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Procurement Agreement [Amended and Restated]
Procurement Agreement [Amended and Restated] (77K)
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AMENDED AND RESTATED
ORBIMAGE SYSTEM PROCUREMENT AGREEMENT
This Orbimage System Procurement Agreement (this "Agreement") is made
and entered into as of the 26th day of February, 1998 between Orbital Imaging
Corporation, a Delaware corporation ("OIC"), and Orbital Sciences Corporation, a
Delaware Corporation ("Orbital").
WITNESSETH
WHEREAS, the parties have previously entered into the OIC System
Procurement Agreement dated as of November 18, 1996, as amended on May 8, 1997,
December 31, 1997 and February 25, 1998; and
WHEREAS, the parties desire to amend and restate the OIC System
Procurement Agreement to reflect all the amendments thereto (including amended
or restated attachments thereto)
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Except as otherwise specifically defined herein, capitalized terms
shall have the meanings ascribed to such terms in Appendix A attached hereto.
[Confidential Treatment] means that certain Confidential information
has been deleted from this document and filed separately with the Securities
and Exchange Commission.
ARTICLE 2.
SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities, personnel and materials
required for the performance of the following work (collectively, the "Work"):
Section 2.1. Orbital shall provide the OrbView-1 System as described in
OrbView-1 System Statement of Work (Exhibit A).
Section 2.2. Orbital shall provide and OrbView-2 license as described
in OrbView-2 License Agreement (Exhibit B).
Section 2.3. OrbView-3 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-3 System in accordance with Exhibit C, OrbView
High Resolution Imagery System Mission Requirements Document and applicable
Statements of Work.
Section 2.3.1. Provision of OrbView-3 Satellite. Orbital shall
design, construct and deliver the OrbView-3 Satellite in accordance
with the OrbView-3 Mission Requirements Document (Exhibit C, Part 1A)
and Statement of Work (Exhibit C, Part 1B).
Section 2.3.2. Provision of Launch. Orbital shall launch the
OrbView-3 Satellite using a Launch Vehicle in accordance with the
Launch Vehicle Statement of
{PAGE} 2
Work and Specifications (Exhibit C, Part 2).
Section 2.4. Provision of OrbView Command and Control Segment and
OrbView-3 Data Processing Segment. Orbital shall design, construct and deliver
the OrbView-3 and OrbView-4 Command and Control Segment ("CCS") and the Joint
OrbView-3 and OrbView-4 Data Processing Segment ("DPS") in accordance with the
Joint OrbView-3 and OrbView-4 Mission Requirements Document (Exhibit C, Part
1A), Statement of Work (Exhibit C, Part 1B) and the Joint OrbView-3 and
OrbView-4 Command and Control and Data Processing and Distribution Requirements
Specifications (Exhibit D, Part 1). Orbital shall design, construct and deliver
the OrbView-1 and OrbView-2 Command and Control Segment in accordance with the
OrbView-1 and OrbView-2 Command and Control Statement of Work (Exhibit D, Part
2).
Section 2.5. OrbView-4 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-4 System in accordance with Exhibit C, OrbView High
Resolution Imagery System Mission Requirements Document and applicable Statement
of Work.
Section 2.5.1. Provision of OrbView-4 Satellite. Orbital shall
design, construct and deliver the OrbView-4 Satellite in accordance
with the OrbView High Resolution Imagery System Mission Requirements
Document (Exhibit C, Part 1A) and Statement of Work (Exhibit C,
Part 1B).
Section 2.5.2. Provision of Launch. Orbital shall launch the
OrbView-4 Satellite using a Launch Vehicle to be determined in
accordance with the Launch Vehicle Statement of Work and Specifications
(Exhibit C, Part 2). Any launch contract for OrbView-4, and subsequent
major amendments thereto affecting price or schedule, shall be subject
to OIC's prior approval, which shall not be unreasonably withheld.
Section 2.6. Insurance. Orbital shall procure launch, satellite check
out and/or on-orbit operation insurance, at OIC's expense, as requested by OIC,
subject to availability of such insurance and OIC's agreement to the price,
terms and conditions of such insurance. Orbital shall maintain, at its expense,
insurance coverage of the type and level that is customarily carried by entities
engaged in similar businesses to Orbital's, to cover losses from damage to
personal property, such as the OrbView-3 and OrbView-4 satellites, until title
has passed to ORBIMAGE.
