1 1 1 12 12.4 IF Distribution Subsystem 12.4.1 SBS Tx Distribution Modules 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.4.2 SBS Rx Distribution Modules 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.5 Clock Distribution Equipment 12.5.1 10 MHz Fiber Optic Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.5.2 GPS Time Code Fiber Optic Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.5.3 10 MHz Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.5.4 IRIG-B Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.5.5 1 PPS Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 12.5.6 GPS Time Code Outputs 1 Set 1 Set 1 Set 1 Set 1 Set 12 Sets 13 TESTER 13.1 AI Validation Tool (SDL) 1 Engineering Development Materials 96 Materials 1 14 HARDWARE ITEM FOR 60/61 DAYS OPTION 14.1 Implementation of Service Area in SBS 1 1 1 1 1 12
1020 SBS EQUIPMENT LIST
SAN SAN SAN SAN SAN SAN SAN SAN ITEM DESCRIPTION FOR ICO-NET FOR USA FOR FOR FOR SOUTH FOR INDIA FOR CHILE FOR BRAZIL NO. (TYPE 2) AUSTRALIA GERMANY AFRICA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) ------------------------------------------------------------------------------------------------------ Qty/MMs Qty/MMs Qty/MMs Qty/MMs Qty/MMs Qty/MMs Qty/MMs Qty/MMs - ------------------------------------------------------------------------------------------------------------------------------------ 14.2 Service Area Based on 1 1 1 1 1 1 1 Frequency Assignment 14.3 Service Area mapping 1 1 1 1 1 1 1 using guard band 14.4 2 Satellite position 1 1 1 1 1 1 1 determination using differential delay SOFTWARE LICENCE OPTIONS
SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR MEXICO FOR UAE FOR FOR CHINA FOR KOREA PRIMARY BACK-UP NO. (TYPE 2) (TYPE 2) INDONESIA (TYPE 2) (TYPE 1) (TYPE 2) ------------------------------------------------------------------------------------------------------ Qty/MMs Qty/MMs Qty/MMs Qty/MMs Qty/MMs Qty/MMs Qty/MMs - ------------------------------------------------------------------------------------------------------------------------------------ 14.2 Service Area Based on 1 1 1 1 1 12 Frequency Assignment 14.3 Service Area mapping 1 1 1 1 1 12 using guard band 14.4 2 Satellite position 1 1 1 1 1 12 determination using differential delay SOFTWARE LICENCE Included in Hardware OPTIONS
1021 SHEET 1 SWITCH EQUIPMENT LIST
SAN SAN SAN SAN SAN SAN SAN SAN ITEM DESCRIPTION FOR ICO-NET FOR USA FOR FOR FOR SOUTH FOR INDIA FOR CHILE FOR BRAZIL NO. (TYPE 2) AUSTRALIA GERMANY AFRICA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) ------------------------------------------------------------------------------------------------------ Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty - ------------------------------------------------------------------------------------------------------------------------------------ HARDWARE 1 MSSC hardware 1.1 GSS Cabinet 1.1.1 GSS-1 1.1.1.1 TSM magazine (dupl) 5 5 5 5 5 5 5 1.1.1.2 TSM - Cabinet incl. 2 2 2 2 2 2 2 cables 1.1.1.3 RP - pair included in 1 1 1 1 1 1 1 TSM-cabinet 1.1.2 GSS-2 1.1.2.1 SPM magazine 4K (dupl) 1 1 1 1 1 1 1 1.1.2.2 SPM magazine 8K (dupl) 0 0 0 0 0 0 0 1.1.3 GSS-3 1.1.3.1 Clock Modules (triplet) 1 1 1 1 1 1 1 for TSM size<14k 1.1.3.2 Clock Modules (triplet) 0 0 0 0 0 0 0 for TSM size<14k and <32k 1.1.3.3 ICM magazine 2 2 2 2 2 2 2 1.1.3.4 RSM magazine 1 1 1 1 1 1 1 1.1.3.5 RCF 1 1 1 1 1 1 1 1.1.3.6 SPM - Cabinet incl. cables 1 1 1 1 1 1 1 1.1.3.7 RP - pair in CLM - cabinet 1 1 1 1 1 1 1 1.1.3.8 CLM - Cabinet incl. cables 1 1 1 1 1 1 1 1.2 TSS Cabinet 1.2.1 TSS-1 1.2.1.1 ETC magazine incl. 2 ETC 5 6 6 6 5 5 5 1.2.1.2 ETC board 29 37 37 37 29 29 29 1.2.1.3 ETC - Cabinet incl. cables 1 1 1 1 1 1 1 1.2.1.4 RP - Pair in ETC cabinet 3 3 3 3 3 3 3 1.2.1.5 EC256 magazine incl. 2 EC 0 0 0 0 0 0 0 1.2.1.6 EC256 Board 0 0 0 0 0 0 0
SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR MEXICO FOR UAE FOR FOR CHINA FOR KOREA PRIMARY BACK-UP NO. (TYPE 2) (TYPE 2) INDONESIA (TYPE 2) (TYPE 1) (TYPE 2) ----------------------------------------------------------------------------------------------------- Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty Q'ty - ------------------------------------------------------------------------------------------------------------------------------------ HARDWARE 1 MSSC hardware 1.1 GSS Cabinet 1.1.1 GSS-1 1.1.1.1 TSM magazine (dupl) 5 5 5 5 5 60 1.1.1.2 TSM - Cabinet incl. 2 2 2 2 2 24 cables 1.1.1.3 RP - pair included in 1 1 1 1 1 12 TSM-cabinet 1.1.2 GSS-2 1.1.2.1 SPM magazine 4K (dupl) 1 1 1 1 1 12 1.1.2.2 SPM magazine 8K (dupl) 0 0 0 0 0 0 1.1.3 GSS-3 1.1.3.1 Clock Modules (triplet) 1 1 1 1 1 12 for TSM size<14k 1.1.3.2 Clock Modules (triplet) 0 0 0 0 0 0 for TSM size<14k and <32k 1.1.3.3 ICM magazine 2 2 2 2 2 24 1.1.3.4 RSM magazine 1 1 1 1 1 12 1.1.3.5 RCF 1 1 1 1 1 12 1.1.3.6 SPM - Cabinet incl. cables 1 1 1 1 1 12 1.1.3.7 RP - pair in CLM - cabinet 1 1 1 1 1 12 1.1.3.8 CLM - Cabinet incl. cables 1 1 1 1 1 12 1.2 TSS Cabinet 1.2.1 TSS-1 1.2.1.1 ETC magazine incl. 2 ETC 5 5 5 5 6 64 1.2.1.2 ETC board 29 29 29 29 37 380 1.2.1.3 ETC - Cabinet incl. cables 1 1 1 1 1 12 1.2.1.4 RP - Pair in ETC cabinet 3 3 3 3 3 36 1.2.1.5 EC256 magazine incl. 2 EC 0 0 0 0 0 0 1.2.1.6 EC256 Board 0 0 0 0 0 0
Page 1 1022 Sheet 1
1.2.1.7 ECC Board 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.1.8 ETC magazine incl. 2 ETC for BCC, ECD 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.1.9 ETC board for ECC, ECD 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.1.10 ETC/ECC/ECD - cabinet incl. cables 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.1.11 RP - Pair in BTC/ ECC/ECD - cabinet 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.2 TSS-2 1.2.2.1 ECHO magazine incl. 4EC 3 3 3 3 3 3 3 3 3 3 3 3 36 1.2.2.2 RP Pairs for Echo Cancelling 1 1 1 1 1 1 1 1 1 1 1 1 12 1.2.2.3 Echo Canceller Cabinets 1 1 1 1 1 1 1 1 1 1 1 1 12 1.2.3 TSS-3 0 1.2.3.1 CCD 32 channels 4 4 4 4 4 4 4 4 4 4 4 4 48 1.2.3.2 Digital Announcement M/c, AST-DR 2 2 2 2 2 2 2 2 2 2 2 2 24 1.2.3.3 RSM, Remote Sub- scriber Multiplexor 1 1 1 1 1 1 1 1 1 1 1 1 12 1.2.3.4 CSK-D, Code Sender Keyset Digital 2 2 2 2 2 2 2 2 2 2 2 2 24 1.2.3.5 ETC magazine incl. 2 ETC 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.3.6 EC256 magazine incl. 2ECC 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.3.7 ECC magazine incl. 2 ECC 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.3.8 Cabinet for CCD, AST-DR, RSM, CSK-D, 2 2 2 2 2 2 2 2 2 2 2 2 24 1.2.3.9 ECC, ECD, ETC. incl. cables 0 1.2.3.10 RO-Pair in CCD - cabinet 2 2 2 2 2 2 2 2 2 2 2 2 24 1.2.3.11 Test connection interface, KEP Box 1 1 1 1 1 1 1 1 1 1 1 1 12 1.2.3.12 Code answering magazine, CANS 1 1 1 1 1 1 1 1 1 1 1 1 12 1.2.3.13 PCD for Code answer- ing or Test connection 2 2 2 2 2 2 2 2 2 2 2 2 24 1.2.3.14 Key Tone Receiver,KR 0 0 0 0 0 0 0 0 0 0 0 0 0 1.2.3.15 Cabinet for CANS, TCON, KR incl. cables 1 1 1 1 1 1 1 1 1 1 1 1 12 1.2.3.16 RP-Pair in TCON- cabinet 2 2 2 2 2 2 2 2 2 2 2 2 24 1.3 CPS Cabinet 1.3.1 Central processor group, APZ212 and interface for 8 RP- buses
Page 2 1023 Sheet 1
1.3.1.1 APZ 21220 1 1 1 1 1 1 1 1 1 1 1 1 12 1.3.1.2 PS/DS Memory (4MW Dupl.) 0 0 0 0 0 0 0 0 0 0 0 0 0 1.3.1.3 PS Memory (16MW Dupl.) 0 0 0 0 0 0 0 0 0 0 0 0 0 1.3.1.4 DS Memory (16MW Dupl.) 0 0 0 0 0 0 0 0 0 0 0 0 0 1.3.1.5 PS Memory (64MW Dupl.) 1 1 1 1 1 1 1 1 1 1 1 1 12 1.3.1.6 DS Memory (64MW Dupl.) 2 2 2 2 2 2 2 2 2 2 2 2 24 1.3.1.7 RP Bus Interface Boards (additional) 0 0 0 0 0 0 0 0 0 0 0 0 0 1.3.1.8 Cabinet for APZ incl. cables 2 2 2 2 2 2 2 2 2 2 2 2 24 1.4 IOG Cabinet 1.4.1 IOG 11B5 (CP5) in- cluding 8 MB WSU and 2 HDD and 1 FDD per side including Alarm interface for 8 ex- ternal Alarms and one Alarm Panel and CPT connection 1 1 1 1 1 1 1 1 1 1 1 1 12 1.4.2 IOG 11B5 (CP5) ex- tension group includ- ing 8 MB WSU and 2HDD and 1 FDD per side 1.4.3 X25 Cable Sets 1.4.4 V24I1, 4 V.24 inter- faces incl. control equipment for 8V.24- interfaces (alt. V.26) 2 2 2 2 2 2 2 2 2 2 2 2 24 1.4.5 Cabinet for IOG-11 4 4 4 4 4 4 4 4 4 4 4 4 48 1.5 MTG Cabinet 1.5.1 Magnetic Tape Group MTG10 incl. basic equipment and 1 TEAC MT-1000 1 1 1 1 1 1 1 1 1 1 1 1 12 1.5.2 Cabinet for MTG 10 1 1 1 1 1 1 1 1 1 1 1 1 12 1.6 GIWU Cabinet 1.6.1 Interworking Unit (WU) For 15 channels 3 3 3 3 3 3 3 3 3 3 3 3 36 1.6.2 Cabinet for IWU incl. cables 1 1 1 1 1 1 1 1 1 1 1 1 12 1.6.3 O&M Terminal for IWO 0 0 0 0 0 0 0 0 0 0 0 0 0 1.7 CCS Cabinet 1.7.1 C7 signalling terminal 20 32 32 32 20 20 20 20 20 20 20 32 288 1.7.2 PCD-D for signalling terminal 4 8 8 8 4 4 4 4 4 4 4 8 64
Page 3 1024 Sheet 1
1.7.3 Cabinet for C7 - 1 2 2 2 1 1 1 1 1 1 1 2 16 terminals incl. cables 1.7.4 RP - Pair in C7 cabinet 10 16 16 16 10 10 10 10 10 10 10 16 144 1.8 WORK STATION 1.8.1 Visual Display 2 2 2 2 2 2 2 2 2 2 2 2 24 1.8.2 Printer 2 2 2 2 2 2 2 2 2 2 2 2 24 1.8.3 Alarm Panel 1 1 1 1 1 1 1 1 1 1 1 1 12 2 HPN 1 1 1 1 1 1 1 1 1 1 1 1 12 2.1 Sun Ultra 2/ 1200 Server 2 2 2 2 2 2 2 2 2 2 2 2 24 with SS#7 interface board including 200MHz, 64Mb RAM, 2.1 Gbyte Disk or equivalent system 2.2 HPN Transmit Channel Unit 5 5 5 5 5 5 5 5 5 5 5 5 60 2.3 HPN Acknowledgement 10 10 10 10 10 10 10 10 10 10 10 10 120 Channel Unit 2.4 Power Supply 4 4 4 4 4 4 4 4 4 4 4 4 48 2.5 IF distribution (supports 1 1 1 1 1 1 1 1 1 1 1 1 12 dual polarization) 2.6 Fan Tray 1 1 1 1 1 1 1 1 1 1 1 1 12 2.7 12 port Ethernet Hub 2 2 2 2 2 2 2 2 2 2 2 2 24 2.8 Rack Mounting 1 1 1 1 1 1 1 1 1 1 1 1 12 3 AuC/EIR (capacity for 1 1 500k subs) 4 HLR for maximum 500K 1 1 subscribers 4.1 Trunk and Signalling 1 1 hardware 4.2 Central Processor 1 1 hardware 4.3 Input/Output & Mag. 1 1 Tape Group hardware 4.4 Miscellaneous 1 1 5 DC Non-break System (AC/DC Converter with 2-hour battery) 5.1 Hardware 2 1 1 1 1 1 1 1 1 1 1 1 1 14 6 OSS (main plus back- up) 6.1 HW Conf 3 (3 servers + 1 work station) 1 1 2
Page 4 1025 Sheet 1
6.2 Work Station 1 1 1 1 1 1 1 1 1 1 1 1 12 6.3 Disk mirror conf 3 1 1 1 Lot 6.4 Integration fee conf 3 1 1 1 Lot 7 DOCUMENTATION incl. incl. incl. incl. incl. incl. incl. incl. incl. incl. incl. incl. incl. incl. 8 SPARES 8.1 MSSC 1 1 1 1 1 1 1 1 1 1 1 1 12 8.2 HLR 1 1 8.3 DC Non-break System 2 1 1 1 1 1 1 1 1 1 1 1 1 14 9 OSS 9.1 Maps for NSP 1 1 2 9.2 Remote Access set-up 1 1 1 1 1 1 1 1 1 1 1 1 12 10 ILR IS-41 10.1 ILR FOR IS.41-ICO 1 1 10.2 DC Non-break System for 1 1 item 10.1 10.3 ILR FOR ICO-IS.41 1 1 10.4 DC Non-break System for 1 1 item 10.3 11 TRILOGUE INFINITY 11.1 Hardware and Software Licence (170k subs stage 1=one-third capacity) 11.1.1 INfinity Base Hardware 1 1 11.1.2 Multi-Media Units (Telephony Servers) 1 1 11.1.3 Messaging & Storage Units (Message Servers) 1 1 11.1.4 SS#7 Network Signaling 1 1 (Redundant) 11.1.5 INfinity SMSC 1 1 11.1.6 Fax Application 1 1 11.1.7 E-mail 1 1 11.1.8 Interface to Administration Host 1 1 11.1.9 Interface to Billing Host 1 1 11.2 DC Non-break System 1 1 (with spare) 11.3 Spares 1 1 12 LEGAL INTERCEPTION
Page 5 1026 Sheet 1 12.1 LIAS 1 1 1 1 1 1 1 1 1 12.3 LIMS 1 12.3 Monitoring center back end 1 system for testing 13 PCS/HPN Modem 13.1 HPN PCS Modem 1 1 1 1 1 1 1 1 1 SOFTWARE LICENCE 1 MSSC 35 ETCs 45 ETCs 45 ETCs 45 ETCs 35 ETCs 35 ETCs 35 ETCs 35 ETCs 35 ETCs 2 HPN 1 1 1 1 1 1 1 1 1 3 AuC/EIR Software 50k subs 1 4 HLR Software for 50k subs 1 5 OSS 5.1 Features (AuC/EIR alarm handling, MXE alarm, Telnet) 5.2 Text file alarm adaption 5.3 License fee conf 3 5.4 MSSC, HLR, ILR connection fee 6. ILR IS-41 6.1 Software Licence for IS.41-ICO 50k subs 6.2 Software Licence for ICO-IS.41 50k subs 7 Trilogue INfinity 1 8 Legal Interception 1 9 PCS/HPN Modem 1 OPTIONS 4 GPC-BASED PDC-ICO 4.1 GPC PDC to ICO ILR 1 Hardware & Software
12.1 LIAS 1 1 1 12 12.3 LIMS 1 12.3 Monitoring center back end 1 system for testing 13 PCS/HPN Modem 13.1 HPN PCS Modem 1 1 1 12 SOFTWARE LICENCE 1 MSSC 35 ETCs 35 ETCs 45 ETCs 460 ETCs 2 HPN 1 1 1 12 3 AuC/EIR Software 50k subs 1 4 HLR Software for 50k subs 1 5 OSS 5.1 Features (AuC/EIR alarm 2 2 handling, MXE alarm, Telnet) 5.2 Text file alarm adaption 1 1 2 5.3 License fee conf 3 1 1 2 5.4 MSSC, HLR, ILR connection fee 1 1 6. ILR IS-41 6.1 Software Licence for IS.41-ICO 50k subs 6.2 Software Licence for ICO-IS.41 50k subs 7 Trilogue INfinity 1 8 Legal Interception 1 9 PCS/HPN Modem 1 OPTIONS 4 GPC-BASED PDC-ICO 4.1 GPC PDC to ICO ILR Hardware & Software
Page 6 1027 Sheet 1 4.2 AXE 10 based IMSC Hardware 1 & Software 4.3 Software Licence 1 subtotal of above items 4.1, 4.2 and 4.3 For 50,000 subscribers 1 software licence For 100,000 subscribers software licence For 200,000 subscribers software licence 5 GPC-BASED ICO-PDC 5.1 GPC ICO to PDC ILR 1 Hardware & Software 5.2 Software Licence 1 subtotal of above items 5.1 and 5.2 For 50,000 subscribers 1 software licence For 100,000 subscribers software licence For 200,000 subscribers software licence 6 GPC-BASED GSM-ICO 6.1 GPC GSM to ICO ILR 1 Hardware & Software 6.2 Software Licence 1 subtotal of above items 6.1 and 6.2 For 50,000 subscribers 1 software licence For 100,000 subscribers software licence For 200,000 subscribers software licence
4.2 AXE 10 based IMSC Hardware & Software 4.3 Software Licence subtotal of above items 4.1, 1 4.2 and 4.3 For 50,000 subscribers software licence For 100,000 subscribers software licence For 200,000 subscribers software licence 5 GPC-BASED ICO-PDC 5.1 GPC ICO to PDC ILR Hardware & Software 5.2 Software Licence subtotal of above items 5.1 and 1 5.2 For 50,000 subscribers software licence For 100,000 subscribers software licence For 200,000 subscribers software licence 6 GPC-BASED GSM-ICO 6.1 GPC GSM to ICO ILR Hardware & Software 6.2 Software Licence subtotal of above items 6.1 and 6.2 For 50,000 subscribers 1 software licence For 100,000 subscribers software licence For 200,000 subscribers software licence
Page 7 1028 TNM EQUIPMENT LIST
SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR SOUTH FOR FOR FOR ITEM NO. DESCRIPTION FOR ICO- FOR USA AUSTRALIA GERMANY AFRICA INDIA CHILE BRAZIL NET (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ---------------------------------------------------------------------------------- Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ------------------------------------------------------------------------------------------------------------------------------------ HARDWARE 1 TERRESTRIAL NETWORK MANAGEMENT (TNM) 1.1 TNM COMPUTER (RPC) 1 1 1 1 1 1 1 1.1.1 MMI Sparc Station 5 including 20" 2 2 2 2 2 2 2 Monitor, Graphics Adaptor, 1.44 MB FDD, 64MB MM, 1GB HD, Ethernet interface 10BT & 100BT and cables 1.1.2 Sparc 1000 with 2 processors, 512MB 2 2 2 2 2 2 2 MM, 5GB HD, Ethernet Interfaces, 8mm Tape Drive and CD ROM Drive 1.1.3 E1 Interface 2 2 2 2 2 2 2 1.2 HI SPEED PRINTER -HP LASERJET 4MV 1 1 1 1 1 1 1 1.3 ETHERNET HUBS/ROUTERS AND ACCESSORIES 1 1 1 1 1 1 1 2 VOCODER/MUX 2.1 VOCODER/MUX UNIT 1 1 1 1 1 1 1 2.1.1 Vocoder/Mux Card 50 50 50 50 50 50 50 2.1.2 Control Card 7 7 7 7 7 7 7 2.1.3 19" 6RU Shelf 7 7 7 7 7 7 7 2.1.4 Power Supply Shelf 7 7 7 7 7 7 7 2.1.5 Fan Unit 7 7 7 7 7 7 7 2.1.6 19" C&C Rack 4 4 4 4 4 4 4 2.1.7 Royality 1 1 1 1 1 1 1 2.2 INSTALLATION MATERIALS 1 1 1 1 1 1 1 3 DIGITAL COMMUNICATION NETWORK 3.1 SAN - 2 PORT 3.1.1 Switching Hub/Router 1 1 1 1 3.1.1.1 Ethernet Switch 2 2 2 2 3.1.1.2 Dual Ethernet Port Cards (Included in 3.1.1.1) 3.1.1.3 Hub 10Bt 4 4 4 4 3.1.2 Compression 3.1.2.1 Compression 4 4 4 4
SAN SAN SAN FOR SAN SAN NMC NMC ITEM NO. DESCRIPTION FOR MEXICO FOR UAE INDONESIA FOR CHINA FOR KOREA PRIMARY BACK-UP TOTAL (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - -------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1 TERRESTRIAL NETWORK MANAGEMENT (TNM) 1.1 TNM COMPUTER (RPC) 1 1 1 1 1 12 1.1.1 MMI Sparc Station 5 including 20" 2 2 2 2 2 24 Monitor, Graphics Adaptor, 1.44 MB FDD, 64MB MM, 1GB HD, Ethernet interface 10BT & 100BT and cables 1.1.2 Sparc 1000 with 2 processors, 512MB 2 2 2 2 2 24 MM, 5GB HD, Ethernet Interfaces, 8mm Tape Drive and CD ROM Drive 1.1.3 E1 Interface 2 2 2 2 2 24 1.2 HI SPEED PRINTER -HP LASERJET 4MV 1 1 1 1 1 12 1.3 ETHERNET HUBS/ROUTERS AND ACCESSORIES 1 1 1 1 1 12 2 VOCODER/MUX 2.1 VOCODER/MUX UNIT 1 1 1 1 1 12 2.1.1 Vocoder/Mux Card 50 50 50 50 50 600 2.1.2 Control Card 7 7 7 7 7 84 2.1.3 19" 6RU Shelf 7 7 7 7 7 84 2.1.4 Power Supply Shelf 7 7 7 7 7 84 2.1.5 Fan Unit 7 7 7 7 7 84 2.1.6 19" C&C Rack 4 4 4 4 4 48 2.1.7 Royality 1 1 1 1 1 12 2.2 INSTALLATION MATERIALS 1 1 1 1 1 12 3 DIGITAL COMMUNICATION NETWORK 3.1 SAN - 2 PORT 3.1.1 Switching Hub/Router 1 1 1 1 1 8 3.1.1.1 Ethernet Switch 2 2 2 2 2 16 3.1.1.2 Dual Ethernet Port Cards (Included in 3.1.1.1) 3.1.1.3 Hub 10t 4 4 4 4 4 32 3.1.2 Compression 3.1.2.1 Compression 4 4 4 4 4 32
1029 TNM EQUIPMENT LIST
SAN SAN SAN SAN FOR FOR FOR SOUTH SAN SAN SAN FOR ICO- FOR USA AUSTRALIA GERMANY AFRICA FOR INDIA FOR CHILE FOR BRAZIL ITEM NET (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) NO. DESCRIPTION Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ------------------------------------------------------------------------------------------------------------------------------------ 3.1.3 Installation Materials 3.1.3.1 19" Rack 1 1 1 1 3.1.3.2 Cables 1 1 1 1 3.1.3.3 Hardware 1 1 1 1 3.2 SAN - 3 PORTS 3.2.1 Switching Hub/Router 1 1 1 3.2.1.1 Ethernet Switch 2 2 2 3.2.1.2 Dual Ethernet Port Cards (Included in 3.2.1.1) 3.2.1.3 Hub 10Bt 4 4 4 3.2.2 Compression 3.2.2.1 Compression 7 7 7 3.2.3 Installation Materials 3.2.3.1 19" Rack 1 1 1 3.2.3.2 Cables 1 1 1 3.2.3.3 Hardware 1 1 1 3.3 NETWORK MANAGEMENT CENTRE (NMC) 3.3.1 DCN Hub/Router 3.3.1.1 Dual Ethernet Port Cards (Refer to 3.3.3.4) 3.3.1.2 Hub 10Bt 3.3.2 Compression 3.3.2.1 Compression 3.3.3 Installation Materials 3.3.3.1 19" Rack 3.3.3.2 Cables 3.3.3.3 Hardware 3.3.3.4 Mux Cards 3.3.3.5 RPN/RPC Processor 3.3.3.6 19" 6RU Shelf 3.3.3.7 RPC Power Supply 3.3.3.8 Fan Units 4 DOCUMENTATION 1 1 1 1 1 1 1 1 5 SPARES 5.1 Vocoder/Mux 5.1.1 Vocoder/Mux Card 9 5.1.2 Control Card 3 5.1.3 Power Supply Shelf 3 5.1.4 Fan Unit 3 5.2 Digital Communication Network 5.2.1 SAN 5.2.1.1 Switching Hub/Router 5.2.1.1.1 Ethernet Switch 6
SAN NMC NMC SAN SAN FOR SAN SAN PRIMARY BACK-UP TOTAL FOR MEXICO FOR UAE INDONESIA FOR CHINA FOR KOREA ITEM (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) NO. DESCRIPTION Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ------------------------------------------------------------------------------------------------------------------------------ 3.1.3 Installation Materials 3.1.3.1 19" Rack 1 1 1 1 8 3.1.3.2 Cables 1 1 1 1 8 3.1.3.3 Hardware 1 1 1 1 8 3.2 SAN - 3 PORTS 3.2.1 Switching Hub/Router 1 4 3.2.1.1 Ethernet Switch 2 8 3.2.1.2 Dual Ethernet Port Cards (Include in 3.2.1.1) 3.2.1.3 Hub 10Bt 4 16 3.2.2 Compression 3.2.2.1 Compression 7 28 3.2.3 Installation Materials 3.2.3.1 19" Rack 1 4 3.2.3.2 Cables 1 4 3.2.3.3 Hardware 1 4 3.3 NETWORK MANAGEMENT CENTRE (NMC) 1 1 2 3.3.1 DCN Hub/Router 3.3.1.1 Dual Ethernet Port Cards (Refer to 3.3.3.4) 3.3.1.2 Hub 10Bt 2 2 4 3.3.2 Compression 3.3.2.1 Compression 2 2 4 3.3.3 Installation Materials 3.3.3.1 19" Rack 1 1 2 3.3.3.2 Cables 1 1 2 3.3.3.3 Hardware 1 1 2 3.3.3.4 Mux Cards 5 5 10 3.3.3.5 RPN/RPC Processor 2 2 4 3.3.3.6 19" 6RU Shelf 2 2 4 3.3.3.7 RPC Power Supply 2 2 4 3.3.3.8 Fan Units 2 2 4 4 DOCUMENTATION 1 1 1 1 1 1 1 15 5 SPARES 5.1 Vocoder/Mux 5.1.1 Vocoder/Mux Card 5.1.2 Control Card 5.1.3 Power Supply Shelf 5.1.4 Fan Unit 5.2 Digital Communication Network 5.2.1 SAN 5.2.1.1 Switching Hub/Router 5.2.1.1.1 Ethernet Switch
1030 TNM EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- 5.2.1.1.2 Dual Ethernet Port Cards(included in 5.2.1.1.1) 5.2.1.1.3 Hub 10Bt 6 5.2.1.2 Compression 5.2.1.2.1 Compression 3 6 INTERMEDIATE DISTRIBUTION FRAME 1 1 1 1 1 1 1 SOFTWARE LICENCE 1 TNM Software Licence 1 1 1 1 1 1 1 2 Solaris Software Licences for TNM 1 1 1 1 1 1 1 2.1 Solaris Operating System with Media 1 2.2 Solaris Operating System without Media 1 1 1 1 1 1 2.3 Solstice - Runtime 1 1 1 1 1 1 1
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- 5.2.1.1.2 Dual Ethernet Port Cards(included in 5.2.1.1.1) 5.2.1.1.3 Hub 10Bt 5.2.1.2 Compression 5.2.1.2.1 Compression 6 INTERMEDIATE DISTRIBUTION FRAME 1 1 1 1 1 12 SOFTWARE LICENCE 1 TNM Software Licence 1 1 1 1 1 12 2 Solaris Software Licences for TNM 1 1 1 1 1 1 1 2.1 Solaris Operating System with Media 1 2 2.2 Solaris Operating System without Media 1 1 1 1 10 2.3 Solstice - Runtime 1 1 1 1 1 1 1 14
Commercial in Confidence Page 25 of 30 22/10/97 1031 NMC/SRMC/SAN-OSS EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1 SAN-OSS subsystem 1.1 Server system 1 1 1 1 1 1 1 1.1.1 Server machine (redundant) 1 1 1 1 1 1 1 1.1.2 Workstation 2 2 2 2 2 2 2 1.1.3 Printer 1 1 1 1 1 1 1 1.2 Accommodation of Housekeeping Alarm 1 set 1 set 1 set 1 set 1 set 1 set 1 set 1.2.1 Misc. Rack 1 1 1 1 1 1 1 1.2.2 Alarm concentrater panel 1 1 1 1 1 1 1 1.3 Server Upgrade for Static SRMS 1 set 1 set 1 set 1 set 1 set 1 set 1 set 1.4 Installation Materials (LAN cable) 1 set 1 set 1 set 1 set 1 set 1 set 1 set 1.5 Document 1 lot 1 lot 1 lot 1 lot 1 lot 1 lot 1 lot 2 NMC 2.1 NMS subsystem at NMC 2.1.1 Server system 2.1.1.1 Server machine (redundant) 2.1.1.2 Workstation 2.1.1.3 Printer 2.1.2 Accommodation of Housekeeping Alarm 2.1.2.1 Misc. Rack 2.1.2.2 Alarm concentrater panel 2.2 SRMC subsystem at NMC 2.2.1 Server system 2.2.1.1 Server machine (redundant) 2.2.2 Server Upgrade for SRMC 2.3 Remote Testing Facility 2.3.1 Workstation 2.3.2 Dial-In Modem 2.4 Installation Materials (LAN cable) 2.5 Document 3 SPARE 3 Accommodation of Housekeeping Alarm 3.1 Alarm concentrator panel 1 1 1 1 1 1 1 SOFTWARE LICENCE SUBTOTAL OF SOFTWARE LICENCE 1 1 1 1 1 1 1
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1 SAN-OSS subsystem 1.1 Server system 1 1 1 1 1 12 1.1.1 Server machine (redundant) 1 1 1 1 1 12 1.1.2 Workstation 2 2 2 2 2 24 1.1.3 Printer 1 1 1 1 1 12 1.2 Accommodation of Housekeeping Alarm 1 set 1 set 1 set 1 set 1 set 12 sets 1.2.1 Misc. Rack 1 1 1 1 1 12 1.2.2 Alarm concentrater panel 1 1 1 1 1 12 1.3 Server Upgrade for Static SRMS 1 set 1 set 1 set 1 set 1 set 12 sets 1.4 Installation Materials (LAN cable) 1 set 1 set 1 set 1 set 1 set 12 sets 1.5 Document 1 lot 1 lot 1 lot 1 lot 1 lot 12 lots 2 NMC 2.1 NMS subsystem at NMC 2.1.1 Server system 1 set 1 set 2 sets 2.1.1.1 Server machine (redundant) 1 1 2 2.1.1.2 Workstation 5 5 10 2.1.1.3 Printer 1 1 2 2.1.2 Accommodation of Housekeeping Alarm 1 set 1 set 2 sets 2.1.2.1 Misc. Rack 1 1 2 2.1.2.2 Alarm concentrater panel 1 1 2 2.2 SRMC subsystem at NMC 1 lot 1 lot 2 lots 2.2.1 Server system 1 set 1 set 2 sets 2.2.1.1 Server machine (redundant) 1 1 2 2.2.2 Server Upgrade for SRMC 1 set 1 set 2 sets 2.3 Remote Testing Facility 1 set 1 set 2 sets 2.3.1 Workstation 1 1 2 2.3.2 Dial-In Modem 1 1 2 2.4 Installation Materials (LAN cable) 1 lot 1 lot 2 lots 2.5 Document 1 lot 1 lot 2 lots 3 SPARE 1 lot 3 Accommodation of Housekeeping Alarm 3.1 Alarm concentrator panel 1 1 1 1 1 1 1 14 SOFTWARE LICENCE SUBTOTAL OF SOFTWARE LICENCE 1 1 1 1 1 1 1 1 lot
1032 SPECIAL TEST EQUIPMENT (STE) EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1 AIR INTERFACE LOAD 2 1 1 1 1 1 1 1 GENERATOR TESTER (for 150 Erlang Simultaneous Calls/25 Z-Arcs) 1.1 Channel Unit Chassis 2 (CUC) 1.2 CUC Chassis & Back 1 plane 1.3 SPM 5 1.4 MDC 9 1.5 CDM 2 1.6 CFM 2 1.7 Base Module 1 1.8 Partial CMB 1 1.9 CMB Chassis & 1 Backplane 1.10 G.703 Module 5 1.11 GRP 2 1.12 CCP 4 1.13 CAP 4 1.14 STM (1 call/DSP) 14 1.15 Channel Manager Rack & 1 Integration Materials (Fans, Cables, etc) 1.16 SAS Controller 1 Workstation 1.17 Workstation SW License 1 1.18 24 Vdc, -48 Vdc Power 1 Supply 1.19 Synchronization Source 1 IT IS CONFIRMED PRICE FOR L- BAND (IF) INTERFACE. NO INTERFACE TO RFT IS INCLUDED AT THIS POINT. THE FOLLOWING ITEMS TO BE PREPARED BY ICO. (1) SAS CONTROLLER WORKSTATION (2) WORKSTATION SW LICENCE 2 GSM Tester 2 3 Satellite Channel Simulator 1 1 1 1 1 1 1 5 System Simulator 2 5.1 Partial CUC 1 5.2 CUC Chassis & 1 Backplane 5.3 SPM 3 5.4 MDM 6 5.5 CDM 2 5.6 CFM 2 5.7 Base Module 1 5.8 Partial CMB 1 5.9 CMB Chassis & Bckplane 1 5.10 G.703 Module 3 5.11 GRP 1 5.12 CCP 1 5.13 CAP 1 5.14 STM 3 5.15 Channel Manager Rack & 1 Integration Material (Fans, Cables, etc.) 5.16 24 Vdc, -48Vdc Power 1 Supply 5.17 Synchronization Source 1
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- HARDWARE 1 AIR INTERFACE LOAD 1 1 1 1 1 14 GENERATOR TESTER (for 150 Erlang Simultaneous Calls/25 Z-Arcs) 1.1 Channel Unit Chassis (CUC) 1.2 CUC Chassis & Back plane 1.3 SPM 1.4 MDC 1.5 CDM 1.6 CFM 1.7 Base Module 1.8 Partial CMB 1.9 CMB Chassis & Backplane 1.10 G.703 Module 1.11 GRP 1.12 CCP 1.13 CAP 1.14 STM (1 call/DSP) 1.15 Channel Manager Rack & Integration Materials (Fans, Cables, etc) 1.16 SAS Controller Workstation 1.17 Workstation SW License 1.18 24 Vdc, -48 Vdc Power Supply 1.19 Synchronization Source IT IS CONFIRMED PRICE FOR L- BAND (IF) INTERFACE. NO INTERFACE TO RFT IS INCLUDED AT THIS POINT. THE FOLLOWING ITEMS TO BE PREPARED BY ICO. (1) SAS CONTROLLER WORKSTATION (2) WORKSTATION SW LICENCE 2 GSM Tester 2 3 Satellite Channel Simulator 1 1 1 1 1 12 5 System Simulator 2 5.1 Partial CUC 5.2 CUC Chassis & Backplane 5.3 SPM 5.4 MDM 5.5 CDM 5.6 CFM 5.7 Base Module 5.8 Partial CMB 5.9 CMB Chassis & Bckplane 5.10 G.703 Module 5.11 GRP 5.12 CCP 5.13 CAP 5.14 STM 5.15 Channel Manager Rack & Integration Material (Fans, Cables, etc.) 5.16 24 Vdc, -48Vdc Power Supply 5.17 Synchronization Source
1033 AX+B EQUIPMENT LIST
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY ----------------------------------------------------------------------------------------------------------------------------------- 1 SAN TO SAN HANDOVER Hardware 1 1 1 1 1 1 1 Software Licence 2 LANGUAGE AND CHARACTER SET Hardware Software Licence 3 GEOGRAPHICAL LOCATION Hardware Software Licence 4 MULTIPLE LANGUAGE ANNOUNCEMENTS Note: The provision for 2 recorded announcement machines with capacity for 1 hour of recording on each. Hardware Software Licence 5 EMERGENCY CALLS Hardware 1 1 1 1 1 1 1 Software Licence 6 FAX GROUP 3 OVER See 9.6 kpbs Item 16 Hardware 1 1 1 1 1 1 1 Software Licence 7 SPEECH FOLLOWED BY/ALTERNATIVE WITH DATA Hardware 1 1 1 1 1 1 1 Software Licence
- ----------------------------------------------------------------------------------------------------------------------------------- SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ------------------------------------------------------------------------------------------------------ Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ----------------------------------------------------------------------------------------------------------------------------------- 1 SAN TO SAN HANDOVER Hardware 1 1 1 1 1 12 Software Licence 2 LANGUAGE AND CHARACTER SET Hardware Software Licence 3 GEOGRAPHICAL LOCATION Hardware Software Licence 4 MULTIPLE LANGUAGE ANNOUNCEMENTS Note: The provision for 2 recorded announcement machines with capacity for 1 hour of recording on each. Hardware Software Licence 5 EMERGENCY CALLS Hardware 1 1 1 1 1 12 Software Licence 6 FAX GROUP 3 OVER 9.6 kpbs Hardware 1 1 1 1 1 12 Software Licence 7 SPEECH FOLLOWED BY/ALTERNATIVE WITH DATA Hardware 1 1 1 1 1 12 Software Licence
1034 AX+B EQUIPMENT LIST
- ------------------------------------------------------------------------------------------------------------------------------------ SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------- Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ------------------------------------------------------------------------------------------------------------------------------------ 8 Circuit mode data See Item 16 (9.6 kpbs-38.4 kbps) Hardware 1 1 1 1 1 1 1 Software Licence 9 HPN Privacy using encription Hardware Software Licence 10 Alternative satellite constellation Hardware Software Licence 11 Multi-SAN paging Hardware 1 1 1 1 1 1 1 Software Licence 12 Diversity allocation capacity Hardware Software Licence 13 Addition and removal of diversity path allocation when such allocations become available or no longer available Hardware Software Licence 14 Soft decision decoding Hardware Software Licence 15 HPN Escalation with CLI Hardware
- ------------------------------------------------------------------------------------------------------------------------------------ SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ----------------------------------------------------------------------------------------------------- Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ------------------------------------------------------------------------------------------------------------------------------------ 8 Circuit mode data (9.6 kpbs-38.4 kbps) Hardware 1 1 1 1 1 12 Software Licence 9 HPN Privacy using encription Hardware Software Licence 10 Alternative satellite constellation 11 Multi-SAN paging Hardware 1 1 1 1 1 12 Software Licence 12 Diversity allocation capacity Hardware Software Licence 13 Addition and removal of diversity path allocation when such allocations become available or no longer available Hardware Software Licence 14 Soft decision decoding Hardware Software Licence 15 HPN Escalation with CLI Hardware
1035 AX+B EQUIPMENT LIST
- ------------------------------------------------------------------------------------------------------------------------------------ SAN SAN SAN SAN SAN SAN SAN SAN FOR FOR FOR FOR FOR FOR FOR FOR ITEM DESCRIPTION ICO-NET USA AUSTRALIA GERMANY SOUTH AFRICA INDIA CHILE BRAZIL NO. (TYPE 2) (TYPE 1) (TYPE 1) (TYPE 1) (TYPE 2) (TYPE 2) (TYPE 2) ------------------------------------------------------------------------------------------------------- Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ------------------------------------------------------------------------------------------------------------------------------------ Software Licence 16 Software/Hardware for High Speed Circuit Switched Data and Group 3 Fax Services Hardware(16 CH/SAN) 16 16 16 16 16 16 16 Software Licence 16 16 16 16 16 16 16 (16 CH/SAN)
- ------------------------------------------------------------------------------------------------------------------------------------ SAN SAN SAN SAN SAN NMC NMC TOTAL ITEM DESCRIPTION FOR FOR FOR FOR FOR PRIMARY BACK-UP NO. MEXICO UAE INDONESIA CHINA KOREA (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 2) (TYPE 1) ----------------------------------------------------------------------------------------------------- Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY Q'TY - ------------------------------------------------------------------------------------------------------------------------------------ Software Licence 16 Software/Hardware for High Speed Circuit Switched Data and Group 3 Fax Services Hardware(16 CH/SAN) 16 16 16 16 16 192 Software Licence 16 16 16 16 16 192 (16 CH/SAN)
1036 CHANGE ORDER NO: 2 ATTACHMENT 4 OTHER AMENDMENTS ANNEX 4 APPENDIX 1 (STATEMENT OF WORK) - MASTER LEVEL SCHEDULE (VERSION 3.9) 1037 SIDE LETTER TO CHANGE ORDER NO. 2 The revised Master Level Schedule (MLS) version 3.9 included with Change Order No.2 (CO No2) to the Supply Agreement dated 3rd March 1997 includes most of the updates required to reflect the impacts of implementing CO No2. Additional refinements will be made to the Master Level Schedule in the near future, however these will not affect the contractual Top Level Milestones, Schedule 7. /s/ G. L. Titzer /s/ T. Furukawa -------------------------------------- ------------------------------ G. L. Titzer T. Furukawa On behalf of ICO Global Communications On behalf of NEC Corporation 1038 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 1 SATELLITE LAUNCH DATE 451d 11/5/98 7/13/00 - ------------------------------------------------------------------------------------------------------------------------------------ 2 F1 0d 11/5/98 11/5/98 - ------------------------------------------------------------------------------------------------------------------------------------ 3 F2 0d 2/5/99 2/5/99 - ------------------------------------------------------------------------------------------------------------------------------------ 4 F3 0d 5/6/99 5/6/99 - ------------------------------------------------------------------------------------------------------------------------------------ 5 F4 0d 7/5/99 7/5/99 - ------------------------------------------------------------------------------------------------------------------------------------ 6 F5 0d 9/5/99 9/5/99 - ------------------------------------------------------------------------------------------------------------------------------------ 7 F6 0d 11/5/99 11/5/99 - ------------------------------------------------------------------------------------------------------------------------------------ 8 F7 0d 12/16/99 12/16/99 - ------------------------------------------------------------------------------------------------------------------------------------ 9 F8 0d 1/27/00 1/27/00 - ------------------------------------------------------------------------------------------------------------------------------------ 10 F9 0d 3/9/00 3/9/00 - ------------------------------------------------------------------------------------------------------------------------------------ 11 F10 0d 4/20/00 4/20/00 - ------------------------------------------------------------------------------------------------------------------------------------ 12 F11 0d 6/1/00 6/1/00 - ------------------------------------------------------------------------------------------------------------------------------------ 13 F12 0d 7/13/00 7/13/00 - ------------------------------------------------------------------------------------------------------------------------------------ 14 - ------------------------------------------------------------------------------------------------------------------------------------ 15 SUPPLY AGREEMENT 0d 3/3/97 3/3/97 - ------------------------------------------------------------------------------------------------------------------------------------ 16 SUPPLY CONTRACT SIGNATURE IN JAPAN 0d 3/3/97 3/3/97 3/3 - ------------------------------------------------------------------------------------------------------------------------------------ 17 - ------------------------------------------------------------------------------------------------------------------------------------ 18 PROJECT MANAGEMENT 935d 2/17/97 8/11/00 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 1 SATELLITE LAUNCH DATE - ----------------------------------------------------------------------------------------------------------- 2 F1 11/5 - ----------------------------------------------------------------------------------------------------------- 3 F2 - ----------------------------------------------------------------------------------------------------------- 4 F3 - ----------------------------------------------------------------------------------------------------------- 5 F4 - ----------------------------------------------------------------------------------------------------------- 6 F5 - ----------------------------------------------------------------------------------------------------------- 7 F6 - ----------------------------------------------------------------------------------------------------------- 8 F7 - ----------------------------------------------------------------------------------------------------------- 9 F8 - ----------------------------------------------------------------------------------------------------------- 10 F9 - ----------------------------------------------------------------------------------------------------------- 11 F10 - ----------------------------------------------------------------------------------------------------------- 12 F11 - ----------------------------------------------------------------------------------------------------------- 13 F12 - ----------------------------------------------------------------------------------------------------------- 14 - ----------------------------------------------------------------------------------------------------------- 15 SUPPLY AGREEMENT - ----------------------------------------------------------------------------------------------------------- 16 SUPPLY CONTRACT SIGNATURE IN JAPAN - ---------------------------------------------------------------------------------------------------------- 17 - ---------------------------------------------------------------------------------------------------------- 18 PROJECT MANAGEMENT - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------ 1999 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 1 SATELLITE LAUNCH DATE - ------------------------------------------------------------------------------------------------------------ 2 F1 - ------------------------------------------------------------------------------------------------------------ 3 F2 2/5 - ------------------------------------------------------------------------------------------------------------ 4 F3 5/6 - ------------------------------------------------------------------------------------------------------------ 5 F4 7/5 - ------------------------------------------------------------------------------------------------------------ 6 F5 9/5 - ------------------------------------------------------------------------------------------------------------ 7 F6 11/5 - ------------------------------------------------------------------------------------------------------------ 8 F7 12/16 - ------------------------------------------------------------------------------------------------------------ 9 F8 - ------------------------------------------------------------------------------------------------------------ 10 F9 - ------------------------------------------------------------------------------------------------------------ 11 F10 - ------------------------------------------------------------------------------------------------------------ 12 F11 - ------------------------------------------------------------------------------------------------------------ 13 F12 - ------------------------------------------------------------------------------------------------------------ 14 - ------------------------------------------------------------------------------------------------------------ 15 SUPPLY AGREEMENT - ------------------------------------------------------------------------------------------------------------ 16 SUPPLY CONTRACT SIGNATURE IN JAPAN - ------------------------------------------------------------------------------------------------------------ 17 - ------------------------------------------------------------------------------------------------------------ 18 PROJECT MANAGEMENT - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 1 SATELLITE LAUNCH DATE - ---------------------------------------------------------------------------------------------------------- 2 F1 - ---------------------------------------------------------------------------------------------------------- 3 F2 - ---------------------------------------------------------------------------------------------------------- 4 F3 - ---------------------------------------------------------------------------------------------------------- 5 F4 - ---------------------------------------------------------------------------------------------------------- 6 F5 - ---------------------------------------------------------------------------------------------------------- 7 F6 - ---------------------------------------------------------------------------------------------------------- 8 F7 - ---------------------------------------------------------------------------------------------------------- 9 F8 1/27 - ---------------------------------------------------------------------------------------------------------- 10 F9 3/9 - ---------------------------------------------------------------------------------------------------------- 11 F10 4/20 - ---------------------------------------------------------------------------------------------------------- 12 F11 6/1 - ---------------------------------------------------------------------------------------------------------- 13 F12 7/13 - ---------------------------------------------------------------------------------------------------------- 14 - ---------------------------------------------------------------------------------------------------------- 15 SUPPLY AGREEMENT - ---------------------------------------------------------------------------------------------------------- 16 SUPPLY CONTRACT SIGNATURE IN JAPAN - ---------------------------------------------------------------------------------------------------------- 17 - ---------------------------------------------------------------------------------------------------------- 18 PROJECT MANAGEMENT - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 29.