exv10w3



 





EXHIBIT 10.3


[***] in this exhibit
indicates that a confidential portion of the exhibit has been
omitted; such portion has been filed separately with the Securities
and Exchange Commission.



ORBIMAGE NON-COMMERCIAL AMENDED

AND RESTATED ACCESS AGREEMENT




     THIS ORBIMAGE NON-COMMERCIAL AMENDED ACCESS AGREEMENT (the “Agreement”) is
entered into this 2nd day of April, 2004 by and between ORBIMAGE Inc., a
corporation organized and existing under the laws of Delaware (“ORBIMAGE”),
whose principal place of business is 21700 Atlantic Blvd., Dulles, Virginia,
20166 United States of America, [**********************************] Taiwan,
Republic of China and amends and restates in its entirety the ORBIMAGE
Non-Commercial Access Agreement, dated February, 2003, between ORBIMAGE and
[*****].



RECITALS




     WHEREAS, ORBIMAGE is authorized by the United States Department of
Commerce (the “DOC”) to operate a private remote-sensing space system subject
to the terms and conditions of a license dated May 5, 1994, granted by the DOC,
a summary of which is attached as Appendix A (the “DOC License”); and



     WHEREAS, ORBIMAGE is in the business of providing high resolution
satellite imagery to commercial and government users throughout the world; and



     WHEREAS, [*****] desires to access ORBIMAGE’s private high resolution
remote-sensing space system capacity to image the Imaging Area (as defined
herein) on the terms set forth herein; and



     WHEREAS, ORBIMAGE desires to provide such satellite access and capacity to
[*****], subject to the terms and conditions of the DOC License and the terms
and conditions set forth in this Agreement.



     NOW THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by this reference, the mutual covenants, agreements,
representations and warranties contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:



SECTION 1. DEFINED TERMS





Capitalized terms used in this Agreement shall have the meanings set forth
below:




“Additional Access Time” has the meaning set forth in Section 3 (b)(ii)
hereof.




“Confidential Information” has the meaning set forth in Section 16(o)
hereof.



 









 





     “Designated Earth Station” means the earth station (or stations)
designated by [*****], to be located in [***************], that shall be
capable of receiving, processing and archiving OrbView Data.



     “Disclosing Party” has the meaning set forth in Section 16(o) hereof.



     “DOC” has the meaning set forth in the Recitals.



     “DOC License” has the meaning set forth in the Recitals.



     “Effective Date” means the date set forth in the first paragraph of this
Agreement evidencing the date this Agreement entered into full force and
effect.



     “Effective Imaging Range” means the four hundred ninety (490) kilometer
radius from the nadir point of the High Resolution Satellite along any position
of the High Resolution Satellite’s orbital path.



     “Guaranteed Annual Minimum” has the meaning set forth in Section 8(b)
hereof.



     “High-Resolution Satellite” means the high-resolution imaging satellite
being constructed by ORBIMAGE or its affiliates that is currently designated
“OrbView-3”.



     “Imaging Area” means the geographic region within the radius of the
Designated Earth Station’s reception antenna.



     “Korea” means the land area comprising South Korea and North Korea.



     “Land Remote Sensing Policy Act” means The Land Remote Sensing Policy Act
of 1992 (15 U.S.C.S Section 5601 et seq.), the regulations promulgated
thereunder (22 C.F.R. Part 120, et seq.), both as amended from time to time,
and any successor or replacement law or regulations.



     “Minimum Access Time” has the meaning set forth in Section 3 (b)(i)
hereof.



     “OFAC” has the meaning set forth in Section 3(d).



     “Operational Date” shall mean March 1, 2004 or the date upon which
ORBIMAGE, in its sole discretion, declares the OrbView-3 satellite to be
operational if after March 1, 2004 (whether due to system checkout, legal
licensing reasons or other).



     “Operational Year” shall initially mean the period commencing on the
Operational Date and ending on December 31, 2004 and, if this Agreement is
extended (or not terminated pursuant to Section 11 hereof), each succeeding
twelve-month period thereafter during the term of this Agreement.



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




2









 





     “OrbView Data” means one–meter panchromatic and four-meter multispectral
data sets generated by the High-Resolution Satellites and transmitted directly
to the Designated Earth Station or transmitted to [*****] by other means.



     “OrbView Image” means one 8 km x 8 km panchromatic or multispectral image
or a similar image produced from OrbView Data.



     “Payment Bond” has the meaning set forth in Section 8(a) hereof.



     “Performance Parameters” means the performance parameters for the High
Resolution Satellites and the OrbView Data as set forth on Appendix B hereto.



     “Permitted Governmental Transferees” has the meaning set forth in Section
3(d).



     “Person” means an individual, a corporation, a partnership, an
association, a joint-stock company, a limited liability company, a trust, an
unincorporated organization, or a government or political subdivision thereof.



     “Receiving Party” has the meaning set forth in Section 16(o) hereof.



     “Recorded OrbView Images” has the meaning set forth in Section 3(c).



     “Refund Amount” has the meaning set forth in Section 10(b).



     “Standard Operating Procedures” has the meaning set forth in Section 3(b).



     “Territory” means the Republic of China.



SECTION 2. TERM




     Subject to Section 11 below, the term of this Agreement shall commence on
the Effective Date hereof and shall continue in effect through December 31,
2004; provided that, at [*****]’s option, this Agreement may continue in effect
until March 31, 2005, upon pro-rated terms.



SECTION 3. [*****] RIGHTS AND OBLIGATIONS




     (a) Designated Earth Stations. During the term of this Agreement, [*****]
shall operate the Designated Earth Stations, at its expense. [*****] shall
also be responsible, at its expense, for establishing and operating the e-mail
and Internet communications links necessary for system management purposes
between the Designated Earth Stations and the ORBIMAGE control center located
in the United States designated by ORBIMAGE. [*****] shall obtain and maintain
during the term of this Agreement all approvals or licenses of all governmental
authorities within the Territory necessary to construct, operate and maintain
the Designated Earth



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




3









 





Stations and all other approvals or licenses of any other governmental
authorities necessary to otherwise perform its obligations under this
Agreement.




