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EXHIBIT 10.26
AMENDMENT NO. 2 TO
RADARSAT-2 LICENSE AGREEMENT
This Amendment No. 2 to RadarSat-2 Master Agreement is entered into
as of October 26, 1999 by and among ORBITAL SCIENCES CORPORATION, a Delaware
corporation ("Orbital"), its wholly owned subsidiary, XXXXXXXXX, XXXXXXXXX AND
ASSOCIATES LTD., a Canadian corporation ("MDA"), and ORBITAL IMAGING
CORPORATION, a Delaware corporation ("ORBIMAGE").
WHEREAS Orbital, MDA and ORBIMAGE have entered into that certain
RadarSat-2 License Agreement as of December 31, 1998, as amended by Amendment
No. 1 dated April 1, 1999 (as amended, the "Original Agreement"), which
agreement the parties now desire to amend.
WHEREAS, Orbital and MDA have entered into a letter agreement
regarding the mechanism for the payment of intercompany obligations including
such obligations arising in connection with the Original Agreement; and
WHEREAS, the parties desire to amend the Original Agreement in order
to clarify the payment mechanisms under the Original Agreement and to revise
certain payment terms relating to the License Fee due in 2000.
NOW, THEREFORE, in consideration of the agreements and covenants
contained herein, the parties hereto agree as follows:
References to MDA in the sentences described elow shall be deleted
and the word Orbital substituted in its place:
1. Payment Terms
Notwithstanding anything in the Original Agreement to the contrary,
the parties acknowledge and agree that payments due under the Original Agreement
shall be paid by ORBIMAGE to Orbital, and that Orbital and MDA shall reconcile
amounts owing between them in connection with Radarsat-2.
2. Specific Amendments
(a) Amendment to Section 7.5.2.
The second sentence of Section 7.5.2 is deleted in its
entirety with the following language substituted in its place:
"Furthermore, if a launch vehicle has not been selected
by June 30, 2000, then ORBIMAGE shall also be entitled
to a refund of $7,500,000 in the form of a credit
against future License Fee installments, and the total
aggregate License Fee shall be adjusted downward
accordingly."
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(b) Payment of 2000 License Fee Installment.
ORBIMAGE agrees to pay to Orbital the License Fee
installment that would have been due in 2000 as set forth on Schedule 1.4 of the
Original Agreement, and Orbital and MDA acknowledge and agree that no additional
installments of the License Fee shall be owed by ORBIMAGE until 2001.
3. Miscellaneous.
The Original Agreement, as amended by this Amendment No. 2, contains
the entire understanding among MDA, ORBIMAGE and Orbital and supersede all prior
written and oral understandings relating to the subject hereof. All other
provisions of the Original Agreement, as amended, shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to
be executed as of the day and year first written above.
XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.
By:
-------------------------------------
Name:
Title:
ORBITAL SCIENCES CORPORATION
By:
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Name:
Title:
ORBITAL IMAGING CORPORATION
By: --------------------------------------
Name:
Title:
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