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EXHIBIT 10.20
OGS ORDER AND AMENDMENT NO. 2
TO
ORBIMAGE GROUND STATIONS CONTRACT
CONTRACT NO. OGS-99-02-01
OGS ORDER AND AMENDMENT NO. 2 TO ORBIMAGE GROUND STATIONS CONTRACTS
NO.OGS-99-02-01 (the "Amendment") is made and entered into as of the 30th day of
September 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 Eagle Vision II OrbView Recording and Processing
Subsystem Price Proposal No. 01-2491 dated February 16, 1999 (the "EVII
Proposal"), setting forth MacDonald Dettwiler's proposal to deliver an OGS
System to ORBIMAGE under the OGS Contract (the "EVII OGS"); and
WHEREAS, ORBIMAGE desires to exercise CLIN 0002 and CLIN 0009 of Exhibit B
of the OGS Contract for the delivery of the EVII OGS; and
WHEREAS, MacDonald Dettwiler is prepared to deliver the EVII OGS on the
terms and conditions of the OGS Contract, as modified by (i) the EVII Statement
of Work attached hereto as Exhibit C-EVII, (ii) the EVII Statement of
Requirements attached hereto as Exhibit D-EVII, and (iii) this Amendment; and
WHEREAS, in connection with the delivery of the EVII OGS 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. EVII OGS ORDER
(a) ORBIMAGE hereby exercises CLIN 0002 and 0009 of Exhibit B of the OGS
Contract, as modified by Exhibit C-EVII, Exhibit D-EVII and this Amendment, for
the delivery of the EVII OGS. MacDonald Dettwiler hereby acknowledges the
foregoing and agrees to deliver the EVII OGS on the terms and conditions of the
OGS Contract, as modified by Exhibit C-EVII, Exhibit D-EVII and this Amendment.
(b) Notwithstanding the FFP for CLIN 0002 set forth in Exhibit B,
Section 2.0 of the OGS Contract, the CLIN 0002 FFP for the EVII OGS shall be
[*CONFIDENTIAL TREATMENT REQUESTED*].
(c) For the avoidance of doubt, the total price payable by ORBIMAGE for
the delivery of the EVII OGS, consisting of CLIN 0002 and 0009, is set forth
below:
[*CONFIDENTIAL TREATMENT REQUESTED*]
(d) Solely for purposes of the delivery of the EVII OGS, the following
options are added to Section 3.0 of the OGS Contract.
[*CONFIDENTIAL TREATMENT REQUESTED*]
* Period 1 commences on the completion of the ORBIMAGE Subsystem OSAT and
ends on December 31, 2000. Thereafter, Periods 2 through 4 shall each
commence on January 1 and end on December 31 of the applicable year.
Optional CLINs 0002a through 0002d may be exercised by ORBIMAGE as described
below, pursuant to which MacDonald Dettwiler will provide the services set forth
in Exhibit C-EVII; provided, however, that ORBIMAGE must exercise optional CLINs
0002a through 0002d in consecutive years, it being understood that if ORBIMAGE
does not exercise its option in any one year, its options for the remaining
periods shall automatically expire. Optional CLINs 0002a through 0002d must be
exercised at least 60 days prior to the start of the applicable Period. Optional
CLIN 0002e must be exercised by October 29, 1999. Optional CLIN 0002f may be
exercised on or before July 15, 2001 by a separate writing agreed to by both
parties where the scope and effort of the Technical Support will be identified,
and shall be performed on a Time and Materials (T&M) basis.
(e) Notwithstanding Section 4.2 of Exhibit B to the OGS Contract, the
EVII OGS payment terms for CLINs 0002 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*]
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(g) [*CONFIDENTIAL TREATMENT REQUESTED*]
(h) [*CONFIDENTIAL TREATMENT REQUESTED*]
(i) Pursuant to Exhibit A, GC-3 of the OGS Contract, ORBIMAGE and
MacDonald Dettwiler hereby designate their respective authorized representatives
for the EVII OGS, as follows:
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DESCRIPTION FOR MACDONALD DETTWILER FOR ORBIMAGE
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Name: Dave Shilton 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) 231-2038 (703) 406-5294
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Facsimile: (604) 278-0531 (703) 404-8061
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Email: shilton@mda.ca 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 EVII management and execution of EVII
OGS Project OGS Project
- -------------------------------- ------------------------------------ -----------------------------------
(j) Solely for purposes of the delivery of the EVII OGS, the parties
hereby replace Exhibit C of the OGS Contract with Exhibit C-EVII attached
hereto.
(k) Solely for purposes of the delivery of the EVII OGS, the parties
hereby replace Exhibit D of the OGS Contract with Exhibit D-EVII attached
hereto.
(l) Solely for purposes of the delivery of the EVII OGS, MacDonald
Dettwiler agrees that any release of information relating to this Order during
the period of performance of this Order, and for a period of six months
thereafter, shall be approved in writing by ORBIMAGE. For purposes of this
Article 2(l), "information" shall include, but is not limited to, news releases,
articles, manuscripts, brochures, advertisements, still and motion pictures,
speeches, and disclosures at technical conferences, trade association meetings
and symposia.
ARTICLE 2. 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 0002 for the EVII OGS
set forth in Article 1(a) above):
[*CONFIDENTIAL TREATMENT REQUESTED*]
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ARTICLE 3. MISCELLANEOUS
(a) Capitalized terms not otherwise defined herein shall have the
meaning set forth in the OGS Contract or the EVII Proposal.
(b) Except as expressly modified or amended hereby, all of the terms and
conditions of the OGS 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 Amendment 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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EXHIBIT C-EVII
STATEMENT OF WORK
SEPTEMBER 30, 1999
[*CONFIDENTIAL TREATMENT REQUESTED*]
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EXHIBIT D-EVII
STATEMENT OF REQUIREMENTS
SEPTEMBER 30, 1999
[*CONFIDENTIAL TREATMENT REQUESTED*]
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