     (b) Tasking and Reception Rights. During the term of this Agreement and
subject to the terms and conditions hereof and of the DOC License, [*****]
shall have the non-exclusive right to request ORBIMAGE to task the High
Resolution Satellite to image areas within the Imaging Area for the sole
purpose of receiving OrbView Data and Recorded OrbView Images at the Designated
Earth Stations for [*****] use hereunder. [*****] shall have the following
rights to receive OrbView Data and Recorded OrbView Images from the High
Resolution Satellite:



     (i) Subject to Section 5 below, ORBIMAGE will make available to [*****]
[*************************************] of daylight time during which [*****]
may request ORBIMAGE to task the High Resolution Satellite to image areas
within the Imaging Area for the sole purpose of receiving OrbView Data and
Recorded OrbView Images at the Designated Earth Stations (“Minimum Access
Time”). To the extent [*****] uses less than the Minimum Access Time in any
month, a portion of such unused time may be carried over into subsequent
periods on terms set forth in the Standard Operating Procedures (as defined
below). If during the initial term or any extension of the term of this
Agreement the Operational Year is less than a twelve-month period, the Minimum
Access Time shall be pro rated based on the actual number of months (or part
thereof) that elapsed prior to the expiry of such term. Minimum Access Time
will be allocated to [*****] in designated boundary windows. A “boundary
window” for the OrbView-3 High Resolution Satellite means the period of time
measured in minutes and seconds that the OrbView-3 High Resolution Satellite
spends (i) imaging and slewing between targets during daylight hours when the
OrbView-3 High Resolution Satellite is over the Imaging Area and/or (ii)
transmitting OrbView Data or Recorded OrbView Images to the Designated Earth
Stations.



     (ii) Subject to Section 5 below, in addition to the Minimum Access Time,
[*****] shall have the right to request additional satellite access time
(“Additional Access Time”), subject to High Resolution Satellite availability
(including, but not limited to, operational availability and excess capacity
availability), during which time [*****] may task the High Resolution Satellite
to image areas within the Imaging Area for the sole purpose of receiving
OrbView Data and Recorded OrbView Images at the Designated Earth Stations. The
Additional Access Time will be allocated to [*****] in designated boundary
windows.



     All tasking requests and related details hereunder shall be in accordance
with ORBIMAGE’s Standard Operating Procedures, to be provided to [*****] by
ORBIMAGE following the launch of the High-Resolution Satellite, as such
procedures may be amended, modified or changed by ORBIMAGE from time to time
(“Standard Operating Procedures”).



     (c) Reception of Recorded OrbView Data. At ORBIMAGE’s sole discretion,
during the term of this Agreement and subject to the terms and conditions
hereof, [*****] shall have the right, on a non-priority basis, to receive a
limited number of OrbView Images per month of any area in the world outside of
the Imaging Area that are capable of being stored on the High Resolution
Satellite’s recorder (“Recorded OrbView Images”). All requests for Recorded



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




4









 





OrbView Images shall be in accordance with ORBIMAGE’s Standard Operating
Procedures. Notwithstanding the foregoing, [*****] acknowledges and agrees
that ORBIMAGE has existing contractual arrangements or may in the future enter
into contractual arrangements with other parties prohibiting ORBIMAGE from
providing OrbView Images of other areas in the world outside of the Territory.
If prohibited by such contractual arrangements, [*****] shall have no right to
receive such Recorded OrbView Images under this Agreement.




     (d) No Resale of OrbView Data; Restrictions on Use. [*****] shall not
sell, assign, license, lease, distribute, transmit or otherwise dispose of any
OrbView Data or any OrbView Images generated therefrom to any Person,
including, without limitation, (i) any Person who is headquartered in,
organized under the laws of or a citizen of any country on the U.S. State
Department list of terrorist countries, (ii) any Person who is subject to
sanctions administered by the U.S. Treasury Department, Office of Foreign
Assets Control (“OFAC”), including, without limitation, Persons who are
designated by OFAC from time to time as “Specially Designated Nationals or
Blocked Persons,” or (iii) any Person who under U.S. laws, regulations or
orders is otherwise prohibited from receiving such products. Notwithstanding
the foregoing, [*****] shall have the right to provide OrbView Images and
copies thereof to the Ministry of National Defense of the Republic of China and
its agencies for non-commercial purposes (a “Permitted Governmental
Transferee”); provided, that [*****] does not receive any compensation
therefor; and provided further that each Permitted Governmental Transferee
prior to receiving such OrbView Images or copies thereof shall agree in writing
to be bound by all of the terms and conditions of this Agreement, except that
any Permitted Governmental Transferee receiving such copies shall not have the
right to sell, assign, license, lease, distribute, transmit or otherwise
dispose of such images without ORBIMAGE’s prior written consent.



     (e) Data Copies of Unenhanced OrbView Data. To support ORBIMAGE’s
compliance with its obligations under the DOC License, [*****] agrees that it
shall maintain copies of all unenhanced OrbView Data received from ORBIMAGE
hereunder and shall provide ORBIMAGE with copies of such OrbView Data promptly
after ORBIMAGE’s written request therefor, on a cost reimbursable basis. In
the event that [*****] determines that it will destroy any OrbView Data, it
shall provide ORBIMAGE with copies of all such data, on a cost reimbursable
basis, prior to destroying the OrbView Data.



     (f) Standard of Conduct. [*****] agrees that it shall act in accordance
with the highest ethical and commercial standards in performing its obligations
hereunder and that it shall not take any actions which would harm the
reputation, goodwill or business of ORBIMAGE.



     (g) Payment Terms. [*****] shall pay ORBIMAGE for the right to task
OrbView-3 to image the Imaging Area and the right to receive and use OrbView
Data and OrbView Images and the other rights granted [*****] by ORBIMAGE in
this Section 3 pursuant to the payment terms and provisions set forth in
Section 8 below.



