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EXHIBIT 10.17.1
AMENDMENT NO. 1 TO
AGREEMENT OF LIMITED PARTNERSHIP OF
ORBCOMM INTERNATIONAL PARTNERS, L.P.
This Amendment No. 1 to the Agreement of Limited Partnership of ORBCOMM
International Partners, L.P. (the "Amendment") is made and entered into as of
this 12th day of September 1995 by and between Teleglobe Mobile Partners
("Teleglobe Mobile") and ORBCOMM Global, L.P. ("ORBCOMM Global").
W I T N E S S E T H
WHEREAS, Orbital Communications Corporation (all of whose interest in
ORBCOMM International Partners, L.P. (the "Partnership") was transferred to
ORBCOMM Global upon the exercise of the Teleglobe Mobile Option) and Teleglobe
Mobile (a portion of whose interest in the Partnership was transferred to
ORBCOMM Global upon exercise of the Teleglobe Mobile Option) previously entered
into the Agreement of Limited Partnership of ORBCOMM International Partners,
L.P. (the "ORBCOMM International Partnership Agreement"); and
WHEREAS, ORBCOMM Global and Teleglobe Mobile desire to amend and modify
the ORBCOMM International Partnership Agreement.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Terms used but not otherwise defined herein shall have the
meanings assigned thereto in the ORBCOMM International Partnership Agreement.
SECTION 2. The reference to (a) "Orbital Communications Corporation, a
Delaware corporation, ("ORBCOMM")" and (b) "ORBCOMM" set forth in the
introduction to the ORBCOMM International Partnership Agreement shall be
deleted and replaced with "ORBCOMM Global, L.P., a Delaware limited partnership
("ORBCOMM Global")" and "ORBCOMM Global", respectively.
SECTION 3. The second whereas clause of the ORBCOMM International
Partnership Agreement shall be deleted in its entirety and replaced with the
following:
"WHEREAS, the Partnership, the Partners, Orbital Sciences
Corporation, a Delaware corporation ("Orbital"), Teleglobe Inc., a
Canadian corporation ("Teleglobe"), Orbital Communications Corporation, a
Delaware corporation ("ORBCOMM"), and ORBCOMM USA, L.P., a Delaware
limited partnership ("ORBCOMM USA") are entering into certain agreements
for the development, construction, operation and marketing of the ORBCOMM
System ( as hereinafter defined); and"
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SECTION 4. Section 2.15 of the ORBCOMM International Partnership
Agreement is deleted in its entirety and replaced with the following:
"2.15. Majority in Interest. "Majority in Interest" of the
General Partners means a General Partner or General Partners having
Participation Percentages aggregating at least a majority of the
Participation Percentages held by all General Partners, provided that for
purposes of determining a Majority in Interest of the General Partners
each general partner of ORBCOMM Global shall be treated as a General
Partner of the Partnership holding directly a fraction of ORBCOMM Global's
Participation Percentage in the Partnership, such fraction being
determined by reference to the ORBCOMM Global Partnership Agreement, as
the same may be amended or restated from time to time."
SECTION 5. Section 2.31 of the ORBCOMM USA Partnership Agreement is
deleted in its entirety and replaced with the following:
"2.31. Super-Majority in Interest. "Super-Majority in Interest"
of the General Partners means a General Partner or General Partners having
Participation Percentages aggregating more than eighty-six per cent (86%)
of the Participation Percentages held by all General Partners, provided
that for purposes of determining a Super-Majority in Interest of the
General Partners each general partner of ORBCOMM Global shall be treated
as a General Partner of the Partnership holding directly a fraction of
ORBCOMM Global's Participation Percentage in the Partnership, such
fraction being determined by reference to the ORBCOMM Global Partnership
Agreement, as the same may be amended or restated from time to time."
SECTION 6. Section 3.1 of the ORBCOMM International Partnership Agreement
shall be deleted in its entirety and replaced with the following:
"3.1. Partnership Interests. The Partnership Interests shall be
expressed in terms of the Partners' Participation Percentages and Capital
Preferences. The Participation Percentage of ORBCOMM Global shall be
ninety-eight percent (98%), the Participation Percentage of Teleglobe
Mobile shall be two percent (2%), and the Capital Preference of each
Partner as of any date shall be equal to the amount actually contributed
by such Partner in cash or in immediately available funds to the
Partnership through such date (including any amount contributed in
exchange for Participation Percentages), provided that any amounts
contributed to the Partnership by ORBCOMM prior to the exercise of the
Teleglobe Mobile Option shall be deemed for purposes of this Agreement to
have been made by ORBCOMM Global. The Partners shall be required to make
the capital contributions set forth in Section 3.2 in exchange for their
Partnership Interests and shall be entitled to receive the distributions
set forth in Sections 4 and 10 in respect of such Partnership Interests."