ARTICLE 3.
CONSIDERATION
Section 3.1. The price for the work hereunder (collectively, the
"Price") is as follows:
146012
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| 1998 |
Procurement Agreement [Amended and Restated]
Procurement Agreement [Amended and Restated] (63K)
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AMENDED AND RESTATED
ORBIMAGE SYSTEM PROCUREMENT AGREEMENT
This Orbimage System Procurement Agreement (this "Agreement") is made
and entered into as of the 26th day of February, 1998 between Orbital Imaging
Corporation, a Delaware corporation ("OIC"), and Orbital Sciences Corporation, a
Delaware Corporation ("Orbital").
WITNESSETH
WHEREAS, the parties have previously entered into the OIC System
Procurement Agreement dated as of November 18, 1996, as amended on May 8, 1997,
December 31, 1997 and February 25, 1998; and
WHEREAS, the parties desire to amend and restate the OIC System
Procurement Agreement to reflect all the amendments thereto (including amended
or restated attachments thereto)
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Except as otherwise specifically defined herein, capitalized terms
shall have the meanings ascribed to such terms in Appendix A attached hereto.
[Confidential Treatment] means that certain Confidential information
has been deleted from this document and filed separately with the Securities
and Exchange Commission.
ARTICLE 2.
SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities, personnel and materials
required for the performance of the following work (collectively, the "Work"):
Section 2.1. Orbital shall provide the OrbView-1 System as described in
OrbView-1 System Statement of Work (Exhibit A).
Section 2.2. Orbital shall provide and OrbView-2 license as described
in OrbView-2 License Agreement (Exhibit B).
Section 2.3. OrbView-3 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-3 System in accordance with Exhibit C, OrbView
High Resolution Imagery System Mission Requirements Document and applicable
Statements of Work.
Section 2.3.1. Provision of OrbView-3 Satellite. Orbital shall
design, construct and deliver the OrbView-3 Satellite in accordance
with the OrbView-3 Mission Requirements Document (Exhibit C, Part 1A)
and Statement of Work (Exhibit C, Part 1B).
Section 2.3.2. Provision of Launch. Orbital shall launch the
OrbView-3 Satellite using a Launch Vehicle in accordance with the
Launch Vehicle Statement of
{PAGE} 2
Work and Specifications (Exhibit C, Part 2).
Section 2.4. Provision of OrbView Command and Control Segment and
OrbView-3 Data Processing Segment. Orbital shall design, construct and deliver
the OrbView-3 and OrbView-4 Command and Control Segment ("CCS") and the Joint
OrbView-3 and OrbView-4 Data Processing Segment ("DPS") in accordance with the
Joint OrbView-3 and OrbView-4 Mission Requirements Document (Exhibit C, Part
1A), Statement of Work (Exhibit C, Part 1B) and the Joint OrbView-3 and
OrbView-4 Command and Control and Data Processing and Distribution Requirements
Specifications (Exhibit D, Part 1). Orbital shall design, construct and deliver
the OrbView-1 and OrbView-2 Command and Control Segment in accordance with the
OrbView-1 and OrbView-2 Command and Control Statement of Work (Exhibit D, Part
2).
Section 2.5. OrbView-4 System Design, Development and Integration.
Orbital shall have responsibility for overall design, development, and
integration of the OrbView-4 System in accordance with Exhibit C, OrbView High
Resolution Imagery System Mission Requirements Document and applicable Statement
of Work.
Section 2.5.1. Provision of OrbView-4 Satellite. Orbital shall
design, construct and deliver the OrbView-4 Satellite in accordance
with the OrbView High Resolution Imagery System Mission Requirements
Document (Exhibit C, Part 1A) and Statement of Work (Exhibit C,
Part 1B).
Section 2.5.2. Provision of Launch. Orbital shall launch the
OrbView-4 Satellite using a Launch Vehicle to be determined in
accordance with the Launch Vehicle Statement of Work and Specifications
(Exhibit C, Part 2). Any launch contract for OrbView-4, and subsequent
major amendments thereto affecting price or schedule, shall be subject
to OIC's prior approval, which shall not be unreasonably withheld.