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 1 REVISED ON THE 12TH NOVEMBER, 1997 1039 IGG PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------- ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 19 Issue Project Management Plan 60ed 2/17/97 4/18/97 - ------------------------------------------------------------------------------------------------------------------------------------ 20 Issue ICO Specific Quality Plans 120d 3/24/97 9/5/97 - ------------------------------------------------------------------------------------------------------------------------------------ 21 Monthly Progress Reports (One every Month) 878d 5/7/97 8/11/00 - ------------------------------------------------------------------------------------------------------------------------------------ 22 - ------------------------------------------------------------------------------------------------------------------------------------ 23 System Engineering 945d 3/4/97 9/12/00 - ------------------------------------------------------------------------------------------------------------------------------------ 24 High Level System Description (HLSD) 945d 3/4/97 9/12/00 - ------------------------------------------------------------------------------------------------------------------------------------ 25 Index 10d 3/4/97 3/17/97 - ------------------------------------------------------------------------------------------------------------------------------------ 26 Preparations 42d 3/4/97 4/30/97 - ------------------------------------------------------------------------------------------------------------------------------------ 27 First Draft Version HLSD to ICO 0d 4/30/97 4/30/97 4/30 - ------------------------------------------------------------------------------------------------------------------------------------ 28 Issue 1st Version (System PDR-1 + 1 month) 0d 6/23/97 6/23/97 6/23 - ------------------------------------------------------------------------------------------------------------------------------------ 29 Issue Draft Update to 1st Version 0d 9/1/97 9/1/97 9/1 - ------------------------------------------------------------------------------------------------------------------------------------ 30 Issue Draft 2nd Version 0d 11/15/97 11/15/97 11/15 - ------------------------------------------------------------------------------------------------------------------------------------ 31 Issue Formal 2nd Version 0d 1/31/98 1/31/98 - ------------------------------------------------------------------------------------------------------------------------------------ 32 Issue Final Version 0d 9/12/00 9/12/00 - ------------------------------------------------------------------------------------------------------------------------------------ 33 - ------------------------------------------------------------------------------------------------------------------------------------ 34 System PDR-1 Germantown USA 10d 5/12/97 5/23/97 - ------------------------------------------------------------------------------------------------------------------------------------ 35 System PDR-2 UK - (Top Level Milestone) 0d 9/15/97 9/15/97 9/15 - ------------------------------------------------------------------------------------------------------------------------------------ 36 System & Sub-System PDR UK 10d 9/15/97 9/26/97 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ 1998 ------------------------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 19 Issue Project Management Plan - ------------------------------------------------------------------------------------------------------------------------------------ 20 Issue ICO Specific Quality Plans - ------------------------------------------------------------------------------------------------------------------------------------ 21 Monthly Progress Reports (One every Month) - ------------------------------------------------------------------------------------------------------------------------------------ 22 - ------------------------------------------------------------------------------------------------------------------------------------ 23 System Engineering - ------------------------------------------------------------------------------------------------------------------------------------ 24 High Level System Description (HLSD) - ------------------------------------------------------------------------------------------------------------------------------------ 25 Index - ------------------------------------------------------------------------------------------------------------------------------------ 26 Preparations - ------------------------------------------------------------------------------------------------------------------------------------ 27 First Draft Version HLSD to ICO - ------------------------------------------------------------------------------------------------------------------------------------ 28 Issue 1st Version (System PDR-1 + 1 month) - ------------------------------------------------------------------------------------------------------------------------------------ 29 Issue Draft Update to 1st Version - ------------------------------------------------------------------------------------------------------------------------------------ 30 Issue Draft 2nd Version - ------------------------------------------------------------------------------------------------------------------------------------ 31 Issue Formal 2nd Version 1/31 - ------------------------------------------------------------------------------------------------------------------------------------ 32 Issue Final Version - ------------------------------------------------------------------------------------------------------------------------------------ 33 - ------------------------------------------------------------------------------------------------------------------------------------ 34 System PDR-1 Germantown USA - ------------------------------------------------------------------------------------------------------------------------------------ 35 System PDR-2 UK - (Top Level Milestone) - ------------------------------------------------------------------------------------------------------------------------------------ 36 System & Sub-System PDR UK - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ 1999 ------------------------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 19 Issue Project Management Plan - ------------------------------------------------------------------------------------------------------------------------------------ 20 Issue ICO Specific Quality Plans - ------------------------------------------------------------------------------------------------------------------------------------ 21 Monthly Progress Reports (One every Month) - ------------------------------------------------------------------------------------------------------------------------------------ 22 - ------------------------------------------------------------------------------------------------------------------------------------ 23 System Engineering - ------------------------------------------------------------------------------------------------------------------------------------ 24 High Level System Description (HLSD) - ------------------------------------------------------------------------------------------------------------------------------------ 25 Index - ------------------------------------------------------------------------------------------------------------------------------------ 26 Preparations - ------------------------------------------------------------------------------------------------------------------------------------ 27 First Draft Version HLSD to ICO - ------------------------------------------------------------------------------------------------------------------------------------ 28 Issue 1st Version (System PDR-1 + 1 month) - ------------------------------------------------------------------------------------------------------------------------------------ 29 Issue Draft Update to 1st Version - ------------------------------------------------------------------------------------------------------------------------------------ 30 Issue Draft 2nd Version - ------------------------------------------------------------------------------------------------------------------------------------ 31 Issue Formal 2nd Version - ------------------------------------------------------------------------------------------------------------------------------------ 32 Issue Final Version - ------------------------------------------------------------------------------------------------------------------------------------ 33 - ------------------------------------------------------------------------------------------------------------------------------------ 34 System PDR-1 Germantown USA - ------------------------------------------------------------------------------------------------------------------------------------ 35 System PDR-2 UK - (Top Level Milestone) - ------------------------------------------------------------------------------------------------------------------------------------ 36 System & Sub-System PDR UK - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------ 2000 ------------------------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 19 Issue Project Management Plan - ------------------------------------------------------------------------------------------------------------------------------------ 20 Issue ICO Specific Quality Plans - ------------------------------------------------------------------------------------------------------------------------------------ 21 Monthly Progress Reports (One every Month) - ------------------------------------------------------------------------------------------------------------------------------------ 22 - ------------------------------------------------------------------------------------------------------------------------------------ 23 System Engineering - ------------------------------------------------------------------------------------------------------------------------------------ 24 High Level System Description (HLSD) - ------------------------------------------------------------------------------------------------------------------------------------ 25 Index - ------------------------------------------------------------------------------------------------------------------------------------ 26 Preparations - ------------------------------------------------------------------------------------------------------------------------------------ 27 First Draft Version HLSD to ICO - ------------------------------------------------------------------------------------------------------------------------------------ 28 Issue 1st Version (System PDR-1 + 1 month) - ------------------------------------------------------------------------------------------------------------------------------------ 29 Issue Draft Update to 1st Version - ------------------------------------------------------------------------------------------------------------------------------------ 30 Issue Draft 2nd Version - ------------------------------------------------------------------------------------------------------------------------------------ 31 Issue Formal 2nd Version 9/12 - ------------------------------------------------------------------------------------------------------------------------------------ 32 Issue Final Version - ------------------------------------------------------------------------------------------------------------------------------------ 33 - ------------------------------------------------------------------------------------------------------------------------------------ 34 System PDR-1 Germantown USA - ------------------------------------------------------------------------------------------------------------------------------------ 35 System PDR-2 UK - (Top Level Milestone) - ------------------------------------------------------------------------------------------------------------------------------------ 36 System & Sub-System PDR UK - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
Project: 18 NOV ICO MLS VER 39.MPP Date: 11/18/97 DOC: 770019 VERSION 3.9 Page 2 REVISED ON THE 12th NOVEMBER, 1997 1040 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 37 SYSTEM FDR-JAPAN Od 1/15/98 1/15/98 (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------------------------------ 38 System and Sub-System 8d 12/3/97 12/12/97 FDR Japan (Planned) - ------------------------------------------------------------------------------------------------------------------------------------ 39 - ------------------------------------------------------------------------------------------------------------------------------------ 40 TEST DOCUMENTATION 747d 2/2/98 11/13/00 ALL WORK GROUPS - ------------------------------------------------------------------------------------------------------------------------------------ 41 IGF TEST 364d 2/2/98 6/1/99 REQUIREMENTS - ------------------------------------------------------------------------------------------------------------------------------------ 42 PHASE 1 & 2-1 32d 2/2/98 3/16/98 - ------------------------------------------------------------------------------------------------------------------------------------ 43 Phase 1 Draft 0d 2/2/98 2/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 44 Phase 1 Final 0d 3/2/98 3/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 45 Phase 2-1 Draft 0d 2/15/98 2/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 46 Phase 2-1 Final 0d 3/16/98 3/16/98 - ------------------------------------------------------------------------------------------------------------------------------------ 47 PHASE 2-2 (INTERNAL) 25d 8/1/98 9/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 48 Phase 2-2 Draft 0d 8/1/98 8/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 49 Phase 2-2 Final 0d 9/1/98 9/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 50 PHASE 3 21d 5/3/99 6/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 51 Phase 3 Draft 0d 5/3/99 5/3/99 - ------------------------------------------------------------------------------------------------------------------------------------ 52 Phase 3 Final 0d 6/1/99 6/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 53 - ------------------------------------------------------------------------------------------------------------------------------------ 54 IGF TEST PLAN 476d 2/2/98 11/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - -------------------------------------------------------------------------------------------------------------------------------- 37 SYSTEM FDR-JAPAN (TOP LEVEL MILESTONE) 1/15 - -------------------------------------------------------------------------------------------------------------------------------- 38 System and Sub-System FDR Japan (Planned) - -------------------------------------------------------------------------------------------------------------------------------- 39 - -------------------------------------------------------------------------------------------------------------------------------- 40 TEST DOCUMENTATION ALL WORK GROUPS - -------------------------------------------------------------------------------------------------------------------------------- 41 IGF TEST REQUIREMENTS - -------------------------------------------------------------------------------------------------------------------------------- 42 PHASE 1 & 2-1 - -------------------------------------------------------------------------------------------------------------------------------- 43 Phase 1 Draft 2/2 - -------------------------------------------------------------------------------------------------------------------------------- 44 Phase 1 Final 3/2 - -------------------------------------------------------------------------------------------------------------------------------- 45 Phase 2-1 Draft 2/15 - -------------------------------------------------------------------------------------------------------------------------------- 46 Phase 2-1 Final 3/16 - -------------------------------------------------------------------------------------------------------------------------------- 47 PHASE 2-2 (INTERNAL) - -------------------------------------------------------------------------------------------------------------------------------- 48 Phase 2-2 Draft 8/1 - -------------------------------------------------------------------------------------------------------------------------------- 49 Phase 2-2 Final 9/1 - -------------------------------------------------------------------------------------------------------------------------------- 50 PHASE 3 - -------------------------------------------------------------------------------------------------------------------------------- 51 Phase 3 Draft - -------------------------------------------------------------------------------------------------------------------------------- 52 Phase 3 Final - -------------------------------------------------------------------------------------------------------------------------------- 53 - -------------------------------------------------------------------------------------------------------------------------------- 54 IGF TEST PLAN - -------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - -------------------------------------------------------------------------------------------------------------------------------- 37 SYSTEM FDR-JAPAN (TOP LEVEL MILESTONE) - -------------------------------------------------------------------------------------------------------------------------------- 38 System and Sub-System FDR Japan (Planned) - -------------------------------------------------------------------------------------------------------------------------------- 39 - -------------------------------------------------------------------------------------------------------------------------------- 40 TEST DOCUMENTATION ALL WORK GROUPS - -------------------------------------------------------------------------------------------------------------------------------- 41 IGF TEST REQUIREMENTS - -------------------------------------------------------------------------------------------------------------------------------- 42 PHASE 1 & 2-1 - -------------------------------------------------------------------------------------------------------------------------------- 43 Phase 1 Draft - -------------------------------------------------------------------------------------------------------------------------------- 44 Phase 1 Final - -------------------------------------------------------------------------------------------------------------------------------- 45 Phase 2-1 Draft - -------------------------------------------------------------------------------------------------------------------------------- 46 Phase 2-1 Final - -------------------------------------------------------------------------------------------------------------------------------- 47 PHASE 2-2 (INTERNAL) - -------------------------------------------------------------------------------------------------------------------------------- 48 Phase 2-2 Draft - -------------------------------------------------------------------------------------------------------------------------------- 49 Phase 2-2 Final - -------------------------------------------------------------------------------------------------------------------------------- 50 PHASE 3 - -------------------------------------------------------------------------------------------------------------------------------- 51 Phase 3 Draft 5/3 - -------------------------------------------------------------------------------------------------------------------------------- 52 Phase 3 Final 6/1 - -------------------------------------------------------------------------------------------------------------------------------- 53 - -------------------------------------------------------------------------------------------------------------------------------- 54 IGF TEST PLAN - -------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - -------------------------------------------------------------------------------------------------------------------------------- 37 SYSTEM FDR-JAPAN (TOP LEVEL MILESTONE) - -------------------------------------------------------------------------------------------------------------------------------- 38 System and Sub-System FDR Japan (Planned) - -------------------------------------------------------------------------------------------------------------------------------- 39 - -------------------------------------------------------------------------------------------------------------------------------- 40 TEST DOCUMENTATION ALL WORK GROUPS - -------------------------------------------------------------------------------------------------------------------------------- 41 IGF TEST REQUIREMENTS - -------------------------------------------------------------------------------------------------------------------------------- 42 PHASE 1 & 2-1 - -------------------------------------------------------------------------------------------------------------------------------- 43 Phase 1 Draft - -------------------------------------------------------------------------------------------------------------------------------- 44 Phase 1 Final - -------------------------------------------------------------------------------------------------------------------------------- 45 Phase 2-1 Draft - -------------------------------------------------------------------------------------------------------------------------------- 46 Phase 2-1 Final - -------------------------------------------------------------------------------------------------------------------------------- 47 PHASE 2-2 (INTERNAL) - -------------------------------------------------------------------------------------------------------------------------------- 48 Phase 2-2 Draft - -------------------------------------------------------------------------------------------------------------------------------- 49 Phase 2-2 Final - -------------------------------------------------------------------------------------------------------------------------------- 50 PHASE 3 - -------------------------------------------------------------------------------------------------------------------------------- 51 Phase 3 Draft - -------------------------------------------------------------------------------------------------------------------------------- 52 Phase 3 Final - -------------------------------------------------------------------------------------------------------------------------------- 53 - -------------------------------------------------------------------------------------------------------------------------------- 54 IGF TEST PLAN - -------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 3 REVISED ON THE 12TH NOVEMBER, 1997 1041 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 55 PHASE 1 & 2-1 123d 2/2/98 7/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 56 Phase 1 Draft 0d 2/2/98 2/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 57 Phase 1 Final 0d 3/2/98 3/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 58 Phase 2-1 Draft 0d 6/15/98 6/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 59 Phase 2-1 Final 0d 7/15/98 7/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 60 PHASE 2-2 (INTERNAL) 22d 11/2/98 12/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 61 Phase 2-2 Draft 0d 11/2/98 11/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 62 Phase 2-2 Final 0d 12/1/98 12/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 63 PHASE 3 22d 10/1/99 11/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 64 Phase 3 Draft 0d 10/1/99 10/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 65 Phase 3 Final 0d 11/1/99 11/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 66 - ------------------------------------------------------------------------------------------------------------------------------------ 67 IGF TEST SCRIPTS 386d 7/1/98 12/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 68 PHASE 1 & 2-1 36d 7/1/98 8/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 69 Phase 1 0d 7/1/98 7/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 70 Phase 2-1 0d 8/17/98 8/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 71 PHASE 2-2 (INTERNAL) 0d 1/1/99 1/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 72 PHASE 2-2 IGF TEST 0d 1/1/99 1/1/99 SCRIPT - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - --------------------------------------------------------------------------------------------------------------- 55 PHASE 1 & 2-1 - --------------------------------------------------------------------------------------------------------------- 56 Phase 1 Draft 2/2 - --------------------------------------------------------------------------------------------------------------- 57 Phase 1 Final 3/2 - --------------------------------------------------------------------------------------------------------------- 58 Phase 2-1 Draft 6/15 - --------------------------------------------------------------------------------------------------------------- 59 Phase 2-1 Final 7/15 - --------------------------------------------------------------------------------------------------------------- 60 PHASE 2-2 (INTERNAL) - --------------------------------------------------------------------------------------------------------------- 61 Phase 2-2 Draft 11/2 - --------------------------------------------------------------------------------------------------------------- 62 Phase 2-2 Final 12/1 - --------------------------------------------------------------------------------------------------------------- 63 PHASE 3 - --------------------------------------------------------------------------------------------------------------- 64 Phase 3 Draft - --------------------------------------------------------------------------------------------------------------- 65 Phase 3 Final - --------------------------------------------------------------------------------------------------------------- 66 - --------------------------------------------------------------------------------------------------------------- 67 IGF TEST SCRIPTS - --------------------------------------------------------------------------------------------------------------- 68 PHASE 1 & 2-1 - --------------------------------------------------------------------------------------------------------------- 69 Phase 1 7/1 - --------------------------------------------------------------------------------------------------------------- 70 Phase 2-1 8/17 - --------------------------------------------------------------------------------------------------------------- 71 PHASE 2-2 (INTERNAL) - --------------------------------------------------------------------------------------------------------------- 72 PHASE 2-2 IGF TEST SCRIPT - --------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - --------------------------------------------------------------------------------------------------------------- 55 PHASE 1 & 2-1 - --------------------------------------------------------------------------------------------------------------- 56 Phase 1 Draft - --------------------------------------------------------------------------------------------------------------- 57 Phase 1 Final - --------------------------------------------------------------------------------------------------------------- 58 Phase 2-1 Draft - --------------------------------------------------------------------------------------------------------------- 59 Phase 2-1 Final - --------------------------------------------------------------------------------------------------------------- 60 PHASE 2-2 (INTERNAL) - --------------------------------------------------------------------------------------------------------------- 61 Phase 2-2 Draft - --------------------------------------------------------------------------------------------------------------- 62 Phase 2-2 Final - --------------------------------------------------------------------------------------------------------------- 63 PHASE 3 - --------------------------------------------------------------------------------------------------------------- 64 Phase 3 Draft 10/1 - --------------------------------------------------------------------------------------------------------------- 65 Phase 3 Final 11/1 - --------------------------------------------------------------------------------------------------------------- 66 - --------------------------------------------------------------------------------------------------------------- 67 IGF TEST SCRIPTS - --------------------------------------------------------------------------------------------------------------- 68 PHASE 1 & 2-1 - --------------------------------------------------------------------------------------------------------------- 69 Phase 1 - --------------------------------------------------------------------------------------------------------------- 70 Phase 2-1 - --------------------------------------------------------------------------------------------------------------- 71 PHASE 2-2 (INTERNAL) - --------------------------------------------------------------------------------------------------------------- 72 PHASE 2-2 IGF TEST 1/1 SCRIPT - --------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - --------------------------------------------------------------------------------------------------------------- 55 PHASE 1 & 2-1 - --------------------------------------------------------------------------------------------------------------- 56 Phase 1 Draft - --------------------------------------------------------------------------------------------------------------- 57 Phase 1 Final - --------------------------------------------------------------------------------------------------------------- 58 Phase 2-1 Draft - --------------------------------------------------------------------------------------------------------------- 59 Phase 2-1 Final - --------------------------------------------------------------------------------------------------------------- 60 PHASE 2-2 (INTERNAL) - --------------------------------------------------------------------------------------------------------------- 61 Phase 2-2 Draft - --------------------------------------------------------------------------------------------------------------- 62 Phase 2-2 Final - --------------------------------------------------------------------------------------------------------------- 63 PHASE 3 - --------------------------------------------------------------------------------------------------------------- 64 Phase 3 Draft - --------------------------------------------------------------------------------------------------------------- 65 Phase 3 Final - --------------------------------------------------------------------------------------------------------------- 66 - --------------------------------------------------------------------------------------------------------------- 67 IGF TEST SCRIPTS - --------------------------------------------------------------------------------------------------------------- 68 PHASE 1 & 2-1 - --------------------------------------------------------------------------------------------------------------- 69 Phase 1 - --------------------------------------------------------------------------------------------------------------- 70 Phase 2-1 - --------------------------------------------------------------------------------------------------------------- 71 PHASE 2-2 (INTERNAL) - --------------------------------------------------------------------------------------------------------------- 72 PHASE 2-2 IGF TEST SCRIPT - --------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 4 REVISED ON THE 12TH NOVEMBER, 1997 1042 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 73 PHASE 3 0d 12/1/99 12/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 74 Phase 3 IGF Test Script 0d 12/1/99 12/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 75 - ------------------------------------------------------------------------------------------------------------------------------------ 76 TEST REPORT 449d 3/1/99 11/13/00 - ------------------------------------------------------------------------------------------------------------------------------------ 77 PHASE 1 & 2-1 183d 3/1/99 11/8/99 - ------------------------------------------------------------------------------------------------------------------------------------ 78 Phase 1 Draft 0d 3/1/99 3/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 79 Phase 1 Final 0d 5/3/99 5/3/99 - ------------------------------------------------------------------------------------------------------------------------------------ 80 Phase 2-1 Draft 0d 9/7/99 9/7/99 - ------------------------------------------------------------------------------------------------------------------------------------ 81 Phase 2-1 Final 0d 11/8/99 11/8/99 - ------------------------------------------------------------------------------------------------------------------------------------ 82 PHASE 2-2 (INTERNAL) 44d 2/1/00 4/3/00 - ------------------------------------------------------------------------------------------------------------------------------------ 83 Phase 2-2 Draft 0d 2/1/00 2/1/00 - ------------------------------------------------------------------------------------------------------------------------------------ 84 Phase 2-2 Final 0d 4/3/00 4/3/00 - ------------------------------------------------------------------------------------------------------------------------------------ 85 PHASE 3 44d 9/12/00 11/13/00 - ------------------------------------------------------------------------------------------------------------------------------------ 86 Phase 3 Draft 0d 9/12/00 9/12/00 - ------------------------------------------------------------------------------------------------------------------------------------ 87 Phase 3 Final 0d 11/13/00 11/13/00 - ------------------------------------------------------------------------------------------------------------------------------------ 88 - ------------------------------------------------------------------------------------------------------------------------------------ 89 SPECIAL TEST EQUIPMENT 717d 3/4/97 11/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 90 UT LOAD SIMULATOR (14 SETS) 227d 2/2/98 11/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 73 PHASE 3 - ----------------------------------------------------------------------------------------------------------------------- 74 Phase 3 IGF Test Script - ----------------------------------------------------------------------------------------------------------------------- 75 - ----------------------------------------------------------------------------------------------------------------------- 76 TEST REPORT - ----------------------------------------------------------------------------------------------------------------------- 77 PHASE 1 & 2-1 - ----------------------------------------------------------------------------------------------------------------------- 78 Phase 1 Draft - ----------------------------------------------------------------------------------------------------------------------- 79 Phase 1 Final - ----------------------------------------------------------------------------------------------------------------------- 80 Phase 2-1 Draft - ----------------------------------------------------------------------------------------------------------------------- 81 Phase 2-1 Final - ----------------------------------------------------------------------------------------------------------------------- 82 PHASE 2-2 (INTERNAL) - ----------------------------------------------------------------------------------------------------------------------- 83 Phase 2-2 Draft - ----------------------------------------------------------------------------------------------------------------------- 84 Phase 2-2 Final - ----------------------------------------------------------------------------------------------------------------------- 85 PHASE 3 - ----------------------------------------------------------------------------------------------------------------------- 86 Phase 3 Draft - ----------------------------------------------------------------------------------------------------------------------- 87 Phase 3 Final - ----------------------------------------------------------------------------------------------------------------------- 88 - ----------------------------------------------------------------------------------------------------------------------- 89 SPECIAL TEST EQUIPMENT - ----------------------------------------------------------------------------------------------------------------------- 90 UT LOAD SIMULATOR (14 SETS) - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 73 PHASE 3 - ----------------------------------------------------------------------------------------------------------------------- 74 Phase 3 IGF Test Script 12/1 - ----------------------------------------------------------------------------------------------------------------------- 75 - ----------------------------------------------------------------------------------------------------------------------- 76 TEST REPORT - ----------------------------------------------------------------------------------------------------------------------- 