EXHIBIT 10.12
Execution Copy
RESTATED DEFINITIVE AGREEMENT BETWEEN
LORAL ORION, INC. (FORMERLY ORION NETWORK SYSTEMS, INC.) AND
THE REPUBLIC OF THE ▇▇▇▇▇▇▇▇ ISLANDS
This restated agreement is made this ____ day of October, 1998 (the
"Effective Date"), by and between Loral Orion, Inc., a Delaware Corporation,
hereinafter referred to as "LORAL ORION" and formerly known as Orion Network
Systems, Inc. ("ONS"), and the Republic of the ▇▇▇▇▇▇▇▇ Islands, through the
Ministry of Transportation and Communications, hereinafter referred to as the
"RMI."
WITNESSETH
WHEREAS, the RMI and Asia Pacific Space and Communications, Ltd. ("APSC")
entered into a Definitive Agreement dated April 26, 1990 (the "Definitive
Agreement");
WHERAS, the RMI and APSC agreed to the assignment of all APSC rights to and
obligations under the Definitive Agreement to ONS along with certain other
modifications to be restated herein in a Restated Amendment to the Definitive
Agreement dated May 25, 1997;
WHEREAS, ONS was acquired in a merger by Loral Space & Communications, Ltd.
("Loral SC") on March 30, 1998 (the "Merger") and as a result thereof the name
of ONS was changed to Loral Orion, Inc.;
WHEREAS, LORAL ORION is an international communications company developing
a satellite communications system to serve significant areas of the Pacific
Ocean Region, including coverage of the RMI;
WHEREAS, the RMI is a sovereign nation located in the Central Pacific Ocean
Region;
WHEREAS, the RMI desires to enhance and expand its telecommunications
capability and infrastructure;
WHEREAS, the parties desire to do those things necessary to enable LORAL
ORION to launch a satellite over the Pacific Ocean Region; and
WHEREAS, the RMI and LORAL ORION have reached certain understandings in
principle and believe there are mutual benefits to be derived by restating the
Definitive Agreement with certain modifications as this Restated Definitive
Agreement (along with the Appendices hereto, the "Agreement");
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NOW THEREFORE, it is mutually agreed as follows:
1. [ * ]
2. [ * ]
3. The parties acknowledge that the RMI is a member of the ITU and understand
that matters critical to the success of the Satellite System may be
significantly affected by various actions of the ITU. [ * ]
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4. The parties acknowledge that the RMI desires to enhance and expand its
communications capabilities and infrastructure. [ * ]
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5. [ * ]
6. [ *
4
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]
7. The parties acknowledge that the provisions substantially in the form
contained in paragraphs 4,5,6 &7 shall be set forth in a separate agreement
between Loral Orion and NTA. Performance of the terms of such agreement by
Loral Orion shall satisfy its obligations to the RMI with respect to the
Deliverables. However, in the event that NTA declines to enter into such
agreement for any reason, such event shall not be deemed a breach or cause
for termination of this agreement. In such case, the Minister of Transport
& Communications of the RMI will become the recipient of the Deliverables.
8. [ * ]
9. Within forty-five (45) days after the Effective Date (the "Purchase
Period"), LORAL ORION shall purchase or otherwise procure such number of
shares of common stock of Loral SC equal to [
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] Within forty-five (45) days [ * ], LORAL ORION shall deliver the RMI
Stock to the RMI. [ * ]
In consideration of the foregoing, the Non-Qualified Stock Option Agreement
between LORAL ORION (formerly ONS) and the RMI, dated effective as of
December 10, 1996 [ * ] is hereby terminated without liability and shall be
deemed null and void.
10. [ * ]
11. It is understood that matters affecting the Satellite System are highly
confidential and proprietary. The RMI agrees to take all necessary and
reasonable steps to limit the information concerning the Satellite System
to the fewest number of persons possible within the RMI and to assure that
such persons do not communicate matters regarding LORAL ORION to others.
Furthermore, the existence of this Agreement or the relationship between
the parties hereto shall not be disclosed to any party except as necessary
to carry out the purposes of this Agreement or as required by applicable
law. Loral Orion acknowledges that such confidential and proprietary
information may be disclosed by the RMI to the extent reasonable and
necessary to fulfill or satisfy any obligation imposed by its constitution
or laws or in the pursuit of a free and open Government.
12. This Agreement shall become effective upon the Effective Date continue
until terminated under the terms and conditions of this Agreement.
13. In the event either party is in default in the performance of any material
provision of this Agreement, the nondefaulting party, upon written notice,
may terminate this
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Agreement; provided, however, that prior to such termination, the
non-defaulting party must notify the defaulting party, in writing, of the
specific provision which has not been performed, the conduct required to
complete performance and cure the alleged default, and a request to cure
the alleged default. Upon receipt of the notice specifying the default, the
other party shall have 45 days to submit a written Response. Said Response
shall state either that there has been no failure to perform and no default
has occurred and an explanation thereof, or that the default will be cured
and describing the actions it intends to take and a reasonable schedule to
complete these actions. If the default continues after the expiration of a
reasonable time to cure, as set forth in the Response, the non-defaulting
party, in addition to any other remedy at law or equity, may then forward
to the defaulting party a Notice of Termination
14. Neither party to this Agreement shall be in default because of its failure
to perform or delay in performance caused by actions or failures of third
parties, acts of God, acts of War, natural disasters, acts of
subcontractors beyond the control of their prime contractor, delays in
shipment of goods, or other acts or events beyond its control that
materially affect the ability of a party to perform under the terms and
conditions of this Agreement.
15. Except as otherwise provided herein, this Agreement may not be terminated
except by mutual agreement of the parties.
16. [ * ]
17. This Agreement constitutes the entire agreement between the parties in
connection with the subject matter of this Agreement and may be altered,
amended or replaced only by a duly executed written instrument. No prior
oral or written understanding or agreement with respect to the terms and
conditions agreed to in this Agreement, except the Confidentiality
Agreement or as otherwise expressly incorporated herein, shall be valid or
enforceable.
18. This Agreement may be altered or amended only by mutual agreement set forth
in writing and properly executed by the respective parties hereto.
19. This Agreement may be executed in two or more counterparts, which taken
together constitute one single contract between the parties.
{signature page follows}
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date:
Republic of the ▇▇▇▇▇▇▇▇ Islands Loral Orion, Inc.
------------------------- ------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Minister of Transportation Sr. Vice President, Law and Admin.
▇.▇. ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Rockville, ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Approved as to form: Certified no current
appropriation is required:
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Attorney General Secretary of Finance
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APPENDIX I
[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR APPENDIX I]
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APPENDIX II
[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR APPENDIX II]
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APPENDIX III
[CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR APPENDIX III]
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