Section 2.6. Insurance. Orbital shall procure launch, satellite check
out and/or on-orbit operation insurance, at OIC's expense, as requested by OIC,
subject to availability of such insurance and OIC's agreement to the price,
terms and conditions of such insurance. Orbital shall maintain, at its expense,
insurance coverage of the type and level that is customarily carried by entities
engaged in similar businesses to Orbital's, to cover losses from damage to
personal property, such as the OrbView-3 and OrbView-4 satellites, until title
has passed to ORBIMAGE.
146015
| | Orbital Imaging Corp
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| 1996 |
Procurement Agreement
Procurement Agreement (548K)
Doc #146054: Click preview link for longer preview.
ORBCOMM SYSTEM PROCUREMENT AGREEMENT
This ORBCOMM System Procurement Agreement (this "AGREEMENT") is made
and entered into as of the 12th day of September, 1995 between ORBCOMM Global,
L.P., a Delaware limited partnership ("ORBCOMM GLOBAL"), and Orbital Sciences
Corporation, a Delaware corporation ("ORBITAL").
WITNESSETH
WHEREAS Orbital, Orbital Communications Corporation ("ORBCOMM"),
Teleglobe Inc. ("TELEGLOBE"), Teleglobe Mobile Partners ("TELEGLOBE MOBILE"),
ORBCOMM Global, ORBCOMM USA, L.P. and ORBCOMM International Partners, L.P. have
entered into agreements for the development, construction, operation and
marketing of a global digital satellite communications system of low-Earth
orbit satellites and certain terrestrial facilities intended to provide two-way
data and message communications and position determination services throughout
the world (the "ORBCOMM SYSTEM") and related activities in connection
therewith; and
WHEREAS the initial phase of the ORBCOMM System consisting of two (2)
satellites, the Satellite Control Center and the Network Control Center
suitable for the two satellite system and the four (4) United States Gateway
Earth Stations has been generally completed, and the parties desire to
terminate the ORBCOMM System, Design, Development and Operations Agreement
dated June 30, 1993 between ORBCOMM Global (formerly known as ORBCOMM
Development) and ORBCOMM, as amended (the "ORBCOMM SYSTEM AGREEMENT") and
incorporate the remaining efforts into this Procurement Agreement; and
WHEREAS ORBCOMM Global desires to contract with Orbital for the
overall design, development, construction, integration, test and operation of
certain assets comprising the second phase of the ORBCOMM System:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1 - DEFINITIONS
Except as otherwise specifically defined herein, capital terms shall
have the meanings ascribed to such terms in Appendix C attached to the Master
Agreement dated as of June 30, 1993 among Orbital, ORBCOMM, Teleglobe and
Teleglobe Mobile, which Appendix is incorporated herein by reference.
- -------------------
[CONFIDENTIAL TREATMENT] means that certain confidential information
has been deleted from this document and filed separately with the Securities
and Exchange Commission.
{PAGE} 2
"ADMINISTRATIVE SERVICES AGREEMENT" shall mean that administrative
service agreement entered into as of the 12th day of September 1995 between
Orbital and ORBCOMM Global.
"SATELLITE NETWORK SOFTWARE" shall mean the software algorithms and
capabilities designed by ORBCOMM Global to be integrated in the Satellites
within the framework of the Interface Specifications relating thereto but shall
not include the software, computer capabilities and design practices relating
to real-time operation of the ORBCOMM System which shall be the responsibility
of Orbital.
"INTERFACE SPECIFICATIONS" shall mean the specifications contained in
the Interface Control Documents for (i) the interface between the Satellites
and the Communication software, (ii) the interface between the Satellites and
the subscriber terminals and (iii) the interface between the Satellites and the
Gateway Earth Stations and, (iv) the interface between the Network Control
Center and the Satellite Control Center.
ARTICLE 2 - SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities and materials required for the
performance by it of the following work (collectively, the "WORK"):
Section 2.1 - Construction of Satellites and Completion of the
Satellite Control Center Efforts. Orbital shall develop, construct and deliver
to ORBCOMM Global, thirty-four (34) Satellites and complete the Satellite
Control Center efforts initiated under the ORBCOMM System Agreement, the whole
in accordance with the Satellite Statement of Work (Exhibit A Part 1A) and the
Satellite Specifications (Exhibit A Part 1B), including on-orbit check-out
support for up to one hundred twenty (120) days after each of the first three
(3) launches of the Satellites.