77 PHASE 1 & 2-1 - ----------------------------------------------------------------------------------------------------------------------- 78 Phase 1 Draft 3/1 - ----------------------------------------------------------------------------------------------------------------------- 79 Phase 1 Final 5/3 - ----------------------------------------------------------------------------------------------------------------------- 80 Phase 2-1 Draft 9/7 - ----------------------------------------------------------------------------------------------------------------------- 81 Phase 2-1 Final 11/8 - ----------------------------------------------------------------------------------------------------------------------- 82 PHASE 2-2 (INTERNAL) - ----------------------------------------------------------------------------------------------------------------------- 83 Phase 2-2 Draft - ----------------------------------------------------------------------------------------------------------------------- 84 Phase 2-2 Final - ----------------------------------------------------------------------------------------------------------------------- 85 PHASE 3 - ----------------------------------------------------------------------------------------------------------------------- 86 Phase 3 Draft - ----------------------------------------------------------------------------------------------------------------------- 87 Phase 3 Final - ----------------------------------------------------------------------------------------------------------------------- 88 - ----------------------------------------------------------------------------------------------------------------------- 89 SPECIAL TEST EQUIPMENT - ----------------------------------------------------------------------------------------------------------------------- 90 UT LOAD SIMULATOR (14 SETS) - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 73 PHASE 3 - ----------------------------------------------------------------------------------------------------------------------- 74 Phase 3 IGF Test Script - ----------------------------------------------------------------------------------------------------------------------- 75 - ----------------------------------------------------------------------------------------------------------------------- 76 TEST REPORT - ----------------------------------------------------------------------------------------------------------------------- 77 PHASE 1 & 2-1 - ----------------------------------------------------------------------------------------------------------------------- 78 Phase 1 Draft - ----------------------------------------------------------------------------------------------------------------------- 79 Phase 1 Final - ----------------------------------------------------------------------------------------------------------------------- 80 Phase 2-1 Draft - ----------------------------------------------------------------------------------------------------------------------- 81 Phase 2-1 Final - ----------------------------------------------------------------------------------------------------------------------- 82 PHASE 2-2 (INTERNAL) - ----------------------------------------------------------------------------------------------------------------------- 83 Phase 2-2 Draft 2/1 - ----------------------------------------------------------------------------------------------------------------------- 84 Phase 2-2 Final 4/3 - ----------------------------------------------------------------------------------------------------------------------- 85 PHASE 3 - ----------------------------------------------------------------------------------------------------------------------- 86 Phase 3 Draft 9/12 - ----------------------------------------------------------------------------------------------------------------------- 87 Phase 3 Final 1 - ----------------------------------------------------------------------------------------------------------------------- 88 - ----------------------------------------------------------------------------------------------------------------------- 89 SPECIAL TEST EQUIPMENT - ----------------------------------------------------------------------------------------------------------------------- 90 UT LOAD SIMULATOR (14 SETS) - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 5 REVISED ON THE 12TH NOVEMBER, 1997 1043 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 91 2 Sets (1 - HNS, 1 - NECA) 0d 2/2/98 2/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 92 12 Sets for On Site Testing (1 for each SAN) 0d 11/30/98 11/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 93 12 SETS OF SATELLITE CHANNEL SIMULATORS (NOISE COM) 137d 1/5/98 7/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 94 SAN SIMULATOR (2 SETS) 135d 7/24/98 1/20/99 - ------------------------------------------------------------------------------------------------------------------------------------ 95 S.1.0 Release to ICO 0d 7/24/98 7/24/98 - ------------------------------------------------------------------------------------------------------------------------------------ 96 S.2.0 release to ICO 0d 1/20/99 1/20/99 - ------------------------------------------------------------------------------------------------------------------------------------ 97 GSM TESTER FOR FACTORY TESTING (NECA) 0d 4/1/98 4/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 98 GSM TESTER FOR FACTORY TESTING (HNS) 0d 2/2/98 2/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 99 - ------------------------------------------------------------------------------------------------------------------------------------ 100 DDN/DDS COMMUNICATION LINKS FOR PRE- INTEGRATION TESTING 717d 3/4/97 11/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 101 NEC SUPPLIED DDS LINKS 139d 8/1/98 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 102 NEC/A - HNS 0d 8/1/98 8/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 103 NEC/A - Brisbane 0d 2/1/99 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 104 HNS - Seattle 0d 2/1/99 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 105 NEC/A - Japan 0d 10/1/98 10/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 106 - ------------------------------------------------------------------------------------------------------------------------------------ 107 ICO SUPPLIED INTER SAN LINKS 521d 12/2/97 11/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 108 NEC to confirm quantity of DDS Links 0d 12/2/97 12/2/97 12/2 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 91 2 Sets (1 - HNS, 1 - NECA) 2/2 - ----------------------------------------------------------------------------------------------------------------------- 92 12 Sets for On Site Testing (1 for each SAN) 11/30 - ----------------------------------------------------------------------------------------------------------------------- 93 12 SETS OF SATELLITE CHANNEL SIMULATORS (NOISE COM) - ----------------------------------------------------------------------------------------------------------------------- 94 SAN SIMULATOR (2 SETS) - ----------------------------------------------------------------------------------------------------------------------- 95 S.1.0 Release to ICO 7/24 - ----------------------------------------------------------------------------------------------------------------------- 96 S.2.0 release to ICO - ----------------------------------------------------------------------------------------------------------------------- 97 GSM TESTER FOR FACTORY TESTING (NECA) 4/1 - ----------------------------------------------------------------------------------------------------------------------- 98 GSM TESTER FOR FACTORY TESTING (HNS) 2/2 - ----------------------------------------------------------------------------------------------------------------------- 99 - ----------------------------------------------------------------------------------------------------------------------- 100 DDN/DDS COMMUNICATION LINKS FOR PRE-INTEGRATION TESTING - ----------------------------------------------------------------------------------------------------------------------- 101 NEC SUPPLIED DDS LINKS - ----------------------------------------------------------------------------------------------------------------------- 102 NEC/A - HNS 8/1 - ----------------------------------------------------------------------------------------------------------------------- 103 NEC/A - Brisbane - ----------------------------------------------------------------------------------------------------------------------- 104 HNS - Seattle - ----------------------------------------------------------------------------------------------------------------------- 105 NEC/A - Japan 10/1 - ----------------------------------------------------------------------------------------------------------------------- 106 - ----------------------------------------------------------------------------------------------------------------------- 107 ICO SUPPLIED INTER SAN LINKS - ----------------------------------------------------------------------------------------------------------------------- 108 NEC to confirm quantity of DDS Links - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 91 2 Sets (1 - HNS, 1 - NECA) 1/20 - ----------------------------------------------------------------------------------------------------------------------- 92 12 Sets for On Site Testing (1 for each SAN) - ----------------------------------------------------------------------------------------------------------------------- 93 12 SETS OF SATELLITE CHANNEL SIMULATORS (NOISE COM) - ----------------------------------------------------------------------------------------------------------------------- 94 SAN SIMULATOR (2 SETS) - ----------------------------------------------------------------------------------------------------------------------- 95 S.1.0 Release to ICO - ----------------------------------------------------------------------------------------------------------------------- 96 S.2.0 release to ICO - ----------------------------------------------------------------------------------------------------------------------- 97 GSM TESTER FOR FACTORY TESTING (NECA) - ----------------------------------------------------------------------------------------------------------------------- 98 GSM TESTER FOR FACTORY TESTING (HNS) - ----------------------------------------------------------------------------------------------------------------------- 99 - ----------------------------------------------------------------------------------------------------------------------- 100 DDN/DDS COMMUNICATION LINKS FOR PRE-INTEGRATION TESTING - ----------------------------------------------------------------------------------------------------------------------- 101 NEC SUPPLIED DDS LINKS - ----------------------------------------------------------------------------------------------------------------------- 102 NEC/A - HNS - ----------------------------------------------------------------------------------------------------------------------- 103 NEC/A - Brisbane 2/1 - ----------------------------------------------------------------------------------------------------------------------- 104 HNS - Seattle 2/1 - ----------------------------------------------------------------------------------------------------------------------- 105 NEC/A - Japan - ----------------------------------------------------------------------------------------------------------------------- 106 - ----------------------------------------------------------------------------------------------------------------------- 107 ICO SUPPLIED INTER SAN LINKS - ----------------------------------------------------------------------------------------------------------------------- 108 NEC to confirm quantity of DDS Links - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 91 2 Sets (1 - HNS, 1 - NECA) - ----------------------------------------------------------------------------------------------------------------------- 92 12 Sets for On Site Testing (1 for each SAN) - ----------------------------------------------------------------------------------------------------------------------- 93 12 SETS OF SATELLITE CHANNEL SIMULATORS (NOISE COM) - ----------------------------------------------------------------------------------------------------------------------- 94 SAN SIMULATOR (2 SETS) - ----------------------------------------------------------------------------------------------------------------------- 95 S.1.0 Release to ICO - ----------------------------------------------------------------------------------------------------------------------- 96 S.2.0 release to ICO - ----------------------------------------------------------------------------------------------------------------------- 97 GSM TESTER FOR FACTORY TESTING (NECA) - ----------------------------------------------------------------------------------------------------------------------- 98 GSM TESTER FOR FACTORY TESTING (HNS) - ----------------------------------------------------------------------------------------------------------------------- 99 - ----------------------------------------------------------------------------------------------------------------------- 100 DDN/DDS COMMUNICATION LINKS FOR PRE-INTEGRATION TESTING - ----------------------------------------------------------------------------------------------------------------------- 101 NEC SUPPLIED DDS LINKS - ----------------------------------------------------------------------------------------------------------------------- 102 NEC/A - HNS - ----------------------------------------------------------------------------------------------------------------------- 103 NEC/A - Brisbane - ----------------------------------------------------------------------------------------------------------------------- 104 HNS - Seattle - ----------------------------------------------------------------------------------------------------------------------- 105 NEC/A - Japan - ----------------------------------------------------------------------------------------------------------------------- 106 - ----------------------------------------------------------------------------------------------------------------------- 107 ICO SUPPLIED INTER SAN LINKS - ----------------------------------------------------------------------------------------------------------------------- 108 NEC to confirm quantity of DDS Links - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 6 REVISED ON THE 12TH NOVEMBER, 1997 1044 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 109 Between SAN and Primary NMC for MSSC#1/HLR Testing 0d 2/1/99 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 110 Inter SAN/MSSC for Phase 2-2 Testing 0d 2/1/99 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 111 Between SANs and Backup NMC 0d 11/1/99 11/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 112 - ------------------------------------------------------------------------------------------------------------------------------------ 113 ICO SUPPLIED INFORMATION 285d 3/4/97 4/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 114 Draft AMBE Voice Codec Software Interface 0d 3/4/97 3/4/97 3/4 - ------------------------------------------------------------------------------------------------------------------------------------ 115 High Level Functional Description 0d 4/7/97 4/7/97 4/7 - ------------------------------------------------------------------------------------------------------------------------------------ 116 Preliminary NMS/SCC ICD Including Definition of Ephemeris 0d 5/12/97 5/12/97 5/12 - ------------------------------------------------------------------------------------------------------------------------------------ 117 Voice Codec Floating Point - C Source Code 0d 8/15/97 8/15/97 8/15 - ------------------------------------------------------------------------------------------------------------------------------------ 118 Final NMS/SCC ICD Including Definition of Ephemeris Data 0d 9/15/97 9/15/97 9/15 - ------------------------------------------------------------------------------------------------------------------------------------ 119 Low Level Functional Description 0d 9/22/97 9/22/97 9/22 - ------------------------------------------------------------------------------------------------------------------------------------ 120 Air Interface Final Version 4 0d 9/24/97 9/24/97 9/24 - ------------------------------------------------------------------------------------------------------------------------------------ 121 Locations of China and Brazil SAN Sites 0d 4/1/98 4/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 122 - ------------------------------------------------------------------------------------------------------------------------------------ 123 - ------------------------------------------------------------------------------------------------------------------------------------ 124 RFT EQUIPMENT 530d 3/3/97 2/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 125 RFT INSTALLATION DRM 2d 4/24/97 4/25/97 - ------------------------------------------------------------------------------------------------------------------------------------ 126 RFT FINAL DESIGN PACKAGE 47d 3/3/97 5/6/97 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 109 Between SAN and Primary NMC for MSSC#1/HLR Testing - ----------------------------------------------------------------------------------------------------------------------- 110 Inter SAN/MSSC for Phase 2-2 Testing - ----------------------------------------------------------------------------------------------------------------------- 111 Between SANs and Backup NMC - ----------------------------------------------------------------------------------------------------------------------- 112 - ----------------------------------------------------------------------------------------------------------------------- 113 ICO SUPPLIED INFORMATION - ----------------------------------------------------------------------------------------------------------------------- 114 Draft AMBE Voice Codec Software Interface - ----------------------------------------------------------------------------------------------------------------------- 115 High Level Functional Description - ----------------------------------------------------------------------------------------------------------------------- 116 Preliminary NMS/SCC ICD Including Definition of Ephemeris - ----------------------------------------------------------------------------------------------------------------------- 117 Voice Codec Floating Point - C Source Code - ----------------------------------------------------------------------------------------------------------------------- 118 Final NMS/SCC ICD Including Definition of Ephemeris Data - ----------------------------------------------------------------------------------------------------------------------- 119 Low Level Functional Description - ----------------------------------------------------------------------------------------------------------------------- 120 Air Interface Final Version 4 - ----------------------------------------------------------------------------------------------------------------------- 121 Locations of China and Brazil SAN Sites 4/1 - ----------------------------------------------------------------------------------------------------------------------- 122 - ----------------------------------------------------------------------------------------------------------------------- 123 - ----------------------------------------------------------------------------------------------------------------------- 124 RFT EQUIPMENT - ----------------------------------------------------------------------------------------------------------------------- 125 RFT INSTALLATION DRM - ----------------------------------------------------------------------------------------------------------------------- 126 RFT FINAL DESIGN PACKAGE - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 109 Between SAN and Primary NMC for MSSC#1/HLR Testing 2/1 - ----------------------------------------------------------------------------------------------------------------------- 110 Inter SAN/MSSC for Phase 2-2 Testing 2/1 - ----------------------------------------------------------------------------------------------------------------------- 111 Between SANs and Backup NMC 11/1 - ----------------------------------------------------------------------------------------------------------------------- 112 - ----------------------------------------------------------------------------------------------------------------------- 113 ICO SUPPLIED INFORMATION - ----------------------------------------------------------------------------------------------------------------------- 114 Draft AMBE Voice Codec Software Interface - ----------------------------------------------------------------------------------------------------------------------- 115 High Level Functional Description - ----------------------------------------------------------------------------------------------------------------------- 116 Preliminary NMS/SCC ICD Including Definition of Ephemeris - ----------------------------------------------------------------------------------------------------------------------- 117 Voice Codec Floating Point - C Source Code - ----------------------------------------------------------------------------------------------------------------------- 118 Final NMS/SCC ICD Including Definition of Ephemeris Data - ----------------------------------------------------------------------------------------------------------------------- 119 Low Level Functional Description - ----------------------------------------------------------------------------------------------------------------------- 120 Air Interface Final Version 4 - ----------------------------------------------------------------------------------------------------------------------- 121 Locations of China and Brazil SAN Sites - ----------------------------------------------------------------------------------------------------------------------- 122 - ----------------------------------------------------------------------------------------------------------------------- 123 - ----------------------------------------------------------------------------------------------------------------------- 124 RFT EQUIPMENT - ----------------------------------------------------------------------------------------------------------------------- 125 RFT INSTALLATION DRM - ----------------------------------------------------------------------------------------------------------------------- 126 RFT FINAL DESIGN PACKAGE - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 109 Between SAN and Primary NMC for MSSC#1/HLR Testing - ----------------------------------------------------------------------------------------------------------------------- 110 Inter SAN/MSSC for Phase 2-2 Testing - ----------------------------------------------------------------------------------------------------------------------- 111 Between SANs and Backup NMC - ----------------------------------------------------------------------------------------------------------------------- 112 - ----------------------------------------------------------------------------------------------------------------------- 113 ICO SUPPLIED INFORMATION - ----------------------------------------------------------------------------------------------------------------------- 114 Draft AMBE Voice Codec Software Interface - ----------------------------------------------------------------------------------------------------------------------- 115 High Level Functional Description - ----------------------------------------------------------------------------------------------------------------------- 116 Preliminary NMS/SCC ICD Including Definition of Ephemeris - ----------------------------------------------------------------------------------------------------------------------- 117 Voice Codec Floating Point - C Source Code - ----------------------------------------------------------------------------------------------------------------------- 118 Final NMS/SCC ICD Including Definition of Ephemeris Data - ----------------------------------------------------------------------------------------------------------------------- 119 Low Level Functional Description - ----------------------------------------------------------------------------------------------------------------------- 120 Air Interface Final Version 4 - ----------------------------------------------------------------------------------------------------------------------- 121 Locations of China and Brazil SAN Sites - ----------------------------------------------------------------------------------------------------------------------- 122 - ----------------------------------------------------------------------------------------------------------------------- 123 - ----------------------------------------------------------------------------------------------------------------------- 124 RFT EQUIPMENT - ----------------------------------------------------------------------------------------------------------------------- 125 RFT INSTALLATION DRM - ----------------------------------------------------------------------------------------------------------------------- 126 RFT FINAL DESIGN PACKAGE - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 7 REVISED ON THE 12TH NOVEMBER, 1997 1045 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 127 RFT MANUFACTURING 465d 3/17/97 12/4/98 - ------------------------------------------------------------------------------------------------------------------------------------ 128 ANTENNA PREASSEMBLY 35d 6/2/97 7/18/97 - ------------------------------------------------------------------------------------------------------------------------------------ 129 RFT FAT PHASE 1 TEST 14d 7/22/97 8/8/97 - ------------------------------------------------------------------------------------------------------------------------------------ 130 ANCHOR BOLTS & TEMPLATE TRANSPORTATION 123d 5/22/97 11/7/97 - ------------------------------------------------------------------------------------------------------------------------------------ 131 ICO SUPPLIED SHIPPING & CONSIGNEE INFORMATION FOR RF 409d 7/9/97 1/10/99 - ------------------------------------------------------------------------------------------------------------------------------------ 132 USA 30d 7/9/97 8/19/97 - ------------------------------------------------------------------------------------------------------------------------------------ 133 INDIA 30d 7/15/97 8/25/97 - ------------------------------------------------------------------------------------------------------------------------------------ 134 AUSTRALIA 30d 8/11/97 9/21/97 - ------------------------------------------------------------------------------------------------------------------------------------ 135 SOUTH AFRICA 30d 9/25/97 11/4/97 - ------------------------------------------------------------------------------------------------------------------------------------ 136 CHILE 30d 9/15/97 10/26/97 - ------------------------------------------------------------------------------------------------------------------------------------ 137 GERMANY 30d 8/18/97 9/28/97 - ------------------------------------------------------------------------------------------------------------------------------------ 138 INDONESIA 30d 3/2/98 4/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ 139 KOREA 30d 3/9/98 4/19/98 - ------------------------------------------------------------------------------------------------------------------------------------ 140 MEXICO 30d 6/1/98 7/8/98 - ------------------------------------------------------------------------------------------------------------------------------------ 141 UAE 30d 6/5/98 7/14/98 - ------------------------------------------------------------------------------------------------------------------------------------ 142 CHINA 30d 12/1/98 1/10/99 - ------------------------------------------------------------------------------------------------------------------------------------ 143 BRAZIL 30d 10/15/98 11/24/98 - ------------------------------------------------------------------------------------------------------------------------------------ 144 RFT EQUIPMENT TRANSPORTATION 408d 8/20/97 2/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 127 RFT MANUFACTURING - ----------------------------------------------------------------------------------------------------------------------- 128 ANTENNA PREASSEMBLY - ----------------------------------------------------------------------------------------------------------------------- 129 RFT FAT PHASE 1 TEST - ----------------------------------------------------------------------------------------------------------------------- 130 ANCHOR BOLTS & TEMPLATE TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- 131 ICO SUPPLIED SHIPPING & CONSIGNEE INFORMATION FOR RF - ----------------------------------------------------------------------------------------------------------------------- 132 USA - ----------------------------------------------------------------------------------------------------------------------- 133 INDIA - ----------------------------------------------------------------------------------------------------------------------- 134 AUSTRALIA - ----------------------------------------------------------------------------------------------------------------------- 135 SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------------------- 136 CHILE - ----------------------------------------------------------------------------------------------------------------------- 137 GERMANY - ----------------------------------------------------------------------------------------------------------------------- 138 INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 139 KOREA - ----------------------------------------------------------------------------------------------------------------------- 140 MEXICO - ----------------------------------------------------------------------------------------------------------------------- 141 UAE - ----------------------------------------------------------------------------------------------------------------------- 142 CHINA - ----------------------------------------------------------------------------------------------------------------------- 143 BRAZIL - ----------------------------------------------------------------------------------------------------------------------- 144 RFT EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 127 RFT MANUFACTURING - ----------------------------------------------------------------------------------------------------------------------- 128 ANTENNA PREASSEMBLY - ----------------------------------------------------------------------------------------------------------------------- 129 RFT FAT PHASE 1 TEST - ----------------------------------------------------------------------------------------------------------------------- 130 ANCHOR BOLTS & TEMPLATE TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- 131 ICO SUPPLIED SHIPPING & CONSIGNEE INFORMATION FOR RF - ----------------------------------------------------------------------------------------------------------------------- 132 USA - ----------------------------------------------------------------------------------------------------------------------- 133 INDIA - ----------------------------------------------------------------------------------------------------------------------- 134 AUSTRALIA - ----------------------------------------------------------------------------------------------------------------------- 135 SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------------------- 136 CHILE - ----------------------------------------------------------------------------------------------------------------------- 137 GERMANY - ----------------------------------------------------------------------------------------------------------------------- 138 INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 139 KOREA - ----------------------------------------------------------------------------------------------------------------------- 140 MEXICO - ----------------------------------------------------------------------------------------------------------------------- 141 UAE - ----------------------------------------------------------------------------------------------------------------------- 142 CHINA - ----------------------------------------------------------------------------------------------------------------------- 143 BRAZIL - ----------------------------------------------------------------------------------------------------------------------- 144 RFT EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 127 RFT MANUFACTURING - ----------------------------------------------------------------------------------------------------------------------- 128 ANTENNA PREASSEMBLY - ----------------------------------------------------------------------------------------------------------------------- 129 RFT FAT PHASE 1 TEST - ----------------------------------------------------------------------------------------------------------------------- 130 ANCHOR BOLTS & TEMPLATE TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- 131 ICO SUPPLIED SHIPPING & CONSIGNEE INFORMATION FOR RF - ----------------------------------------------------------------------------------------------------------------------- 132 USA - ----------------------------------------------------------------------------------------------------------------------- 133 INDIA - ----------------------------------------------------------------------------------------------------------------------- 134 AUSTRALIA - ----------------------------------------------------------------------------------------------------------------------- 135 SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------------------- 136 CHILE - ----------------------------------------------------------------------------------------------------------------------- 137 GERMANY - ----------------------------------------------------------------------------------------------------------------------- 138 INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 139 KOREA - ----------------------------------------------------------------------------------------------------------------------- 140 MEXICO - ----------------------------------------------------------------------------------------------------------------------- 141 UAE - ----------------------------------------------------------------------------------------------------------------------- 142 CHINA - ----------------------------------------------------------------------------------------------------------------------- 143 BRAZIL - ----------------------------------------------------------------------------------------------------------------------- 144 RFT EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 8 REVISED ON THE 12TH NOVEMBER, 1997 1046 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 145 USA 163d 8/20/97 3/27/98 - ------------------------------------------------------------------------------------------------------------------------------------ 146 USA RFT No 1 35d 8/25/97 10/10/97 - ------------------------------------------------------------------------------------------------------------------------------------ 147 USA SHELTERS x5 38d 8/20/97 10/10/97 - ------------------------------------------------------------------------------------------------------------------------------------ 148 USA ANTENNA No 1 36d 8/25/97 10/13/97 - ------------------------------------------------------------------------------------------------------------------------------------ 149 USA RFT No 2 35d 10/1/97 11/15/97 - ------------------------------------------------------------------------------------------------------------------------------------ 150 USA ANTENNA No 2 35d 10/1/97 11/15/97 - ------------------------------------------------------------------------------------------------------------------------------------ 151 USA RFT Nos 3-5 36d 2/10/98 3/27/98 - ------------------------------------------------------------------------------------------------------------------------------------ 152 USA ANTENNA Nos 3-5 36d 2/10/98 3/27/98 - ------------------------------------------------------------------------------------------------------------------------------------ 153 INDIA 149d 8/26/97 3/13/98 - ------------------------------------------------------------------------------------------------------------------------------------ 154 INDIA RFT No 1 32d 9/11/97 10/26/97 - ------------------------------------------------------------------------------------------------------------------------------------ 155 INDIA SHELTERS x5 46d 8/26/97 10/28/97 - ------------------------------------------------------------------------------------------------------------------------------------ 156 INDIA ANTENNA No 1 44d 8/26/97 10/26/97 - ------------------------------------------------------------------------------------------------------------------------------------ 157 INDIA RFT No 2 35d 10/1/97 11/15/97 - ------------------------------------------------------------------------------------------------------------------------------------ 158 INDIA ANTENNA No 2 45d 10/1/97 11/28/97 - ------------------------------------------------------------------------------------------------------------------------------------ 159 INDIA RFT No 3 33d 12/16/97 1/29/98 - ------------------------------------------------------------------------------------------------------------------------------------ 160 INDIA ANTENNA No 3 45d 12/15/97 2/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ 161 INDIA RFT Nos 4 & 5 36d 1/12/98 2/26/98 - ------------------------------------------------------------------------------------------------------------------------------------ 162 INDIA ANTENNA Nos 3-5 48d 1/12/98 3/13/98 - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 145 USA - ----------------------------------------------------------------------------------------------------------- 146 USA RFT No 1 - ----------------------------------------------------------------------------------------------------------- 147 USA SHELTERS x5 - ----------------------------------------------------------------------------------------------------------- 148 USA ANTENNA No 1 - ----------------------------------------------------------------------------------------------------------- 149 USA RFT No 2 - ----------------------------------------------------------------------------------------------------------- 150 USA ANTENNA No 2 - ----------------------------------------------------------------------------------------------------------- 151 USA RFT Nos 3-5 - ----------------------------------------------------------------------------------------------------------- 152 USA ANTENNA Nos 3-5 - ----------------------------------------------------------------------------------------------------------- 153 INDIA - ----------------------------------------------------------------------------------------------------------- 154 INDIA RFT No 1 - ----------------------------------------------------------------------------------------------------------- 155 INDIA SHELTERS x5 - ----------------------------------------------------------------------------------------------------------- 156 INDIA ANTENNA No 1 - ----------------------------------------------------------------------------------------------------------- 157 INDIA RFT No 2 - ----------------------------------------------------------------------------------------------------------- 158 INDIA ANTENNA No 2 - ----------------------------------------------------------------------------------------------------------- 159 INDIA RFT No 3 - ----------------------------------------------------------------------------------------------------------- 160 INDIA ANTENNA No 3 - ----------------------------------------------------------------------------------------------------------- 161 INDIA RFT Nos 4 & 5 - ----------------------------------------------------------------------------------------------------------- 162 INDIA ANTENNA Nos 3-5 - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 145 USA - ----------------------------------------------------------------------------------------------------------- 146 USA RFT No 1 - ----------------------------------------------------------------------------------------------------------- 147 USA SHELTERS x5 - ----------------------------------------------------------------------------------------------------------- 148 USA ANTENNA No 1 - ----------------------------------------------------------------------------------------------------------- 149 USA RFT No 2 - ----------------------------------------------------------------------------------------------------------- 150 USA ANTENNA No 2 - ----------------------------------------------------------------------------------------------------------- 151 USA RFT Nos 3-5 - ----------------------------------------------------------------------------------------------------------- 152 USA ANTENNA Nos 3-5 - ----------------------------------------------------------------------------------------------------------- 153 INDIA - ----------------------------------------------------------------------------------------------------------- 154 INDIA RFT No 1 - ----------------------------------------------------------------------------------------------------------- 155 INDIA SHELTERS x5 - ----------------------------------------------------------------------------------------------------------- 156 INDIA ANTENNA No 1 - ----------------------------------------------------------------------------------------------------------- 157 INDIA RFT No 2 - ----------------------------------------------------------------------------------------------------------- 158 INDIA ANTENNA No 2 - ----------------------------------------------------------------------------------------------------------- 159 INDIA RFT No 3 - ----------------------------------------------------------------------------------------------------------- 160 INDIA ANTENNA No 3 - ----------------------------------------------------------------------------------------------------------- 161 INDIA RFT Nos 4 & 5 - ----------------------------------------------------------------------------------------------------------- 162 INDIA ANTENNA Nos 3-5 - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 145 USA - ----------------------------------------------------------------------------------------------------------- 146 USA RFT No 1 - ----------------------------------------------------------------------------------------------------------- 147 USA SHELTERS x5 - ----------------------------------------------------------------------------------------------------------- 148 USA ANTENNA No 1 - ----------------------------------------------------------------------------------------------------------- 149 USA RFT No 2 - ----------------------------------------------------------------------------------------------------------- 150 USA ANTENNA No 2 - ----------------------------------------------------------------------------------------------------------- 151 USA RFT Nos 3-5 - ----------------------------------------------------------------------------------------------------------- 152 USA ANTENNA Nos 3-5 - ----------------------------------------------------------------------------------------------------------- 153 INDIA - ----------------------------------------------------------------------------------------------------------- 154 INDIA RFT No 1 - ----------------------------------------------------------------------------------------------------------- 155 INDIA SHELTERS x5 - ----------------------------------------------------------------------------------------------------------- 156 INDIA ANTENNA No 1 - ----------------------------------------------------------------------------------------------------------- 157 INDIA RFT No 2 - ----------------------------------------------------------------------------------------------------------- 158 INDIA ANTENNA No 2 - ----------------------------------------------------------------------------------------------------------- 159 INDIA RFT No 3 - ----------------------------------------------------------------------------------------------------------- 160 INDIA ANTENNA No 3 - ----------------------------------------------------------------------------------------------------------- 161 INDIA RFT Nos 4 & 5 - ----------------------------------------------------------------------------------------------------------- 162 INDIA ANTENNA Nos 3-5 - -----------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 9 REVISED ON THE 12TH NOVEMBER, 1997 1047 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------- ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 163 AUSTRALIA 87d 9/22/97 1/18/98 - ------------------------------------------------------------------------------------------------------------------------------------ 164 AUSTRALIA RFT No 1 40d 9/25/97 11/17/97 - ------------------------------------------------------------------------------------------------------------------------------------ 165 AUSTRALIA SHELTERS x5 43d 9/22/97 11/17/97 - ------------------------------------------------------------------------------------------------------------------------------------ 166 AUSTRALIA ANTENNA No 1 31d 9/29/97 11/7/97 - ------------------------------------------------------------------------------------------------------------------------------------ 167 AUSTRALIA RFT No 2 33d 10/15/97 11/26/97 - ------------------------------------------------------------------------------------------------------------------------------------ 168 AUSTRALIA ANTENNA No 2 27d 10/15/97 11/18/97 - ------------------------------------------------------------------------------------------------------------------------------------ 169 AUSTRALIA RFT Nos 3 & 4 9d 11/17/97 11/27/97 - ------------------------------------------------------------------------------------------------------------------------------------ 170 AUSTRALIA ANTENNA No 3 & 4 25d 11/17/97 12/19/97 - ------------------------------------------------------------------------------------------------------------------------------------ 171 AUSTRALIA RFT No 5 30d 12/8/97 1/18/98 - ------------------------------------------------------------------------------------------------------------------------------------ 172 AUSTRALIA ANTENNA No 5 25d 12/8/97 1/10/98 - ------------------------------------------------------------------------------------------------------------------------------------ 173 SOUTH AFRICA 99d 11/5/97 3/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 174 S.AFRICA RFT No 1 & 2 44d 11/5/97 1/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 175 S.AFRICA SHELTERS x5 34d 11/15/97 12/31/97 - ------------------------------------------------------------------------------------------------------------------------------------ 176 S.AFRICA ANTENNA No 1 & 2 45d 11/5/97 1/5/98 - ------------------------------------------------------------------------------------------------------------------------------------ 177 S.AFRICA RFT No 3, 4 & 5 44d 1/16/98 3/14/98 - ------------------------------------------------------------------------------------------------------------------------------------ 178 S.AFRICA ANTENNA 3, 46d 1/16/98 3/17/98 4 & 5 - ------------------------------------------------------------------------------------------------------------------------------------ 179 CHILE 71d 10/27/97 1/29/98 - ------------------------------------------------------------------------------------------------------------------------------------ 180 CHILE RFT No 1 & 2 47d 10/27/97 12/26/97 - ------------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ---------------------------------------------------------------------------------------------------------------- 163 AUSTRALIA - ---------------------------------------------------------------------------------------------------------------- 164 AUSTRALIA RFT No 1 - ---------------------------------------------------------------------------------------------------------------- 165 AUSTRALIA SHELTERS x5 - ---------------------------------------------------------------------------------------------------------------- 166 AUSTRALIA ANTENNA No 1 - ---------------------------------------------------------------------------------------------------------------- 167 AUSTRALIA RFT No 2 - ---------------------------------------------------------------------------------------------------------------- 168 AUSTRALIA ANTENNA No 2 - ---------------------------------------------------------------------------------------------------------------- 169 AUSTRALIA RFT Nos 3 & 4 - ---------------------------------------------------------------------------------------------------------------- 170 AUSTRALIA ANTENNA No 3 & 4 - ---------------------------------------------------------------------------------------------------------------- 171 AUSTRALIA RFT No 5 - ---------------------------------------------------------------------------------------------------------------- 172 AUSTRALIA ANTENNA No 5 - ---------------------------------------------------------------------------------------------------------------- 173 SOUTH AFRICA - ---------------------------------------------------------------------------------------------------------------- 174 S.AFRICA RFT No 1 & 2 - ---------------------------------------------------------------------------------------------------------------- 175 S.AFRICA SHELTERS x5 - ---------------------------------------------------------------------------------------------------------------- 176 S.AFRICA ANTENNA No 1 & 2 - ---------------------------------------------------------------------------------------------------------------- 177 S.AFRICA RFT No 3, 4 & 5 - ---------------------------------------------------------------------------------------------------------------- 178 S.AFRICA ANTENNA 3, 4 & 5 - ---------------------------------------------------------------------------------------------------------------- 179 CHILE - ---------------------------------------------------------------------------------------------------------------- 180 CHILE RFT No 1 & 2 - ----------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ---------------------------------------------------------------------------------------------------------------- 163 AUSTRALIA - ---------------------------------------------------------------------------------------------------------------- 164 AUSTRALIA RFT No 1 - ---------------------------------------------------------------------------------------------------------------- 165 AUSTRALIA SHELTERS x5 - ---------------------------------------------------------------------------------------------------------------- 166 AUSTRALIA ANTENNA No 1 - ---------------------------------------------------------------------------------------------------------------- 167 AUSTRALIA RFT No 2 - ---------------------------------------------------------------------------------------------------------------- 168 AUSTRALIA ANTENNA No 2 - ---------------------------------------------------------------------------------------------------------------- 169 AUSTRALIA RFT Nos 3 & 4 - ---------------------------------------------------------------------------------------------------------------- 170 AUSTRALIA ANTENNA No 3 & 4 - ---------------------------------------------------------------------------------------------------------------- 171 AUSTRALIA RFT No 5 - ---------------------------------------------------------------------------------------------------------------- 172 AUSTRALIA ANTENNA No 5 - ---------------------------------------------------------------------------------------------------------------- 173 SOUTH AFRICA - ---------------------------------------------------------------------------------------------------------------- 174 S.AFRICA RFT No 1 & 2 - ---------------------------------------------------------------------------------------------------------------- 175 S.AFRICA SHELTERS x5 - ---------------------------------------------------------------------------------------------------------------- 176 S.AFRICA ANTENNA No 1 & 2 - ---------------------------------------------------------------------------------------------------------------- 177 S.AFRICA RFT No 3, 4 & 5 - ---------------------------------------------------------------------------------------------------------------- 178 S.AFRICA ANTENNA 3, 4 & 5 - ---------------------------------------------------------------------------------------------------------------- 179 CHILE - ---------------------------------------------------------------------------------------------------------------- 180 CHILE RFT No 1 & 2 - ----------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ---------------------------------------------------------------------------------------------------------------- 163 AUSTRALIA - ---------------------------------------------------------------------------------------------------------------- 164 AUSTRALIA RFT No 1 - ---------------------------------------------------------------------------------------------------------------- 165 AUSTRALIA SHELTERS x5 - ---------------------------------------------------------------------------------------------------------------- 166 AUSTRALIA ANTENNA No 1 - ---------------------------------------------------------------------------------------------------------------- 167 AUSTRALIA RFT No 2 - ---------------------------------------------------------------------------------------------------------------- 168 AUSTRALIA ANTENNA No 2 - ---------------------------------------------------------------------------------------------------------------- 169 AUSTRALIA RFT Nos 3 & 4 - ---------------------------------------------------------------------------------------------------------------- 170 AUSTRALIA ANTENNA No 3 & 4 - ---------------------------------------------------------------------------------------------------------------- 171 AUSTRALIA RFT No 5 - ---------------------------------------------------------------------------------------------------------------- 172 AUSTRALIA ANTENNA No 5 - ---------------------------------------------------------------------------------------------------------------- 173 SOUTH AFRICA - ---------------------------------------------------------------------------------------------------------------- 174 S.AFRICA RFT No 1 & 2 - ---------------------------------------------------------------------------------------------------------------- 175 S.AFRICA SHELTERS x5 - ---------------------------------------------------------------------------------------------------------------- 176 S.AFRICA ANTENNA No 1 & 2 - ---------------------------------------------------------------------------------------------------------------- 177 S.AFRICA RFT No 3, 4 & 5 - ---------------------------------------------------------------------------------------------------------------- 178 S.AFRICA ANTENNA 3, 4 & 5 - ---------------------------------------------------------------------------------------------------------------- 179 CHILE - ---------------------------------------------------------------------------------------------------------------- 180 CHILE RFT No 1 & 2 - ----------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 10 REVISED ON THE 12TH NOVEMBER, 1997 1048 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 181 CHILE SHELTERS X5 38d 11/11/97 12/31/97 - ------------------------------------------------------------------------------------------------------------------------------------ 182 CHILE ANTENNA NO 1 & 2 50d 10/27/97 12/31/97 - ------------------------------------------------------------------------------------------------------------------------------------ 183 CHILE RFT NO 3, 4 & 5 44d 11/25/97 1/24/98 - ------------------------------------------------------------------------------------------------------------------------------------ 184 CHILE ANTENNA NO 3, 4 & 5 48d 11/25/97 1/29/98 - ------------------------------------------------------------------------------------------------------------------------------------ 185 GERMANY 155d 9/29/97 4/24/98 - ------------------------------------------------------------------------------------------------------------------------------------ 186 GERMANY RFT NO 1 39d 9/29/97 11/18/97 - ------------------------------------------------------------------------------------------------------------------------------------ 187 GERMANY RFT NO 2 38d 10/15/97 12/3/97 - ------------------------------------------------------------------------------------------------------------------------------------ 188 GERMANY SHELTERS X5 12d 11/15/97 12/1/97 - ------------------------------------------------------------------------------------------------------------------------------------ 189 GERMANY ANTENNA NO 1 37d 9/29/97 11/15/97 - ------------------------------------------------------------------------------------------------------------------------------------ 190 GERMANY ANTENNA NO 2 36d 10/15/97 12/1/97 - ------------------------------------------------------------------------------------------------------------------------------------ 191 GERMANY RFT NO 3, 4 & 5 34d 3/10/98 4/24/98 - ------------------------------------------------------------------------------------------------------------------------------------ 192 GERMANY ANTENNA NO 3, 4 & 5 31d 3/13/98 4/24/98 - ------------------------------------------------------------------------------------------------------------------------------------ 193 INDONESIA 51d 4/8/98 6/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ 194 INDONESIA RFT NO 1, 2 & 3 24d 4/16/98 5/18/98 - ------------------------------------------------------------------------------------------------------------------------------------ 195 INDONESIA SHELTER X 5 31d 4/8/98 5/19/98 - ------------------------------------------------------------------------------------------------------------------------------------ 196 INDONESIA ANTENNA NO 1, 2 & 3 26d 4/14/98 5/18/98 - ------------------------------------------------------------------------------------------------------------------------------------ 197 INDONESIA RFT NO 4 & 5 28d 5/11/98 6/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ 198 INDONESIA ANTENNA 4 & 5 29d 5/8/98 6/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 181 CHILE SHELTERS X5 - ----------------------------------------------------------------------------------------------------------------------- 182 CHILE ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 183 CHILE RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 184 CHILE ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 185 GERMANY - ----------------------------------------------------------------------------------------------------------------------- 186 GERMANY RFT NO 1 - ----------------------------------------------------------------------------------------------------------------------- 187 GERMANY RFT NO 2 - ----------------------------------------------------------------------------------------------------------------------- 188 GERMANY SHELTERS X5 - ----------------------------------------------------------------------------------------------------------------------- 189 GERMANY ANTENNA NO 1 - ----------------------------------------------------------------------------------------------------------------------- 190 GERMANY ANTENNA NO 2 - ----------------------------------------------------------------------------------------------------------------------- 191 GERMANY RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 192 GERMANY ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 193 INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 194 INDONESIA RFT NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 195 INDONESIA SHELTER X 5 - ----------------------------------------------------------------------------------------------------------------------- 196 INDONESIA ANTENNA NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 197 INDONESIA RFT NO 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 198 INDONESIA ANTENNA 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 181 CHILE SHELTERS X5 - ----------------------------------------------------------------------------------------------------------------------- 182 CHILE ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 183 CHILE RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 184 CHILE ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 185 GERMANY - ----------------------------------------------------------------------------------------------------------------------- 186 GERMANY RFT NO 1 - ----------------------------------------------------------------------------------------------------------------------- 187 GERMANY RFT NO 2 - ----------------------------------------------------------------------------------------------------------------------- 188 GERMANY SHELTERS X5 - ----------------------------------------------------------------------------------------------------------------------- 189 GERMANY ANTENNA NO 1 - ----------------------------------------------------------------------------------------------------------------------- 190 GERMANY ANTENNA NO 2 - ----------------------------------------------------------------------------------------------------------------------- 191 GERMANY RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 192 GERMANY ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 193 INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 194 INDONESIA RFT NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 195 INDONESIA SHELTER X 5 - ----------------------------------------------------------------------------------------------------------------------- 196 INDONESIA ANTENNA NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 197 INDONESIA RFT NO 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 198 INDONESIA ANTENNA 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 181 CHILE SHELTERS X5 - ----------------------------------------------------------------------------------------------------------------------- 182 CHILE ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 183 CHILE RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 184 CHILE ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 185 GERMANY - ----------------------------------------------------------------------------------------------------------------------- 186 GERMANY RFT NO 1 - ----------------------------------------------------------------------------------------------------------------------- 187 GERMANY RFT NO 2 - ----------------------------------------------------------------------------------------------------------------------- 188 GERMANY SHELTERS X5 - ----------------------------------------------------------------------------------------------------------------------- 189 GERMANY ANTENNA NO 1 - ----------------------------------------------------------------------------------------------------------------------- 190 GERMANY ANTENNA NO 2 - ----------------------------------------------------------------------------------------------------------------------- 191 GERMANY RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 192 GERMANY ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 193 INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 194 INDONESIA RFT NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 195 INDONESIA SHELTER X 5 - ----------------------------------------------------------------------------------------------------------------------- 196 INDONESIA ANTENNA NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 197 INDONESIA RFT NO 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 198 INDONESIA ANTENNA 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 11 REVISED ON THE 12TH NOVEMBER, 1997 1049 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 199 KOREA 58d 3/23/98 6/7/98 - ------------------------------------------------------------------------------------------------------------------------------------ 200 KOREA RFT NO 1, & 2 15d 4/20/98 5/8/98 - ------------------------------------------------------------------------------------------------------------------------------------ 201 KOREA SHELTER X 5 34d 3/23/98 5/7/98 - ------------------------------------------------------------------------------------------------------------------------------------ 202 KOREA ANTENNA NO 1 & 2 14d 4/22/98 5/11/98 - ------------------------------------------------------------------------------------------------------------------------------------ 203 KOREA RFT NO 3, 4 & 5 15d 5/19/98 6/5/98 - ------------------------------------------------------------------------------------------------------------------------------------ 204 KOREA ANTENNA 3, 4 & 5 16d 5/19/98 6/7/98 - ------------------------------------------------------------------------------------------------------------------------------------ 205 MEXICO 65d 6/5/98 8/27/98 - ------------------------------------------------------------------------------------------------------------------------------------ 206 MEXICO RFT NO 1 & 2 34d 6/26/98 8/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 207 MEXICO SHELTERS X 5 28d 7/4/98 8/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 208 MEXICO ANTENNA NO 1 & 2 50d 6/5/98 8/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 209 MEXICO RFT 3, 4 & 5 37d 7/13/98 8/27/98 - ------------------------------------------------------------------------------------------------------------------------------------ 210 MEXICO ANTENNA 3, 4 & 5 51d 6/23/98 8/26/98 - ------------------------------------------------------------------------------------------------------------------------------------ 211 UAE 53d 7/15/98 9/20/98 - ------------------------------------------------------------------------------------------------------------------------------------ 212 UAE RFT NO 1, 2 & 3 31d 7/15/98 8/22/98 - ------------------------------------------------------------------------------------------------------------------------------------ 213 UAE SHELTERS X 5 30d 7/16/98 8/22/98 - ------------------------------------------------------------------------------------------------------------------------------------ 214 UAE ANTENNA NO 1, 2 & 3 31d 7/15/98 8/22/98 - ------------------------------------------------------------------------------------------------------------------------------------ 215 UAE RFT 4 & 5 31d 8/12/98 9/20/98 - ------------------------------------------------------------------------------------------------------------------------------------ 216 UAE ANTENNA NO 4 & 5 29d 8/14/98 9/20/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 199 KOREA - ----------------------------------------------------------------------------------------------------------------------- 200 KOREA RFT NO 1, & 2 - ----------------------------------------------------------------------------------------------------------------------- 201 KOREA SHELTER X 5 - ----------------------------------------------------------------------------------------------------------------------- 202 KOREA ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 203 KOREA RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 204 KOREA ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 205 MEXICO - ----------------------------------------------------------------------------------------------------------------------- 206 MEXICO RFT NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 207 MEXICO SHELTERS X 5 - ----------------------------------------------------------------------------------------------------------------------- 208 MEXICO ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 209 MEXICO RFT 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 210 MEXICO ANTENNA 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 211 UAE - ----------------------------------------------------------------------------------------------------------------------- 212 UAE RFT NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 213 UAE SHELTERS X 5 - ----------------------------------------------------------------------------------------------------------------------- 214 UAE ANTENNA NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 215 UAE RFT 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 216 UAE ANTENNA NO 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 199 KOREA - ----------------------------------------------------------------------------------------------------------------------- 200 KOREA RFT NO 1, & 2 - ----------------------------------------------------------------------------------------------------------------------- 201 KOREA SHELTER X 5 - ----------------------------------------------------------------------------------------------------------------------- 202 KOREA ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 203 KOREA RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 204 KOREA ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 205 MEXICO - ----------------------------------------------------------------------------------------------------------------------- 206 MEXICO RFT NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 207 MEXICO SHELTERS X 5 - ----------------------------------------------------------------------------------------------------------------------- 208 MEXICO ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 209 MEXICO RFT 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 210 MEXICO ANTENNA 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 211 UAE - ----------------------------------------------------------------------------------------------------------------------- 212 UAE RFT NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 213 UAE SHELTERS X 5 - ----------------------------------------------------------------------------------------------------------------------- 214 UAE ANTENNA NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 215 UAE RFT 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 216 UAE ANTENNA 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 199 KOREA - ----------------------------------------------------------------------------------------------------------------------- 200 KOREA RFT NO 1, & 2 - ----------------------------------------------------------------------------------------------------------------------- 201 KOREA SHELTER X 5 - ----------------------------------------------------------------------------------------------------------------------- 202 KOREA ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 203 KOREA RFT NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 204 KOREA ANTENNA NO 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 205 MEXICO - ----------------------------------------------------------------------------------------------------------------------- 206 MEXICO RFT NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 207 MEXICO SHELTERS X 5 - ----------------------------------------------------------------------------------------------------------------------- 208 MEXICO ANTENNA NO 1 & 2 - ----------------------------------------------------------------------------------------------------------------------- 209 MEXICO RFT 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 210 MEXICO ANTENNA 3, 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 211 UAE - ----------------------------------------------------------------------------------------------------------------------- 212 UAE RFT NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 213 UAE SHELTERS X 5 - ----------------------------------------------------------------------------------------------------------------------- 214 UAE ANTENNA NO 1, 2 & 3 - ----------------------------------------------------------------------------------------------------------------------- 215 UAE RFT 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- 216 UAE ANTENNA NO 4 & 5 - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 12 REVISED ON THE 12TH NOVEMBER, 1997 1050 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 217 CHINA 52d 12/9/98 2/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 218 CHINA RFT 1, 2 & 3 17d 1/11/99 1/31/99 - ------------------------------------------------------------------------------------------------------------------------------------ 219 CHINA SHELTERS X 5 40d 12/9/98 1/31/99 - ------------------------------------------------------------------------------------------------------------------------------------ 220 CHINA ANTENNA 1, 2 & 3 4d 1/27/99 1/31/99 - ------------------------------------------------------------------------------------------------------------------------------------ 221 CHINA RFT 4 & 5 18d 1/25/99 2/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 222 CHINA ANTENNA 4 & 5 3d 2/12/99 2/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 223 BRAZIL 59d 11/30/98 2/14/99 - ------------------------------------------------------------------------------------------------------------------------------------ 224 BRAZIL RFT No 1, 2 & 3 49d 11/30/98 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 226 BRAZIL ANTENNA 1, 2 & 3 43d 12/7/98 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 227 BRAZIL RFT 4 & 5 49d 12/11/98 2/14/99 - ------------------------------------------------------------------------------------------------------------------------------------ 228 BRAZIL ANTENNA 4 & 5 43d 12/16/98 2/10/99 - ------------------------------------------------------------------------------------------------------------------------------------ 229 - ------------------------------------------------------------------------------------------------------------------------------------ 230 SBS 759d 2/11/97 12/3/99 - ------------------------------------------------------------------------------------------------------------------------------------ 231 DESIGN DOCUMENTATION 712d 3/17/97 11/3/99 - ------------------------------------------------------------------------------------------------------------------------------------ 232 DESIGN 176d 3/17/97 11/14/97 - ------------------------------------------------------------------------------------------------------------------------------------ 233 PDR-1 Design Documents 27d 3/17/97 4/22/97 - ------------------------------------------------------------------------------------------------------------------------------------ 234 PDR-2 Design Documents 71d 5/23/97 8/29/97 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------ 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 217 CHINA - ------------------------------------------------------------------------------------------------------------ 218 CHINA RFT 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------ 219 CHINA SHELTERS X 5 - ------------------------------------------------------------------------------------------------------------ 220 CHINA ANTENNA 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------ 221 CHINA RFT 4 & 5 - ------------------------------------------------------------------------------------------------------------ 222 CHINA ANTENNA 4 & 5 - ------------------------------------------------------------------------------------------------------------ 223 BRAZIL - ------------------------------------------------------------------------------------------------------------ 224 BRAZIL RFT No 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------ 225 BRAZIL SHELTERS X 5 - ------------------------------------------------------------------------------------------------------------ 226 BRAZIL ANTENNA 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------ 227 BRAZIL RFT 4 & 5 - ------------------------------------------------------------------------------------------------------------ 228 BRAZIL ANTENNA 4 & 5 - ------------------------------------------------------------------------------------------------------------ 229 - ------------------------------------------------------------------------------------------------------------ 230 SBS - ------------------------------------------------------------------------------------------------------------ 231 DESIGN DOCUMENTATION - ------------------------------------------------------------------------------------------------------------ 232 DESIGN - ------------------------------------------------------------------------------------------------------------ 233 PDR-1 Design Documents - ------------------------------------------------------------------------------------------------------------ 234 PDR-2 Design Documents - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 217 CHINA - ------------------------------------------------------------------------------------------------------------- 218 CHINA RFT 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 219 CHINA SHELTERS X 5 - ------------------------------------------------------------------------------------------------------------- 220 CHINA ANTENNA 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 221 CHINA RFT 4 & 5 - ------------------------------------------------------------------------------------------------------------- 222 CHINA ANTENNA 4 & 5 - ------------------------------------------------------------------------------------------------------------- 223 BRAZIL - ------------------------------------------------------------------------------------------------------------- 224 BRAZIL RFT No 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 225 BRAZIL SHELTERS X 5 - ------------------------------------------------------------------------------------------------------------- 226 BRAZIL ANTENNA 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 227 BRAZIL RFT 4 & 5 - ------------------------------------------------------------------------------------------------------------- 228 BRAZIL ANTENNA 4 & 5 - ------------------------------------------------------------------------------------------------------------- 229 - ------------------------------------------------------------------------------------------------------------- 230 SBS - ------------------------------------------------------------------------------------------------------------- 231 DESIGN DOCUMENTATION - ------------------------------------------------------------------------------------------------------------- 232 DESIGN - ------------------------------------------------------------------------------------------------------------- 233 PDR-1 Design Documents - ------------------------------------------------------------------------------------------------------------- 234 PDR-2 Design Documents - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 217 CHINA - ------------------------------------------------------------------------------------------------------------- 218 CHINA RFT 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 219 CHINA SHELTER X 5 - ------------------------------------------------------------------------------------------------------------- 220 CHINA ANTENNA 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 221 CHINA RFT 4 & 5 - ------------------------------------------------------------------------------------------------------------- 222 CHINA ANTENNA 4 & 5 - ------------------------------------------------------------------------------------------------------------- 223 BRAZIL - ------------------------------------------------------------------------------------------------------------- 224 BRAZIL RFT No 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 225 BRAZIL SHELTERS X 5 - ------------------------------------------------------------------------------------------------------------- 226 BRAZIL ANTENNA 1, 2 & 3 - ------------------------------------------------------------------------------------------------------------- 227 BRAZIL RFT 4 & 5 - ------------------------------------------------------------------------------------------------------------- 228 BRAZIL ANTENNA 4 & 5 - ------------------------------------------------------------------------------------------------------------- 229 - ------------------------------------------------------------------------------------------------------------- 230 SBS - ------------------------------------------------------------------------------------------------------------- 231 DESIGN DOCUMENTATION - ------------------------------------------------------------------------------------------------------------- 232 DESIGN - ------------------------------------------------------------------------------------------------------------- 233 PDR-1 Design Documents - ------------------------------------------------------------------------------------------------------------- 234 PDR-2 Design Documents - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 13 REVISED ON THE 12TH NOVEMBER, 1997 1051 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 235 FDR Design Documents 36d 9/29/97 11/14/97 - ------------------------------------------------------------------------------------------------------------------------------------ 236 ICD Design Documents 164d 4/2/97 11/14/97 - ------------------------------------------------------------------------------------------------------------------------------------ 237 TEST & VERIFICATION 712d 3/17/97 11/3/99 DOCUMENTS - ------------------------------------------------------------------------------------------------------------------------------------ 238 SBS R1, CDS, IDS, 398d 6/10/97 11/26/98 Phase 1 T&V Documents - ------------------------------------------------------------------------------------------------------------------------------------ 239 Simulators R1 Phase 1 329d 6/10/97 8/26/98 T&V Documents - ------------------------------------------------------------------------------------------------------------------------------------ 240 SBS, IDS, CDS, 294d 2/27/98 3/22/98 R1 Phase 2-1 T&V Documents - ------------------------------------------------------------------------------------------------------------------------------------ 241 SBS R2, Phase 2-1 299d 9/25/98 11/3/99 T&V Documents - ------------------------------------------------------------------------------------------------------------------------------------ 242 UT Load Simulator 530d 3/17/97 2/26/99 Documents - ------------------------------------------------------------------------------------------------------------------------------------ 243 SAN System Simulator 642d 3/17/97 7/30/99 Documents - ------------------------------------------------------------------------------------------------------------------------------------ 244 ALGORITHM 232d 4/1/97 2/13/98 DEVELOPMENT & SIMULATION - ------------------------------------------------------------------------------------------------------------------------------------ 245 SBS AND IDS 370d 4/15/97 8/27/98 DEVELOPMENT REL 1.0 - ------------------------------------------------------------------------------------------------------------------------------------ 246 SBS #1 MANUFACTURE 0d 8/31/98 8/31/98 COMPLETE (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------------------------------ 247 SBS S/W REL 1.X-2.0 215d 9/22/98 7/8/99 - ------------------------------------------------------------------------------------------------------------------------------------ 248 R1.1 Ready for 0d 9/22/98 9/22/98 Int Test - ------------------------------------------------------------------------------------------------------------------------------------ 249 R1.2 Ready to Ship 0d 12/14/98 12/14/98 - ------------------------------------------------------------------------------------------------------------------------------------ 250 R2.0 Ready to Ship 0d 7/8/99 7/8/99 - ------------------------------------------------------------------------------------------------------------------------------------ 251 CDS DEVELOPMENT 73d 12/1/97 3/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 252 CDS Factory Testing 40d 12/1/97 1/23/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1998 -------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 235 FDR Design Documents - ------------------------------------------------------------------------------------------------------------- 236 ICD Design Documents - ------------------------------------------------------------------------------------------------------------- 237 TEST & VERIFICATION DOCUMENTS - ------------------------------------------------------------------------------------------------------------- 238 SBS R1, CDS, IDS, Phase 1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 239 Simulators R1 Phase 1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 240 SBS, IDS, CDS, R1 Phase 2-1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 241 SBS R2, Phase 2-1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 242 UT Load Simulator Documents - ------------------------------------------------------------------------------------------------------------- 243 SAN System Simulator Documents - ------------------------------------------------------------------------------------------------------------- 244 ALGORITHM DEVELOPMENT & SIMULATION - ------------------------------------------------------------------------------------------------------------- 245 SBS AND IDS DEVELOPMENT REL 1.0 - ------------------------------------------------------------------------------------------------------------- 246 SBS #1 MANUFACTURE Yes COMPLETE (TOP LEVEL 8/31 MILESTONE) - ------------------------------------------------------------------------------------------------------------- 247 SBS S/W REL 1.X-2.0 - ------------------------------------------------------------------------------------------------------------- 248 R1.2 Ready for Int Test 9/22 - ------------------------------------------------------------------------------------------------------------- 249 R1.2 Ready to Ship 12/14 - ------------------------------------------------------------------------------------------------------------- 250 R2.0 Ready to Ship - ------------------------------------------------------------------------------------------------------------- 251 CDS Development - ------------------------------------------------------------------------------------------------------------- 252 CDS Factory Testing - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1999 -------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 235 FDR Design Documents - ------------------------------------------------------------------------------------------------------------- 236 ICD Design Documents - ------------------------------------------------------------------------------------------------------------- 237 TEST & VERIFICATION DOCUMENTS - ------------------------------------------------------------------------------------------------------------- 238 SBS R1, CDS, IDS, Phase 1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 239 Simulators R1 Phase 1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 240 SBS, IDS, CDS, R1 Phase 2-1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 241 SBS R2, Phase 2-1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 242 UT Load Simulator Documents - ------------------------------------------------------------------------------------------------------------- 243 SAN System Simulator Documents - ------------------------------------------------------------------------------------------------------------- 244 ALGORITHM DEVELOPMENT & SIMULATION - ------------------------------------------------------------------------------------------------------------- 245 SBS AND IDS DEVELOPMENT REL 1.0 - ------------------------------------------------------------------------------------------------------------- 246 SBS #1 MANUFACTURE COMPLETE (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------- 247 SBS S/W REL 1.X-2.0 - ------------------------------------------------------------------------------------------------------------- 248 R1.2 Ready for Int Test - ------------------------------------------------------------------------------------------------------------- 249 R1.2 Ready to Ship - ------------------------------------------------------------------------------------------------------------- 250 R2.0 Ready to Ship 7/8 - ------------------------------------------------------------------------------------------------------------- 251 CDS DEVELOPMENT - ------------------------------------------------------------------------------------------------------------- 252 CDS Factory Testing - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 2000 -------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 235 FDR Design Documents - ------------------------------------------------------------------------------------------------------------- 236 ICD Design Documents - ------------------------------------------------------------------------------------------------------------- 237 TEST & VERIFICATION DOCUMENTS - ------------------------------------------------------------------------------------------------------------- 238 SBS R1, CDS, IDS, Phase 1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 239 Simulators R1 Phase 1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 240 SBS, IDS, CDS, R1 Phase 2-1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 241 SBS R2, Phase 2-1 T&V Documents - ------------------------------------------------------------------------------------------------------------- 242 UT Load Simulator Documents - ------------------------------------------------------------------------------------------------------------- 243 SAN System Simulator Documents - ------------------------------------------------------------------------------------------------------------- 244 ALGORITHM DEVELOPMENT & SIMULATION - ------------------------------------------------------------------------------------------------------------- 245 SBS AND IDS DEVELOPMENT REL 1.0 - ------------------------------------------------------------------------------------------------------------- 246 SBS #1 MANUFACTURE COMPLETE (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------- 247 SBS S/W REL 1.X-2.0 - ------------------------------------------------------------------------------------------------------------- 248 R1.2 Ready for Int Test - ------------------------------------------------------------------------------------------------------------- 249 R1.2 Ready to Ship - ------------------------------------------------------------------------------------------------------------- 250 R2.0 Ready to Ship - ------------------------------------------------------------------------------------------------------------- 251 CDS Development - ------------------------------------------------------------------------------------------------------------- 252 CDS Factory Testing - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 14 REVISED ON THE 12TH NOVEMBER, 1997 1052 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 253 ICO Witness PH 1 Test 3d 1/26/98 1/28/98 - ------------------------------------------------------------------------------------------------------------------------------------ 254 CDS FOB DATES 27d 2/2/98 3/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 255 SAN 1 0d 2/2/98 2/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 256 SAN 2 0d 2/9/98 2/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 257 SAN 3 0d 2/16/98 2/16/98 - ------------------------------------------------------------------------------------------------------------------------------------ 258 SAN 4 0d 2/23/98 2/23/98 - ------------------------------------------------------------------------------------------------------------------------------------ 259 SAN 5 0d 3/2/98 3/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 260 SAN 6 0d 3/9/98 3/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 261 SYSTEM SIMULATOR SOFTWARE RELEASES 47d 6/1/98 6/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 262 S1.0 RELEASE TO ICO 0d 6/1/98 6/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 263 S2.0 RELEASE TO ICO 0d 8/1/98 8/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 264 UT LOAD SIMULATOR SOFTWARE RELEASES 209d 6/1/98 6/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 265 U1.0 Release to ICO 0d 6/1/98 6/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 266 U1.1 Release to ICO 0d 8/1/98 8/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 267 U2.0 Release to ICO 0d 3/1/99 3/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 268 AGENCY CERTIFICATION (CE MARK) 366d 8/4/97 12/5/98 - ------------------------------------------------------------------------------------------------------------------------------------ 269 CDS Certification 139d 8/4/97 2/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 270 SBS Certification 201d 3/16/98 12/5/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 253 ICO Witness PH 1 Test - ----------------------------------------------------------------------------------------------------------------------- 254 CDS FOB DATES - ----------------------------------------------------------------------------------------------------------------------- 255 SAN 1 2/2 - ----------------------------------------------------------------------------------------------------------------------- 256 SAN 2 2/9 - ----------------------------------------------------------------------------------------------------------------------- 257 SAN 3 2/16 - ----------------------------------------------------------------------------------------------------------------------- 258 SAN 4 2/23 - ----------------------------------------------------------------------------------------------------------------------- 259 SAN 5 3/2 - ----------------------------------------------------------------------------------------------------------------------- 260 SAN 6 3/9 - ----------------------------------------------------------------------------------------------------------------------- 261 SYSTEM SIMULATOR SOFTWARE RELEASES - ----------------------------------------------------------------------------------------------------------------------- 262 S1.0 RELEASE TO ICO 6/1 - ----------------------------------------------------------------------------------------------------------------------- 263 S2.0 RELEASE TO ICO 8/1 - ----------------------------------------------------------------------------------------------------------------------- 264 UT LOAD SIMULATOR SOFTWARE RELEASES - ----------------------------------------------------------------------------------------------------------------------- 265 U1.0 Release to ICO 6/1 - ----------------------------------------------------------------------------------------------------------------------- 266 U1.1 Release to ICO 8/1 - ----------------------------------------------------------------------------------------------------------------------- 267 U2.0 Release to ICO 3/1 - ----------------------------------------------------------------------------------------------------------------------- 268 AGENCY CERTIFICATION (CE MARK) - ----------------------------------------------------------------------------------------------------------------------- 269 CDS Certification - ----------------------------------------------------------------------------------------------------------------------- 270 SBS Certification - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 253 ICO Witness PH 1 Test - ----------------------------------------------------------------------------------------------------------------------- 254 CDS FOB DATES - ----------------------------------------------------------------------------------------------------------------------- 255 SAN 1 - ----------------------------------------------------------------------------------------------------------------------- 256 SAN 2 - ----------------------------------------------------------------------------------------------------------------------- 257 SAN 3 - ----------------------------------------------------------------------------------------------------------------------- 258 SAN 4 - ----------------------------------------------------------------------------------------------------------------------- 259 SAN 5 - ----------------------------------------------------------------------------------------------------------------------- 260 SAN 6 - ----------------------------------------------------------------------------------------------------------------------- 261 SYSTEM SIMULATOR SOFTWARE RELEASES - ----------------------------------------------------------------------------------------------------------------------- 262 S1.0 RELEASE TO ICO - ----------------------------------------------------------------------------------------------------------------------- 263 S2.0 RELEASE TO ICO - ----------------------------------------------------------------------------------------------------------------------- 264 UT LOAD SIMULATOR SOFTWARE RELEASES - ----------------------------------------------------------------------------------------------------------------------- 265 U1.0 Release to ICO - ----------------------------------------------------------------------------------------------------------------------- 266 U1.1 Release to ICO - ----------------------------------------------------------------------------------------------------------------------- 267 U2.0 Release to ICO 3/1 - ----------------------------------------------------------------------------------------------------------------------- 268 AGENCY CERTIFICATION (CE MARK) - ----------------------------------------------------------------------------------------------------------------------- 269 CDS Certification - ----------------------------------------------------------------------------------------------------------------------- 270 SBS Certification - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 253 ICO Witness PH 1 Test - ----------------------------------------------------------------------------------------------------------------------- 254 CDS FOB DATES - ----------------------------------------------------------------------------------------------------------------------- 255 SAN 1 - ----------------------------------------------------------------------------------------------------------------------- 256 SAN 2 - ----------------------------------------------------------------------------------------------------------------------- 257 SAN 3 - ----------------------------------------------------------------------------------------------------------------------- 258 SAN 4 - ----------------------------------------------------------------------------------------------------------------------- 259 SAN 5 - ----------------------------------------------------------------------------------------------------------------------- 260 SAN 6 - ----------------------------------------------------------------------------------------------------------------------- 261 SYSTEM SIMULATOR SOFTWARE RELEASES - ----------------------------------------------------------------------------------------------------------------------- 262 S1.0 RELEASE TO ICO - ----------------------------------------------------------------------------------------------------------------------- 263 S2.0 RELEASE TO ICO - ----------------------------------------------------------------------------------------------------------------------- 264 UT LOAD SIMULATOR SOFTWARE RELEASES - ----------------------------------------------------------------------------------------------------------------------- 265 U1.0 Release to ICO - ----------------------------------------------------------------------------------------------------------------------- 266 U1.1 Release to ICO - ----------------------------------------------------------------------------------------------------------------------- 267 U2.0 Release to ICO - ----------------------------------------------------------------------------------------------------------------------- 268 AGENCY CERTIFICATION (CE MARK) - ----------------------------------------------------------------------------------------------------------------------- 269 CDS Certification - ----------------------------------------------------------------------------------------------------------------------- 270 SBS Certification - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 15 REVISED ON THE 12TH NOVEMBER, 1997 1053 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 271 - ------------------------------------------------------------------------------------------------------------------------------------ 272 SBS EQUIPMENT TRANSPORTATION 191d 9/11/98 5/25/99 - ------------------------------------------------------------------------------------------------------------------------------------ 273 SBS 1 SAN 1 - USA 26d 9/11/98 10/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 274 SBS 2 SAN 2 - INDIA 30d 10/16/98 11/25/98 - ------------------------------------------------------------------------------------------------------------------------------------ 275 SBS 3 SAN 3 - AUSTRALIA 30d 10/16/98 11/25/98 - ------------------------------------------------------------------------------------------------------------------------------------ 276 SBS 4 SAN 4 - SOUTH AFRICA 30d 12/5/98 1/14/99 - ------------------------------------------------------------------------------------------------------------------------------------ 277 SBS 5 SAN 5 - CHILE 30d 12/5/98 1/14/99 - ------------------------------------------------------------------------------------------------------------------------------------ 278 SBS 6 SAN 6 - GERMANY 30d 12/5/98 1/14/99 - ------------------------------------------------------------------------------------------------------------------------------------ 279 SBS 7 SAN 7 - INDONESIA 34d 1/18/99 2/26/99 - ------------------------------------------------------------------------------------------------------------------------------------ 280 SBS 8 SAN 8 - KOREA 34d 1/18/99 2/26/99 - ------------------------------------------------------------------------------------------------------------------------------------ 281 SBS 9 SAN 9 - MEXICO 32d 2/26/99 4/9/99 - ------------------------------------------------------------------------------------------------------------------------------------ 282 SBS 10 SAN 10 - UAE 32d 2/26/99 4/9/99 - ------------------------------------------------------------------------------------------------------------------------------------ 283 SBS 11 SAN 11 - CHINA 29d 4/15/99 5/25/99 - ------------------------------------------------------------------------------------------------------------------------------------ 284 SBS 12 SAN 12 - BRAZIL 29d 4/15/99 5/25/99 - ------------------------------------------------------------------------------------------------------------------------------------ 285 - ------------------------------------------------------------------------------------------------------------------------------------ 286 MSSC 868d 5/2/97 7/27/00 - ------------------------------------------------------------------------------------------------------------------------------------ 287 ERICSSON PHASE MANAGEMENT 842d 6/10/97 7/27/00 - ------------------------------------------------------------------------------------------------------------------------------------ 288 PHASE 4 REVIEW 0d 6/10/97 6/10/97 6/10 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 271 - ----------------------------------------------------------------------------------------------------------------------- 272 SBS EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- 273 SBS 1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------------------- 274 SBS 2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------------------- 275 SBS 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------------------- 276 SBS 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------------------- 277 SBS 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------------------- 278 SBS 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------------------- 279 SBS 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 280 SBS 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------------------- 281 SBS 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------------------- 282 SBS 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------------------- 283 SBS 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------------------- 284 SBS 12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------------------- 285 - ----------------------------------------------------------------------------------------------------------------------- 286 MSSC - ----------------------------------------------------------------------------------------------------------------------- 287 ERICSSON PHASE MANAGEMENT - ----------------------------------------------------------------------------------------------------------------------- 288 PHASE 4 REVIEW - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 271 - ----------------------------------------------------------------------------------------------------------------------- 272 SBS EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- 273 SBS 1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------------------- 274 SBS 2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------------------- 275 SBS 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------------------- 276 SBS 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------------------- 277 SBS 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------------------- 278 SBS 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------------------- 279 SBS 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 280 SBS 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------------------- 281 SBS 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------------------- 282 SBS 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------------------- 283 SBS 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------------------- 284 SBS 12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------------------- 285 - ----------------------------------------------------------------------------------------------------------------------- 286 MSSC - ----------------------------------------------------------------------------------------------------------------------- 287 ERICSSON PHASE MANAGEMENT - ----------------------------------------------------------------------------------------------------------------------- 288 PHASE 4 REVIEW - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 271 - ----------------------------------------------------------------------------------------------------------------------- 272 SBS EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------------------- 273 SBS 1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------------------- 274 SBS 2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------------------- 275 SBS 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------------------- 276 SBS 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------------------- 277 SBS 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------------------- 278 SBS 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------------------- 279 SBS 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------------------- 280 SBS 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------------------- 281 SBS 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------------------- 282 SBS 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------------------- 283 SBS 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------------------- 284 SBS 12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------------------- 285 - ----------------------------------------------------------------------------------------------------------------------- 286 MSSC - ----------------------------------------------------------------------------------------------------------------------- 287 ERICSSON PHASE MANAGEMENT - ----------------------------------------------------------------------------------------------------------------------- 288 PHASE 4 REVIEW - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 16 REVISED ON THE 12TH NOVEMBER, 1997 1054 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------- ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 289 Phase 5 Review 0d 11/27/97 11/27/97 11/27 - ------------------------------------------------------------------------------------------------------------------------------------ 290 Phase 6 Review 0d 7/30/98 7/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 291 Phase 7 Review 0d 3/25/99 3/25/99 - ------------------------------------------------------------------------------------------------------------------------------------ 292 Phase 8 Review 0d 2/24/00 2/24/00 - ------------------------------------------------------------------------------------------------------------------------------------ 293 Phase 9 Review 0d 7/27/00 7/27/00 - ------------------------------------------------------------------------------------------------------------------------------------ 294 - ------------------------------------------------------------------------------------------------------------------------------------ 295 SYSTEM ENGINEERING 588d 12/31/97 3/2/00 (LPM) - ------------------------------------------------------------------------------------------------------------------------------------ 296 Network Information 0d 12/31/97 12/31/97 12/31 Binder Draft 1 - ------------------------------------------------------------------------------------------------------------------------------------ 297 Network Information 0d 6/1/98 6/1/98 Binder Draft 2 - ------------------------------------------------------------------------------------------------------------------------------------ 298 Network Information 0d 4/30/99 4/30/99 Binder Final 3 - ------------------------------------------------------------------------------------------------------------------------------------ 299 Final Numbering 0d 3/2/00 3/2/00 Information - ------------------------------------------------------------------------------------------------------------------------------------ 300 - ------------------------------------------------------------------------------------------------------------------------------------ 301 MSSC SOFTWARE 389d 1/31/98 7/1/99 DEVELOPMENT PROGRAM - ------------------------------------------------------------------------------------------------------------------------------------ 302 R7 PRODUCT LINE 48d 6/1/98 8/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 303 R7 MS8 0d 6/1/98 6/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 304 R7 (ICO Specific) 0d 8/1/98 8/1/98 SW Ready for Test - ------------------------------------------------------------------------------------------------------------------------------------ 305 R8 PRODUCT LINE 389d 1/31/98 7/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 306 R8 PLM REVIEW FDR 0d 1/31/98 1/31/98 (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------ 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------ 289 Phase 5 Review - ------------------------------------------------------------------------------------------------------------------ 290 Phase 6 Review 7/30 - ------------------------------------------------------------------------------------------------------------------ 291 Phase 7 Review - ------------------------------------------------------------------------------------------------------------------ 292 Phase 8 Review - ------------------------------------------------------------------------------------------------------------------ 293 Phase 9 Review - ------------------------------------------------------------------------------------------------------------------ 294 - ------------------------------------------------------------------------------------------------------------------ 295 SYSTEM ENGINEERING (LPM) - ------------------------------------------------------------------------------------------------------------------ 296 Network Information Binder Draft 1 - ------------------------------------------------------------------------------------------------------------------ 297 Network Information 6/1 Binder Draft 2 - ------------------------------------------------------------------------------------------------------------------ 298 Network Information Binder Final 3 - ------------------------------------------------------------------------------------------------------------------ 299 Final Numbering Information - ------------------------------------------------------------------------------------------------------------------ 300 - ------------------------------------------------------------------------------------------------------------------ 301 MSSC SOFTWARE DEVELOPMENT PROGRAM - ------------------------------------------------------------------------------------------------------------------ 302 R7 PRODUCT LINE - ------------------------------------------------------------------------------------------------------------------ 303 R7 MS8 6/1 - ------------------------------------------------------------------------------------------------------------------ 304 R7 (ICO Specific) 8/1 SW Ready for Test - ------------------------------------------------------------------------------------------------------------------ 305 R8 PRODUCT LINE - ------------------------------------------------------------------------------------------------------------------ 306 R8 PLM REVIEW FDR *1/31 (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------ 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------ 289 Phase 5 Review - ------------------------------------------------------------------------------------------------------------------ 290 Phase 6 Review - ------------------------------------------------------------------------------------------------------------------ 291 Phase 7 Review 3/25 - ------------------------------------------------------------------------------------------------------------------ 292 Phase 8 Review - ------------------------------------------------------------------------------------------------------------------ 293 Phase 9 Review - ------------------------------------------------------------------------------------------------------------------ 294 - ------------------------------------------------------------------------------------------------------------------ 295 SYSTEM ENGINEERING (LPM) - ------------------------------------------------------------------------------------------------------------------ 296 Network Information Binder Draft 1 - ------------------------------------------------------------------------------------------------------------------ 297 Network Information Binder Draft 2 - ------------------------------------------------------------------------------------------------------------------ 298 Network Information 4/30 Binder Final 3 - ------------------------------------------------------------------------------------------------------------------ 299 Final Numbering Information - ------------------------------------------------------------------------------------------------------------------ 300 - ------------------------------------------------------------------------------------------------------------------ 301 MSSC SOFTWARE DEVELOPMENT PROGRAM - ------------------------------------------------------------------------------------------------------------------ 302 R7 PRODUCT LINE - ------------------------------------------------------------------------------------------------------------------ 303 R7 MS8 - ------------------------------------------------------------------------------------------------------------------ 304 R7 (ICO Specific) SW Ready for Test - ------------------------------------------------------------------------------------------------------------------ 305 R8 PRODUCT LINE - ------------------------------------------------------------------------------------------------------------------ 306 R8 PLM REVIEW FDR (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------ 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------ 289 Phase 5 Review - ------------------------------------------------------------------------------------------------------------------ 290 Phase 6 Review - ------------------------------------------------------------------------------------------------------------------ 