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SECTION 7. Section 3.2 of the ORBCOMM International Partnership Agreement
shall be deleted in its entirety and replaced with the following:
"Section 3.2. Capital Contributions. As of the Restatement Date,
ORBCOMM Global shall be deemed to have contributed nine thousand eight
hundred dollars ($9,800) and Teleglobe Mobile shall be deemed to have
contributed two hundred dollars ($200) in cash or in immediately available
funds."
SECTION 8. Section 6.1(l) of the ORBCOMM International Partnership
Agreement shall be deleted in its entirety and replaced with the following:
"(l) appoint or remove officers of the Partnership who shall be
nominated by the President of ORBCOMM Global, including a President of the
Partnership and and a senior officer of the Partnership who shall report
directly to the Presidentand be located in Montreal."
SECTION 9. Section 6.6 is deleted in its entirety and replaced with the
following:
"6.6 Designation of Officers. Subject to Section 6.1(l), officers
of the Partnership shall be nominated by the President of the Partnership
and elected by the General Partners and shall exercise such authority as
they are granted by the General Partners. If an officer is an employee of
a General Partner, the Partnership will promptly reimburse such General
Partner the pro rata share of expenses, including compensation and
overhead, attributable to such officer of the Partnership by reference to
the share of his or her total time spent upon Partnership operations."
SECTION 10. The first sentence of Section 6.7 of the ORBCOMM
International Partnership Agreement shall be deleted in its entirety and
replaced with the following:
"Any officer of the Partnership may be removed at any time and for any
reason by approval or written consent of the General Partners."
SECTION 11. The references to "ORBCOMM Development" and to "ORBCOMM U.S."
set forth in Section 7.4 of the ORBCOMM International Partnership Agreement
shall be deleted and replaced with "ORBCOMM Global" and ORBCOMM USA",
respectively.
SECTION 12. The reference to "ORBCOMM" set forth in Section 8.1 of the
ORBCOMM International Partnership Agreement shall be deleted and replaced with
"ORBCOMM Global."
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SECTION 13. Section 9.2 of the ORBCOMM International Partnership
Agreement shall be deleted in its entirety and replaced with the following:
"9.2. [RESERVED]"
SECTION 14. The phrase "If to ORBCOMM, to Orbital Communications
Corporation, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
President; if to Teleglobe Mobile to Teleglobe Mobile Partners, 1000, rue de La
Gauchetiere ouest, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Attention: Vice-President,
Legal Matters and Corporate Secretary" set forth in Section 11.1 of the ORBCOMM
International Partnership Agreement shall be deleted as replaced with "If to
ORBCOMM Global, to ORBCOMM Global, L.P., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President, with a copy to Orbital, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Executive Vice President and
General Manager/Communications and Information Systems Group; if to Teleglobe
Mobile, to Teleglobe Mobile Partners c/o Teleglobe Inc., ▇▇▇▇, ▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ H3B 4X5, Attention: Executive Vice
President, Corporate Development and Corporate Secretary."
SECTION 15. A new section 12.11 is added to the ORBCOMM International
Partnership Agreement after Section 12.10 that reads as follows:
"12.11. Dispute Resolution. Any controversy or claim that may
arise under, out of, in connection with or relating to this Agreement
shall be resolved in accordance with Section 13.4 of the Master
Agreement."
SECTION 16. The signature block for Orbital Communications Corporation
set forth in the ORBCOMM International Partnership Agreement shall be deleted
in its entirety and replaced with the following:
"ORBCOMM GLOBAL, L.P.
By: Orbital Communications Corporation,
General Partner
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
By: Teleglobe Mobile Partners,
General Partner
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By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer"
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
Agreement of Limited Partnership of ORBCOMM International Partnership Agreement
to be executed as of the day and year first above written.
ORBCOMM GLOBAL, L.P.
By: Orbital Communications Corporation,
General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
By: Teleglobe Mobile Partners,
General Partner
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
TELEGLOBE MOBILE PARTNERS
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Board and
Chief Executive Officer
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