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EXHIBIT 10.27
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
ORBIMAGE SYSTEM PROCUREMENT AGREEMENT
Amendment No. 2 (this "Amendment") is made and entered into as of this
15th day of September 1999 between Orbital Sciences Corporation, a Delaware
corporation ("Orbital"), and Orbital Imaging Corporation, a Delaware corporation
("OIC" or "ORBIMAGE").
WITNESSETH
WHEREAS, Orbital and OIC are parties to the Amended and Restated ORBIMAGE
System Procurement Agreement dated February 26, 1998, as amended by Amendment
No. 1 to Amended and Restated ORBIMAGE System Procurement Agreement dated
December 31, 1998 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendment to Article 2.
(a) A new Section 2.4.2 is added as follows:
"Section 2.4.2. Provision of Distributor Image Tasking and Optimization
System. Orbital shall develop, deliver and test the Distributor Image
Tasking and Optimization System ("DITOS") in accordance with the Statement
of Work for Distributor Image Tasking and Optimization System and
Technical Specification for Distributor Image Tasking and Optimization
System (Exhibit C). For purposes of this Agreement, TADS shall be deemed
to include DITOS."
SECTION 2. Amendment to Article 3.
(a) Section 3.1 is amended to read in its entirety as follows:
"Section 3.1. The price for the work hereunder (collectively, the
"Price") is as follows:
[*CONFIDENTIAL TREATMENT REQUESTED*]
"
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SECTION 3. Amendments to Article 5.
(a) Section 5.4 is amended to add a last sentence as follows:
"Orbital shall submit separate invoices to OIC upon achieving, and OIC
acceptance of, such CLIN 011 milestones. Such invoices shall be paid
within 10 days of receipt of an acceptable invoice."
SECTION 4. Amendments to Article 6.
(a) A new Section 6.1 (e), (6) is added as follows:
(6) Full functionality for the DITOS shall be delivered and verified
no later than 60 days following OrbView-3 launch.
SECTION 5. Amendments to Article 13.
(a) Section 13.3 is amended to add a last sentence as follows:
"Notwithstanding the foregoing, OIC shall have the right and Orbital
hereby grants to OIC a perpetual, fully paid, worldwide license to
sublicense DITOS for the purpose of operating the OrbView-3 and OrbView-4
Satellites and related ground segments."
SECTION 6. Amendments to List of Exhibits and Schedules.
(a) Exhibit C is amended to add subparagraphs (d) and (e) as follows:
"(d) Statement of Work for Distributor Image Tasking and
Optimization System, dated August 19, 1999;
(e) Distributor Image Tasking and Optimization System Technical
Requirements Specification, dated August 19, 1999."
SECTION 7. Amendment to Exhibit F. Exhibit F is deleted in its entirety and
replaced with the attached Exhibit F, dated September 15, 1999.
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SECTION 8. Miscellaneous
(a) Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Agreement.
(b) 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.
(c) Except as expressly modified by this Amendment, all of the terms
and conditions set forth in the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to the
Amended and Restated ORBIMAGE System Procurement Agreement to be executed as of
the date first written above.
ORBITAL SCIENCES CORPORATION ORBITAL IMAGING CORPORATION
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Xxxxxxx X Xxxxxxx Xxxxxxx X. Xxx
Senior Director, Contracts President and COO
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EXHIBIT F
SEPTEMBER 15, 1999
PAYMENT SCHEDULE
($ IN THOUSANDS)
[*CONFIDENTIAL TREATMENT REQUESTED*]
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