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EXHIBIT 10.14.3
AMENDMENT NO. 3
TO
MASTER AGREEMENT
This Amendment No. 3 to the Master Agreement ("Amendment No. 3") is made
and entered into this 12th day of September 1995 by and among Orbital Sciences
Corporation ("Orbital"), Orbital Communications Corporation ("ORBCOMM"),
Teleglobe Inc. ("Teleglobe") and Teleglobe Mobile Partners ("Teleglobe
Mobile").
W I T N E S S E T H
WHEREAS, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile previously
entered into a Master Agreement dated as of June 30, 1993, Amendment No. 1 to
the Master Agreement dated as of April 1, 1994 and Amendment No. 2 to the
Master Agreement dated as of October 1, 1994 (as amended, the "Master
Agreement"); and
WHEREAS, Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile desire to
further amend and modify the Master 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 Master Agreement.
SECTION 2. The whereas clauses of the Master Agreement are amended and
modified as follows:
(a) The references to "ORBCOMM Development" and "ORBCOMM U.S." set forth
in the fifth whereas clause of the Master Agreement are deleted and replaced
with "ORBCOMM Global" and "ORBCOMM USA", respectively.
(b) The seventh whereas clause of the Master Agreement is deleted in its
entirety and replaced with the following:
"WHEREAS, it is contemplated that ORBCOMM and Teleglobe shall make
the capital contributions to fund the development, construction and
operation of the ORBCOMM System as more fully described herein;"
SECTION 3. Appendix C to the Master Agreement, which Appendix sets forth
the Definitions, is hereby amended and modified as follows:
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(a) The definition of "Affiliate" is hereby deleted in its entirety and
replaced with the following:
""Affiliate" has the meaning assigned thereto in the ORBCOMM Global
Partnership Agreement."
(b) The definition of "Definitive Agreements" is hereby deleted in its
entirety and replaced with the following:
""Definitive Agreements" shall mean the Master Agreement, the ORBCOMM
Global Partnership Agreement, the ORBCOMM USA Partnership Agreement, the
ORBCOMM International Partnership Agreement, the ORBCOMM System
Construction Agreement, the System Charge Agreement, the International
System Charge Agreement, the Procurement Contract and the Proprietary
Information and Non- Competition Agreement."
(c) The definition of "Gateway Earth Station Equipment Contract" is
deleted in its entirety.
(d) The definition of "International System Charge and Marketing
(Non-U.S.) Agreement" is hereby deleted in its entirety and replaced with the
following:
""International System Charge Agreement" shall mean the International
System Charge Agreement dated as of June 30, 1993 among ORBCOMM Global,
Teleglobe Mobile and ORBCOMM International, as such agreement may be
amended and restated from time to time."
(e) The definition of "Master Agreement" is hereby deleted in its
entirety and replaced with the following:
""Master Agreement" shall mean this Agreement, as it may be amended and
restated from time to time."
(f) The definition of "Master Network Control Center" shall be deleted in
its entirety and replaced with the following:
""Master Network Control Center" shall mean the Network Control Center and
the Satellite Control Center to be located in Dulles, Virginia."
(g) The definition of "ORBCOMM Development" shall be deleted in its
entirety and replaced with the following:
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""ORBCOMM Global" shall mean ORBCOMM Global, L.P., the limited partnership
created pursuant to the ORBCOMM Global Partnership Agreement."
(h) The definition of "ORBCOMM Development Partnership Agreement" shall
be deleted in its entirety and replaced with the following:
""ORBCOMM Global Partnership Agreement" shall mean the limited
partnership agreement dated as of June 30, 1993 between ORBCOMM and
Teleglobe, as such partnership agreement may be amended and restated from
time to time."
(i) The definition of "ORBCOMM International Partnership Agreement" is
deleted in its entirety and replaced with the following:
""ORBCOMM International Partnership Agreement" shall mean the limited
partnership agreement dated as of June 30, 1993 between ORBCOMM and
Teleglobe, as such partnership agreement may be amended and restated from
time to time."
