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EXHIBIT 10.18.1
AMENDMENT NO. 1 TO
PROPRIETARY AND NON-COMPETITION AGREEMENT
This Amendment No. 1 to the Proprietary and Non-Competition Agreement
("Amendment No. 1") is made and entered into as of this 12th day of September
1995 by and among Orbital Sciences Corporation, a Delaware corporation
("Orbital"), Orbital Communications Corporation, a Delaware corporation
("ORBCOMM"), Teleglobe Inc., a Canadian corporation ("Teleglobe"), Teleglobe
Mobile Partners, a Delaware general partnership ("Teleglobe Mobile"), ORBCOMM
Global, L.P., a Delaware limited partnership ("ORBCOMM Global"), ORBCOMM USA,
L.P., a Delaware limited partnership ("ORBCOMM USA"), and ORBCOMM International
Partners, L.P., a Delaware limited partnership ("ORBCOMM International").
W I T N E S S E T H
WHEREAS, Orbital, ORBCOMM, Teleglobe, Teleglobe Mobile, ORBCOMM Global,
ORBCOMM USA and ORBCOMM International previously entered into the Proprietary
and Non-Competition Agreement dated as of June 30, 1993 (the "Proprietary and
Non-Competition Agreement"); and
WHEREAS, the parties desire to amend and modify the Proprietary and
Non-Competition Agreement.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Terms used but not otherwise defined herein shall have the
meanings assigned thereto in the Proprietary and Non-Competition Agreement.
SECTION 2. Section 3.1(a) of the Proprietary and Non-Competition
Agreement is deleted in its entirety and replaced with the following:
"(a) except in connection with the fulfillment of their respective
obligations under any of the Definitive Agreements, carry on, engage,
participate, invest or have an equity interest in, or have any financial
interest in the marketing, construction, development or management of any
business or enterprise that competes with Orbital or any of its Affiliates
or Teleglobe or any of its Affiliates, as the case may be, in offering
commercial low-Earth orbit non-voice satellite communications services
operating in the 137-150 MHz band or such other frequency allocated to
"xxxxxx XXX" mobile satellite services below 1 GHz; ; provided, however,
that notwithstanding the foregoing, ORBCOMM and Orbital shall be
permitted to (i) sell satellites, launch vehicles, launch services and
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communication services to non-commercial entities without limitation and
(ii) provide to all other entities up to two satellites every two years
and launch vehicles or launch services for up to two satellites every two
years; or"
SECTION 3. Section 3.1(b) of the Proprietary and Non-Competition
Agreement is amended and modified by replacing the period at the end of the
paragraph with "; or".
SECTION 4. A new Section 3.1(c) is added to the Proprietary and
Non-Competition Agreement following Section 3.1(b) that reads as follows:
"(c) employ any person to work on or represent the ORBCOMM System who will
also work on or represent another mobile communications system, whether in
a technical, marketing or other non-administrative capacity, without first
notifying the President of ORBCOMM Global of such person's proposed duties
and the duties such person may have with respect to such other mobile
communications projects."
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the
Proprietary and Non-Competition Agreement as of the day and year first above
written.
ORBITAL SCIENCES CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and General
Manager/Communications and
Information Systems Group
ORBITAL COMMUNICATIONS CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
TELEGLOBE INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President, Corporate
+ Development and Corporate Secretary
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TELEGLOBE MOBILE PARTNERS
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
ORBCOMM GLOBAL, L.P.
By: Orbital Communications Corporation,
General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
By: Teleglobe Mobile Partners,
General Partner
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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ORBCOMM USA, L.P.
By: Orbital Communications Corporation,
General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
By: Teleglobe Mobile Partners,
General Partner
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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ORBCOMM INTERNATIONAL PARTNERS, , L.P.
By: Orbital Communications Corporation,
General Partner
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: President
By: Teleglobe Mobile Partners,
General Partner
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
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