Section 2.2 - Provision of Launch Vehicle Launch Services. Orbital
shall provide to ORBCOMM Global launch services for twenty-four (24) Satellites
using three (3) Pegasus XL Launch Vehicles in accordance with the Launch
Vehicle Statement of Work and Specifications. On an optional basis, Orbital
shall provide a launch service for an additional plane of eight (8) Satellites
using one (1) additional Pegasus XL Launch Vehicle, in accordance with the
Launch Vehicle Statement of Work and Specifications (Exhibit A Part 2).
On-orbit Check Out support for up to one hundred twenty (120) days after such
optional launch shall be provided in accordance with Section 2.6.
Section 2.3 - Completion of Gateway Earth Station Efforts. Orbital
shall complete the Gateway Earth Station efforts initiated under the ORBCOMM
System Agreement in accordance with the Gateway Earth Station Statement of Work
and the Specifications (Exhibit A Part 3).
146054
| | ORBCOMM Global LP
|
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| 1996 |
Procurement Agreement
Procurement Agreement (85K)
Doc #146058: Click preview link for longer preview.
ORBCOMM SYSTEM PROCUREMENT AGREEMENT
This ORBCOMM System Procurement Agreement (this "AGREEMENT") is made
and entered into as of the 12th day of September, 1995 between ORBCOMM Global,
L.P., a Delaware limited partnership ("ORBCOMM GLOBAL"), and Orbital Sciences
Corporation, a Delaware corporation ("ORBITAL").
WITNESSETH
WHEREAS Orbital, Orbital Communications Corporation ("ORBCOMM"),
Teleglobe Inc. ("TELEGLOBE"), Teleglobe Mobile Partners ("TELEGLOBE MOBILE"),
ORBCOMM Global, ORBCOMM USA, L.P. and ORBCOMM International Partners, L.P. have
entered into agreements for the development, construction, operation and
marketing of a global digital satellite communications system of low-Earth
orbit satellites and certain terrestrial facilities intended to provide two-way
data and message communications and position determination services throughout
the world (the "ORBCOMM SYSTEM") and related activities in connection
therewith; and
WHEREAS the initial phase of the ORBCOMM System consisting of two (2)
satellites, the Satellite Control Center and the Network Control Center
suitable for the two satellite system and the four (4) United States Gateway
Earth Stations has been generally completed, and the parties desire to
terminate the ORBCOMM System, Design, Development and Operations Agreement
dated June 30, 1993 between ORBCOMM Global (formerly known as ORBCOMM
Development) and ORBCOMM, as amended (the "ORBCOMM SYSTEM AGREEMENT") and
incorporate the remaining efforts into this Procurement Agreement; and
WHEREAS ORBCOMM Global desires to contract with Orbital for the
overall design, development, construction, integration, test and operation of
certain assets comprising the second phase of the ORBCOMM System:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1 - DEFINITIONS
Except as otherwise specifically defined herein, capital terms shall
have the meanings ascribed to such terms in Appendix C attached to the Master
Agreement dated as of June 30, 1993 among Orbital, ORBCOMM, Teleglobe and
Teleglobe Mobile, which Appendix is incorporated herein by reference.
{PAGE} 2
"ADMINISTRATIVE SERVICES AGREEMENT" shall mean that administrative
service agreement entered into as of the 12th day of September 1995 between
Orbital and ORBCOMM Global.
"SATELLITE NETWORK SOFTWARE" shall mean the software algorithms and
capabilities designed by ORBCOMM Global to be integrated in the Satellites
within the framework of the Interface Specifications relating thereto but shall
not include the software, computer capabilities and design practices relating
to real-time operation of the ORBCOMM System which shall be the responsibility
of Orbital.
"INTERFACE SPECIFICATIONS" shall mean the specifications contained in
the Interface Control Documents for (i) the interface between the Satellites
and the Communication software, (ii) the interface between the Satellites and
the subscriber terminals and (iii) the interface between the Satellites and the
Gateway Earth Stations and, (iv) the interface between the Network Control
Center and the Satellite Control Center.