     (h) Limitation on Imagery of Korea. Notwithstanding herein anything to
the contrary, [*****]’s rights under this Agreement are subject to the
following limitations: (i) ORBIMAGE’s current Korean licensee has priority use
of OrbView-3 when OrbView-3 is within the Effective



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




5









 





Imaging Range of Korea; and (ii) [*****]’s right to receive OrbView Data
of Korea from OrbView-3 is subject to the consent of ORBIMAGE’s current Korean
licensee.




SECTION 4. ORBIMAGE RIGHTS AND OBLIGATIONS




     (a) Tasking and Transmission of OrbView Data of Imaging Area. During the
term hereof and subject to the terms and conditions set forth herein and of the
DOC License, including, without limitation, Sections 5 and 8, ORBIMAGE shall
task the High Resolution Satellites to image areas within the Imaging Area as
requested by [*****] pursuant to Section 3(b), and shall transmit the requested
OrbView Data of the Imaging Area directly to [*****] at the Designated Earth
Station.



     (b) Delivery of Recorded OrbView Images. During the term hereof and
subject to the terms and conditions set forth herein, ORBIMAGE shall deliver
Recorded OrbView Images to the Designated Earth Stations, in accordance with
ORBIMAGE’s Standard Operating Procedures, which may include direct transmission
or indirect transmission via another ORBIMAGE ground station, as determined by
ORBIMAGE and requested by [*****] pursuant to Section 3(c).



     (c) Limitations on Obligations. Notwithstanding anything herein to the
contrary, ORBIMAGE’s obligations under this Agreement are limited by, and
ORBIMAGE shall have the right to curtail or terminate the transmission of
OrbView Data because of:




          (i) The technical limitations and capabilities of the
High-Resolution Satellites, including, without limitation, temporary or
permanent failures of the High-Resolution Satellites or related systems;




          (ii) The requirements of the Land Remote Sensing Policy Act and any
regulations, rules, licenses, executive orders or similar orders
promulgated thereunder;




          (iii) Any actions by the United States Government which limits or
precludes ORBIMAGE’s performance hereunder; or




          (iv) Any actions by any foreign governmental authority (other than
the United States Government) which is outside of the control of ORBIMAGE
and which limits or precludes ORBIMAGE’s or [*****]’s performance
hereunder; or




          (v) [*****]’s noncompliance with or breach of its obligations as set
forth herein, including, but not limited to, nonpayment of any amounts
required to be paid by [*****] hereunder or its failure to implement and
enforce the OrbView Data Protection Plan as provided in Section 7(b).



SECTION 5. UNITED STATES GOVERNMENT; OTHER CUSTOMERS




ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




6









 








     (a) U. S. Government. No provision of this Agreement shall restrict
ORBIMAGE from granting the U.S. Government the right, on a priority basis, to
request tasking of the High Resolution Satellites over the Imaging Area and
downlink of OrbView Data or OrbView Images of the Imaging Area for
non-commercial purposes or from complying with any of the terms and conditions
under the DOC License.



     (b) Other Customers. Nothing contained in this Agreement shall prohibit
ORBIMAGE from licensing any Person to directly downlink OrbView Data or OrbView
Images of the Imaging Area or any other area in the world to a ground station
located in the Imaging Area for commercial purposes or otherwise restrict
ORBIMAGE from distributing OrbView Data or OrbView Images in the Imaging Area.



SECTION 6. GROUND STATION PROCUREMENT




     [*****] agrees to procure, construct and operate a ground station capable
of receiving and processing OrbView Data on or before the Operational Date.
The terms and conditions of such procurement and construction shall be governed
by a separate agreement to be entered into by [*****] and the ground station
provider. [*****] shall notify ORBIMAGE in writing upon the successful
completion of acceptance testing of the ground station or if [*****] is unable
to meet the deadlines set forth in this Section 6.



SECTION 7. [*****] RIGHTS IN ORBVIEW DATA




     (a) Non-Exclusive License to OrbView Data and OrbView Images; Ownership of
Recording Media. Notwithstanding anything in this Agreement to the contrary,
[*****] shall own the media on which it records the OrbView Data and OrbView
Images, and to the extent [*****] has made all payments due and owing under
this Agreement with respect to the OrbView Data and/or OrbView Images, shall
have a non-exclusive, irrevocable and perpetual license to use the OrbView Data
and OrbView Images it received prior to the expiration or termination of this
Agreement on the terms and conditions set forth in this Agreement. [*****]
acknowledges and agrees that all OrbView Data and OrbView Images are
copyrighted by ORBIMAGE, with all rights reserved. [*****] further
acknowledges and agrees that any and all right, title and interest in and to
the OrbView Data and OrbView Images to be received by [*****] under this
Agreement and the ownership thereof remains fully vested in ORBIMAGE. [*****]
shall have no ownership or other rights with respect to the OrbView Data and
OrbView Images other than the right to receive and use such OrbView Data and
OrbView Images for so long as permitted by ORBIMAGE in accordance with the
provisions of this Agreement. [*****] shall not make any claims or exercise
any rights or remedies to obtain title to or ownership of the OrbView Data
and/or OrbView Images after the date hereof.



     (b) Data Protection Plan. [*****] agrees and acknowledges that ORBIMAGE
is the holder of valuable exclusive proprietary rights in the OrbView Data and
OrbView Images and agrees to take appropriate measures to protect those rights
with respect to any OrbView Data



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION





7









 








received by [*****], including, without limitation, implementing and enforcing
the OrbView Data Protection Plan to be provided by ORBIMAGE to [*****], as
amended, modified or changed by ORBIMAGE from time to time hereafter.




     (c) Legend. [*****] shall print in a noticeable and conspicuous fashion
the following notice on all copies of OrbView Images it produces:




“© [year of reception] ORBIMAGE Inc. All Rights Reserved. Reproduced by
[[*****]] under license from ORBIMAGE Inc.”



In the event ORBIMAGE changes its corporate name, ORBIMAGE will notify [*****]
in writing of this name change. As soon as practicable after receipt of such
notification, [*****] shall replace ORBIMAGE Inc. with the new ORBIMAGE
corporate name in the copyright notice required on all copies of OrbView Images
by this Section 7(c).