(j) The definition of "ORBCOMM Option" is deleted in its entirety.
(k) The definition of "ORBCOMM System Construction Agreement" shall be
deleted in its entirety and replaced with the following:
""ORBCOMM System Construction Agreement" shall mean the ORBCOMM System
Construction Agreement dated as of June 30, 1993 between ORBCOMM and
ORBCOMM Global, as such agreement may be amended and restated from time to
time."
(l) The definition of "ORBCOMM U.S." shall be deleted in its entirety and
replaced with the following:
""ORBCOMM USA" shall mean ORBCOMM USA, L.P., the limited partnership
created pursuant to the ORBCOMM USA Partnership Agreement."
(m) The definition of "ORBCOMM U.S. Partnership Agreement" shall be
deleted in its entirety and replaced with the following:
""ORBCOMM USA Partnership Agreement" shall mean the limited partnership
agreement dated as of June 30, 1993 between ORBCOMM and Teleglobe Mobile
Agreement, as such partnership agreement may be amended and restated from
time to time."
(n) The definition of "Participation Percentage" shall be deleted in its
entirety and replaced with the following:
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""Participation Percentage" shall have the meaning assigned thereto in the
ORBCOMM Global Partnership Agreement, the ORBCOMM International
Partnership Agreement or the ORBCOMM USA Partnership Agreement, as the
context may require."
(o) The definition of "Proprietary Information and Non-Competition
Agreement" shall be deleted in its entirety and replaced with the following:
""Proprietary Information and Non-Competition Agreement" shall mean the
Proprietary Information and Non-Competition Agreement dated as of June
30, 1993 among Orbital, ORBCOMM, Teleglobe, Teleglobe Mobile, ORBCOMM
Global, ORBCOMM USA and ORBCOMM International, as such agreement may be
amended and restated from time to time."
(p) The definition of "Satellite and Launch Services Contract" shall be
deleted in its entirety.
(q) The definition of "System Agreement" shall be deleted in its
entirety.
(r) The definition of "System Charge and Marketing (U.S.) Agreement"
shall be deleted in its entirety and replaced with the following:
""System Charge Agreement" shall mean the System Charge Agreement dated as
of June 30, 1993 between ORBCOMM and ORBCOMM USA, as such agreement may be
amended and restated from time to time."
(s) The definitions of "System Charge Revision Date", "Technical
Assistance Center" and "Teleglobe Mobile Option Effective Date" shall be
deleted in their entirety.
(t) The definition of "Unrecouped Capital Preference" shall be deleted in
its entirety and replaced with the following:
""Unrecouped Capital Preference" shall have the meaning assigned thereto
in the ORBCOMM Global Partnership Agreement, the ORBCOMM International
Partnership Agreement or the ORBCOMM USA Partnership Agreement, as the
context may require."
(u) Any remaining references to "ORBCOMM Development" or "ORBCOMM U.S."
set forth in Appendix C shall be deleted and replaced with "ORBCOMM Global" and
"ORBCOMM USA", respectively.
(v) The following new definitions shall be added to Appendix C in the
appropriate alphabetical order:
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""Procurement Contract" shall mean the Procurement Contract dated
September 12, 1995 between Orbital and ORBCOMM Global as such agreement
may be amended and restated from time to time."
""Restatement Date" shall have the meaning ascribed thereto in Section
2.31 of the ORBCOMM Global Partnership Agreement."
SECTION 4. Appendix D to the Master Agreement, which sets forth the
Amended and Restated Agreement of Limited Partnership of ORBCOMM Global, L.P.
is amended as follows:
(a) The name of Appendix D shall be changed to be the "Amended and
Restated Agreement of Limited Partnership of ORBCOMM Global, L.P."
(b) Section 1.2 is hereby deleted in its entirety and replaced with the
following:
"Section 1.2. Name. The name of the Partnership shall be ORBCOMM
Global, 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."
