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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement (the
"Amendment") between Orbital Sciences Corporation ("Orbital") and
Orbital Imaging Corporation (the "Company") is entered into as of the
30th day of March, 2000.
RECITALS
WHEREAS, the parties have entered into that certain Stock
Purchase Agreement as of October 26, 1999 (the "Agreement") pursuant
to which Orbital agreed to purchase Common Shares (as defined
therein) to be issued by the Company.
WHEREAS, the parties desire to amend the Agreement as set forth
below.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the parties
hereby agree as follows:
1. Definitions. Unless otherwise defined herein, all
capitalized terms herein shall have the meaning assigned to them in
the Agreement.
2. Amendment to Article 2.
(a) The parties hereby amend the Agreement by deleting
Section 2.2(a) in its entirety and substituting the following in
its place:
"(a) Purchase. Upon the terms and subject to the
conditions herein contained, at the Closing (as defined
herein) on the Closing Date (as defined herein), the
Company agrees that it will issue and sell to the
Purchaser, and the Purchaser agrees that it will acquire
and purchase from the Company, at least 250,000 Common
Shares. The purchase price of the Common Shares shall be
$10.00 per share (the "Per Share Purchase Price"). Except
as provided below, the Company shall not be obligated to
sell and the Purchaser shall not be obligated to purchase
more than an aggregate of 1,250,000 Common Shares.
(i) Notwithstanding the foregoing, in the event
that the OrbView-4 satellite has not been launched by
January 31, 2001, then Orbital's obligation to
purchase Common Shares hereunder shall increase by
200,000 Common Shares per month thereafter until
either the OrbView-3 or OrbView-4 satellite has been
launched; provided however, that under no
circumstances shall the Company be obligated to sell
nor shall the Purchaser be obligated to purchase more
than an aggregate of 2,500,000 Common Shares under
this Agreement.
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(ii) For purposes of this Section 2.2(a),
Orbital shall not be deemed to have failed to launch
either the OrbView-3 or OrbView-4 Satellites, as the
case may be, if such failure is the result of an act
of God, the public enemy, embargo, governmental act,
fire, accident, war, riot, strikes, inclement weather
or other cause of a similar nature that is beyond the
control of Orbital, including a decision by ORBIMAGE
not to proceed with launch (other than an ORBIMAGE
decision not to proceed with launch that can be shown
to be attributable to Orbital's performance or to have
been within its control or due to its fault or
negligence as described in Section 14.3 of the Amended
and Restated OrbView System Procurement Agreement
between the parties). In such event, Orbital and
ORBIMAGE shall agree in good faith to a new launch
date to occur as soon as possible after the end of
such event. If the applicable satellite has not been
successfully launched by such rescheduled date, then
Orbital's obligation to purchase additional Common
Shares shall commence to increase as described in
Section 2.2(a)(i) above."
(b) The parties hereby amend Section 2.2(c) of the
Agreement by deleting the third sentence thereof in its entirety and
inserting the following in its place:
"Upon receipt of the Purchase Event Notice, the
Purchaser shall elect to purchase Common Shares in an
amount not less than 250,000 shares and not more than an
aggregate of 1,250,000 shares (as such number may be
adjusted pursuant to Section 2.2(a) of this Agreement)
(including Common Shares previously purchased pursuant to
this Agreement, if any) (the "Election Amount Notice")."
(c) The parties hereby amend the Agreement by deleting
Section 2.2(e) in its entirety and substituting the following in its
place:
"(e) Additional Financings and Series A
Preemptive Rights. The Company shall use reasonable
commercial efforts to consummate one or more financings
through the issuance of equity or debt securities of the
Company. The Purchaser's obligation to purchase Common
Shares pursuant to Section 2.2(b) shall be reduced on a
dollar for dollar basis by the net proceeds raised by the
Company in any such financing. Furthermore, to the extent
that any holders of the Company's Series A Preferred Stock
exercise their preemptive rights pursuant to Section 4.1 of
the Stockholders Agreement with respect to any Purchase
Event, the Purchaser's obligations to purchase Common
Shares pursuant to Section 2.2(a) shall be reduced
proportionately."
3. No Further Changes.
Except as modified by this Amendment, the Stock Purchase
Agreement remains unmodified and in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
the Stock Purchase Agreement to be executed as of the date first
written above.
ORBITAL SCIENCES CORPORATION
By: /s/ James R. Thompson
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James R. Thompson
President and Chief Operating Officer
ORBITAL IMAGING CORPORATION
By: /s/ Armand D. Mancini
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Armand D. Mancini
Vice President and Chief Financial Officer