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EXHIBIT 10.32
June 29, 2000
Xxx Xxx
President and Chief Executive Officer
Orbital Imaging Corporation
00000 Xxxxxxxx Xxxx.
Dulles, VA 20166
Dear Xxx:
The purpose of this letter agreement is to set forth our understanding with
respect to our mutual desire to effect certain modifications to the Radarsat-2
License Agreement among Orbital Imaging Corporation ("ORBIMAGE"), XxxXxxxxx,
Xxxxxxxxx and Associates Ltd. ("MDA") and Orbital Sciences Corporation
("Orbital").
Orbital agrees that it shall use its reasonable best efforts to broker an
agreement between ORBIMAGE and MDA whereby:
(1) the Radarsat-2 License Agreement is modified or terminated such
that ORBIMAGE's future license fee payment obligation ($30,000,000) and
obligations for future payments for system operation and other Radarsat-2
costs would be eliminated
(2) ORBIMAGE would retain certain Radarsat-2 distribution rights in
the U.S. and possibly other regions on terms and conditions to be
negotiated in good faith with MDA;
(3) MDA would refund to ORBIMAGE the amount, if any, by which the
value of ORBIMAGE's revised distribution rights is less than $30,000,000
(the license fee paid by ORBIMAGE to date).
ORBIMAGE agrees to promptly prepare a good faith proposal for input by Orbital
and presentation to MDA with respect to the revised distribution arrangement and
ORBIMAGE's valuation analysis and to negotiate in good faith. Nothing herein
shall obligate ORBIMAGE to enter into a modification or termination of the
Radarsat-2 license agreement.
Very truly yours,
ORBITAL SCIENCES CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
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Title
AGREED TO:
ORBITAL IMAGING CORPORATION
By: /s/ XXXXXXX X. XXX
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Name: Xxxxxxx X. Xxx
Title: President and Chief Executive Officer