291 Phase 7 Review - ------------------------------------------------------------------------------------------------------------------ 292 Phase 8 Review 2/24 - ------------------------------------------------------------------------------------------------------------------ 293 Phase 9 Review 7/27 - ------------------------------------------------------------------------------------------------------------------ 294 - ------------------------------------------------------------------------------------------------------------------ 295 SYSTEM ENGINEERING (LPM) - ------------------------------------------------------------------------------------------------------------------ 296 Network Information Binder Draft 1 - ------------------------------------------------------------------------------------------------------------------ 297 Network Information Binder Draft 2 - ------------------------------------------------------------------------------------------------------------------ 298 Network Information Binder Final 3 - ------------------------------------------------------------------------------------------------------------------ 299 Final Numbering 3/2 Information - ------------------------------------------------------------------------------------------------------------------ 300 - ------------------------------------------------------------------------------------------------------------------ 301 MSSC SOFTWARE DEVELOPMENT PROGRAM - ------------------------------------------------------------------------------------------------------------------ 302 R7 PRODUCT LINE - ------------------------------------------------------------------------------------------------------------------ 303 R7 MS8 - ------------------------------------------------------------------------------------------------------------------ 304 R7 (ICO Specific) SW Ready for Test - ------------------------------------------------------------------------------------------------------------------ 305 R8 PRODUCT LINE - ------------------------------------------------------------------------------------------------------------------ 306 R8 PLM REVIEW FDR (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 17 REVISED ON THE 12TH NOVEMBER, 1997 1055 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------- ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 307 R8 TG2 1d 3/16/98 3/16/98 - ------------------------------------------------------------------------------------------------------------------------------------ 308 R8 Product Line SW 388d 4/8/98 6/30/99 Development - ------------------------------------------------------------------------------------------------------------------------------------ 309 R8 MS8 0d 5/3/99 5/3/99 - ------------------------------------------------------------------------------------------------------------------------------------ 310 R8 SW Ready for Test 1d 7/1/99 7/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 311 DT2 SAN SITES 138d 8/3/98 2/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 312 Network Plan Agreed 1d 8/3/98 8/3/98 - ------------------------------------------------------------------------------------------------------------------------------------ 313 DT Inputs Received 1d 10/1/98 10/1/98 SAN's 1-3 - ------------------------------------------------------------------------------------------------------------------------------------ 314 DT Inputs Received 1d 1/1/99 1/1/99 SAN's 4-6 - ------------------------------------------------------------------------------------------------------------------------------------ 315 DT Inputs Received 1d 2/1/99 2/1/99 SAN's 7-12 - ------------------------------------------------------------------------------------------------------------------------------------ 316 - ------------------------------------------------------------------------------------------------------------------------------------ 317 PROCUREMENT AND 685d 5/2/97 11/15/99 INSTALLATION ENGINEERING - ------------------------------------------------------------------------------------------------------------------------------------ 318 Place HW Forecast 0d 5/2/97 5/2/97 5/2 - ------------------------------------------------------------------------------------------------------------------------------------ 319 New AXE10 Hardware 0d 9/1/97 9/1/97 9/1 Change request Issued - ------------------------------------------------------------------------------------------------------------------------------------ 320 ICO Approval of new 0d 9/30/97 9/30/97 9/30 Hardware - ------------------------------------------------------------------------------------------------------------------------------------ 321 Receive ICO HW 0d 12/1/97 12/1/97 12/1 Dimensioning (Initial) - ------------------------------------------------------------------------------------------------------------------------------------ 322 Freeze ICO HW 0d 3/2/98 3/2/98 Dimensioining - ------------------------------------------------------------------------------------------------------------------------------------ 323 H-Module Available 0d 8/3/98 8/3/98 (R7) for Phase 2-1 Testing - ------------------------------------------------------------------------------------------------------------------------------------ 324 - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------ 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------ 307 R8 TG2 3/16 - ------------------------------------------------------------------------------------------------------------------ 308 R8 Product Line SW Development - ------------------------------------------------------------------------------------------------------------------ 309 R8 MS8 - ------------------------------------------------------------------------------------------------------------------ 310 R8 SW Ready for Test - ------------------------------------------------------------------------------------------------------------------ 311 DT2 SAN SITES - ------------------------------------------------------------------------------------------------------------------ 312 Network Plan Agreed 8/3 - ------------------------------------------------------------------------------------------------------------------ 313 DT Inputs Received 10/1 SAN's 1-3 - ------------------------------------------------------------------------------------------------------------------ 314 DT Inputs Received SAN's 4-6 - ------------------------------------------------------------------------------------------------------------------ 315 DT Inputs Received SAN's 7-12 - ------------------------------------------------------------------------------------------------------------------ 316 - ------------------------------------------------------------------------------------------------------------------ 317 PROCUREMENT AND INSTALLATION ENGINEERING - ------------------------------------------------------------------------------------------------------------------ 318 Place HW Forecast - ------------------------------------------------------------------------------------------------------------------ 319 New AXE10 Hardware Change request Issued - ------------------------------------------------------------------------------------------------------------------ 320 ICO Approval of new Hardware - ------------------------------------------------------------------------------------------------------------------ 321 Receive ICO HW Dimensioning (Initial) - ------------------------------------------------------------------------------------------------------------------ 322 Freeze ICO HW 3/2 Dimensioining - ------------------------------------------------------------------------------------------------------------------ 323 H-Module Available 8/3 (R7) for Phase 2-1 Testing - ------------------------------------------------------------------------------------------------------------------ 324 - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------ 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------ 307 R8 TG2 - ------------------------------------------------------------------------------------------------------------------ 308 R8 Product Line SW Development - ------------------------------------------------------------------------------------------------------------------ 309 R8 MS8 5/3 - ------------------------------------------------------------------------------------------------------------------ 310 R8 SW Ready for Test 7/1 - ------------------------------------------------------------------------------------------------------------------ 311 DT2 SAN SITES - ------------------------------------------------------------------------------------------------------------------ 312 Network Plan Agreed - ------------------------------------------------------------------------------------------------------------------ 313 DT Inputs Received SAN's 1-3 - ------------------------------------------------------------------------------------------------------------------ 314 DT Inputs Received 1/1 SAN's 4-6 - ------------------------------------------------------------------------------------------------------------------ 315 DT Inputs Received 2/1 SAN's 7-12 - ------------------------------------------------------------------------------------------------------------------ 316 - ------------------------------------------------------------------------------------------------------------------ 317 PROCUREMENT AND INSTALLATION ENGINEERING - ------------------------------------------------------------------------------------------------------------------ 318 Place HW Forecast - ------------------------------------------------------------------------------------------------------------------ 319 New AXE10 Hardware Change request Issued - ------------------------------------------------------------------------------------------------------------------ 320 ICO Approval of new Hardware - ------------------------------------------------------------------------------------------------------------------ 321 Receive ICO HW Dimensioning (Initial) - ------------------------------------------------------------------------------------------------------------------ 322 Freeze ICO HW Dimensioining - ------------------------------------------------------------------------------------------------------------------ 323 H-Module Available (R7) for Phase 2-1 Testing - ------------------------------------------------------------------------------------------------------------------ 324 - ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------ 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------ 307 R8 TG2 - ------------------------------------------------------------------------------------------------------------------ 308 R8 Product Line SW Development - ------------------------------------------------------------------------------------------------------------------ 309 R8 MS8 - ------------------------------------------------------------------------------------------------------------------ 310 R8 SW Ready for Test - ------------------------------------------------------------------------------------------------------------------ 311 DT2 SAN SITES - ------------------------------------------------------------------------------------------------------------------ 312 Network Plan Agreed - ------------------------------------------------------------------------------------------------------------------ 313 DT Inputs Received SAN's 1-3 - ------------------------------------------------------------------------------------------------------------------ 314 DT Inputs Received SAN's 4-6 - ------------------------------------------------------------------------------------------------------------------ 315 DT Inputs Received SAN's 7-12 - ------------------------------------------------------------------------------------------------------------------ 316 - ------------------------------------------------------------------------------------------------------------------ 317 PROCUREMENT AND INSTALLATION ENGINEERING - ------------------------------------------------------------------------------------------------------------------ 318 Place HW Forecast - ------------------------------------------------------------------------------------------------------------------ 319 New AXE10 Hardware Change request Issued - ------------------------------------------------------------------------------------------------------------------ 320 ICO Approval of new Hardware - ------------------------------------------------------------------------------------------------------------------ 321 Receive ICO HW Dimensioning (Initial) - ------------------------------------------------------------------------------------------------------------------ 322 Freeze ICO HW Dimensioining - ------------------------------------------------------------------------------------------------------------------ 323 H-Module Available (R7) for Phase 2-1 Testing - ------------------------------------------------------------------------------------------------------------------ 324 - ------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 18 REVISED ON THE 12TH NOVEMBER, 1997 1056 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 325 MSSC Manufacturing 570d 10/1/97 11/3/99 for Pre-Integration Facilities - ------------------------------------------------------------------------------------------------------------------------------------ 326 TESTING & 91d 10/1/97 2/2/98 VERIFICATION SIMULATOR - ------------------------------------------------------------------------------------------------------------------------------------ 327 Define Simulator 0d 10/1/97 10/1/97 10/1 Functions - ------------------------------------------------------------------------------------------------------------------------------------ 328 Build Simulator 83d 10/10/97 1/30/98 Scripts - ------------------------------------------------------------------------------------------------------------------------------------ 329 Deliver Simulators 0d 2/2/98 2/2/98 to NECA and HNS Pre-Integration F - ------------------------------------------------------------------------------------------------------------------------------------ 330 Order/ship and 226d 10/2/97 7/31/98 Install Australia STP - ------------------------------------------------------------------------------------------------------------------------------------ 331 Order/ship and 226d 10/2/97 7/31/98 INSTALL USA STP - ------------------------------------------------------------------------------------------------------------------------------------ 332 Support Pre- 133d 2/10/98 8/3/98 Integration - ------------------------------------------------------------------------------------------------------------------------------------ 333 Integration test 113d 8/4/98 12/31/98 with R7-TNM at NECA - ------------------------------------------------------------------------------------------------------------------------------------ 334 Integration/ 92d 7/1/99 11/3/99 Regression Test with R8 - ------------------------------------------------------------------------------------------------------------------------------------ 335 Simulator Test 135d 2/3/98 7/31/98 R7-SBS at HNS - ------------------------------------------------------------------------------------------------------------------------------------ 336 Integration test 113d 8/3/98 12/30/98 with R7 - ------------------------------------------------------------------------------------------------------------------------------------ 337 Integration/ 92d 7/1/99 11/3/99 Regression Test with R8 - ------------------------------------------------------------------------------------------------------------------------------------ 338 - ------------------------------------------------------------------------------------------------------------------------------------ 339 MSSC MANUFACTURING- 225d 4/1/98 1/24/99 OPERATIONAL SANS - ------------------------------------------------------------------------------------------------------------------------------------ 340 Announcement 1d 4/30/98 4/30/98 Requirements from ICO - ------------------------------------------------------------------------------------------------------------------------------------ 341 Announcement 40d 4/30/98 6/19/98 Production/FAT - ------------------------------------------------------------------------------------------------------------------------------------ 342 SAN's 1-3 Site 42d 4/1/98 5/27/98 Inspections - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 325 MSSC Manufacturing for Pre-Integration Facilities - ----------------------------------------------------------------------------------------------------------- 326 TESTING & VERIFICATION SIMULATOR - ----------------------------------------------------------------------------------------------------------- 327 Define Simulator Functions - ----------------------------------------------------------------------------------------------------------- 328 Build Simulator Scripts - ----------------------------------------------------------------------------------------------------------- 329 Deliver Simulators 2/2 to NECA and HNS Pre-Integration F - ----------------------------------------------------------------------------------------------------------- 330 Order/ship and Install Australia STP - ----------------------------------------------------------------------------------------------------------- 331 Order/ship and INSTALL USA STP - ----------------------------------------------------------------------------------------------------------- 332 Support Pre- Integration - ----------------------------------------------------------------------------------------------------------- 333 Integration test with R7-TNM at NECA - ----------------------------------------------------------------------------------------------------------- 334 Integration/ Regression Test with R8 - ----------------------------------------------------------------------------------------------------------- 335 Simulator Test R7-SBS at HNS - ----------------------------------------------------------------------------------------------------------- 336 Integration test with R7 - ----------------------------------------------------------------------------------------------------------- 337 Integration/ Regression Test with R8 - ----------------------------------------------------------------------------------------------------------- 338 - ----------------------------------------------------------------------------------------------------------- 339 MSSC MANUFACTURING- OPERATIONAL SANS - ----------------------------------------------------------------------------------------------------------- 340 Announcement 4/30 Requirements from ICO - ----------------------------------------------------------------------------------------------------------- 341 Announcement Production/FAT - ----------------------------------------------------------------------------------------------------------- 342 SAN's 1-3 Site Inspections - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 325 MSSC Manufacturing for Pre-Integration Facilities - ----------------------------------------------------------------------------------------------------------- 326 TESTING & VERIFICATION SIMULATOR - ----------------------------------------------------------------------------------------------------------- 327 Define Simulator Functions - ----------------------------------------------------------------------------------------------------------- 328 Build Simulator Scripts - ----------------------------------------------------------------------------------------------------------- 329 Deliver Simulators to NECA and HNS Pre-Integration F - ----------------------------------------------------------------------------------------------------------- 330 Order/ship and Install Australia STP - ----------------------------------------------------------------------------------------------------------- 331 Order/ship and INSTALL USA STP - ----------------------------------------------------------------------------------------------------------- 332 Support Pre- Integration - ----------------------------------------------------------------------------------------------------------- 333 Integration test with R7-TNM at NECA - ----------------------------------------------------------------------------------------------------------- 334 Integration/ Regression Test with R8 - ----------------------------------------------------------------------------------------------------------- 335 Simulator Test R7-SBS at HNS - ----------------------------------------------------------------------------------------------------------- 336 Integration test with R7 - ----------------------------------------------------------------------------------------------------------- 337 Integration/ Regression Test with R8 - ----------------------------------------------------------------------------------------------------------- 338 - ----------------------------------------------------------------------------------------------------------- 339 MSSC MANUFACTURING- OPERATIONAL SANS - ----------------------------------------------------------------------------------------------------------- 340 Announcement Requirements from ICO - ----------------------------------------------------------------------------------------------------------- 341 Announcement Production/FAT - ----------------------------------------------------------------------------------------------------------- 342 SAN's 1-3 Site Inspections - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 325 MSSC Manufacturing for Pre-Integration Facilities - ----------------------------------------------------------------------------------------------------------- 326 TESTING & VERIFICATION SIMULATOR - ----------------------------------------------------------------------------------------------------------- 327 Define Simulator Functions - ----------------------------------------------------------------------------------------------------------- 328 Build Simulator Scripts - ----------------------------------------------------------------------------------------------------------- 329 Deliver Simulators to NECA and HNS Pre-Integration F - ----------------------------------------------------------------------------------------------------------- 330 Order/ship and Install Australia STP - ----------------------------------------------------------------------------------------------------------- 331 Order/ship and INSTALL USA STP - ----------------------------------------------------------------------------------------------------------- 332 Support Pre- Integration - ----------------------------------------------------------------------------------------------------------- 333 Integration test with R7-TNM at NECA - ----------------------------------------------------------------------------------------------------------- 334 Integration/ Regression Test with R8 - ----------------------------------------------------------------------------------------------------------- 335 Simulator Test R7-SBS at HNS - ----------------------------------------------------------------------------------------------------------- 336 Integration test with R7 - ----------------------------------------------------------------------------------------------------------- 337 Integration/ Regression Test with R8 - ----------------------------------------------------------------------------------------------------------- 338 - ----------------------------------------------------------------------------------------------------------- 339 MSSC MANUFACTURING- OPERATIONAL SANS - ----------------------------------------------------------------------------------------------------------- 340 Announcement Requirements from ICO - ----------------------------------------------------------------------------------------------------------- 341 Announcement Production/FAT - ----------------------------------------------------------------------------------------------------------- 342 SAN's 1-3 Site Inspections - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 19 REVISED ON THE 12TH NOVEMBER, 1997 1057 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 343 SAN's 4-6 Site 42d 5/1/98 6/24/98 Inspections - ------------------------------------------------------------------------------------------------------------------------------------ 344 SAN's 7-12 Site 60d 6/15/98 8/29/98 Inspections (TBC) - ------------------------------------------------------------------------------------------------------------------------------------ 345 Shipping/ 0d 6/1/98 6/1/98 transportation plans complete - ------------------------------------------------------------------------------------------------------------------------------------ 346 Obtain Shipping 0d 7/31/98 7/31/98 Insurance - ------------------------------------------------------------------------------------------------------------------------------------ 347 SAN's 1-12 159d 6/29/98 1/24/99 Production/FAT - ------------------------------------------------------------------------------------------------------------------------------------ 348 - ------------------------------------------------------------------------------------------------------------------------------------ 349 MSSC EQUIPMENT 160d 8/3/98 2/28/99 TRANSPORTATION - ------------------------------------------------------------------------------------------------------------------------------------ 350 MSSC/HPN # 1 SAN 1 - 36d 8/3/98 9/17/98 USA - ------------------------------------------------------------------------------------------------------------------------------------ 351 MSSC/HPN #2 SAN 2 - 36d 8/3/98 9/17/98 INDIA - ------------------------------------------------------------------------------------------------------------------------------------ 352 MSSC 3 SAN 3 - 36d 8/3/98 9/17/98 AUSTRALIA - ------------------------------------------------------------------------------------------------------------------------------------ 353 MSSC 4 SAN 4 - 36d 9/9/98 10/27/98 SOUTH AFRICA - ------------------------------------------------------------------------------------------------------------------------------------ 354 MSSC 5 SAN 5 - 36d 9/9/98 10/27/98 CHILE - ------------------------------------------------------------------------------------------------------------------------------------ 355 MSSC 6 SAN 6 - 36d 9/9/98 10/27/98 GERMANY - ------------------------------------------------------------------------------------------------------------------------------------ 356 MSSC 7 SAN 7 - 36d 11/2/98 12/17/98 INDONESIA - ------------------------------------------------------------------------------------------------------------------------------------ 357 MSSC 8 SAN 8 - 36d 11/2/98 12/17/98 KOREA - ------------------------------------------------------------------------------------------------------------------------------------ 358 MSSC 9 SAN 9 - 36d 11/2/98 12/17/98 MEXICO - ------------------------------------------------------------------------------------------------------------------------------------ 359 MSSC 10 SAN 10 - 36d 11/2/98 12/17/98 UAE - ------------------------------------------------------------------------------------------------------------------------------------ 360 MSSC 11 SAN 11 - 36d 1/15/99 2/28/99 CHINA - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 343 SAN's 4-6 Site Inspections - ----------------------------------------------------------------------------------------------------------- 344 SAN's 7-12 Site Inspections (TBC) - ----------------------------------------------------------------------------------------------------------- 345 Shipping/ 6/1 transportation plans complete - ----------------------------------------------------------------------------------------------------------- 346 Obtain Shipping 7/31 Insurance - ----------------------------------------------------------------------------------------------------------- 347 SAN's 1-12 Production/FAT - ----------------------------------------------------------------------------------------------------------- 348 - ----------------------------------------------------------------------------------------------------------- 349 MSSC EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------- 350 MSSC/HPN # 1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------- 351 MSSC/HPN #2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------- 352 MSSC 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------- 353 MSSC 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------- 354 MSSC 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 355 MSSC 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 356 MSSC 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 357 MSSC 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 358 MSSC 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 359 MSSC 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 360 MSSC 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 343 SAN's 4-6 Site Inspections - ----------------------------------------------------------------------------------------------------------- 344 SAN's 7-12 Site Inspections (TBC) - ----------------------------------------------------------------------------------------------------------- 345 Shipping/ transportation plans complete - ----------------------------------------------------------------------------------------------------------- 346 Obtain Shipping Insurance - ----------------------------------------------------------------------------------------------------------- 347 SAN's 1-12 Production/FAT - ----------------------------------------------------------------------------------------------------------- 348 - ----------------------------------------------------------------------------------------------------------- 349 MSSC EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------- 350 MSSC/HPN # 1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------- 351 MSSC/HPN #2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------- 352 MSSC 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------- 353 MSSC 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------- 354 MSSC 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 355 MSSC 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 356 MSSC 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 357 MSSC 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 358 MSSC 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 359 MSSC 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 360 MSSC 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 343 SAN's 4-6 Site Inspections - ----------------------------------------------------------------------------------------------------------- 344 SAN's 7-12 Site Inspections (TBC) - ----------------------------------------------------------------------------------------------------------- 345 Shipping/ transportation plans complete - ----------------------------------------------------------------------------------------------------------- 346 Obtain Shipping Insurance - ----------------------------------------------------------------------------------------------------------- 347 SAN's 1-12 Production/FAT - ----------------------------------------------------------------------------------------------------------- 348 - ----------------------------------------------------------------------------------------------------------- 349 MSSC EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------- 350 MSSC/HPN # 1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------- 351 MSSC/HPN #2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------- 352 MSSC 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------- 353 MSSC 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------- 354 MSSC 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 355 MSSC 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 356 MSSC 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 357 MSSC 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 358 MSSC 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 359 MSSC 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 360 MSSC 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 20 REVISED ON THE 12TH NOVEMBER, 1997 1058 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 361 MSSC 12 SAN 12 - BRAZIL 36d 1/15/99 2/28/99 362 MSSC #12 FOB (Top Level Milestone) 0d 2/28/99 2/28/99 363 364 HLR 234d 3/30/98 2/19/99 365 Order HW 0d 3/30/98 3/30/98 366 Ship HLR to Primary NMC site 40d 12/10/98 2/1/99 367 Auc/EIR 210d 5/1/98 2/1/99 368 Order HW 0d 5/1/98 5/1/98 369 Ship AuC to Primary NMC site 42d 12/8/98 2/1/99 370 TMOS 36d 7/26/99 9/10/99 371 NMC Site Japan 36d 7/26/99 9/10/99 372 Transportation TMOS/OSS HW 36d 7/26/99 9/10/99 373 Back Up NMC Site, London UK 36d 7/26/99 9/10/99 374 Transportation TMOS/OSS HW 36d 7/26/99 9/10/99 375 376 INTERWORKING LOCATION REGISTERS 379d 8/1/97 12/22/98 377 ILR Letter of Intent 1d 8/1/97 8/1/97 8/1 378 ILR Contract Option (ICO) 1d 3/31/98 3/31/98
- ------------------------------------------------------------------------------------------------------------ 1998 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 361 MSSC 12 SAN 12 - BRAZIL 362 MSSC #12 FOB (Top Level Milestone) 363 364 HLR 365 Order HW 3/30 366 Ship HLR to Primary NMC site 367 Auc/EIR 368 Order HW 5/1 369 Ship AuC to Primary NMC site 370 TMOS 371 NMC Site Japan 372 Transportation TMOS/OSS HW 373 Back Up NMC Site, London UK 374 Transportation TMOS/OSS HW 375 376 INTERWORKING LOCATION REGISTERS 377 ILR Letter of Intent 378 ILR Contract Option (ICO) 3/31
- ------------------------------------------------------------------------------------------------------------ 1999 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 361 MSSC 12 SAN 12 - BRAZIL 362 MSSC #12 FOB (Top Level 2/28 Milestone) 363 364 HLR 365 Order HW 366 Ship HLR to Primary NMC site 367 Auc/EIR 368 Order HW 369 Ship AuC to Primary NMC site 370 TMOS 371 NMC Site Japan 372 Transportation TMOS/OSS HW 373 Back Up NMC Site, London UK 374 Transportation TMOS/OSS HW 375 376 INTERWORKING LOCATION REGISTERS 377 ILR Letter of Intent 378 ILR Contract Option (ICO)
- ------------------------------------------------------------------------------------------------------------ 2000 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 361 MSSC 12 SAN 12 - BRAZIL 362 MSSC #12 FOB (Top Level Milestone) 363 364 HLR 365 Order HW 366 Ship HLR to Primary NMC site 367 Auc/EIR 368 Order HW 369 Ship AuC to Primary NMC site 370 TMOS 371 NMC Site Japan 372 Transportation TMOS/OSS HW 373 Back Up NMC Site, London UK 374 Transportation TMOS/OSS HW 375 376 INTERWORKING LOCATION REGISTERS 377 ILR Letter of Intent 378 ILR Contract Option (ICO)
PROJECT: 18 NOV ICO MLS VER 39.MPP TASK MILESTONE ROLLED UP TASK ROLLED UP PROGRESS DATE: 11/18/97 PROGRESS SUMMARY ROLLED UP MILESTONE DOC: 770019 VERSION 3.9 PAGE 21 REVISED ON THE 12TH NOVEMBER, 1997 1059 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 379 ILR GSM(ICO) - AMPS Functionality 1d 6/1/98 6/1/98 380 ILR AMPS-GSM(ICO) Functionality 1d 12/22/98 12/22/98 381 ILR FAT 0d 10/5/98 10/5/98 382 ILR Transportation (USA) 33d 11/10/98 12/22/98 383 384 MESSAGING 73d 8/3/98 11/6/98 385 ICO System Verification (R7 SW) FAT 63d 8/3/98 10/23/98 386 Transportation Messaging Platform 10d 10/26/98 11/6/98 387 388 LEGAL INTERCEPTION 100d 7/1/99 11/15/99 389 LI R8 Verification FAT 61d 7/1/99 9/22/99 390 Transportation LIAS SAN's 1-3 30d 7/23/99 9/1/99 391 Transportation LIAS SAN's 4-6 30d 8/6/99 9/15/99 392 Transportation LIAS SAN's 7-12 30d 8/20/99 9/30/99 393 Transportation LIMS 30d 10/6/99 11/15/99 394 395 HPN 521d 3/31/99 2/28/99 396 HPN Req's Analysys and System Design 186d 5/5/97 1/15/99
- ------------------------------------------------------------------------------------------------------------ 1998 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 379 ILR GSM(ICO) - AMPS Functionality 6/1 380 ILR AMPS-GSM(ICO) Functionality 12/22 381 ILR FAT 10/5 382 ILR Transportation (USA) 383 384 MESSAGING 385 ICO System Verification (R7 SW) FAT 386 Transportation Messaging Platform 387 388 LEGAL INTERCEPTION 389 LI R8 Verification FAT 390 Transportation LIAS SAN's 1-3 391 Transportation LIAS SAN's 4-6 392 Transportation LIAS SAN's 7-12 393 Transportation LIMS 394 395 HPN 396 HPN Req's Analysys and System Design
- ------------------------------------------------------------------------------------------------------------ 1999 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 379 ILR GSM(ICO) - AMPS Functionality 380 ILR AMPS-GSM(ICO) Functionality 381 ILR FAT 382 ILR Transportation (USA) 383 384 MESSAGING 385 ICO System Verification (R7 SW) FAT 386 Transportation Messaging Platform 387 388 LEGAL INTERCEPTION 389 LI R8 Verification FAT 390 Transportation LIAS SAN's 1-3 391 Transportation LIAS SAN's 4-6 392 Transportation LIAS SAN's 7-12 393 Transportation LIMS 394 395 HPN 396 HPN Req's Analysys and System Design
- ------------------------------------------------------------------------------------------------------------ 2000 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 379 ILR GSM(ICO) - AMPS Functionality 380 ILR AMPS-GSM(ICO) Functionality 381 ILR FAT 382 ILR Transportation (USA) 383 384 MESSAGING 385 ICO System Verification (R7 SW) FAT 386 Transportation Messaging Platform 387 388 LEGAL INTERCEPTION 389 LI R8 Verification FAT 390 Transportation LIAS SAN's 1-3 391 Transportation LIAS SAN's 4-6 392 Transportation LIAS SAN's 7-12 393 Transportation LIMS 394 395 HPN 396 HPN Req's Analysys and System Design
