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EXHIBIT 10.16.1
AMENDMENT NO. 1 TO
AGREEMENT OF LIMITED PARTNERSHIP OF
ORBCOMM U.S. PARTNERS, L.P.
This Amendment No. 1 to the Agreement of Limited Partnership of ORBCOMM
U.S. Partners, L.P. (the "Amendment") is made and entered into as of this 12th
day of September 1995 by and between Orbital Communications Corporation
("ORBCOMM ") and ORBCOMM Global, L.P. ("ORBCOMM Global").
W I T N E S S E T H
WHEREAS, Orbital Communications Corporation (a portion of whose interest
in ORBCOMM USA, L.P. (the "Partnership") was transferred to ORBCOMM Global upon
the exercise of the Teleglobe Mobile Option) and Teleglobe Mobile (all of whose
interest in the Partnership was transferred to ORBCOMM Global upon exercise of
the Teleglobe Mobile Option) previously entered into the Agreement of Limited
Partnership of ORBCOMM U.S. Partners L.P. (the "Agreement");
WHEREAS, the name of the Partnership was changed from ORBCOMM U.S.
Partners, L.P. to ORBCOMM USA, L.P. pursuant to the filing with the Delaware
Secretary of State of a Certificate of Amendment to the Agreement; and
WHEREAS, ORBCOMM and ORBCOMM Global desire to amend and modify the
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 Agreement.
SECTION 2. The name of the Agreement shall be changed from the "Agreement
of Limited Partnership of ORBCOMM U.S. Partners, L.P." to the "Agreement of
Limited Partnership of ORBCOMM USA, L.P.".
SECTION 3. The reference to (a) "Teleglobe Mobile Partners, a Delaware
general partnership ("Teleglobe Mobile")" and (b) "Teleglobe Mobile" set forth
in the introduction to the Agreement shall be deleted and replaced with
"ORBCOMM Global, L.P., a Delaware limited partnership ("ORBCOMM Global")" and
"ORBCOMM Global", respectively.
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SECTION 4. The second whereas clause of the Agreement shall be deleted in
its entirety and replaced with the following:
"WHEREAS, the Partnership, the Partners, Orbital Sciences
Corporation, a Delaware corporation ("Orbital"), Teleglobe Inc., a
Canadian corporation ("Teleglobe"), Teleglobe Mobile Partners, a Delaware
general partnership ("Teleglobe Mobile"), and ORBCOMM International
Partners, L.P., a Delaware limited partnership ("ORBCOMM International"),
are entering into certain agreements for the development, construction,
operation and marketing of the ORBCOMM System ( as hereinafter defined);
and"
SECTION 5. Section 1.2 of the Agreement is deleted in its entirety and
replaced with the following:
"Section 1.2. Name. The name of the Partnership shall be ORBCOMM USA,
L.P., but the business of the Partnership may be conducted under any other
name agreed to by the General Partners and, in such event, the General
Partners shall notify the Partners of such name change promptly
thereafter."
SECTION 6. Section 2.15 of the Agreement is deleted in its entirety and
replaced with the following:
"2.15. Majority in Interest. "Majority in Interest" of the
General Partners means a General Partner or General Partners having
Participation Percentages aggregating at least a majority of the
Participation Percentages held by all General Partners, provided that for
purposes of determining a Majority in Interest of the General Partners
each general partner of ORBCOMM Global shall be treated as a General
Partner of the Partnership holding directly a fraction of ORBCOMM Global's
Participation Percentage in the Partnership, such fraction being
determined by reference to the ORBCOMM Global Partnership Agreement, as
the same may be amended or restated from time to time."
SECTION 7. Section 2.31 of the Agreement is deleted in its entirety and
replaced with the following:
"2.31. Super-Majority in Interest. "Super-Majority in Interest"
of the General Partners means a General Partner or General Partners having
Participation Percentages aggregating more than eighty-six per cent (86%)
of the Participation Percentages held by all General Partners, provided
that for purposes of determining a Super-Majority in Interest of the
General Partners each general partner of ORBCOMM Global shall be treated
as a General Partner of the Partnership holding directly a fraction of
ORBCOMM Global's Participation Percentage in the Partnership, such
fraction being
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determined by reference to the ORBCOMM Global Partnership Agreement, as
the same may be amended or restated from time to time."