SECTION 8. PAYMENT TERMS




     (a) Guaranteed Minimum Annual Payments. Commencing on the Operational
Date, [*****] guarantees that it shall pay ORBIMAGE a minimum of Four Million
Four Hundred and Fifty Thousand Dollars ($4,450,000) per Operational Year
during the term of this Agreement (the “Guaranteed Annual Minimum”) for the
rights granted under Section 3 of this Agreement whether or not [*****]
exercises such rights for the Minimum Access Time. [*****] shall pay ORBIMAGE
the Guaranteed Annual Minimum in three installments in the manner provided in
section 8(c)(i). On or before the Effective Date, [*****] shall establish (and
maintain during the term hereof) a payment bond for the benefit of ORBIMAGE in
such form and from such U.S. financial institution as are reasonably acceptable
to ORBIMAGE in the amount of the Guaranteed Annual Minimum (the “Payment Bond”)
in order to guaranty the three installment payments of the Guaranteed Annual
Minimum. In the event of any default in the payment of the Guaranteed Annual
Minimum or any installment payments thereof, ORBIMAGE shall have the right
immediately to draw upon such Payment Bond for the amount of such default. If
this Agreement is extended to March 31, 2005, [*****] shall promptly establish
an additional Payment Bond in the amount of [****************] for the
additional period.



     (b) Invoicing for Guaranteed Annual Minimum. [*****] shall pay ORBIMAGE
the Guaranteed Annual Minimum in three installments during the term hereof.
For each period, ORBIMAGE shall issue an invoice for the amount due, in
septuplicate, on the first day following such period. The first installment in
the amount of [****************] for the period ended May 31, 2004 shall be
payable within 10 days of ORBIMAGE’s invoicing of [*****] for such period. The
second installment in the amount of [****************] for the period ended
August 31, 2004 shall be payable within 10 days of ORBIMAGE’s invoicing of
[*****] for such period. The third installment in the amount of
[****************] for the period ended on December 31, 2004 shall be payable
within 10 days of ORBIMAGE’s invoicing of [*****] for such period. If this
Agreement is extended to March 31, 2005, an additional installment in the
amount of [****************] for the period ended March 31, 2005 shall be
payable within 10



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION





8









 








days of ORBIMAGE’s invoicing of [*****] for such period. For each period,
ORBIMAGE shall issue an invoice in septuplicate on the first day following such
period.




     (c) Records. [*****] shall keep accurate records of its activities
pertaining to purchases of OrbView Data and Images that give rise to the
payment requirements of this Section 8. Such records shall be in a form that
is sufficient to demonstrate compliance with the provisions of this Agreement.
This obligation shall survive two (2) years following the expiration or
termination of this Agreement.



SECTION 9. TAXES




     (a) It is the intention of the parties hereto that ORBIMAGE shall not be
responsible for the payment of any taxes, other than U.S. Income Taxes, with
respect to any actions of or payments by ORBIMAGE or [*****] pursuant to this
Agreement. “U.S. Income Taxes” means taxes on or measured by net income
imposed by the United States Government, any state of the United States, or any
locality, municipality or subdivision thereof. Accordingly, all payments owed
by [*****] to ORBIMAGE hereunder shall be made free and clear of any deductions
or withholding for taxes, contributions or otherwise and of any liability
therefor. In the event [*****] is required by law to withhold any amount from
any payment made hereunder, the relevant amount payable shall be increased by
such amount as is necessary to make the actual amount received by ORBIMAGE
after such withholding equal to the amount that would have been received had no
withholding been required, and [*****] shall make such withholding and pay the
amount withheld to the relevant taxation authority. [*****] shall obtain from
the applicable taxing authority and forward to the other party a certificate of
payment of such withholding tax or deduction in such form as shall be
acceptable to the tax authorities having jurisdiction over ORBIMAGE.



     (b) In the event that any jurisdiction (including, without limitation, any
jurisdiction in the Territory) imposes or seeks to impose any taxes, other than
U.S. Income Taxes, on ORBIMAGE as a result of or in connection with ORBIMAGE’s
performance of this Agreement or its receipt of payment hereunder, [*****]
shall indemnify and hold harmless ORBIMAGE, on an after-tax basis, for the full
amount of (i) any such additional taxes required to be paid by ORBIMAGE, (ii)
any penalties, interests or additions to any such tax, (iii) any expenses
incurred by ORBIMAGE in connection with contesting the imposition of such
additional taxes, and (iv) any other costs or expenses incurred by ORBIMAGE in
connection therewith.



SECTION 10. SYSTEM OUTAGES AND FAILURE




     (a) System Outages. In the event ORBIMAGE is unable to effect taskings
for or transmit OrbView Data to [*****] as a result of a limitation
contemplated by Section 4(c)(i)-(iv) above for more than five (5) consecutive
days during any Operational Year, [*****]’s sole and exclusive remedy shall be
to receive as liquidated damages from ORBIMAGE an amount equal to
[********************************] for each day in excess of five (5)
consecutive days in which ORBIMAGE is unable to effect such taskings; provided,
however, that in no event shall



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION






9









 








ORBIMAGE’s total damages exceed [***********] of the Guaranteed Annual Minimum
and; provided further, that ORBIMAGE shall have no payment obligation under
this Section 10(a) if ORBIMAGE provides, whether through a third party or
otherwise, substitute downlink service, satellite imagery of equivalent or
better performance or other alternatives mutually acceptable to ORBIMAGE and
[*****].




     (b) Satellite Failure. If ORBIMAGE determines in its sole discretion that
the High-Resolution Satellites have failed such that ORBIMAGE cannot effect
taskings for or transmit OrbView Data or OrbView Images to [*****], either
party shall be entitled to terminate this Agreement and ORBIMAGE shall have no
liability and incur no penalty as a result thereof other than to pay the amount
due under Section 10(a) for the period remaining in the Operational Year.



