Exhibit 10.9.4
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b)(4)
and 230.406
(ORBCOMM(R) LOGO)
July 11, 2006
GE Asset Intelligence, LLC
540 Northwest Highway
Barrington, IL, 60010
Att: Thomas Konditi
Re: Amendment to International Value Added Reseller Agreement
Dear Mr. Konditi:
Effective June 29, 2006, ORBCOMM LLC ("ORBCOMM") and GE Asset Intelligence,
LLC ("GE" and, together with ORBCOMM, the "Parties") hereby agree to amend the
terms of the International Value Added Reseller Agreement, dated March 14, 2003
(the "IVAR"), as amended, by and between the Parties, as follows:
1. Exhibit C to the IVAR (Pricing Rate Schedule) shall be amended to
add the additional Pricing Rate Schedule attached as Exhibit A
hereto.
GE acknowledges that the fees set forth in the additional Pricing Rate
Schedule attached as Exhibit A hereto shall only be applicable to the Truck PC
DT - 4000 Application (as defined in the IVAR) utilized in connection with
Subscriber Communicators (as defined in the IVAR) which are supplied to
USXpress.
Except as expressly amended by this amendment, all other terms and
conditions of the IVAR shall remain in full force and effect. No waiver of any
provision of the IVAR by either Party shall be deemed a continuing waiver of any
matter by such Party.
Please indicate your acceptance of the amendment set forth above by signing
where indicated below. If you have any questions, please contact me at
703-433-6306.
Very truly yours,
/s/ Jerome B. Eisenberg
----------------------------------------
Jerome B. Eisenberg
Chief Executive Officer
Agreed and accepted as of this
11th day of July, 2006:
GE Asset Intelligence, LLC
By: /s/ Clayton R. Sanders, Jr.
---------------------------------
Name: Clayton R. Sanders, Jr.
Title: VP, General Counsel, & Secty
2115 Linwood Avenue, Suite 100, 21700 Atlantic Boulevard,
Fort Lee, NJ 07024 Dulles, VA 20166
Telephone: 201-363-4900 Telephone: 703-433-6300
Facsimile: 703-433-6400 Facsimile: 703-433-6400
www.orbcomm.com
Exhibit A
Additional Pricing Rate Schedule
UNITED STATES AND CANADA
Charge Fee
- ------ ---
Monthly Access Charge (per SC) $[***]
Usage Charge (per Kbyte) $[***]
INTERNATIONAL
Charge Fee
- ------ ---
Monthly Access Fee (Per SC) $[***]
Usage Charge (per Kbyte) $[***]
Administrative Charges remain unchanged.
PRICING NOTES
The pricing presented herein is subject to the following terms and conditions:
1. Terms not defined herein, or elsewhere in this Agreement, shall have the
meaning set forth in the ORBCOMM Messaging Services Description (A80MK0019
- Revision - C, Issue Date: March 31, 2000) a copy of which may be obtained
by contacting ORBCOMM.
2. Each Subscriber Communicator provisioned on the ORBCOMM System shall be
assigned a "Price Plan Code" an set forth on the Pricing Rate Schedule.
Additionally, for administrative purposes, Reseller may request that
ORBCOMM open one or more contracts ("Contracts") within each Price Plan
Code and instruct ORBCOMM to place the Subscriber Communicators within such
Price Plan Code within such Contracts. Reseller shall be responsible for
indicating into which Contract a Subscriber Communicator is to be placed at
the time of its provisioning.
3. The number of billable bytes used by each Subscriber Communicator shall
include the sum of the lengths of the header, subject, and body parts.
Gateway Control Center acknowledgements for Reports, Commands, and Messages
are included and are not counted as additional billable bytes.
4. ORBCOMM shall calculate Usage Charges invoiced to Reseller on a Contract by
Contract basis. These prices are valid for applications which take
reasonable care in making efficient use of ORBCOMM network resources as
described in Application Note #11, Application Traffic Demand
Considerations, Issue Date: September 30, 2000. ORBCOMM reserves the right
to apply surcharges to accounts which make excessive demands on network
resources as determined by ORBCOMM. Usage Charges shall be invoiced to
Reseller in advance at the beginning of each Billing Cycle based on the
number of Subscriber Communicators provisioned on the ORBCOMM System on the
account of Reseller at the beginning of each Billing Cycle. Credits and
additional charges for Subscriber Communicators provisioned or
deprovisioned during each Billing Cycle shall be made at the beginning of
the following Billing Cycle.
5. All traffic is assumed to be sent at Non-Urgent Priority. SC-Terminated
Delivery Plan Code Zero ("0") is the standard for this pricing schedule.
ORBCOMM reserves the right to charge a premium for the use of SC-Terminated
Delivery Plan Codes other than Zero ("0").
6. Customer Owned and Maintained (COAM) frame relay fees are minimum fees for
integration and configuration of standard domestic connections. Additional
setup for international connections or other special requirements are
charged at $200 per hour for labor. Telephone company charges are
additional.
7. Optional Subscriber Communicator features referred to include provisioning
for alternating terminating address, message forwarding, binary
Globalgrams, message blocking and any other non-standard features.
2115 Linwood Avenue, Suite 100, 21700 Atlantic Boulevard,
Fort Lee, NJ 07024 Dulles, VA 20166
Telephone: 201-363-4900 Telephone: 703-433-6300
Facsimile: 703-433-6400 Facsimile: 703-433-6400
www.orbcomm.com