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EXHIBIT 10.16.1
AMENDMENT NO. 1 TO RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF ORBCOMM GLOBAL, L.P.
This Amendment No. 1 to Restated Agreement of Limited Partnership of
ORBCOMM Global, L.P. ("Amendment No. 1") is entered into as of this 2nd day of
December 1996 between Orbital Communications Corporation ("OCC") and Teleglobe
Mobile Partners ("Teleglobe Mobile").
WITNESSETH
WHEREAS, OCC and Teleglobe Mobile previously entered into the Restated
Agreement of Limited Partnership of ORBCOMM Global, L.P. dated as of September
12, 1995 (the "ORBCOMM Global Restated Partnership Agreement"); and
WHEREAS, OCC and Teleglobe Mobile wish to amend the ORBCOMM Global
Restated Partnership Agreement.
NOW THEREFORE, the parties agrees as follows:
SECTION 1 - AMENDMENTS
Section 3.6(b) of the ORBCOMM Global Restated Partnership Agreement is
hereby deleted in its entirety and replaced with the following:
(b) Stock Option Plan Loans. To the extent (i) the Partnership
has agreed to reimburse ORBCOMM for the costs paid by ORBCOMM pursuant
to Section 6.06 of the Orbital Communications Corporation 1992 Stock
Option Plan (including the payment by ORBCOMM of withholding taxes
with respect to the exercise of stock options) in purchasing stock
acquired by employees or former employees of ORBCOMM, the Partnership,
ORBCOMM USA or ORBCOMM International (the "Stock Option Plan Costs"),
(ii) the Partnership is permitted to reimburse ORBCOMM for the Stock
Option Plan Costs under the terms of the Indenture dated as of August
7, 1996 (the "Indenture") among ORBCOMM and ORBCOMM Global Capital
Corp., as Issuers, ORBCOMM USA, L.P., ORBCOMM International Partners,
L.P., Orbital Communications Corporation and Teleglobe Mobile
Partners, as Guarantors, and Marine Midland Bank, as Trustee, and
(iii) the Partnership has on hand sufficient cash or cash equivalents,
taking into account its short-term anticipated cash needs, to
reimburse ORBCOMM for the Stock Option Plan Costs, the Partnership
shall pay to ORBCOMM the Stock Option Plan Costs; provided however,
that in the event the Partnership requires additional capital
contributions, then ORBCOMM agrees to provide to the Partnership a
loan or loans in the amount of (i)(A) the Stock Option Plan Costs paid
by the Partnership with respect to options granted prior to the
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Restatement Date and (B) such Stock Option Plan Costs paid by the
Partnership prior to January 1, 2001 minus (ii) $500,000. Such loan
or loans shall bear interest at the rate of eight per cent (8%) per
annum and the principal and interest of such loan shall be repaid in
whole or in part at such time as there is Partnership cash on hand
available for distribution to the Partners, with the balance being
repaid in three equal annual installments commencing on January 1,
2001 and ending on January 1, 2003.
SECTION 2 - MISCELLANEOUS
(a) This Amendment No. 1 shall be construed in accordance with and
governed by the laws of the State of Delaware, without giving effect to the
provisions, policies or principles thereof related to choice or conflict of
laws.
(b) No changes to the ORBCOMM Global Restated Partnership
Agreement are authorized hereby except as otherwise specified in this Amendment
No. 1.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the day and year first above written.
TELEGLOBE MOBILE PARTNERS
By: Teleglobe Mobile Investment Inc.,
its Managing Partner
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board and Chief
Executive Officer
ORBITAL COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
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