(c) Section 2.19 is hereby deleted in its entirety and replaced with the
following:
"2.19. Monthly Cash Requirements. "Monthly Cash Requirements" for any
month means the total cash amounts that the Partnership anticipates it
will be obligated to pay for the next succeeding month, net of any
anticipated cash receipts of the Partnership for such succeeding month."
(d) Section 2.31 is hereby deleted in its entirety and replaced with the
following:
"2.31 Restatement Date. "Restatement Date" means September 12, 1995."
(e) Section 3.2(b) is deleted in its entirety and replaced with the
following:
"(b) In accordance with the contribution schedule set forth in
Section 3.5, and in addition to the capital contributions previously made
pursuant to the Original Agreement or required to be made under Section
3.2(a), ORBCOMM hereby agrees to contribute in cash or in immediately
available funds eighteen million three hundred twenty-five thousand one
hundred forty-one dollars ($18,325,141) and (ii) Teleglobe Mobile hereby
agrees to contribute in cash or in immediately available funds seventy-
four million five hundred twenty-five thousand dollars ($74,525,000)."
(f) Sections 3.2(c), (d) and (e) are deleted in their entirety.
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(g) Section 3.3 shall be amended to insert the following at the end of
such section:
"In addition to the foregoing, in the event ORBCOMM fails to fulfill a
Capital Obligation and fails to cure such failure within thirty (30) days
after receiving notice from Teleglobe Mobile or any other General Partner,
Orbital shall not be entitled to receive any portion of the incentive fees
remaining to be paid pursuant to Article 14 of the Procurement Contract."
(h) Section 3.5 is deleted in its entirety and replaced with the
following:
"3.5 Contribution Schedule. The Partners agree to contribute to the
Partnership the amounts required to be contributed by them under Section
3.2(b) in cash or in immediately available funds in accordance with the
following schedule:
(a) On the Restatement Date, Teleglobe Mobile shall contribute
to the Partnership an amount equal to twenty million dollars
($20,000,000);
(b) Thereafter, the contributions required to be made pursuant
to Section 3.2(b) shall be made as follows: each month ORBCOMM shall
contribute an amount equal to fifty percent of the Monthly Cash
Requirements for such month, and Teleglobe Mobile shall contribute an
amount equal to the balance of the Monthly Cash Requirements for such
month, until such time as the sums of ORBCOMM's and Teleglobe
Mobile's contributions in cash or in immediately available funds made
pursuant to this Section 3.5(b) equals twenty million dollars
($20,000,000);
(c) Thereafter, the contributions required to be made pursuant
to Section 3.2(b) shall be made as follows: each month ORBCOMM shall
contribute an amount equal to the product of (i) eight million three
hundred twenty-five thousand one hundred forty-one dollars
($8,325,141) divided by fifty-two million eight hundred fifty
thousand one hundred forty-one dollars ($52,850,141) and (ii) the
Monthly Cash Requirements for such month, and Teleglobe Mobile shall
contribute an amount equal to the balance of the Monthly Cash
Requirements for such month, until such time as the sums of ORBCOMM's
and Teleglobe Mobile's contributions in cash or in immediately
available funds made pursuant to this Section 3.5 equals the amount
required to be contributed by each Partner required by Section
3.2(b);
(i) Section 3.6 is hereby deleted in its entirety and replaced with the
following:
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"3.6. Loans. (a) Optional Loans. Any General Partner shall
have the right to make a loan of cash to the Partnership at any time on
such terms as such General Partner may determine; provided, however, that
in no event shall any such optional loan be secured by Partnership assets,
bear interest or original issue discount, be with recourse to any Partner
or replace any Partner's obligations to make capital contributions
pursuant to this Section 3.
