CONFIDENTIAL TREATMENT
Exhibit 10.12(a)
LSA DLS-01-1305C
Amendment 1
Effective 15 March 2001, Delta Launch Services Inc. (DLS) and EarthWatch
Incorporated a corporation organized under the laws of Delaware, hereby amend
Agreement DLS-01-1305C, entered into as of 2 February 2001, in the following
particulars:
I. In Article 13 "Termination", Tables 13-1 and 13-2 "Termination for Buyer's
Convenience-Liquidated Damages", the Incremental and Cumulative Liquidated
Damages Due percentages apply only if the conversion to post launch
financing takes place at L-2. In the event that post launch financing takes
place at L-1 the termination schedules shown in Table 13-3 and 13-4 added
with amendment shall apply.
Table 13-3
Termination for Buyer's Convenience - Liquidated Damages
--------------------------------------------------------
Liquidated Damages expressed as a percentage of Launch Service Price
Effective Date Incremental Liquidated Cumulative Liquidated
of Termination Damages Due % Damages Due %
-------------- ---------------------- ---------------------
*
Table 13-4
Termination for Buyer's Convenience - Liquidated Damages
--------------------------------------------------------
Liquidated Damages expressed as a percentage of Launch Service Price
Effective Date Incremental Liquidated Cumulative Liquidated
of Termination Damages Due % Damages Due %
-------------- ---------------------- ---------------------
*
II. In Article 10 "Allocation of Risks and Liabilities", Paragraph A. "Third
Party Liability", revise the first sentence as follows: "Consistent with
Chapter 701, Title 49 of U.S. Code, Commercial Space Launch Activities, 49
U.S.C. App. (S)(S) 70101-70119, and its regulations, Seller shall
indemnify, defend and hold harmless Buyer, its officers, employees, agents,
contractors, subcontractors and suppliers and their respective governments,
at every tier and Buyer's financiers against liability for damage to the
property of Third Parties (including the U.S. Government) or bodily injury
to any persons, including death, proximately caused by the Launch of the
Spacecraft hereunder, except for such liability, damage or injury caused by
Buyer's willful misconduct and/or negligence."
Except as amended hereby, all other terms and conditions of the Agreement No.
DLS-01-1305C shall remain unchanged.
In witness hereof, this Amendment No. 1 has been executed by the parties:
Delta Launch Services Inc., EarthWatch Incorporated
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By: /s/ Xxxxx X. Xxxxxx By: /s/Xxxxx Xxxxxxxx
------------------------- -----------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx
Title: Director, DLS Contracts Title: Director of Contracts
Date: March 22, 2001 Date: March 22, 2001
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*Confidential treatment requested. The omitted material
has been filed separately with the Commission.