SECTION 8. Section 3.1 of the Agreement shall be deleted in its entirety
and replaced with the following:
"3.1. Partnership Interests. The Partnership Interests shall be
expressed in terms of the Partners' Participation Percentages and Capital
Preferences. The Participation Percentage of ORBCOMM Global shall be
ninety-eight per cent (98%), the Participation Percentage of ORBCOMM shall
be two per cent (2%), and the Capital Preference of each Partner as of any
date shall be equal to the amount actually contributed by such Partner in
cash or in immediately available funds to the Partnership through such
date (including any amount contributed in exchange for Participation
Percentages), provided that any amounts contributed to the Partnership by
Teleglobe Mobile prior to the exercise of the Teleglobe Mobile Option
shall be deemed for purposes of this Agreement to have been made by
ORBCOMM Global. The Partners shall be required to make the capital
contributions set forth in Section 3.2 in exchange for their Partnership
Interests and shall be entitled to receive the distributions set forth in
Sections 4 and 10 in respect of such Partnership Interests."
SECTION 9. Section 3.2 of the Agreement shall be deleted in its entirety
and replaced with the following:
"Section 3.2. Capital Contributions. As of the Restatement Date,
ORBCOMM shall be deemed to have contributed two hundred dollars ($200) and
ORBCOMM Global shall be deemed to have contributed nine thousand eight
hundred dollars ($9,800) in cash or in immediately available funds."
SECTION 10. Section 6.1(l) of the Agreement shall be deleted in its
entirety and replaced with the following:
"(l) appoint or remove officers of the Partnership who shall be
nominated by the President of ORBCOMM Global, including a President of the
Partnership." "
SECTION 11. Section 6.6 of the Agreement shall be deleted in its entirety
and replaced with the following:
"6.6 Designation of Officers. Subject to Section 6.1(l), officers
of the Partnership shall be nominated by the President of the Partnership
and elected by the General Partners and shall exercise such authority as
they are granted by the General Partners. If an officer is an employee of
a General Partner, the Partnership will promptly reimburse such General
Partner the pro rata share of expenses, including
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compensation and overhead, attributable to such officer of the Partnership
by reference to the share of his or her total time spent on Partnership
Operations."
SECTION 12. The first sentence of Section 6.7 of the Agreement shall be
deleted in its entirety and replaced with the following:
"Any officer of the Partnership may be removed at any time and for any
reason by approval or written consent of the General Partners."
SECTION 13. The reference to "ORBCOMM Development" set forth in Section
7.4 of the Agreement shall be deleted and replaced with "ORBCOMM Global".
SECTION 14. The reference to "ORBCOMM" set forth in Section 8.1 of the
Agreement shall be deleted and replaced with "ORBCOMM Global".
SECTION 14. Section 9.2 of the Agreement shall be deleted in its entirety
and replaced with the following:
"9.2. [RESERVED]"
SECTION 16. The phrase "If to ORBCOMM, to Orbital Communications
Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
President; if to Teleglobe Mobile to Teleglobe Mobile Partners, 1000, rue de La
Gauchetiere ouest, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Attention: Vice-President,
Legal Matters and Corporate Secretary" set forth in Section 11.1 of the
Agreement shall be deleted as replaced with "If to ORBCOMM, to Orbital
Communications Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: President; if to ORBCOMM Global, to ORBCOMM Global, L.P., ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, with a copy
to Teleglobe Inc., ▇▇▇▇, ▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
H3B 4X5, Attention: Executive Vice President, Corporate Development and
Corporate Secretary."
SECTION 17. A new section 12.11 is added to the Agreement after Section
12.10 that reads as follows:
"12.11. Dispute Resolution. Any controversy or claim that may arise
under, out of, in connection with or relating to this Agreement shall be
resolved in accordance with Section 13.4 of the Master Agreement."
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SECTION 18. The signature block for Teleglobe Mobile Partners set forth
in the Agreement shall be deleted in its entirety and replaced with the
following:
"ORBCOMM GLOBAL, L.P.
By: Orbital Communications Corporation,
General Partner
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
By: Teleglobe Mobile Partners,
General Partner
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer"
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Agreement of Limited Partnership of ORBCOMM U.S. Partners, L.P. to be executed
as of the day and year first above written.
ORBCOMM GLOBAL, L.P.
By: Orbital Communications Corporation,
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
By: Teleglobe Mobile Partners,
General Partner
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
ORBITAL COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
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