(b) Stock Option Plan Loans. To the extent the Partnership has
agreed to reimburse ORBCOMM for the costs paid by ORBCOMM pursuant to
Section 6.06 of the Orbital Communications Corporation 1992 Stock Option
Plan (including the payment by ORBCOMM of withholding taxes with respect
to the exercise of stock options) in purchasing stock acquired by
employees or former employees of the Partnership, ORBCOMM USA or ORBCOMM
International (the "Stock Option Plan Costs"), ORBCOMM agrees to provide
to the Partnership a loan in the amount of the Stock Option Plan Costs
paid prior to January 1, 2001 (but only to the extent that such Stock
Option Costs have been paid with respect to options granted prior to the
Restatement Date). Such loan shall bear interest at the rate of eight per
cent (8%) per annum and the principal and interest of such loan shall be
repaid in whole or in part at such time as there is Partnership cash on
hand available for distribution to the Partners, with the balance being
repaid in three equal annual installments commencing on January 1, 2001
and ending on January 1, 2003."
(j) Section 3.7 is hereby deleted in its entirety and replaced with the
following:
"3.7 Additional Capital Contributions. If the Partnership shall
require additional capital contributions in excess of one hundred
fifty-nine million eight hundred thousand dollars ($159,800,000), each
Partner shall have the opportunity to contribute in cash or immediately
available funds an amount equal to such excess multiplied by such
Partner's Participation Percentage. Any such contribution shall increase
the contributing Partner's Capital Preference in accordance with Section
3.1. If either Partner declines to make a contribution pursuant to the
preceding sentence, then:
(a) The other Partner shall be entitled to contribute the
amount so declined (in addition to any amount such Partner is
entitled to contribute pursuant to the preceding sentence), and
(b) The Partners' Participation Percentages shall be adjusted
as follows:
(i) ORBCOMM's Participation Percentage shall be adjusted
so as to equal the percentage equal to the quotient of (x)
ORBCOMM's Capital Preference plus nine million two hundred fifty
thousand dollars ($9,250,000), divided by (y) the aggregate
Capital Preferences of the
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Partners, both calculated after taking into account any
additional capital contributions pursuant to this Section 3.7
plus nine million two hundred fifty thousand dollars
($9,250,000); and
(ii) Teleglobe Mobile's Participation Percentage shall be
adjusted so as to equal one hundred per cent (so adjusted)
(100%) minus ORBCOMM's Participation Percentage (so adjusted)."
(k) Section 6.1(l) is hereby deleted in its entirety and replaced with
the following:
"(l) Appoint or remove officers to the Partnership."
(l) A new Section 6.3(c) is added following Section 6.3(b) that reads as
follows:
"(c) In the event that a Majority in Interest of the General
Partners, each acting in the best interests of the Partnership, shall
be unable to agree on exercising or enforcing the rights of the
Partnership under the Procurement Agreement including, without
limitation, the rights to exercise the options thereunder, to stop
work, to request changes and to send notices to preserve or exercise
any such rights, then the President of the Partnership shall decide
on the appropriate action with respect to such rights, and the
Partnership shall then act upon such decision."
(m) Section 6.6 is 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 compensation and
overhead, attributable to such officer of the Partnership by reference to
the share of his or her total time spent upon Partnership operations.
Without limiting the foregoing, the General Partners shall, no later than
promptly following the Restatement Date, appoint one or more officers to
have such authority as the General Partners determine to be appropriate to
act for the Partnership with respect to the Construction Contracts after
the Restatement Date."
(n) Section 6.7 is deleted in its entirety and replaced with the
following:
"6.7 Removal of Officers. Any officer of the Partnership may be
removed at any time and for any reason by approval or written consent of
the General Partners. Any officer removed pursuant to this Section shall
remain entitled to exculpation and indemnification from the Partnership
pursuant to Section 7.3 with respect to any matter arising prior to his or
her removal."
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(o) Section 6.10 is deleted in its entirety and replaced with the
following:
"6.10 [RESERVED]."
(p) Section 11.1 is amended to provide that copies of notices to be
delivered to Teleglobe Mobile shall be sent c/o Teleglobe at the address set
forth therein to the attention of the Executive Vice President, Corporate
Development and Corporate Secretary.