     (c) System Performance. In the event that the High-Resolution Satellites
do not meet the Performance Parameters in any material respect, then the
parties shall negotiate in good faith to appropriately modify the provisions of
this Agreement relating to the non-performing High-Resolution Satellite.



     (d) Failure to Provide Minimum Access Time. In the event ORBIMAGE is
unable to provide [*****] the Minimum Access Time in any month (an average of
[**********]) (a “Shortfall”), then ORBIMAGE shall use commercially reasonable
efforts to make up the Shortfall during the remaining months of the Operational
Year so that ORBIMAGE satisfies its obligation to provide [*****] with the
Minimum Access Time by the end of such Operational Year. If ORBIMAGE is unable
to eliminate a Shortfall by the end of the Operational Year and [*****] and
ORBIMAGE extend this Agreement to December 31, 2005, ORBIMAGE shall continue to
use commercially reasonable efforts to make up the Shortfall during the term of
the renewal hereof.



SECTION 11. TERMINATION; RENEWAL OPTION




     (a) DOC Approval. The parties acknowledge that this Agreement is subject
to review and approval by the DOC. This agreement shall automatically
terminate with no further action required by either party and with no liability
or penalty to either party if (i) DOC disapproves the Agreement, or (ii) DOC
approves the Agreement subject to certain conditions, and ninety (90) days
after receiving notice of such conditions the parties are unable after good
faith negotiations to agree on an amendment hereto that satisfactorily
addresses such conditions.



     (b) Termination by ORBIMAGE. This Agreement may be terminated by ORBIMAGE
at any time after the occurrence of any of the following events by written
notice to [*****]:




          (i) [*****] shall fail to pay the Guaranteed Annual Minimum or any
other amount when due hereunder, and such failure shall remain uncured
for a period of twenty (20) days after the due date thereof;



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




10









 









          (ii) [*****] shall breach its obligations under Sections 3(d) (No
Resale of OrbView Data; Restrictions on Use) or 15 (Compliance with
Laws);




          (iii) [*****] shall breach any of its representations, warranties,
covenants or other obligations under this Agreement (other than its
payment obligations hereunder or its obligations under Sections 3(d) or
15), and such breach shall remain uncured for a period of thirty (30)
days after receipt by [*****] of written notice thereof;




          (iv) The failure of the OrbView-3 satellite, in which case ORBIMAGE
shall be entitled to terminate this Agreement pursuant to Section 10(b);




          (v) Any amendment to or termination of ORBIMAGE’s DOC License that
results in ORBIMAGE being unable to perform its obligations hereunder;
and




          (vi) Any law, regulation or order is enacted or adopted by any
governmental authority that prohibits ORBIMAGE from (A) causing OrbView
Data to be downlinked in the Territory, (B) delivering OrbView Data to
[*****], or (C) otherwise performing its obligations hereunder.



     (c) Termination by [*****]. This Agreement may be terminated by [*****]
at any time after the occurrence of any of the following events by written
notice to ORBIMAGE:




          (i) ORBIMAGE shall fail to observe or perform or breach any of its
covenants, representations, warranties or other obligations under this
Agreement (unless such failure is excusable under Section 4(c) above),
and such failure to observe or perform shall remain uncured for a period
of thirty (30) days after receipt by ORBIMAGE of written notice thereof;
or




          (ii) ORBIMAGE shall become insolvent, admit in writing its inability
to pay its debts as they become due, make a general assignment for the
benefit of creditors, suffer or permit the appointment of a receiver for
its business or assets, initiate or become subject to a proceeding under
bankruptcy wherein ORBIMAGE is declared insolvent or pursues a
liquidation or wind up. This section shall expressly exclude any of the
foregoing relating to ORBIMAGE’s current Chapter 11 bankruptcy proceeding
and pursuit of a plan of reorganization by ORBIMAGE.




          (iii) [*****] shall provide ORBIMAGE with sixty (60) days prior
written notice that insufficient funds have been appropriated or made
available to [*****] to pay
the Guaranteed Annual Minimum during the next Operational Year and in
such event [*****] and ORBIMAGE, after negotiations in good faith, have
beeen unable to agree to modifications to this Agreement that would
continue this Agreement in effect during such next Operational Year.



     (d) Option to Extend Term. This Agreement may be extended for an
additional term of one (1) year on such terms and conditions, including,
without limitation, pricing, as



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION





11









 








ORBIMAGE and [*****] shall mutually agree in writing at least ninety (90) days
prior to the expiration of the term of this Agreement.




SECTION 12. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION




     (a) Representations and Warranties. Each of ORBIMAGE and [*****]
represents and warrants to the other as follows:




          (i) Such party is duly organized and in good standing under the laws
of its jurisdiction of organization and in each other jurisdiction where
such organization or good standing is required for the performance of
this Agreement;




          (ii) Such party has the power and authority, corporate, governmental
or otherwise, to enter into this Agreement and to perform its obligations
hereunder, and the execution, delivery and performance of the Agreement
by such party has been duly authorized by all necessary action;




          (iii) The Agreement has been duly executed and delivered by such
party and constitutes a legally valid and binding obligation of such
party, enforceable against such party in accordance with its terms; and




          (iv) Such party’s entry into and performance under this Agreement
does not violate any its certificate of incorporation, bylaws or similar
constituent documents, or any law, rule or regulation, judicial,
administrative or executive order, or contractual commitment by which
such party or its assets is bound.



     (b) Indemnification. Each of ORBIMAGE and [*****] (each, an
“Indemnifier”) agrees to indemnify and hold harmless the other (the
“Indemnitee”) from and against all claims, demands or liabilities (including
reasonable attorneys’ fees) asserted by third parties against the Indemnitee
arising out of or in connection with the Indemnifier’s breach or asserted
breach of this Agreement or any representations, warranties, covenants or
agreements contained herein. This indemnification obligation shall survive the
expiration or termination of this Agreement.



