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EXHIBIT 10.19
OGS ORDER AND AMENDMENT NO. 1
TO
ORBIMAGE GROUND STATIONS CONTRACT
CONTRACT NO. OGS-99-02-01
OGS ORDER AND AMENDMENT NO. 1 TO ORBIMAGE GROUND STATIONS CONTRACTS
NO.OGS-99-02-01 (this "Amendment") is made and entered into as of the 10th day
of August 1999 by and between MACDONALD, DETTWILER AND ASSOCIATES LTD., a
Canadian corporation ("MacDonald Dettwiler"), and Orbital Imaging Corporation, a
Delaware corporation ("ORBIMAGE").
RECITALS
WHEREAS, ORBIMAGE and MacDonald Dettwiler are parties to that certain
ORBIMAGE Ground Stations Contract No. OGS-99-02-01 dated May 26, 1999, pursuant
to which MacDonald Dettwiler has agreed to deliver a series of OGS Systems and
options meeting certain agreed technical and other specifications at an agreed
price, subject to final agreement of the parties with respect to each OGS System
ordered by ORBIMAGE ("the OGS Contract"); and
WHEREAS, in connection with the OGS Contract, MacDonald Dettwiler submitted
to ORBIMAGE that certain Order Specification Document No. 01-2477-5 dated August
10, 1999 (the "NTT Data OSD"), setting forth MacDonald Dettwiler's proposal to
deliver an OGS System to ORBIMAGE under the OGS Contract (the "NTT Data OGS"),
which proposal includes an option for an OrbView-3 Update Acceptance Test at a
FFP amount of [*CONFIDENTIAL TREATMENT REQUESTED*] (the "OrbView-3 Update); and
WHEREAS, ORBIMAGE desires to exercise CLINs 0005, 0009 and 0011 of Exhibit
B of the OGS Contract and the OrbView-3 Update for the delivery of the NTT Data
OGS; and
WHEREAS, MacDonald Dettwiler is prepared to deliver the NTT Data OGS on the
terms and conditions of the OGS Contract, as modified by the NTT Data OSD and
this Amendment; and
WHEREAS, the parties desire to amend certain provisions of the OGS Contract
as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
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ARTICLE 1. NTT DATA OGS ORDER
(a) ORBIMAGE hereby exercises (i) CLINs 0005, 0009 and 0011 of Exhibit B
of the OGS Contract, as modified by the NTT Data OSD and this Amendment, (ii)
the OrbView-3 Update, and (iii) the addition of CLIN 0005a, for the delivery of
the NTT Data OGS. MacDonald Dettwiler hereby acknowledges the foregoing and
agrees to deliver the NTT Data OGS on the terms and conditions of the OGS
Contract, as modified by the NTT Data OSD and this Amendment. The NTT Data OSD
is incorporated into the OGS Contract by this reference solely for purposes of
the delivery of the NTT Data OGS.
(b) Notwithstanding the schedule set forth in Section 3 of the NTT Data
OSD and GC-5 and GC-12 of Exhibit A to the OGS Contract, (i) title to the NTT
Data OGS (including the OrbView-3 Update) shall pass to ORBIMAGE upon the
issuance of the OrbView-3 Update Acceptance Certificate, and (ii) the Warranty
Period for the NTT Data OGS (including the OrbView-3 Update) shall commence upon
issuance of the OrbView-3 Update Acceptance Certificate. The parties acknowledge
that the CLIN 0005 FFP amount set forth in Article 1(c) below does not include
the costs of deferring the start date of the Warranty Period, as described in
item (ii) of the forgoing sentence (the "Deferral of Warranty"). MacDonald
Dettwiler and ORBIMAGE agree that they shall negotiate in good faith to promptly
(but in no event later than October 6, 1999) agree upon a commercially
reasonable amount and payment terms for the foregoing modification, Deferral of
Warranty, which amount shall be added as CLIN 0005a.