(q) A new Section 12.11 is added 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."
(r) All remaining references to "ORBCOMM U.S." shall be deleted and
replaced with "ORBCOMM USA".
SECTION 5. A new Section 4.1(h) is added to the Master Agreement
following Section 4.1(g) that reads as follows:
"(h) Transfer of ORBCOMM Employees. By January 1, 1996, transfer all of
the employees of ORBCOMM to ORBCOMM Global, ORBCOMM USA or ORBCOMM
International, as the case may be.
SECTION 6. A new Section 4.4 is added to the Master Agreement following
Section 4.3 that reads as follows:
"4.4 Affirmative Covenants of the Partners. Each of ORBCOMM and Teleglobe
Mobile covenant and agree that the headquarters facilities for ORBCOMM
Global shall be relocated from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
to another facility upon the approval by the general partners of ORBCOMM
Global of a capital budget and plan for such relocation. The President of
ORBCOMM Global shall submit to each of its general partners for their
approval a capital expenditure budget and plan for such relocation, which
approval by such general partners shall not be unreasonably withheld. The
fact that the Dulles facility may be less expensive shall not be a basis
for withholding approval of a proposed relocation plan and budget if such
plan and budget are otherwise reasonable and consistent with applicable
market requirements and conditions."
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SECTION 7. Article V of the Master Agreement is hereby amended and
modified as follows:
(a) Section 5.2(a) of the Master Agreement shall be deleted in its
entirety and replaced with the following:
"(a) The ORBCOMM Global Partnership Agreement shall, without any action by
the partners of ORBCOMM Global, be amended and restated in its
entirety as set forth in Appendix D."
(b) Sections 5.2(d), 5.2(e) and 5.2(f) of the Master Agreement are
deleted in their entirety.
(c) Section 5.3 of the Master Agreement is deleted in its entirety and
replaced with the following:
"5.3 ORBCOMM System FCC Licenses. Orbital and ORBCOMM jointly and
severally represent and warrant to Teleglobe and Teleglobe Mobile that,
upon the exercise of the Teleglobe Mobile Option, ORBCOMM has obtained all
FCC licenses required to construct the Phase 1B System except as specified
in Schedule 5.3."
SECTION 8. Section 9.2 of the Master Agreement shall be deleted in its
entirety and replaced with the following:
"9.2 Orbital Guaranty. Orbital hereby unconditionally and absolutely
guarantees the full and punctual payment of all of ORBCOMM's payment
obligations under the Definitive Agreements to which it is a party . Upon
failure of ORBCOMM to pay any of its payment obligations under any of the
Definitive Agreements to which it is a party, Orbital shall on demand pay
such obligation in the manner specified in such Definitive Agreement and
none of the beneficiaries of this guaranty shall have any obligation to
proceed to first preserve, use or exhaust any right or remedy it may have
against ORBCOMM."
SECTION 9. Section 10 of the Master Agreement is amended and modified as
follows:
(a) Sections 10.1 and 10.2 are hereby deleted in their entirety and
replaced with the following:
"10.1 Change of Control. (a) In the event of a Change of Control of
Orbital or Teleglobe, as the case may be (the "Change of Control Party"),
Teleglobe Mobile or ORBCOMM, as the case may be (the "Non-Change of
Control Party"), shall have the option to:
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(i) for a period of 180 days from such Change of Control (the
"Option Period"), cause the Change of Control Party to purchase the
Non-Change of Control Party's interest in each of ORBCOMM Global, ORBCOMM
USA and ORBCOMM International at an aggregate price equal to the greater
of (A) the Non-Change of Control Party's aggregate Unrecouped Capital
Preferences in such partnerships and (B) the Non-Change of Control Party's
direct and indirect Participation Percentage in each such partnership
multiplied by the Fair Market Value of each such partnerships as
determined in accordance with Section 10.1(d); or
(ii) cause the General Partners of ORBCOMM Global to adopt a
resolution providing that in the event there is a deadlock on a matter
requiring the approval of a Majority in Interest of the Partners, the
President of ORBCOMM Global shall be entitled to decide on such matter by
way of a casting vote or otherwise, as deemed appropriate by the
Non-Change of Control Party, notwithstanding any contrary provision set
forth in the ORBCOMM Global Partnership Agreement. Such resolution shall
be automatically deemed adopted by the General Partners upon the written
election by the Non-Change of Control Party to require that such
resolution be adopted.