SECTION 13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY




     (a) [*****] HEREBY ACKNOWLEDGES AND AGREES THAT ORBIMAGE HAS NOT MADE NOR
SHALL IT BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
TO [*****], EXPRESS OR IMPLIED, WITH RESPECT TO THE ORBVIEW DATA, ORBVIEW
IMAGES, THE HIGH-RESOLUTION SATELLITES, OR ANY SERVICES AND/OR PRODUCTS TO BE
PROVIDED UNDER THIS AGREEMENT. [*****] EXPRESSLY DISCLAIMS AND EXPRESSLY
WAIVES, RELEASES AND RENOUNCES, ANY AND ALL WARRANTIES OF ORBIMAGE, EXPRESS OR
IMPLIED, ARISING BY LAW, COURSE OF



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION





12









 








PERFORMANCE, CUSTOM OR USAGE IN THE TRADE OR OTHERWISE, WITH RESPECT TO
ANY PRODUCTS OR SERVICES TO BE PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR AGAINST INFRINGEMENT. Without limitation of the foregoing, ORBIMAGE does
not represent or warrant that the services and products to be provided by
ORBIMAGE to [*****] hereunder shall be provided free of omissions, errors
delays or interruptions.




     (b) Limitation of Liability.




          (i) [*****] acknowledges and agrees that the High-Resolution
Satellites are new, untested systems that entail a high degree of risk
and that there can be no assurance that the High-Resolution Satellites
will be constructed, deployed or operated, that they will be an
economically viable system, or that they will perform in accordance with
the Performance Parameters, even if constructed, deployed and operated.
[*****] further acknowledges and agrees that the rights to use the
OrbView Data hereunder granted to [*****] is subject to approval by the
Government of the United States of America, and that under certain
circumstances, the United States Government could limit or prohibit
ORBIMAGE’s performance hereunder. Accordingly, [*****] acknowledges and
agrees that in the event of the termination of this Agreement by [*****],
ORBIMAGE’s sole and exclusive liability to [*****] hereunder shall be to
pay the amount, if any, as provided in Sections 10(a) or 10(b) hereof.
Without limitation of the foregoing, ORBIMAGE shall have no liability to
[*****] for any claims, damages, losses, expenses, costs or other
liabilities, including, without limitation, attorney’s fees, incurred by
[*****], directly or indirectly, as a result of any delays in the
development, construction or deployment of the High-Resolution
Satellites, any failure of the High-Resolution Satellites or any
component thereof to perform in accordance with the Performance
Parameters, any loss of one or more of the High-Resolution Satellites, or
ORBIMAGE’s inability to perform hereunder as a result of any action by
the United States Government or any other governmental authority.




          (ii) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT
SHALL ORBIMAGE HAVE ANY LIABILITY OR OBLIGATION TO [*****] UNDER THIS
AGREEMENT FOR REVENUE OR PROFIT, BUSINESS INTERRUPTION, OR FOR ANY
SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES HEREUNDER, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN
IF [*****] HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



SECTION 14. [INTENTIONALLY LEFT BLANK]




SECTION 15. COMPLIANCE WITH LAWS




ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION






13









 








     (a) DOC License. [*****] acknowledges that this Agreement and ORBIMAGE’s
performance hereunder is subject to the terms and conditions of the DOC
License. Without limitation, the DOC License requires ORBIMAGE to operate the
High Resolution Satellites in a manner that preserves the United States
national security and observes international obligations and foreign policies
of the United States and that [*****] abide by the terms and conditions of the
DOC License addressing United States national security, international
obligations and foreign policies. Accordingly, [*****] hereby agrees that it
shall abide by the terms and conditions of the DOC License addressing United
States national security and international obligations and foreign policies.
In addition, [*****] agrees to abide by all other terms and conditions of the
DOC License and any other obligations that may be imposed from time to time
pursuant to the DOC License.



     (b) Compliance with U.S. and Other Laws. Each of the parties shall comply
in all material respects with all applicable laws, rules and regulations of any
applicable governmental authority in the performance of its obligations
hereunder. In particular, [*****] agrees that it shall comply fully with all
United States laws and regulations applicable to this Agreement, including,
without limitation, (i) the Land Remote Sensing Act, and (ii) the Foreign
Corrupt Practices Act (15 U.S.C. Section 78dd-1, et seq.) (the “FCPA”) and
applicable regulations.



     (c) FCPA. [*****] represents and warrants that in connection with its
obligations under this Agreement, and any services performed for, on behalf of,
or for the benefit of ORBIMAGE, [*****] has not, directly or indirectly or
indirectly, offered, paid, promised to pay or authorized the payment of, any
money, any gift, or anything of value:




          (i) to any person who is an official, agent, officer, employee or
representative of any government, including, without limitation, any
department, agency, or instrumentality thereof, and any person acting in
an official capacity therefor or on behalf thereof;




          (ii) to any customer or potential user of the OrbView Data;




          (iii) to any candidate for political office, any political party or
any official of a political party; or




          (iv) to any other person or entity while knowing that all or any
portion of such money, gift of thing of value will be offered, given or
promised, directly or indirectly, to any of the foregoing persons.



     (d) Facilitating Payments. [*****] represents, warrants and covenants
that no gratuity, gift or payment of any nature has been, or will be accepted
or made where the intent of the offeror was, or is, to influence unlawfully the
entering into or performance of this Agreement. [*****] also represents that
any facilitating gratuity or gift offered or made that is expressly permitted
under the FCPA and the terms of this Agreement shall meet the following
conditions:



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




14









 






          (i) be consistent with applicable social and ethical standards, and
accepted business practices;




          (ii) be of such limited value as not to be deemed a bribe, payoff or
any other form of improper inducement or payment, and




          (iii) be of such nature that its disclosure will not embarrass
ORBIMAGE.



     [*****] acknowledges that it has read and understands the FCPA.



     (e) Export Control and Munitions Regulations. [*****] acknowledges that
ORBIMAGE is subject to United States Arms Export Control Act and International
Traffic In Arms Regulations (22 U.S.C. Section 275 et seq., 22 C.F.R. Part 120,
et seq.) and other laws and regulations which govern the export of certain
technology related to the transmission and receipt of OrbView Data. [*****]
agrees that it shall not directly or indirectly do any act or take any action
which will constitute a violation or which will cause ORBIMAGE to violate such
laws or regulations and [*****] will do all things necessary for ORBIMAGE to
comply with such laws and regulations.