(c) Notwithstanding the FFP for CLIN 0005 set forth in Exhibit B,
Section 2.0 of the OGS Contract, the CLIN 0005 FFP for the NTT Data OGS shall be
[*CONFIDENTIAL TREATMENT REQUESTED*], plus the additional amount agreed upon
pursuant to Article 1(b) above which will be added as CLIN 0005a. The foregoing
price of [*CONFIDENTIAL TREATMENT REQUESTED*] and the schedule set forth in
Section 3 of the NTT Data OSD are only valid if ORBIMAGE exercises CLIN 0001c on
or before October 6, 1999.
(d) For the avoidance of doubt, the total price payable by ORBIMAGE for
the delivery of the NTT Data OGS, consisting of CLINs 0005, 0005a, 0009, 0011
and the OrbView-3 Update, and subject to the provisions of 1(b) and 1(c) above,
is set forth below:
[*CONFIDENTIAL TREATMENT REQUESTED*]
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(e) Notwithstanding Section 4.2 of Exhibit B to the OGS Contract, the
NTT Data OGS payment terms for CLINs 0005 and 0009 shall be as follows (and the
percentage amounts set forth in Section 4.2.1 shall be modified consistent with
the percentage amounts set forth below):
[*CONFIDENTIAL TREATMENT REQUESTED*]
(f) [*CONFIDENTIAL TREATMENT REQUESTED*]
(g) [*CONFIDENTIAL TREATMENT REQUESTED*]
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(h) Pursuant to Exhibit A, GC-3 of the OGS Contract, ORBIMAGE and
MacDonald Dettwiler hereby designate their respective authorized representatives
for the NTT Data OGS, as follows:
DESCRIPTION FOR MACDONALD DETTWILER FOR ORBIMAGE
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Name: Mauro Sartori Ron Huber
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Address: 13800 Commerce Parkway 21700 Atlantic Blvd
Richmond, B.C. V6V 2J3 Dulles, VA 20166
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Phone: (604) 231-2725 (703) 406-5294
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Facsimile: (604) 278-0531 (703) 404-8061
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Email: Ms@mda.com Huber.ron@orbimage.com
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Description and Scope of Project Manager responsible for Project Manager responsible for
Authority: management and execution of NTT management and execution of NTT
Data OGS Project Data OGS Project
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ARTICLE 2. AMENDMENTS TO EXHIBIT A OF THE OGS CONTRACT
(a) For the purposes of the NTT Data OSD only, the parties hereby agree
to add the defined term "SAT 'A'" to GC-1 of Exhibit A, which term
shall have the same meaning as the definition of OSAT contained in
Article 4.12.2.4 of Exhibit C, with the exception of using simulated
data instead of live data, and excluding the OrbView-3 Update.
Verification of SAT 'A' will be the issuance of the OSAT
Certificate.
(b) For the purposes of the NTT Data OSD only, the parties hereby agree
to add the defined term "SAT 'B'" to GC-1 of Exhibit A, which term
shall mean the Update Acceptance Test (UAT) conducted for the
OrbView-3 Update. Verification of SAT 'B' will be the issuance of
the UAT Certificate with respect to the OrbView-3 Update.
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ARTICLE 3. AMENDMENTS TO EXHIBIT B OF THE OGS CONTRACT
(a) The parties hereby amend the table set forth in Exhibit B, Section 2
of the OGS Contract by deleting said table in its entirety and replacing it with
the following (which amendment incorporates the new CLIN 0005 for the NTT Data
OGS set forth above):
[*CONFIDENTIAL TREATMENT REQUESTED*]
(b) The parties hereby amend the second paragraph of Section 3,
Exhibit B of the OGS Contract by deleting said paragraph in its entirety and
replacing it with the following:
[*CONFIDENTIAL TREATMENT REQUESTED*]
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ARTICLE 4. MISCELLANEOUS
(a) Capitalized terms not otherwise defined herein shall have the
meaning set forth in the OGS Contract.
(b) Except as expressly modified or amended hereby, all of the terms and
conditions of the Contract shall remain in full force and effect.
(c) This Amendment may be executed in two or more counterparts, each of
which shall be considered an original and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this OGS Order and Amendment
No. 1 to the OGS Contract to be executed as of the date first written above.
MACDONALD, DETTWILER AND ORBITAL IMAGING CORPORATION
ASSOCIATES LTD.
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Signature Signature
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Name Name
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Title Title
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