(b) The Non-Change of Control Party shall exercise the Section
10.1(a)(i) option by delivering to the Change of Control Party a written
notice of exercise ("the "Option Exercise Notice") within the Option
Period.
(c) For purposes of Section 10.1(a), (i) a "Change of Control" shall
be deemed to occur if a Person or "group," as such term is used in Rule
13d-5(b)(1) or 14(d)(2) under the Securities Exchange Act, becomes the
beneficial owner of more than 50% of the voting power represented by
Orbital's or Teleglobe's , as the case may be, outstanding securities;
provided however, that a Change of Control shall not be deemed to have
occurred with respect to (A) Orbital if the Person who acquires such
securities is Teleglobe or an Affiliate of Teleglobe and (B) Teleglobe if
the Person or group who acquires such securities is or includes as its
largest member (x) Orbital or an Affiliate of Orbital or (y) a Person that
owns, directly or indirectly, fifteen percent or more of the voting power
represented by outstanding securities of Teleglobe as of the Restatement
Date, or an affiliate of such Person.
(d) "Fair Market Value" shall mean the aggregate total value of
ORBCOMM Global, ORBCOMM USA and ORBCOMM International as of the date of
the Change of Control valued on the basis of an arms' length transaction
between a willing buyer and a willing seller involving the sale of all
partnership interests, determined in the manner specified in this Section
10.1(d). Any determination of Fair Market Value pursuant to this Section
10.1 shall be final, binding and conclusive on the parties. Fair Market
Value shall be determined as follows:
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(i) Promptly after delivery of the Option Exercise Notice,
Orbital and Teleglobe shall attempt in good faith to agree on the Fair
Market Value. If Orbital and Teleglobe agree on a value (regardless of
when such agreement is reached, and
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notwithstanding the pendency of appraisal efforts pursuant to this
Section), such value shall be the Fair Market Value.
(ii) If Orbital and Teleglobe fail to reach such an agreement
within one month after the delivery of the Option Exercise Notice, they
shall each select an independent appraiser who is one of the "Big Six"
United States accounting firms . If either Orbital or Teleglobe shall
fail to select an appraiser within twenty (20) days after the expiration
of the one-month period referred to in the preceding sentence, the Fair
Market Value shall be determined by the appraiser selected by the other.
Following such selection, each such appraiser shall determine the
aggregate total value of ORBCOMM Global, ORBCOMM USA and ORBCOMM
International as quickly as practicable, and in any event within
forty-five (45) days after the last appraiser has been selected, and give
notice of such determination to Orbital and Teleglobe. If either
appraiser shall fail to make such a determination of value within
forty-five days after the last appraiser has been selected, the Fair
Market Value shall be the value determined by the other appraiser. If the
greater of the two values determined by such two appraisers is within 10%
of the lesser of such two values, the Fair Market Value shall be the
average of such two values.
(iii) If the greater of the two values determined by such two
appraisers is not within 10% of the lesser of such two values, such two
appraisers shall select a third independent appraiser who shall be one of
the "Big Six" United States accounting firms and who shall as quickly as
practicable, but in no event later than forty-five days after appointment,
select one of the values determined by the first two appraisers as the
value that more closely approximates the correct fair market value, and
such value selected by the third appraiser shall be Fair Market Value.
