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EXHIBIT 10.3
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
This Amended and Restated Administrative Services Agreement is
made and entered into this December 31, 1997, by and between Orbital Imaging
Corporation, a Delaware corporation ("ORBIMAGE"), with its principal offices
located in Dulles, Virginia and Orbital Sciences Corporation, a Delaware
corporation ("Orbital"), with its principal offices located in Dulles, Virginia.
WHEREAS, ORBIMAGE and Orbital entered into an Administrative
Services Agreement on November 18, 1996 (the "Original Agreement");
WHEREAS, ORBIMAGE and Orbital entered into that Amended and
Restated ORBIMAGE Services Agreement dated as of May 8, 1997 whereby the parties
amended and restated their obligations under the Original Agreement (as amended
and restated the "Administrative Services Agreement"); and
WHEREAS, ORBIMAGE and Orbital hereby desire to further amend
and restated the Administrative Services Agreement in order to expand the scope
of the Administrative Services Agreement to include the Administrative Services
in connection with the OrbView-4 spacecraft (as further amended and restated,
the "Amended and Restated Administrative Services Agreement").
NOW THEREFORE, the parties hereto, for and in consideration of
the mutual understandings and obligations, hereby covenants, promise, and agree
that the Administrative Services Agreement be, and hereby is, amended and
restated in its entirety, as follows:
Scope of Work.
Administrative Services: Orbital shall provide, on a cost-reimbursable
basis, general and administrative, accounting, tax, legal, human
resources and benefits-related services, regulatory and other similar
services, health insurance, property, casualty and directors and
officers insurances, and other similar services and office space and
facility support services as are reasonably requested by ORBIMAGE.
Orbital agrees to permit ORBIMAGE employees to continue to receive
benefits under Orbital's Deferred Profit Sharing Plan until such time
as ORBIMAGE shall have adopted a defined contribution plan in
accordance with Section 401(k) (a "401(k) Plan") of the Internal
Revenue Code of 1986, as amended, provided that ORBIMAGE shall
reimburse Orbital for any matching or profit-sharing contributions that
it makes to the accounts of ORBIMAGE employees. ORBIMAGE agrees to
promptly adopt a 401(k) Plan or similar benefit plan for the benefit of
ORBIMAGE employees.
Mission Operations: Orbital shall provide on-orbit mission operations
for the XxxXxxx-0, XxxXxxx-0, XxxXxxx-0, and OrbView 4 satellites as
reasonably requested by ORBIMAGE.
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Anomaly Resolution: Orbital shall provide on-orbit operations anomaly
resolution for the XxxXxxx-0, XxxXxxx-0, XxxXxxx-0, and OrbView 4
satellites as reasonably requested by ORBIMAGE.
Services and Prices.
Item 001: Administrative Services through March 31, 1997 for a
firm-fixed price of $13,355,000.
Item 002: Administrative Services after September 30, 1997 as required
on a cost reimbursable basis.
Item 003: Mission operations as required on a cost plus 10% fee basis.
Item 004: On-orbit anomaly resolution as required on a cost plus 10%
fee basis.
Taxes. The prices do not include any federal, state or local sales, use
or excise taxes levied upon or measured by the sale, the sales price, or the use
of the items to be delivered or services required to be performed hereunder.
Such taxes shall be the responsibility of ORBIMAGE and ORBIMAGE shall reimburse
Orbital for any such taxes assessed against Orbital.
Invoices and Payments. Item 001 is due and payable upon execution of
this Amended and Restated Administrative Services Agreement. Items 002-004 are
billable monthly with payment due ten (10) days after invoice date. Invoices
shall be sent to:
Orbital Imaging Corporation Attention:
Vice President, Finance
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Manner of Furnishing Administrative Servcies. Orbital shall render and
perform the Administrative Services as an independent contractor in accordance
with its own standards for furnishing such services to itself or its
subsidiaries at the time the Administrative Services are provided, subject to
the provisions of this Amended and Restated Administrative Services Agreement
and with all applicable governmental laws, rules and regulations.
Notwithstanding the foregoing, in providing the Administrative Services, Orbital
and its directors, officers and employees shall not be responsible, or have any
liability, for the accuracy, incompleteness or timeliness of any advice or
service or any report, filing or other document that it or any of them provides,
prepares or assists in preparing except to the extent that any inaccuracy,
incompleteness or untimeliness arises from the gross negligence of willful
misconduct of Orbital or such directors, officers or employees. ORBIMAGE shall
indemnify, defend and hold harmless Orbital and its directors, officers and
employees from and against any and all damage, cost, loss, liability and expense
(including reasonable attorneys' fees) in connection with any and all actions or
threatened actions arising out of the performance of the Administrative
Services, except in the
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case of Orbital's or its directors', officers' or employees' gross negligence or
willful misconduct. In no event shall Orbital or its directors, officers or
employees be liable for any indirect, special or consequential damages in
connection with or arising out of the performance of the Services.
Term. The term shall be three (3) years with respect to the scope of
work related to OrbView-1, three (3) years from the launch of OrbView-2 with
respect to the scope of work related to OrbView-2, three (3) years from the
launch of the OrbView-3 satellite with respect to scope of work related to
OrbView-3, and three (3) years from the launch of the OrbView-4 satellite with
respect to the scope of work related to OrbView-4, and may be extended upon
mutual agreement of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the day and year set forth in the first paragraph above.
ORBITAL IMAGING CORPORATION ORBITAL SCIENCES CORPORATION
By:________________________________ By:________________________________
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Vice President Title: Senior Vice President and
Chief Financial Officer