     (f) Permits. Each party shall be solely responsible for securing any
permits or licenses it may need to fulfill its obligations under this
Agreement. Without limitation, ORBIMAGE shall be solely responsible for
securing any permits or licenses it may need to export products from the United
States under this Agreement and [*****] shall be solely responsible for
securing any permits or licenses it may need to import deliverables under this
Agreement into the Territory.



SECTION 16. MISCELLANEOUS




     (a) Notices. All notices given under this Agreement must be in writing
and must be given by (i) hand delivery, (ii) facsimile, (iii) by a recognized
international overnight courier guaranteeing at least three-day delivery or
(iv) by registered or certified mail, return receipt requested and postage
prepaid (if available), to:



	 	 	 	 	 	 	 
	 	 	ORBIMAGE:
	 
	 	 	 	 	 	 
	

	 	 	 	ORBIMAGE	 	 
	

	 	 	 	21700 Atlantic Boulevard	 	 
	

	 	 	 	Dulles, VA 20166	 	 
	

	 	 	 	Telephone: (703) 480-7544	 	 
	

	 	 	 	Facsimile: (703) 480-7527	 	 
	

	 	 	 	Attention: Timothy J. Puckorius	 	 
	 
	 	 	 	 	 	 
	 	 	[*****]:
	

	 	 	 	[***************]	 	 







ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




15









 








	 	 	 	 	 	 	 	 
	 	

	 	[**************]	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	Telephone: [**************]
	 	 	 	Facsimile: [**************]
	 	 	 	Attention: [**************]







All such notices shall be deemed to have been duly given: (i) when receipt
acknowledged, if faxed; (ii) five (5) business days after the date of mailing
by sender, or (iii) the date of actual receipt, if given by hand or
international courier.




     (b) Successors and Assigns. This Agreement shall be binding upon the
parties, their successors and permitted assigns. Neither this Agreement nor
any interests or duties of [*****] hereunder may be assigned (by operation of
law or otherwise) by [*****] without the express written consent of ORBIMAGE.



     (c) Entire Agreement. This Agreement contains the entire understanding
between [*****] and ORBIMAGE and supersedes all prior written and oral
understandings relating to the subject hereof. Any modification or amendment
of this Agreement must be in writing and signed by both Parties.



     (d) Governing Law and Jurisdiction. This Agreement and any and all claims
arising under this Agreement or related to the subject matter hereof shall be
governed by and construed in accordance with the laws of the Commonwealth of
Virginia, without giving effect to the conflict of law rules thereof.



     (e) [*********************]



     (f) Force Majeure. Except as otherwise provided herein, neither party
shall be held responsible for failure or delay in performance, delivery or data
transmission if such failure or delay is the result of an act of God, the
public enemy, embargo, governmental act, fire, accident, war, riot, strikes,
inclement weather or other cause of a similar nature that is beyond its
control. In the event of such occurrence, this Agreement shall be amended by
mutual agreement to reflect an extension in the period of performance and/or
time of delivery. Failure to agree on an equitable extension shall be
considered a dispute and resolved in accordance with Section 14. This Section
16(f) shall not apply to any failure to perform or delay in performance of any
payment obligations hereunder irrespective of the cause.



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION





16









 








     (g) Costs. Except as herein otherwise expressly set forth, each party
shall bear its own costs and expenses incident to the negotiation and
performance of this Agreement.



     (h) Waiver. It is understood and agreed that no failure or delay by
ORBIMAGE or [*****] in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or further exercise thereof, or the exercise of any other
right, power or privilege hereunder. No waiver of any term or condition of
this Agreement shall be deemed to be a waiver of any subsequent breach of any
term or condition. All waivers must be in writing and signed by the party
sought to be bound.



     (i) Survival. Sections 7, 8(c), 9, 10(b), 11(d), 12(b), 13 and 16 shall
survive the expiration of the term or any termination of this Agreement.



     (j) Severability. If any part of this Agreement shall be held
unenforceable, the remainder of this Agreement will nevertheless remain in full
force and effect.



     (k) Headings; Appendixes. Headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose. The appendixes, exhibits and schedules described in
this Agreement and attached hereto are an integral part hereof and are
incorporated herein by this reference.



     (l) Independent Contractors. [*****] and ORBIMAGE are independent
contractors to one another, neither party has the authority to bind the other
in any way or to any third party, and nothing in this Agreement shall be
construed as granting other party the right or authority to act as a
representative, agent, employee or joint venture of the other.



     (m) Communications in English. The Parties agree that all communications,
notices or any written material to be provided by ORBIMAGE to [*****] or by
[*****] to ORBIMAGE under this Agreement shall be in English.



     (n) Payments. All payments due and payable to ORBIMAGE hereunder shall be
paid in U.S. Dollars in immediately available funds to the bank account
specified by ORBIMAGE in writing.



     (o) Confidential Information; Disclosure.



          (i) A party hereto may from time to time, while this Agreement remains in
effect, disclose (the “Disclosing Party”) to another party hereto (the
“Receiving Party”) certain Confidential Information (as hereinafter defined)
regarding the Disclosing Party. Except as expressly permitted by this
Agreement, for a period of three (3) years from the date of disclosure of such
Confidential Information, the Receiving Party shall protect the Confidential
Information of the Disclosing Party from unauthorized dissemination, using the
same degree of care which the Receiving Party ordinarily uses with respect to
its own proprietary information, but in no event with less than reasonable
care. The Receiving Party shall not use the Confidential Information of the
Disclosing Party for any purpose not expressly permitted by this Agreement,



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




17









 








and shall limit the disclosure of the Confidential Information of the
Disclosing Party to the employees or agents of the Receiving Party who have a
need to know such Confidential Information for purposes of this Agreement, and
who are, with respect to the Confidential Information of the Disclosing Party,
bound in writing by confidentiality terms no less restrictive than those
contained herein. The Receiving Party shall provide copies of such written
agreements to the Disclosing Party upon request; provided, however, that such
agreement copies shall themselves be deemed the Confidential Information of the
Receiving Party.




