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Operations Agreement Dated January 26,2000

This is an actual contract by Orbcomm Global.

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Sectors: Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: January 26, 2000
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ORBCOMM SYSTEM CONSTRUCTION
AND
OPERATIONS AGREEMENT


This ORBCOMM System Construction and Operations Agreement ("Agreement") is made and entered into as of the 26th day of January 2000, by and between ORBITAL COMMUNICATIONS Corporation, a Delaware corporation ("OCC"), and ORBCOMM GLOBAL, L.P., a Delaware limited partnership ("ORBCOMM"), and amends and restates the Restated ORBCOMM System Construction Agreement, dated as of September 12, 1995, as amended by that certain Amendment No. 1 to Restated ORBCOMM System Construction Agreement, dated as of July 1, 1996, in each case, by and between OCC and ORBCOMM (as amended, the "System Construction Agreement").


W I T N E S S E T H


WHEREAS, Orbital Sciences Corporation, a Delaware corporation ("Orbital"), OCC, Teleglobe Inc., a Canadian corporation ("Teleglobe"), and Teleglobe Mobile Partners, a Delaware general partnership ("Teleglobe Mobile"), have entered into agreements for the development, construction, operation and marketing of a low-Earth orbit satellite communications system that provides two-way data and message communications services (the "ORBCOMM System") and related activities in connection therewith;


WHEREAS, on October 20, 1994, May 17, 1995, June 12, 1995 and March 31, 1998, OCC received from the FCC (as such term is hereinafter defined) licenses authorizing OCC to construct, launch and operate 48 low-Earth orbit satellites and to operate the associated ground infrastructure and subscriber units in the United States (as modified, the "FCC Licenses"), for the purpose of providing two-way data message communications services in the United States;


WHEREAS, OCC and ORBCOMM are parties to the System Construction Agreement, pursuant to which ORBCOMM agreed to develop, construct and launch satellites and develop and construct certain other assets comprising the ORBCOMM System in exchange for certain consideration, including the right to market, sell, lease and franchise ORBCOMM System output capacity in certain locations; and


WHEREAS, OCC and ORBCOMM desire to amend and restate the System Construction Agreement;


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:


1 2


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 Restated Master Agreement dated as of September 12, 1995 among Orbital, OCC, Teleglobe and Teleglobe Mobile, as amended by that certain Amendment No. 1 to Restated Master Agreement dated as of February 5, 1997 (as it may be further amended or restated from time to time, the "Master Agreement"), which Appendix is incorporated herein by reference.


ARTICLE 2 - TERM


The term of this Agreement shall commence on the date hereof and shall continue until such time as OCC and ORBCOMM shall mutually agree to terminate this Agreement; provided however, that in the event the FCC Licenses are transferred by OCC to ORBCOMM, this Agreement shall automatically terminate on such transfer.


ARTICLE 3 - USE OF SYSTEM CAPACITY AND OPERATION OF SYSTEM ASSETS


SECTION 3.1. USE OF SYSTEM CAPACITY.


(a) Subject to the terms and conditions of this Agreement, OCC hereby grants to ORBCOMM, which shall in turn be authorized to grant to third parties, including its resellers, licensees and subscribers: (i) the right to market, sell, lease and franchise all ORBCOMM System output capacity worldwide and to use the System Assets located in the United States; and (ii) a non-exclusive license, to use all logos, service marks, trademarks and trade names of OCC relating to the ORBCOMM System (the "Marks"), in the course of ORBCOMM's (or any of such third party's) business, for advertising, promotional or sales literature, or any other form of publicity for the duration of this Agreement. ORBCOMM agrees (and shall use all commercially reaso
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