RESTATED ORBCOMM SYSTEM CONSTRUCTION AGREEMENT

RESTATED ORBCOMM SYSTEM CONSTRUCTION AGREEMENT


This Restated ORBCOMM System Construction Agreement ("Agreement") is made and entered into as of September 12, 1995 between Orbital Communications Corporation, a Delaware corporation ("ORBCOMM"), and ORBCOMM Global, L.P., a Delaware limited partnership ("ORBCOMM Global") and restates the ORBCOMM System Construction Agreement dated as of June 30, 1993, as amended by Amendment No. 1 to ORBCOMM Construction Agreement dated as of September 12, 1995.


WITNESSETH


WHEREAS, Orbital Sciences Corporation, a Delaware corporation ("Orbital"), ORBCOMM, Teleglobe Inc., a Canadian corporation ("Teleglobe"), Teleglobe Mobile Partners, a Delaware general partnership ("Teleglobe Mobile"), ORBCOMM Global, ORBCOMM USA, L.P., a Delaware limited partnership, and ORBCOMM International Partners, L.P., a Delaware limited partnership, 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;


WHEREAS, the development, construction and operation of the ORBCOMM System is planned to occur in two phases: an initial phase consisting of two satellites (the "Phase lA System") and a second phase consisting of up to an additional 34 satellites (the "Phase lB System");


WHEREAS, on March 13, 1992 and May 28, 1993, ORBCOMM received from the FCC (as such term is hereinafter defined) experimental licenses (as renewed and modified from time to time, the "FCC Experimental Licenses") to develop, construct and operate the Phase lA System and to market communications services to up to 1,000 subscribers in the United States; and


WHEREAS, ORBCOMM and ORBCOMM Global desire to have ORBCOMM Global develop and construct certain assets comprising the Phase lA System and Phase lB 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, capitalized terms shall have the meanings ascribed to such terms in Appendix C attached to the Master Agreement dated as of June 30, 2 1993 among Orbital, ORBCOMM, Teleglobe and Teleglobe Mobile, as amended and restated from time to time, which Appendix is incorporated herein by reference.


ARTICLE 2 - CONSTRUCTION OF SYSTEM ASSETS


Section 2.1 Construction of System Assets in the United States. ORBCOMM and ORBCOMM Global hereby agree that ORBCOMM Global shall (a) develop, construct and launch the two Satellites for the Phase lA System and develop and construct the other assets in the Phase lA System located in the United States in fulfillment of ORBCOMM's right to construct such assets pursuant to the FCC Experimental Licenses and (b) develop, construct and launch the Satellites for the Phase lB System and develop and construct the other assets for the Phase lB System located in the United States upon receipt by ORBCOMM of a license from the FCC to construct the Phase lB System in fulfillment of ORBCOMM's right to construct such assets pursuant to such licenses, all of which assets shall be procured by ORBCOMM Global pursuant to the System Agreement or the Procurement Contract dated as of September 12, 1995 between Orbital and ORBCOMM Global, as the case may be. Subject to the provisions of the System Charge Agreement, ORBCOMM shall have the exclusive right in the United States to use the System Assets.


Section 2.2. Consideration for Construction and Financing of System Assets.


In consideration of the construction and financing of the System Assets provided in Section 2.1, ORBCOMM hereby agrees as follows:


(a) Within ten (10) days of receipt by ORBCOMM of the Output
Capacity Charge (as such term is defined in the System Charge
Agreement) for any calendar quarter, ORBCOMM shall remit to ORBCOMM
Global ORBCOMM's allocated portion of the system charge (the "System
Charge") calculated in accordance with Section 6.9 of the ORBCOMM
Global Partnership Agreement, provided that if the Output Capacity
Charge for such calendar quarter is less than 1.15% of Total Aggregate
Revenues (as such term is defined in the ORBCOMM Global Partnership
Agreement), then ORBCOMM shall not be required to pay, and it shall
not owe ORBCOMM Global, any portion of the System Charge for such
calendar quarter.


(b) ORBCOMM Global is hereby granted the right to market,
sell, lease and franchise all ORBCOMM System output capacity outside
the United States. ORBCOMM hereby grant ...