PROJECT: 18 NOV ICO MLS VER 39.MPP TASK MILESTONE ROLLED UP TASK ROLLED UP PROGRESS DATE: 11/18/97 PROGRESS SUMMARY ROLLED UP MILESTONE DOC: 770019 VERSION 3.9 PAGE 22 REVISED ON THE 12TH NOVEMBER, 1997 1060 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 397 HPN Functional Analsys 186d 5/5/97 1/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 398 HPN Subsystem Design Document 163d 5/5/97 12/15/97 - ------------------------------------------------------------------------------------------------------------------------------------ 399 SYSTEM ENGINEERING SUPPORT 178d 10/2/97 5/29/98 - ------------------------------------------------------------------------------------------------------------------------------------ 400 SOFTWARE DETAILED DESIGN 201d 6/30/97 3/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 401 Controller Software 116d 6/30/97 12/4/97 - ------------------------------------------------------------------------------------------------------------------------------------ 402 Channel Unit Software 112d 9/1/97 1/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 403 Controller S/W Release 1 156d 9/1/97 3/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 404 CU PROJECT MANAGEMENT 280d 3/31/97 4/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 405 CHANNEL UNIT HARDWARE DESIGN 190d 6/2/97 2/16/98 - ------------------------------------------------------------------------------------------------------------------------------------ 406 CU SOFTWARE DEVELOPMENT 117d 6/30/97 12/5/97 - ------------------------------------------------------------------------------------------------------------------------------------ 407 MECHANICAL AND ENVIRONMENTAL DESIGN 215d 7/7/97 4/24/98 - ------------------------------------------------------------------------------------------------------------------------------------ 408 COTS HARDWARE PROCUREMENT 130d 1/8/98 6/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 409 HPN PRODUCTION & PHASE 1 TESTING 72d 8/11/98 11/13/98 - ------------------------------------------------------------------------------------------------------------------------------------ 410 SAN 1-3 FAT Phase 1 Testing 8.4w 8/11/98 10/2/98 - ------------------------------------------------------------------------------------------------------------------------------------ 411 SAN 4-6 FAT Phase 1 Testing 4w 10/5/98 10/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 412 SAN 7-12 FAT Phase 1 Testing 2w 11/2/98 11/13/98 - ------------------------------------------------------------------------------------------------------------------------------------ 413 HPN EQUIPMENT TRANSPORTATION 112d 10/5/98 2/28/99 - ------------------------------------------------------------------------------------------------------------------------------------ 414 HPN # 1 SAN 1 - USA 36d 10/5/98 11/21/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 397 HPN FUNCTIONAL ANALSYS - ----------------------------------------------------------------------------------------------------------- 398 HPN SUBSYSTEM DESIGN DOCUMENT - ----------------------------------------------------------------------------------------------------------- 399 SYSTEM ENGINEERING SUPPORT - ----------------------------------------------------------------------------------------------------------- 400 SOFTWARE DETAILED DESIGN - ----------------------------------------------------------------------------------------------------------- 401 CONTROLLER SOFTWARE - ----------------------------------------------------------------------------------------------------------- 402 CHANNEL UNIT SOFTWARE - ----------------------------------------------------------------------------------------------------------- 403 CONTROLLER S/W RELEASE 1 - ----------------------------------------------------------------------------------------------------------- 404 CU PROJECT MANAGEMENT - ----------------------------------------------------------------------------------------------------------- 405 CHANNEL UNIT HARDWARE DESIGN - ----------------------------------------------------------------------------------------------------------- 406 CU SOFTWARE DEVELOPMENT - ----------------------------------------------------------------------------------------------------------- 407 MECHANICAL AND ENVIRONMENTAL DESIGN - ----------------------------------------------------------------------------------------------------------- 408 COTS HARDWARE PROCUREMENT - ----------------------------------------------------------------------------------------------------------- 409 HPN PRODUCTION & PHASE 1 TESTING - ----------------------------------------------------------------------------------------------------------- 410 SAN 1-3 FAT PHASE 1 TESTING - ----------------------------------------------------------------------------------------------------------- 411 SAN 4-6 FAT PHASE 1 TESTING - ----------------------------------------------------------------------------------------------------------- 412 SAN 7-12 FAT PHASE 1 TESTING - ----------------------------------------------------------------------------------------------------------- 413 HPN EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------- 414 HPN # 1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------ 1999 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 397 HPN FUNCTIONAL ANALSYS - ------------------------------------------------------------------------------------------------------------ 398 HPN SUBSYSTEM DESIGN DOCUMENT - ------------------------------------------------------------------------------------------------------------ 399 SYSTEM ENGINEERING SUPPORT - ------------------------------------------------------------------------------------------------------------ 400 SOFTWARE DETAILED DESIGN - ------------------------------------------------------------------------------------------------------------ 401 CONTROLLER SOFTWARE - ------------------------------------------------------------------------------------------------------------ 402 CHANNEL UNIT SOFTWARE - ------------------------------------------------------------------------------------------------------------ 403 CONTROLLER S/W RELEASE 1 - ------------------------------------------------------------------------------------------------------------ 404 CU PROJECT MANAGEMENT - ------------------------------------------------------------------------------------------------------------ 405 CHANNEL UNIT HARDWARE DESIGN - ------------------------------------------------------------------------------------------------------------ 406 CU SOFTWARE DEVELOPMENT - ------------------------------------------------------------------------------------------------------------ 407 MECHANICAL AND ENVIRONMENTAL DESIGN - ------------------------------------------------------------------------------------------------------------ 408 COTS HARDWARE PROCUREMENT - ------------------------------------------------------------------------------------------------------------ 409 HPN PRODUCTION & PHASE 1 TESTING - ------------------------------------------------------------------------------------------------------------ 410 SAN 1-3 FAT PHASE 1 TESTING - ------------------------------------------------------------------------------------------------------------ 411 SAN 4-6 FAT PHASE 1 TESTING - ------------------------------------------------------------------------------------------------------------ 412 SAN 7-12 FAT PHASE 1 TESTING - ------------------------------------------------------------------------------------------------------------ 413 HPN EQUIPMENT TRANSPORTATION - ------------------------------------------------------------------------------------------------------------ 414 HPN # 1 SAN 1 - USA - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 397 HPN FUNCTIONAL ANALSYS - ---------------------------------------------------------------------------------------------------------- 398 HPN SUBSYSTEM DESIGN DOCUMENT - ---------------------------------------------------------------------------------------------------------- 399 SYSTEM ENGINEERING SUPPORT - ---------------------------------------------------------------------------------------------------------- 400 SOFTWARE DETAILED DESIGN - ---------------------------------------------------------------------------------------------------------- 401 CONTROLLER SOFTWARE - ---------------------------------------------------------------------------------------------------------- 402 CHANNEL UNIT SOFTWARE - ---------------------------------------------------------------------------------------------------------- 403 CONTROLLER S/W RELEASE 1 - ---------------------------------------------------------------------------------------------------------- 404 CU PROJECT MANAGEMENT - ---------------------------------------------------------------------------------------------------------- 405 CHANNEL UNIT HARDWARE DESIGN - ---------------------------------------------------------------------------------------------------------- 406 CU SOFTWARE DEVELOPMENT - ---------------------------------------------------------------------------------------------------------- 407 MECHANICAL AND ENVIRONMENTAL DESIGN - ---------------------------------------------------------------------------------------------------------- 408 COTS HARDWARE PROCUREMENT - ---------------------------------------------------------------------------------------------------------- 409 HPN PRODUCTION & PHASE 1 TESTING - ---------------------------------------------------------------------------------------------------------- 410 SAN 1-3 FAT PHASE 1 TESTING - ---------------------------------------------------------------------------------------------------------- 411 SAN 4-6 FAT PHASE 1 TESTING - ---------------------------------------------------------------------------------------------------------- 412 SAN 7-12 FAT PHASE 1 TESTING - ---------------------------------------------------------------------------------------------------------- 413 HPN EQUIPMENT TRANSPORTATION - ---------------------------------------------------------------------------------------------------------- 414 HPN # 1 SAN 1 - USA - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 23 REVISED ON THE 12TH NOVEMBER, 1997 1061 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 415 HPN # 2 SAN 2 - INDIA 36d 10/5/98 11/21/98 - ------------------------------------------------------------------------------------------------------------------------------------ 416 HPN # 3 SAN 3 - AUSTRALIA 36d 10/5/98 11/21/98 - ------------------------------------------------------------------------------------------------------------------------------------ 417 HPN # 4 SAN 4 - SOUTH AFRICA 36d 11/2/98 12/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 418 HPN # 5 SAN 5 - CHILE 36d 11/2/98 12/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 419 HPN # 6 SAN 6 - GERMANY 36d 11/2/98 12/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 420 HPN # 7 SAN 7 - INDONESIA 36d 11/16/98 12/31/98 - ------------------------------------------------------------------------------------------------------------------------------------ 421 HPN # 8 SAN 8 - KOREA 36d 11/16/98 12/31/98 - ------------------------------------------------------------------------------------------------------------------------------------ 422 HPN # 9 SAN 9 - MEXICO 36d 11/16/98 12/31/98 - ------------------------------------------------------------------------------------------------------------------------------------ 423 HPN # 10 SAN 10 - UAE 36d 11/16/98 12/31/98 - ------------------------------------------------------------------------------------------------------------------------------------ 424 HPN # 11 SAN 11 - CHINA 36d 1/15/99 2/28/99 - ------------------------------------------------------------------------------------------------------------------------------------ 425 HPN # 12 SAN 12 - BRAZIL 36d 1/15/99 2/28/99 - ------------------------------------------------------------------------------------------------------------------------------------ 426 - ------------------------------------------------------------------------------------------------------------------------------------ 427 TNM 667d 3/7/97 8/26/99 - ------------------------------------------------------------------------------------------------------------------------------------ 428 TNM DESIGN 258d 3/7/97 2/25/98 - ------------------------------------------------------------------------------------------------------------------------------------ 429 SYSTEM DESIGN 258d 3/7/97 2/25/98 - ------------------------------------------------------------------------------------------------------------------------------------ 430 SYSTEM ENGINEERING 29d 10/1/97 11/7/97 - ------------------------------------------------------------------------------------------------------------------------------------ 431 HARDWARE 539d 9/3/97 8/26/99 - ------------------------------------------------------------------------------------------------------------------------------------ 432 MUX/VOCODER 315d 9/3/97 10/28/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 415 HPN # 2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------- 416 HPN # 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------- 417 HPN # 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------- 418 HPN # 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 419 HPN # 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 420 HPN # 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 421 HPN # 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 422 HPN # 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 423 HPN # 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 424 HPN # 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- 425 HPN # 12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------- 426 - ----------------------------------------------------------------------------------------------------------- 427 TNM - ----------------------------------------------------------------------------------------------------------- 428 TNM DESIGN - ----------------------------------------------------------------------------------------------------------- 429 SYSTEM DESIGN - ----------------------------------------------------------------------------------------------------------- 430 SYSTEM ENGINEERING - ----------------------------------------------------------------------------------------------------------- 431 HARDWARE - ----------------------------------------------------------------------------------------------------------- 432 MUX/VOCODER - ----------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------ 1999 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------ 415 HPN # 2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------- 416 HPN # 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------- 417 HPN # 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------- 418 HPN # 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 419 HPN # 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 420 HPN # 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 421 HPN # 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 422 HPN # 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 423 HPN # 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 424 HPN # 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- 425 HPN # 12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------- 426 - ----------------------------------------------------------------------------------------------------------- 427 TNM - ----------------------------------------------------------------------------------------------------------- 428 TNM DESIGN - ----------------------------------------------------------------------------------------------------------- 429 SYSTEM DESIGN - ----------------------------------------------------------------------------------------------------------- 430 SYSTEM ENGINEERING - ----------------------------------------------------------------------------------------------------------- 431 HARDWARE - ----------------------------------------------------------------------------------------------------------- 432 MUX/VOCODER - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 415 HPN # 2 SAN 2 - INDIA - ----------------------------------------------------------------------------------------------------------- 416 HPN # 3 SAN 3 - AUSTRALIA - ----------------------------------------------------------------------------------------------------------- 417 HPN # 4 SAN 4 - SOUTH AFRICA - ----------------------------------------------------------------------------------------------------------- 418 HPN # 5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 419 HPN # 6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 420 HPN # 7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 421 HPN # 8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 422 HPN # 9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 423 HPN # 10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 424 HPN # 11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- 425 HPN # 12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------- 426 - ----------------------------------------------------------------------------------------------------------- 427 TNM - ----------------------------------------------------------------------------------------------------------- 428 TNM DESIGN - ----------------------------------------------------------------------------------------------------------- 429 SYSTEM DESIGN - ----------------------------------------------------------------------------------------------------------- 430 SYSTEM ENGINEERING - ----------------------------------------------------------------------------------------------------------- 431 HARDWARE - ----------------------------------------------------------------------------------------------------------- 432 MUX/VOCODER - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 24 REVISED ON THE 12TH NOVEMBER, 1997 1062 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 433 Concept 57d 9/3/97 11/18/97 - ------------------------------------------------------------------------------------------------------------------------------------ 434 Program Management Plan 37d 9/23/97 11/11/97 - ------------------------------------------------------------------------------------------------------------------------------------ 435 Development of Product Specification 45d 9/3/97 11/3/97 - ------------------------------------------------------------------------------------------------------------------------------------ 436 Request For Quote 27d 9/23/97 10/29/97 - ------------------------------------------------------------------------------------------------------------------------------------ 437 Sub-Contractor Selection 13d 11/3/97 11/18/97 - ------------------------------------------------------------------------------------------------------------------------------------ 438 DEMONSTRATION 158d 11/18/97 6/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 439 Prepare Test Plan 58d 11/18/97 2/4/98 - ------------------------------------------------------------------------------------------------------------------------------------ 440 M/V Hardware Documentation 158d 11/18/97 6/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 441 M/V Hardware 158d 11/18/97 6/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 442 Hardware Test System Development 150d 11/28/97 6/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 443 EMC Test System Development 148d 11/18/97 6/4/98 - ------------------------------------------------------------------------------------------------------------------------------------ 444 M/V Software Documentation 158d 11/18/97 6/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 445 M/V Software 158d 11/18/97 6/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 446 Software Test System Development 150d 11/28/97 6/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 447 M/V MANUFACTURE 259d 11/18/97 10/28/98 - ------------------------------------------------------------------------------------------------------------------------------------ 448 Development of Test Cards 110d 11/18/97 4/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 449 Development & Pilot Production 112d 4/2/98 8/26/98 - ------------------------------------------------------------------------------------------------------------------------------------ 450 Mux/Vocoder Card Full Scale Production 47d 8/27/98 10/28/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 433 Concept - ----------------------------------------------------------------------------------------------------------------------- 434 Program Management Plan - ----------------------------------------------------------------------------------------------------------------------- 435 Development of Product Specification - ----------------------------------------------------------------------------------------------------------------------- 436 Request For Quote - ----------------------------------------------------------------------------------------------------------------------- 437 Sub-Contractor Selection - ----------------------------------------------------------------------------------------------------------------------- 438 DEMONSTRATION - ----------------------------------------------------------------------------------------------------------------------- 439 Prepare Test Plan - ----------------------------------------------------------------------------------------------------------------------- 440 M/V Hardware Documentation - ----------------------------------------------------------------------------------------------------------------------- 441 M/V Hardware - ----------------------------------------------------------------------------------------------------------------------- 442 Hardware Test System Development - ----------------------------------------------------------------------------------------------------------------------- 443 EMC Test System Development - ----------------------------------------------------------------------------------------------------------------------- 444 M/V Software Documentation - ----------------------------------------------------------------------------------------------------------------------- 445 M/V Software - ----------------------------------------------------------------------------------------------------------------------- 446 Software Test System Development - ----------------------------------------------------------------------------------------------------------------------- 447 M/V MANUFACTURE - ----------------------------------------------------------------------------------------------------------------------- 448 Development of Test Cards - ----------------------------------------------------------------------------------------------------------------------- 449 Development & Pilot Production - ----------------------------------------------------------------------------------------------------------------------- 450 Mux/Vocoder Card Full Scale Production - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 433 Concept - ----------------------------------------------------------------------------------------------------------------------- 434 Program Management Plan - ----------------------------------------------------------------------------------------------------------------------- 435 Development of Product Specification - ----------------------------------------------------------------------------------------------------------------------- 436 Request For Quote - ----------------------------------------------------------------------------------------------------------------------- 437 Sub-Contractor Selection - ----------------------------------------------------------------------------------------------------------------------- 438 DEMONSTRATION - ----------------------------------------------------------------------------------------------------------------------- 439 Prepare Test Plan - ----------------------------------------------------------------------------------------------------------------------- 440 M/V Hardware Documentation - ----------------------------------------------------------------------------------------------------------------------- 441 M/V Hardware - ----------------------------------------------------------------------------------------------------------------------- 442 Hardware Test System Development - ----------------------------------------------------------------------------------------------------------------------- 443 EMC Test System Development - ----------------------------------------------------------------------------------------------------------------------- 444 M/V Software Documentation - ----------------------------------------------------------------------------------------------------------------------- 445 M/V Software - ----------------------------------------------------------------------------------------------------------------------- 446 Software Test System Development - ----------------------------------------------------------------------------------------------------------------------- 447 M/V MANUFACTURE - ----------------------------------------------------------------------------------------------------------------------- 448 Development of Test Cards - ----------------------------------------------------------------------------------------------------------------------- 449 Development & Pilot Production - ----------------------------------------------------------------------------------------------------------------------- 450 Mux/Vocoder Card Full Scale Production - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 433 Concept - ----------------------------------------------------------------------------------------------------------------------- 434 Program Management Plan - ----------------------------------------------------------------------------------------------------------------------- 435 Development of Product Specification - ----------------------------------------------------------------------------------------------------------------------- 436 Request For Quote - ----------------------------------------------------------------------------------------------------------------------- 437 Sub-Contractor Selection - ----------------------------------------------------------------------------------------------------------------------- 438 DEMONSTRATION - ----------------------------------------------------------------------------------------------------------------------- 439 Prepare Test Plan - ----------------------------------------------------------------------------------------------------------------------- 440 M/V Hardware Documentation - ----------------------------------------------------------------------------------------------------------------------- 441 M/V Hardware - ----------------------------------------------------------------------------------------------------------------------- 442 Hardware Test System Development - ----------------------------------------------------------------------------------------------------------------------- 443 EMC Test System Development - ----------------------------------------------------------------------------------------------------------------------- 444 M/V Software Documentation - ----------------------------------------------------------------------------------------------------------------------- 445 M/V Software - ----------------------------------------------------------------------------------------------------------------------- 446 Software Test System Development - ----------------------------------------------------------------------------------------------------------------------- 447 M/V MANUFACTURE - ----------------------------------------------------------------------------------------------------------------------- 448 Development of Test Cards - ----------------------------------------------------------------------------------------------------------------------- 449 Development & Pilot Production - ----------------------------------------------------------------------------------------------------------------------- 450 Mux/Vocoder Card Full Scale Production - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 25 REVISED ON THE 12TH NOVEMBER, 1997 1063 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 451 SYSTEM HARDWARE 320d 9/11/97 11/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ 452 ASSEMBLY 320d 9/11/97 11/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ 453 Concepts 39d 10/20/97 12/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 454 Procurement 189d 9/11/97 5/25/98 - ------------------------------------------------------------------------------------------------------------------------------------ 455 Prototype 133d 11/26/97 5/25/98 - ------------------------------------------------------------------------------------------------------------------------------------ 456 Buyer Furnished Equipment (BFE) 93d 9/11/97 1/15/98 - ------------------------------------------------------------------------------------------------------------------------------------ 457 Assembly Site Build (SAN #1 - SAN #12) 91d 7/16/98 11/12/98 - ------------------------------------------------------------------------------------------------------------------------------------ 458 - ------------------------------------------------------------------------------------------------------------------------------------ 459 TNM SOFTWARE IMPLEMENTATION 526d 9/22/97 8/26/99 - ------------------------------------------------------------------------------------------------------------------------------------ 460 ADACEL Project Management Documentation 28d 9/22/97 10/29/97 - ------------------------------------------------------------------------------------------------------------------------------------ 461 Design Reviews (ADACEL/NECA) 141d 11/28/97 6/5/98 - ------------------------------------------------------------------------------------------------------------------------------------ 462 DETAILED DESIGN AND CODING 435d 9/29/97 4/29/99 - ------------------------------------------------------------------------------------------------------------------------------------ 463 Build A (Infrastructure) 150d 9/29/97 4/17/98 - ------------------------------------------------------------------------------------------------------------------------------------ 464 Build B (External I/F) 252d 9/29/97 8/28/98 - ------------------------------------------------------------------------------------------------------------------------------------ 465 Build C (Interworking) 313d 11/25/97 1/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 466 Build D (Final Build) 325d 2/24/98 4/29/99 - ------------------------------------------------------------------------------------------------------------------------------------ 467 Software Release Schedule 306d 7/14/98 8/26/99 - ------------------------------------------------------------------------------------------------------------------------------------ 468 TNM Software Pre- Release 1A 0d 7/14/98 7/14/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1998 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 451 SYSTEM HARDWARE - ----------------------------------------------------------------------------------------------------------------------- 452 ASSEMBLY - ----------------------------------------------------------------------------------------------------------------------- 453 Concepts - ----------------------------------------------------------------------------------------------------------------------- 454 Procurement - ----------------------------------------------------------------------------------------------------------------------- 455 Prototype - ----------------------------------------------------------------------------------------------------------------------- 456 Buyer Furnished Equipment (BFE) - ----------------------------------------------------------------------------------------------------------------------- 457 Assembly Site Build (SAN #1 - SAN #12) - ----------------------------------------------------------------------------------------------------------------------- 458 - ----------------------------------------------------------------------------------------------------------------------- 459 TNM SOFTWARE IMPLEMENTATION - ----------------------------------------------------------------------------------------------------------------------- 460 ADACEL Project Management Documentation - ----------------------------------------------------------------------------------------------------------------------- 461 Design Reviews (ADACEL/NECA) - ----------------------------------------------------------------------------------------------------------------------- 462 DETAILED DESIGN AND CODING - ----------------------------------------------------------------------------------------------------------------------- 463 Build A (Infrastructure) - ----------------------------------------------------------------------------------------------------------------------- 464 Build B (External I/F) - ----------------------------------------------------------------------------------------------------------------------- 465 Build C (Interworking) - ----------------------------------------------------------------------------------------------------------------------- 466 Build D (Final Build) - ----------------------------------------------------------------------------------------------------------------------- 467 Software Release Schedule - ----------------------------------------------------------------------------------------------------------------------- 468 TNM Software Pre-Release 1A 7/14 - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 1999 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 451 SYSTEM HARDWARE - ----------------------------------------------------------------------------------------------------------------------- 452 ASSEMBLY - ----------------------------------------------------------------------------------------------------------------------- 453 Concepts - ----------------------------------------------------------------------------------------------------------------------- 454 Procurement - ----------------------------------------------------------------------------------------------------------------------- 455 Prototype - ----------------------------------------------------------------------------------------------------------------------- 456 Buyer Furnished Equipment (BFE) - ----------------------------------------------------------------------------------------------------------------------- 457 Assembly Site Build (SAN #1 - SAN #12) - ----------------------------------------------------------------------------------------------------------------------- 458 - ----------------------------------------------------------------------------------------------------------------------- 459 TNM SOFTWARE IMPLEMENTATION - ----------------------------------------------------------------------------------------------------------------------- 460 ADACEL Project Management Documentation - ----------------------------------------------------------------------------------------------------------------------- 461 Design Reviews (ADACEL/NECA) - ----------------------------------------------------------------------------------------------------------------------- 462 DETAILED DESIGN AND CODING - ----------------------------------------------------------------------------------------------------------------------- 463 Build A (Infrastructure) - ----------------------------------------------------------------------------------------------------------------------- 464 Build B (External I/F) - ----------------------------------------------------------------------------------------------------------------------- 465 Build C (Interworking) - ----------------------------------------------------------------------------------------------------------------------- 466 Build D (Final Build) - ----------------------------------------------------------------------------------------------------------------------- 467 Software Release Schedule - ----------------------------------------------------------------------------------------------------------------------- 468 TNM Software Pre-Release 1A - -----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------- 2000 ---------------------------------------------------------------------------------- ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------------------- 451 SYSTEM HARDWARE - ----------------------------------------------------------------------------------------------------------------------- 452 ASSEMBLY - ----------------------------------------------------------------------------------------------------------------------- 453 Concepts - ----------------------------------------------------------------------------------------------------------------------- 454 Procurement - ----------------------------------------------------------------------------------------------------------------------- 455 Prototype - ----------------------------------------------------------------------------------------------------------------------- 456 Buyer Furnished Equipment (BFE) - ----------------------------------------------------------------------------------------------------------------------- 457 Assembly Site Build (SAN #1 - SAN #12) - ----------------------------------------------------------------------------------------------------------------------- 458 - ----------------------------------------------------------------------------------------------------------------------- 459 TNM SOFTWARE IMPLEMENTATION - ----------------------------------------------------------------------------------------------------------------------- 460 ADACEL Project Management Documentation - ----------------------------------------------------------------------------------------------------------------------- 461 Design Reviews (ADACEL/NECA) - ----------------------------------------------------------------------------------------------------------------------- 462 DETAILED DESIGN AND CODING - ----------------------------------------------------------------------------------------------------------------------- 463 Build A (Infrastructure) - ----------------------------------------------------------------------------------------------------------------------- 464 Build B (External I/F) - ----------------------------------------------------------------------------------------------------------------------- 465 Build C (Interworking) - ----------------------------------------------------------------------------------------------------------------------- 466 Build D (Final Build) - ----------------------------------------------------------------------------------------------------------------------- 467 Software Release Schedule - ----------------------------------------------------------------------------------------------------------------------- 468 TNM Software Pre-Release 1A - -----------------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 26 REVISED ON THE 12TH NOVEMBER, 1997 1064 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 469 TNM Software 0d 9/1/98 9/1/98 Release 1A (Build B) - ------------------------------------------------------------------------------------------------------------------------------------ 470 TNM Software 0d 1/15/99 1/15/99 Release 1.0 (Build C) - ------------------------------------------------------------------------------------------------------------------------------------ 471 TNM Software 0d 4/30/99 4/30/99 Release 1.5 (Build D) - ------------------------------------------------------------------------------------------------------------------------------------ 472 TNM Software 0d 8/26/99 8/26/99 Release 2.0 (regression testing) - ------------------------------------------------------------------------------------------------------------------------------------ 473 - ------------------------------------------------------------------------------------------------------------------------------------ 