ARTICLE 2 - SCOPE OF WORK
Consistent with the terms and conditions set forth herein, Orbital
shall furnish the management, labor, facilities and materials required for the
performance by it of the following work (collectively, the "WORK"):
Section 2.1 - Construction of Satellites and Completion of the
Satellite Control Center Efforts. Orbital shall develop, construct and deliver
to ORBCOMM Global, thirty-four (34) Satellites and complete the Satellite
Control Center efforts initiated under the ORBCOMM System Agreement, the whole
in accordance with the Satellite Statement of Work (Exhibit A Part 1A) and the
Satellite Specifications (Exhibit A Part 1B), including on-orbit check-out
support for up to one hundred twenty (120) days after each of the first three
(3) launches of the Satellites.
Section 2.2 - Provision of Launch Vehicle Launch Services. Orbital
shall provide to ORBCOMM Global launch services for twenty-four (24) Satellites
using three (3) Pegasus XL Launch Vehicles in accordance with the Launch
Vehicle Statement of Work and Specifications. On an optional basis, Orbital
shall provide a launch service for an additional plane of eight (8) Satellites
using one (1) additional Pegasus XL Launch Vehicle, in accordance with the
Launch Vehicle Statement of Work and Specifications (Exhibit A Part 2).
On-orbit Check Out support for up to one hundred twenty (120) days after such
optional launch shall be provided in accordance with Section 2.6.
Section 2.3 - Completion of Gateway Earth Station Efforts. Orbital
shall complete the Gateway Earth Station efforts initiated under the ORBCOMM
System Agreement in accordance with the Gateway Earth Station Statement of Work
and the Specifications (Exhibit A Part 3).
146058
| | Orbcomm Global L
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| 2006 |
Procurement Agreement
Procurement Agreement (42K)
Doc #2675981: Click preview link for longer preview.
PROCUREMENT AGREEMENT
THIS PROCUREMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this �Agreement�) is made and entered into as of the 31st day of July, 2001 (the �Effective Date�) by and between OpNext Japan, Inc. (hereinafter referred to as �Seller�), a corporation organized and existing under the laws of Japan with its principal place of business at 216 Totsuka-cho, Totsuka-ku, Yokohama-shi, 244-8567, Japan and Hitachi, Ltd. (hereinafter referred to as �Purchaser�), a corporation organized and existing under the laws of Japan . . .
2675981
|
Hitachi
As referenced in this Procurement Agreement:
Hitachi, Ltd – as Seller), a corporation organized and existing under the laws of Japan with its principal place of business at 216 Totsuka-cho, Totsuka-ku, Yokohama-shi, 244-8567, Japan and Hitachi, Ltd . (hereinafter referred to as Purchaser), a corporation organized and existing under the laws of Japan with its principal place of business at 216 Totsuka-cho, Totsuka-ku, Yokohama-shi,
_____________
Hitachi, Ltd – to Seller, to:
Irell & Manella, LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
Attention: Richard L. Bernacchi, Esq.
Ian Wiener, Esq.
- 12 -
If to Purchaser:
Hitachi, Ltd .
6, Kanda-Surugadai 4-chome
Chiyoda-ku
Tokyo, 101-8010 Japan
Attention: President, Telecommunication Systems Division
with a copy, which will not constitute notice to Purchaser, to:
Kirkland &
_____________
HITACHI, LTD – the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
OPNEXT JAPAN, INC.
By:
/s/ Junsuke Kusanagi
Junsuke Kusanagi
President
HITACHI, LTD .
By:
/s/ Eiji Aoki
Eiji Aoki
Managing Officer & Administrative Officer
President, Telecommunication Systems Division
AMENDMENT TO
PROCUREMENT AGREEMENT
This Amendment (the Amendment), is entered on October 18, 2006 (
_____________
Hitachi Ltd – Division
AMENDMENT TO
PROCUREMENT AGREEMENT
This Amendment (the Amendment), is entered on October 18, 2006 (the Amendment Date), and made effective retroactively as of July 31, 2006, by and between Hitachi Ltd ., a corporation organized and existing under the laws of Japan (Hitachi), and Opnext Japan, Inc., a corporation organized and existing under the laws of Japan (Company), and is intended
_____________
HITACHI, LTD – of the other party.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed and to be effective as of the Amendment Date set forth above.
HITACHI, LTD .
OPNEXT JAPAN, INC.
/s/ Naoya Takahashi
/s/ Kei Oki
Name:
Naoya Takahashi
Name:
Kei Oki
Title:
Vice President and Executive Officer
Title:
President, Opnext Japan, Inc.
_____________
dt 1674497
;
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