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EXHIBIT 10.17
FIRST AMENDMENT TO
ORBIMAGE DISTRIBUTION AGREEMENT
THIS FIRST AMENDMENT TO ORBIMAGE DISTRIBUTION AGREEMENT (the
"Amendment") is entered into as of the 17th day of March, 1999 by and between
Orbital Imaging Corporation, a corporation organized and existing under the laws
of Delaware ("ORBIMAGE"), whose principal place of business is 00000 Xxxxxxxx
Xxxx., Xxxxxx, Xxxxxxxx, 00000 Xxxxxx Xxxxxx of America, GIS Technology Transfer
NetCorp., Inc., a corporation organized and existing under the laws of Florida
("GIS"), whose principal place of business is 0000 Xxxx Xxxxxxxx Xxxx., Xxxxx,
XX 00000, and GTT NetCorp., Inc., a corporation organized and existing under the
laws of Puerto Rico whose principal place of business is Xxxxx Xxxxxxxxx Xx.
000, Xxxx 0, Xxx Xxxx, Xxxxxx Xxxx 00000 ("DISTRIBUTOR") .
RECITALS
WHEREAS, ORBIMAGE and GIS are parties to that certain ORBIMAGE
Distribution Agreement dated February 8, 1999 (the "Agreement"); and
WHEREAS, GIS desires to assign the Agreement to DISTRIBUTOR,
DISTRIBUTOR is prepared to accept such assignment, and ORBIMAGE is prepared to
consent to such assignment, on the terms and subject to the conditions set forth
in this Amendment; and
WHEREAS, ORBIMAGE and DISTRIBUTOR desire to amend the Agreement on
the terms and subject to the conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by this reference, the mutual covenants, agreements,
representations and warranties contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
SECTION 1. ASSIGNMENT
(a) In consideration of good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, GIS hereby assigns, transfers
and delivers to DISTRIBUTOR all of GIS' right, title and interest in and to the
Agreement, to have and to hold the Agreement hereby assigned, transferred and
delivered to DISTRIBUTOR, its successors and permitted assigns, forever, and
DISTRIBUTOR hereby accepts the assignment, transfer and delivery of the
Agreement and expressly assumes, and agrees to be bound by and timely perform,
observe, discharge and otherwise comply with, all of the duties, obligations,
terms, covenants, agreements, conditions and liabilities of GIS thereunder from
and after the date of the Agreement. Pursuant to Section 16(b) of the Agreement,
ORBIMAGE hereby consents to the foregoing assignment.
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(b) GIS hereby agrees that it shall execute, acknowledge and deliver
such further conveyances and instruments or documents and do such further acts
as may be necessary or appropriate to deliver to DISTRIBUTOR, its successors and
permitted assigns, all of GIS' right, title and interest in and to the Agreement
hereby assigned, transferred and delivered to DISTRIBUTOR pursuant to Section
1(a) hereof.
SECTION 2. AMENDMENT
ORBIMAGE and DISTRIBUTOR hereby agree to amend the Agreement as set
forth below effective upon the execution of this Amendment:
(a) Schedule 1(a) to the Agreement, which sets forth the Exclusive
Territory, is hereby deleted in its entirety and replaced with new Schedule 1(a)
attached hereto and made a part hereof.
(b) The definition of "Non-Exclusive Territory" set forth in Section
1 of the Agreement is hereby deleted in its entirety and replaced with the
following:
""Non-Exclusive Territory" means Venezuela, Martinique and
Guadeloupe."
(c) [*CONFIDENTIAL TREATMENT REQUESTED*]
(d) Section 10(f) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"Option to Extend Term. DISTRIBUTOR shall have the option to extend
the term of this Agreement for an additional term of two (2) years
on the same terms and conditions of this Agreement by giving written
notice to ORBIMAGE of such extension not less that twelve (12)
months prior to the end of the initial term; [*CONFIDENTIAL
TREATMENT REQUESTED*]
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[*CONFIDENTIAL TREATMENT REQUESTED*]
SECTION 3. MISCELLANEOUS
(a) Full Force and Effect. Except as expressly amended hereby, all
of the terms and conditions of the Agreement shall remain in full force and
effect.
(b) Defined Terms. Terms not defined in this Amendment shall have
the meaning ascribed to them in the Agreement.
(c) Governing Law. This Amendment and any and all claims arising
under this Amendment or related to the subject matter hereof shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia,
without giving effect to the conflict of law rule thereof or the Convention on
Contracts for the International Sale of Goods.
(d) Headings; Schedules. Headings in this Amendment are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose. The schedules described in this Amendment and attached
hereto are an integral part hereof and are incorporated herein by this
reference.
(e) Counterparts. This Agreement 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.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the day and year first above written.
ORBITAL IMAGING CORPORATION
By:
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Name: Xxxxxxx X. Xxx
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Title: President
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GIS TECHNOLOGY TRANSFER NETCORP., INC.
By:
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Name: J. Xxxxxxx Xxxxxxx
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Title: Chairman of the Board
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GTT NETCORP., INC.
By:
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Name: Xxxxx Xxxxxx
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Title: President
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SCHEDULE 1(a)
Exclusive Territory
Belize
Costa Rica
El Salvador
Guatemala
Honduras
Mexico
Nicaragua
Panama
Columbia
Aruba
Trinidad & Tobago
Grenada
Saint Xxxxxxx & the Grenadines
Barbados
Saint Lucia
Dominica
Antigua
Barbuda
Montserrat
Saint Kitts and Nevis
Anguilla
Puerto Rico
Dominican Republic
Haiti
Netherlands Antilles
Virgin Islands
Jamaica
Cayman Islands
Cuba*
* DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT IT SHALL NOT DIRECTLY OR INDIRECTLY
SELL OR OTHERWISE DISTRIBUTE ANY BASIC PRODUCTS AND/OR VALUE-ADDED PRODUCTS TO
CUBA OR ANY TO CUBAN PERSONS UNTIL SUCH TIME AS SUCH SALES OR DISTRIBUTION ARE
PERMITTED PURSUANT TO SECTION 3(g) OF THE AGREEMENT AND ARE OTHERWISE CONSISTENT
WITH SECTION 14 OF THE AGREEMENT.