(iv) Orbital and Teleglobe agree to cooperate with one another
and with the appraisers in determining Fair Market Value. Orbital and
Teleglobe shall each bear its own out-of-pocket expenses incurred in
connection with the determination of Fair Market Value, including without
limitation the fees and expenses of the appraiser selected by each, and
one-half of the fees and expenses of the third appraiser, if any."
(b) A new Section 10.2 is added to the Master Agreement following Section
10.2 that reads as follows:
"10.2 Transfer of FCC Licenses for the ORBCOMM System. Subject to the
receipt of all necessary governmental approvals, including all approvals
required under the rules and regulations of the FCC, upon the Change of
Control of Orbital, Orbital agrees to cause ORBCOMM to transfer to
ORBCOMM USA at no additional cost any and all FCC licenses then held by
ORBCOMM relating to the construction, launch or operation of the ORBCOMM
System."
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SECTION 10. Section 13.1 of the Master Agreement is amended to provide
that copies of notices to be delivered to Orbital shall be sent to the
attention of the Executive Vice President and General Manager/Communications
and Information Systems Group and that copies of notices to be delivered to
Teleglobe, and Teleglobe Mobile c/o Teleglobe, shall be sent to the attention
of the Executive Vice President, Corporate Development and Corporate Secretary.
SECTION 11. Section 13.2 of the Master Agreement is amended to delete the
phrase "and that Teleglobe shall bear half of the fees and expenses of Ropes &
▇▇▇▇ incurred by Orbital in assisting in structuring the transactions
contemplated by and preparing the Definitive Agreements up to a maximum of
U.S.$75,000" set forth therein.
SECTION 12. Section 13.4(a) is deleted in its entirety and replaced with
the following:
"Any controversy or claim that may arise under, out of, in connection with
or relating to this Agreement or any Definitive Agreement (other than the
Procurement Contract) or any breach hereof or thereof, shall be submitted
to a representative management panel of Orbital and Teleglobe, provided
that in the case of the ORBCOMM System Construction Agreement, the System
Charge Agreement and the International System Charge Agreement, ORBCOMM
Global shall be entitled to representation on such management panel. Each
of Orbital and Teleglobe (and where applicable, ORBCOMM Global) may
appoint up to two individuals to such panel. The members of such panel
shall be appointed by each party within ten (10) days of the receipt by
either Orbital or Teleglobe (or where applicable, ORBCOMM Global) of
notice of the existence of such controversy or claim. The unanimous
decision and agreement of such panel shall resolved the controversy or
claim. If the panel is unable to resolve such matter within thirty (30)
days of the submission of such controversy or claim to such panel, it
shall be brought before the Presidents of Orbital and Teleglobe (and where
applicable, ORBCOMM Global) for final resolution. If such individuals are
unable to resolve the matter within thirty (30) days of the submission of
such controversy or claim to such individuals, either Orbital or Teleglobe
may remove the controversy or claim for arbitration in accordance with
Section 13.4(b)."
SECTION 13. Appendices G, H, I and J of the Master Agreement are deleted
in their entirety.
SECTION 14. Any remaining references to "ORBCOMM Development" or "ORBCOMM
U.S." set forth in the Master Agreement shall be deleted and replaced with
"ORBCOMM Global" and "ORBCOMM USA", respectively.
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SECTION 15. The parties agree and agree on behalf of each of ORBCOMM
Global, ORBCOMM USA and ORBCOMM International that, upon the restatement of any
of the Definitive Agreement to incorporate all the amendments thereto executed
prior to or concurrently with the Restatement Date into one agreement, counsel
representing Teleglobe and Orbital shall be entitled to correct any and all
inadvertent or typographical errors and make any inconsistent terms consistent.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 to the
Master Agreement as of the day and year first above written.
ORBITAL SCIENCES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President and General
Manager/Communications and
Information Systems Group
ORBITAL COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
TELEGLOBE INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President, Corporate
Development and Corporate Secretary
15
16
TELEGLOBE MOBILE PARTNERS
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
16