474 PHASE 1 FACTORY 171d 9/1/98 4/16/99 TESTING - ------------------------------------------------------------------------------------------------------------------------------------ 475 SAN 3 - Australia 23d 9/1/98 9/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ 476 TNM #1 MANUFACTURE & 0d 4/16/99 4/16/99 PHASE 1 TESTING (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------------------------------ 477 SANs 1 & 2 USA & 18d 10/1/98 10/26/98 India - ------------------------------------------------------------------------------------------------------------------------------------ 478 SANs 4, 5 & 6 - 21d 10/27/98 11/23/98 South Africa, Chile, & Germany - ------------------------------------------------------------------------------------------------------------------------------------ 479 SANs 7, 8 and 9 - 20d 11/24/98 12/18/98 Indonesia, Korea and Mexico - ------------------------------------------------------------------------------------------------------------------------------------ 480 SANs 10, 11 & 12 - 25d 12/21/98 1/22/98 UAE, China and Brazil - ------------------------------------------------------------------------------------------------------------------------------------ 481 - ------------------------------------------------------------------------------------------------------------------------------------ 482 TNM EQUIPMENT 117d 10/8/98 3/10/99 TRANSPORTATION SITE - ------------------------------------------------------------------------------------------------------------------------------------ 483 TNM #1 SAN 1 - USA 29d 11/3/98 12/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 484 TNM #2 SAN 2 - INDIA 29d 11/3/98 12/9/98 - ------------------------------------------------------------------------------------------------------------------------------------ 485 TNM #3 SAN 3 - 5d 10/8/98 10/14/98 AUSTRALIA - ------------------------------------------------------------------------------------------------------------------------------------ 486 TNM #4 SAN 4 - 28d 12/1/98 1/6/99 SOUTH AFRICA - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 469 TNM Software Release 1A (Build B) 9/1 - ------------------------------------------------------------------------------------------------------------- 470 TNM Software Release 1.0 (Build C) - ------------------------------------------------------------------------------------------------------------- 471 TNM Software Release 1.5 (Build D) - ------------------------------------------------------------------------------------------------------------- 472 TNM Software Release 2.0 (regression testing) - ------------------------------------------------------------------------------------------------------------- 473 - ------------------------------------------------------------------------------------------------------------- 474 PHASE 1 FACTORY TESTING - ------------------------------------------------------------------------------------------------------------- 475 SAN 3 - Australia - ------------------------------------------------------------------------------------------------------------- 476 TNM #1 MANUFACTURE & PHASE 1 TEST (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------- 477 SANs 1 & 2 USA & India - ------------------------------------------------------------------------------------------------------------- 478 SANs 4, 5 & 6 - South Africa, Chile, & Germany - ------------------------------------------------------------------------------------------------------------- 479 SANs 7, 8 and 9 - Indonesia, Korea and Mexico - ------------------------------------------------------------------------------------------------------------- 480 SANS 10, 11 & 12 - UAE, China and Brazil - ------------------------------------------------------------------------------------------------------------- 481 - ------------------------------------------------------------------------------------------------------------- 482 TNM EQUIPMENT TRANSPORTATION SITE - ------------------------------------------------------------------------------------------------------------- 483 TNM #1 SAN 1 - USA - ------------------------------------------------------------------------------------------------------------- 484 TNM #2 SAN 2 - INDIA - ------------------------------------------------------------------------------------------------------------- 485 TNM #3 SAN 3 - AUSTRALIA - ------------------------------------------------------------------------------------------------------------- 486 TNM #4 SAN 4 - SOUTH AFRICA - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 469 TNM Software Release 1A (Build B) - ------------------------------------------------------------------------------------------------------------- 470 TNM Software Release 1.0 (Build C) 1/15 - ------------------------------------------------------------------------------------------------------------- 471 TNM Software Release 1.5 (Build D) 4/30 - ------------------------------------------------------------------------------------------------------------- 472 TNM Software Release 2.0 (regression testing) 8/26 - ------------------------------------------------------------------------------------------------------------- 473 - ------------------------------------------------------------------------------------------------------------- 474 PHASE 1 FACTORY TESTING - ------------------------------------------------------------------------------------------------------------- 475 SAN 3 - Australia - ------------------------------------------------------------------------------------------------------------- 476 TNM #1 MANUFACTURE & PHASE 1 TEST (TOP LEVEL MILESTONE) 4/16 - ------------------------------------------------------------------------------------------------------------- 477 SANs 1 & 2 USA & India - ------------------------------------------------------------------------------------------------------------- 478 SANs 4, 5 & 6 - South Africa, Chile, & Germany - ------------------------------------------------------------------------------------------------------------- 479 SANs 7, 8 and 9 - Indonesia, Korea and Mexico - ------------------------------------------------------------------------------------------------------------- 480 SANS 10, 11 & 12 - UAE, China and Brazil - ------------------------------------------------------------------------------------------------------------- 481 - ------------------------------------------------------------------------------------------------------------- 482 TNM EQUIPMENT TRANSPORTATION SITE - ------------------------------------------------------------------------------------------------------------- 483 TNM #1 SAN 1 - USA - ------------------------------------------------------------------------------------------------------------- 484 TNM #2 SAN 2 - INDIA - ------------------------------------------------------------------------------------------------------------- 485 TNM #3 SAN 3 - AUSTRALIA - ------------------------------------------------------------------------------------------------------------- 486 TNM #4 SAN 4 - SOUTH AFRICA - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 469 TNM Software Release 1A (Build B) - ------------------------------------------------------------------------------------------------------------- 470 TNM Software Release 1.0 (Build C) - ------------------------------------------------------------------------------------------------------------- 471 TNM Software Release 1.5 (Build D) - ------------------------------------------------------------------------------------------------------------- 472 TNM Software Release 2.0 (regression testing) - ------------------------------------------------------------------------------------------------------------- 473 - ------------------------------------------------------------------------------------------------------------- 474 PHASE 1 FACTORY TESTING - ------------------------------------------------------------------------------------------------------------- 475 SAN 3 - Australia - ------------------------------------------------------------------------------------------------------------- 476 TNM #1 MANUFACTURE & PHASE 1 TEST (TOP LEVEL MILESTONE) - ------------------------------------------------------------------------------------------------------------- 477 SANs 1 & 2 USA & India - ------------------------------------------------------------------------------------------------------------- 478 SANs 4, 5 & 6 - South Africa, Chile, & Germany - ------------------------------------------------------------------------------------------------------------- 479 SANs 7, 8 and 9 - Indonesia, Korea and Mexico - ------------------------------------------------------------------------------------------------------------- 480 SANS 10, 11 & 12 - UAE, China and Brazil - ------------------------------------------------------------------------------------------------------------- 481 - ------------------------------------------------------------------------------------------------------------- 482 TNM EQUIPMENT TRANSPORTATION SITE - ------------------------------------------------------------------------------------------------------------- 483 TNM #1 SAN 1 - USA - ------------------------------------------------------------------------------------------------------------- 484 TNM #2 SAN 2 - INDIA - ------------------------------------------------------------------------------------------------------------- 485 TNM #3 SAN 3 - AUSTRALIA - ------------------------------------------------------------------------------------------------------------- 486 TNM #4 SAN 4 - SOUTH AFRICA - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 27 REVISED ON THE 12TH NOVEMBER, 1997 1065 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 487 TNM #5 SAN 5 - CHILE 28d 12/1/98 1/6/99 - ------------------------------------------------------------------------------------------------------------------------------------ 488 TNM #6 SAN 6 - 28d 12/1/98 1/6/99 GERMANY - ------------------------------------------------------------------------------------------------------------------------------------ 489 TNM #7 SAN 7 - 29d 1/5/99 2/10/99 INDONESIA - ------------------------------------------------------------------------------------------------------------------------------------ 490 TNM #8 SAN 8 - KOREA 29d 1/5/99 2/10/99 - ------------------------------------------------------------------------------------------------------------------------------------ 491 TNM #9 SAN 9 - MEXICO 29d 1/5/99 2/10/99 - ------------------------------------------------------------------------------------------------------------------------------------ 492 TNM #10 SAN 10 - UAE 30d 2/2/99 3/10/99 - ------------------------------------------------------------------------------------------------------------------------------------ 493 TNM #11 SAN 11 - 30d 2/2/99 3/10/99 CHINA - ------------------------------------------------------------------------------------------------------------------------------------ 494 TNM #12 SAN 12 - 30d 2/2/99 3/10/99 BRAZIL - ------------------------------------------------------------------------------------------------------------------------------------ 495 - ------------------------------------------------------------------------------------------------------------------------------------ 496 DIGITAL COMMUNICATIONS 271d 4/3/98 3/25/99 NETWORK - ------------------------------------------------------------------------------------------------------------------------------------ 497 DIGITAL COMMUNICATIONS 107d 4/3/98 8/21/98 NETWORK DESIGN - ------------------------------------------------------------------------------------------------------------------------------------ 498 Hardware Design and 107d 4/3/98 8/21/98 Procurement - ------------------------------------------------------------------------------------------------------------------------------------ 499 Software Design & 107d 4/3/98 8/21/98 Development - ------------------------------------------------------------------------------------------------------------------------------------ 500 DCN EQUIPMENT 133d 10/1/98 3/25/99 TRANSPORTATION - ------------------------------------------------------------------------------------------------------------------------------------ 501 DCN #1 SAN 1 - USA 36d 10/26/98 12/10/98 - ------------------------------------------------------------------------------------------------------------------------------------ 502 DCN #2 SAN 2 - INDIA 36d 10/27/98 12/11/98 - ------------------------------------------------------------------------------------------------------------------------------------ 503 DCN #3 SAN 3 - 10d 10/1/98 10/14/98 AUSTRALIA - ------------------------------------------------------------------------------------------------------------------------------------ 504 DCN #4 SAN 4 - 36d 11/30/98 1/15/99 SOUTH AFRICA - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 487 TNM #5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 488 TNM #6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 489 TNM #7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 490 TNM #8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 491 TNM #9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 492 TNM #10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 493 TNM #11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- 494 TNM #12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------- 495 - ----------------------------------------------------------------------------------------------------------- 496 DIGITAL COMMUNICATIONS NETWORK - ----------------------------------------------------------------------------------------------------------- 497 DIGITAL COMMUNICATIONS NETWORK DESIGN - ----------------------------------------------------------------------------------------------------------- 498 Hardware Design and Procurement - ----------------------------------------------------------------------------------------------------------- 499 Software Design & Development - ----------------------------------------------------------------------------------------------------------- 500 DCN EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------- 501 DCN #1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------- 502 DCN #2 SAN 2 - INDIA - ---------------------------------------------------------------------------------------------------------- 503 DCN #3 SAN 3 - AUSTRALIA - ---------------------------------------------------------------------------------------------------------- 504 DCN #4 SAN 4 - SOUTH AFRICA - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 487 TNM #5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 488 TNM #6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 489 TNM #7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 490 TNM #8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 491 TNM #9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 492 TNM #10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 493 TNM #11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- 494 TNM #12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------- 495 - ----------------------------------------------------------------------------------------------------------- 496 DIGITAL COMMUNICATIONS NETWORK - ----------------------------------------------------------------------------------------------------------- 497 DIGITAL COMMUNICATIONS NETWORK DESIGN - ----------------------------------------------------------------------------------------------------------- 498 Hardware Design and Procurement - ----------------------------------------------------------------------------------------------------------- 499 Software Design & Development - ----------------------------------------------------------------------------------------------------------- 500 DCN EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------- 501 DCN #1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------- 502 DCN #2 SAN 2 - INDIA - ---------------------------------------------------------------------------------------------------------- 503 DCN #3 SAN 3 - AUSTRALIA - ---------------------------------------------------------------------------------------------------------- 504 DCN #4 SAN 4 - SOUTH AFRICA - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ----------------------------------------------------------------------------------------------------------- 487 TNM #5 SAN 5 - CHILE - ----------------------------------------------------------------------------------------------------------- 488 TNM #6 SAN 6 - GERMANY - ----------------------------------------------------------------------------------------------------------- 489 TNM #7 SAN 7 - INDONESIA - ----------------------------------------------------------------------------------------------------------- 490 TNM #8 SAN 8 - KOREA - ----------------------------------------------------------------------------------------------------------- 491 TNM #9 SAN 9 - MEXICO - ----------------------------------------------------------------------------------------------------------- 492 TNM #10 SAN 10 - UAE - ----------------------------------------------------------------------------------------------------------- 493 TNM #11 SAN 11 - CHINA - ----------------------------------------------------------------------------------------------------------- 494 TNM #12 SAN 12 - BRAZIL - ----------------------------------------------------------------------------------------------------------- 495 - ----------------------------------------------------------------------------------------------------------- 496 DIGITAL COMMUNICATIONS NETWORK - ----------------------------------------------------------------------------------------------------------- 497 DIGITAL COMMUNICATIONS NETWORK DESIGN - ----------------------------------------------------------------------------------------------------------- 498 Hardware Design and Procurement - ----------------------------------------------------------------------------------------------------------- 499 Software Design & Development - ----------------------------------------------------------------------------------------------------------- 500 DCN EQUIPMENT TRANSPORTATION - ----------------------------------------------------------------------------------------------------------- 501 DCN #1 SAN 1 - USA - ----------------------------------------------------------------------------------------------------------- 502 DCN #2 SAN 2 - INDIA - ---------------------------------------------------------------------------------------------------------- 503 DCN #3 SAN 3 - AUSTRALIA - ---------------------------------------------------------------------------------------------------------- 504 DCN #4 SAN 4 - SOUTH AFRICA - ---------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 28 REVISED ON THE 12TH NOVEMBER, 1997 1066 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 505 DCN #5 SAN 5 - CHILE 36d 11/30/98 1/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 506 DCN #6 SAN 6 - 36d 11/30/99 1/15/99 GERMANY - ------------------------------------------------------------------------------------------------------------------------------------ 507 DCN #7 SAN 7 - 36d 1/1/99 2/16/99 INDONESIA - ------------------------------------------------------------------------------------------------------------------------------------ 508 DCN #8 SAN 8 - KOREA 36d 1/6/99 2/19/99 - ------------------------------------------------------------------------------------------------------------------------------------ 509 DCN #9 SAN 9 - MEXICO 36d 1/6/99 2/19/99 - ------------------------------------------------------------------------------------------------------------------------------------ 510 DCN #10 SAN 10 - UAE 36d 2/5/99 3/23/99 - ------------------------------------------------------------------------------------------------------------------------------------ 511 DCN #11 SAN 11 - 36d 2/9/99 3/25/99 CHINA - ------------------------------------------------------------------------------------------------------------------------------------ 512 DCN #12 SAN 12 - 36d 2/9/99 3/25/99 BRAZIL - ------------------------------------------------------------------------------------------------------------------------------------ 513 - ------------------------------------------------------------------------------------------------------------------------------------ 514 SAN OSS/NMC/SRMS - 828d 4/1/97 4/30/00 NEC/J - ------------------------------------------------------------------------------------------------------------------------------------ 515 SAN OSS SOFTWARE 373d 2/19/98 7/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 516 Lower Layer Interface 98d 2/19/98 6/30/98 Development - ------------------------------------------------------------------------------------------------------------------------------------ 517 Software Release 0d 7/1/98 7/1/98 Alpha - ------------------------------------------------------------------------------------------------------------------------------------ 518 Software Release 1.0 0d 9/1/98 9/1/98 - ------------------------------------------------------------------------------------------------------------------------------------ 519 Software Release 1.2 0d 4/1/99 4/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 520 Software Release 2.0 0d 7/1/99 7/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 521 - ------------------------------------------------------------------------------------------------------------------------------------ 522 PRE-INTEGRATION 44d 8/5/98 9/30/98 TESTING AT NEC A - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 505 DCN #5 SAN 5 - CHILE - ------------------------------------------------------------------------------------------------------------- 506 DCN #6 SAN 6 - GERMANY - ------------------------------------------------------------------------------------------------------------- 507 DCN #7 SAN 7 - INDONESIA - ------------------------------------------------------------------------------------------------------------- 508 DCN #8 SAN 8 - KOREA - ------------------------------------------------------------------------------------------------------------- 509 DCN #9 SAN 9 - MEXICO - ------------------------------------------------------------------------------------------------------------- 510 DCN #10 SAN 10 - UAE - ------------------------------------------------------------------------------------------------------------- 511 DCN #11 SAN 11 - CHINA - ------------------------------------------------------------------------------------------------------------- 512 DCN #12 SAN 12 - BRAZIL - ------------------------------------------------------------------------------------------------------------- 513 - ------------------------------------------------------------------------------------------------------------- 514 SAN OSS/NMC/SRMS - NEC/J - ------------------------------------------------------------------------------------------------------------- 515 SAN OSS SOFTWARE - ------------------------------------------------------------------------------------------------------------- 516 Lower Layer Interface Development - ------------------------------------------------------------------------------------------------------------- 517 Software Release Alpha 7/1 - ------------------------------------------------------------------------------------------------------------- 518 Software Release 1.0 9/1 - ------------------------------------------------------------------------------------------------------------- 519 Software Release 1.2 - ------------------------------------------------------------------------------------------------------------- 520 Software Release 2.0 - ------------------------------------------------------------------------------------------------------------- 521 - ------------------------------------------------------------------------------------------------------------- 522 PRE-INTEGRATION TESTING AT NEC A - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 505 DCN #5 SAN 5 - CHILE - ------------------------------------------------------------------------------------------------------------- 506 DCN #6 SAN 6 - GERMANY - ------------------------------------------------------------------------------------------------------------- 507 DCN #7 SAN 7 - INDONESIA - ------------------------------------------------------------------------------------------------------------- 508 DCN #8 SAN 8 - KOREA - ------------------------------------------------------------------------------------------------------------- 509 DCN #9 SAN 9 - MEXICO - ------------------------------------------------------------------------------------------------------------- 510 DCN #10 SAN 10 - UAE - ------------------------------------------------------------------------------------------------------------- 511 DCN #11 SAN 11 - CHINA - ------------------------------------------------------------------------------------------------------------- 512 DCN #12 SAN 12 - BRAZIL - ------------------------------------------------------------------------------------------------------------- 513 - ------------------------------------------------------------------------------------------------------------- 514 SAN OSS/NMC/SRMS - NEC/J - ------------------------------------------------------------------------------------------------------------- 515 SAN OSS SOFTWARE - ------------------------------------------------------------------------------------------------------------- 516 Lower Layer Interface Development - ------------------------------------------------------------------------------------------------------------- 517 Software Release Alpha - ------------------------------------------------------------------------------------------------------------- 518 Software Release 1.0 - ------------------------------------------------------------------------------------------------------------- 519 Software Release 1.2 - ------------------------------------------------------------------------------------------------------------- 520 Software Release 2.0 4/1 - ------------------------------------------------------------------------------------------------------------- 521 7/1 - ------------------------------------------------------------------------------------------------------------- 522 PRE-INTEGRATION TESTING AT NEC A - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 505 DCN #5 SAN 5 - CHILE - ------------------------------------------------------------------------------------------------------------- 506 DCN #6 SAN 6 - GERMANY - ------------------------------------------------------------------------------------------------------------- 507 DCN #7 SAN 7 - INDONESIA - ------------------------------------------------------------------------------------------------------------- 508 DCN #8 SAN 8 - KOREA - ------------------------------------------------------------------------------------------------------------- 509 DCN #9 SAN 9 - MEXICO - ------------------------------------------------------------------------------------------------------------- 510 DCN #10 SAN 10 - UAE - ------------------------------------------------------------------------------------------------------------- 511 DCN #11 SAN 11 - CHINA - ------------------------------------------------------------------------------------------------------------- 512 DCN #12 SAN 12 - BRAZIL - ------------------------------------------------------------------------------------------------------------- 513 - ------------------------------------------------------------------------------------------------------------- 514 SAN OSS/NMC/SRMS - NEC/J - ------------------------------------------------------------------------------------------------------------- 515 SAN OSS SOFTWARE - ------------------------------------------------------------------------------------------------------------- 516 Lower Layer Interface Development - ------------------------------------------------------------------------------------------------------------- 517 Software Release Alpha - ------------------------------------------------------------------------------------------------------------- 518 Software Release 1.0 - ------------------------------------------------------------------------------------------------------------- 519 Software Release 1.2 - ------------------------------------------------------------------------------------------------------------- 520 Software Release 2.0 - ------------------------------------------------------------------------------------------------------------- 521 - ------------------------------------------------------------------------------------------------------------- 522 PRE-INTEGRATION TESTING AT NEC A - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
PROJECT: 18 NOV ICO MLS VER 39.MPP DATE: 11/18/97 DOC: 770019 VERSION 3.9 PAGE 29 REVISED ON THE 12TH NOVEMBER, 1997 1067 IGF PROJECT MASTER LEVEL SCHEDULE REV 3.9
- ------------------------------------------------------------------------------------------------------------------------------------ 1997 ------------------------------------------------------------------------ ID TASK NAME DUR START FINISH F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------------------------------ 523 Stage 3 Testing with 44d 8/5/98 9/30/98 NECA and HNS - ------------------------------------------------------------------------------------------------------------------------------------ 524 - ------------------------------------------------------------------------------------------------------------------------------------ 525 TRANSPORTATION OF 206d 8/28/98 5/31/99 SAN OSS EQUIPMENT - ------------------------------------------------------------------------------------------------------------------------------------ 526 SAN OSS FAT 0d 9/21/98 9/21/98 (SW R.1.0) - ------------------------------------------------------------------------------------------------------------------------------------ 527 SAN OSS #1 & #2 36d 10/22/98 12/8/98 - ------------------------------------------------------------------------------------------------------------------------------------ 528 SAN OSS #3 36d 8/28/98 10/14/98 - ------------------------------------------------------------------------------------------------------------------------------------ 529 SAN OSS #4, 5 & 6 36d 11/30/98 1/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 530 SAN OSS #7 & 8 36d 1/14/99 2/26/99 - ------------------------------------------------------------------------------------------------------------------------------------ 531 SAN OSS #9 & 10 36d 2/26/99 4/15/99 - ------------------------------------------------------------------------------------------------------------------------------------ 532 SAN OSS #11 & 12 36d 4/12/99 5/31/99 - ------------------------------------------------------------------------------------------------------------------------------------ 533 - ------------------------------------------------------------------------------------------------------------------------------------ 534 NMC (LINK-OS) 720d 4/1/97 12/1/99 - ------------------------------------------------------------------------------------------------------------------------------------ 535 OPERATIONAL 220d 4/1/97 1/30/98 SCENARIO - ------------------------------------------------------------------------------------------------------------------------------------ 536 Review with ICO 87d 4/1/97 7/30/97 - ------------------------------------------------------------------------------------------------------------------------------------ 537 Work Report 0d 8/4/97 8/4/97 8/4 Submission to PO - ------------------------------------------------------------------------------------------------------------------------------------ 538 Assigned WG Responses 0d 9/15/97 9/15/97 to PO (Class A) 9/15 - ------------------------------------------------------------------------------------------------------------------------------------ 539 Assigned WG Responses 0d 11/17/97 11/17/97 to PO (Class B) 11/17 - ------------------------------------------------------------------------------------------------------------------------------------ 540 Contribution to HLSD 0d 1/30/98 1/30/98 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1998 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 523 Stage 3 Testing with NECA and HNS - ------------------------------------------------------------------------------------------------------------- 524 - ------------------------------------------------------------------------------------------------------------- 525 TRANSPORTATION OF SAN OSS EQUIPMENT - ------------------------------------------------------------------------------------------------------------- 526 SAN OSS FAT (SW R.1.0) - ------------------------------------------------------------------------------------------------------------- 527 SAN OSS #1 & #2 9/21 - ------------------------------------------------------------------------------------------------------------- 528 SAN OSS #3 - ------------------------------------------------------------------------------------------------------------- 529 SAN OSS #4, 5 & 6 - ------------------------------------------------------------------------------------------------------------- 530 SAN OSS #7 & 8 - ------------------------------------------------------------------------------------------------------------- 531 SAN OSS #9 & 10 - ------------------------------------------------------------------------------------------------------------- 532 SAN OSS #11 & 12 - ------------------------------------------------------------------------------------------------------------- 533 - ------------------------------------------------------------------------------------------------------------- 534 NMC (LINK-OS) - ------------------------------------------------------------------------------------------------------------- 535 OPERATIONAL SCENARIO - ------------------------------------------------------------------------------------------------------------- 536 Review with ICO - ------------------------------------------------------------------------------------------------------------- 537 Work Report Submission to PO - ------------------------------------------------------------------------------------------------------------- 538 Assigned WG Responses to PO (Class A) - ------------------------------------------------------------------------------------------------------------- 539 Assigned WG Responses to PO (Class B) - ------------------------------------------------------------------------------------------------------------- 540 Contribution to HLSD 1/30 - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 1999 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 523 Stage 3 Testing with NECA and HNS - ------------------------------------------------------------------------------------------------------------- 524 - ------------------------------------------------------------------------------------------------------------- 525 TRANSPORTATION OF SAN OSS EQUIPMENT - ------------------------------------------------------------------------------------------------------------- 526 SAN OSS FAT (SW R.1.0) - ------------------------------------------------------------------------------------------------------------- 527 SAN OSS #1 & #2 - ------------------------------------------------------------------------------------------------------------- 528 SAN OSS #3 - ------------------------------------------------------------------------------------------------------------- 529 SAN OSS #4, 5 & 6 - ------------------------------------------------------------------------------------------------------------- 530 SAN OSS #7 & 8 - ------------------------------------------------------------------------------------------------------------- 531 SAN OSS #9 & 10 - ------------------------------------------------------------------------------------------------------------- 532 SAN OSS #11 & 12 - ------------------------------------------------------------------------------------------------------------- 533 - ------------------------------------------------------------------------------------------------------------- 534 NMC (LINK-OS) - ------------------------------------------------------------------------------------------------------------- 535 OPERATIONAL SCENARIO - ------------------------------------------------------------------------------------------------------------- 536 Review with ICO - ------------------------------------------------------------------------------------------------------------- 537 Work Report Submission to PO - ------------------------------------------------------------------------------------------------------------- 538 Assigned WG Responses to PO (Class A) - ------------------------------------------------------------------------------------------------------------- 539 Assigned WG Responses to PO (Class B) - ------------------------------------------------------------------------------------------------------------- 540 Contribution to HLSD - ------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------- 2000 ------------------------------------------------------------------------------ ID TASK NAME J F M A M J J A S O N D - ------------------------------------------------------------------------------------------------------------- 523 Stage 3 Testing with NECA and HNS - ------------------------------------------------------------------------------------------------------------- 524 - ------------------------------------------------------------------------------------------------------------- 525 TRANSPORTATION OF SAN OSS EQUIPMENT - ------------------------------------------------------------------------------------------------------------- 526 SAN OSS FAT (SW R.1.0) - ------------------------------------------------------------------------------------------------------------- 527 SAN OSS #1 & #2 - ------------------------------------------------------------------------------------------------------------- 528 SAN OSS #3 - ------------------------------------------------------------------------------------------------------------- 529 SAN OSS #4, 5 & 6 - ------------------------------------------------------------------------------------------------------------- 530 SAN OSS #7 & 8 - ------------------------------------------------------------------------------------------------------------- 531 SAN OSS #9 & 10 - ------------------------------------------------------------------------------------------------------------- 532 SAN OSS #11 & 12 - ------------------------------------------------------------------------------------------------------------- 533 - ------------------------------------------------------------------------------------------------------------- 534 NMC (LINK-OS) - -------------------------------