          (ii) Definition of Confidential Information. For purposes of this
Agreement, the term “Confidential Information” shall mean (a) software, in
object and source code form, and any related technology, idea, algorithm or
information contained therein, including without limitation any trade secrets
related to any of the foregoing; (b) a party’s product plans, designs, costs,
prices and names; non-published financial information, marketing plans,
business opportunities, personnel, research, development or know-how; (c) any
information designated by the Disclosing Party as confidential in writing or,
if disclosed orally, designated as confidential at the time of disclosure; and
(d) the terms and conditions of this Agreement.



          (iii) The parties hereby agree that the obligations of a party set forth
in this Section 16(o) shall not apply, and such party shall have no further
obligations, with respect to any Confidential Information of the other party to
the extent that such Confidential Information:




	 	(A)	 	is generally known to the public at
the time of disclosure or becomes generally known
through no wrongful act on the part of such party;
	 
	 	(B)	 	came into such party’s possession
after the date hereof and prior to disclosure hereunder
other than as a result of any breach of any legal
obligation hereunder;
	 
	 	(C)	 	is independently developed by such
party following the date hereof without reference to or
reliance upon the Confidential Information; or
	 
	 	(D)	 	is required to be disclosed by such
party to comply with applicable laws or governmental
regulations, provided that such party provides prior
notice of such disclosure to such other party and takes
reasonable and lawful actions to avoid and/or minimize
the extent of such disclosure.





Notwithstanding this Section 16(o), a party may disclose the terms and
conditions of this Agreement or its existence to third parties having a need to
know, such as auditors, banks, financial advisors or other third parties
entering into or considering entering into a material transaction with a party,
provided such third parties are bound to an obligation of confidentiality.




ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




18









 








          (iv) The Receiving Party shall return to the Disclosing Party, destroy or
erase all Confidential Information of the Disclosing Party in tangible form:
(a) upon the written request of the Disclosing Party; or (b) upon the
expiration or termination of this Agreement, whichever comes first, and in both
cases, an authorized officer of the Receiving Party shall certify promptly and
in writing that it has done so.



          (v) The parties acknowledge that the unauthorized disclosure or use of
any Confidential Information could cause irreparable harm and significant
injury to the Disclosing Party, the extent and consequences of which may be
impossible to assess. Therefore, the parties agree that if a party believes
its Confidential Information is about to be, or has been, disclosed contrary to
this Agreement, that party has the right to seek an immediate injunction
enjoining any, or any further, breach of this Agreement in addition to any
other legal or equitable remedies such party may be entitled to pursue.



          (vi) Notwithstanding the foregoing, [*****] acknowledges that ORBIMAGE
may be required by law to submit this Agreement to the U.S. Department of
Commerce and the U.S. Securities and Exchange Commission and consent to such
disclosure.



     (p) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original and all of which
together shall constitute one and the same instrument.



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




19









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.



	 	 	 
	

	 	ORBIMAGE INC.
	 
	 	 
	

	 	By:                                                         
	

	 	Name:                                                         
	

	 	Title:                                                         
	 
	 	 
	

	 	[************************]
	 
	 	 
	

	 	By:                                                         
	

	 	Name:                                                         
	

	 	Title:                                                         







ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION







20









 








Appendix A




DOC License Summary




     The following is a summary of the principal terms and conditions of the
license, as amended to date (the “License”), granted to ORBIMAGE Inc.
(“Licensee”) by the United States Department of Commerce, National Oceanic and
Atmospheric Administration, National Environmental Satellite Data and
Information Service, under Title II of the Land Remote Sensing Policy Act of
1992 (the “Act”).



     1. The License is granted for the sole purpose of operating a private land
remote-sensing space system. The License was granted on May 5, 1994, for the
OrbView-3 High Resolution Satellite and is valid for the life of the Orbview-3
High Resolution Satellite system. The issuance of the License does not relieve
the Licensee of the obligation to obtain export or other licenses from
appropriate U.S. Government agencies pursuant to applicable statutes.



     2. The License includes the following requirements:




          A. Compliance With the Act. Licensee must comply with the
requirements of the Act and any applicable regulations issued pursuant to
the Act.




          B. U.S. National Security Requirements.




               (i) Licensee must operate the system in a manner that
preserves the national security and observes the international
obligations and foreign policies of the United States. Licensee is
required at all times to maintain positive control of the
spacecraft including safeguards to ensure the integrity of
spacecraft operations. Licensee is also required to maintain and
make available to the U.S. Government, as requested, a record of
all satellite tasking operations, for the previous year.




               (ii) During periods when national security of international
obligations and/or foreign policies may be compromised, as defined
by the Secretary of Defense (“DOD”) or the Secretary of States,
respectively, the Secretary of Commerce may, after consultation
with appropriate agency(ies), require Licensee to limit data
collection and/or distribution by the system to the extent
necessitated by the given situation. During those periods when,
and for those geographic areas, that the Secretary of Commerce has
required Licensee to limit distribution, Licensee shall, on
request, make the unenhanced data thus limited from the systems
available exclusively, by means of government furnished rekeyable
encryption on the downlink, to the U.S. Government. The costs and
terms associated with meeting this condition will be negotiated
directly between the Licensee and DOD (for the U.S. Government) in
accordance with Section 507(d) of the Act.



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION




21









 









               (ii) Licensee must ensure that all encryption devices used are
approved by the U.S. Government for the purpose of denying
unauthorized access and use of these data during periods when
national security or international obligations and/or foreign
policies may be compromised. Licensee must provide sufficient
documentation to the U.S. Government on the Licensee’s downlink
data format to assure this access.



            C. Provision of Unenhanced Data to Foreign Governments. Licensee
must make available to the Government of any country (including the
United States) unenhanced data concerning the territory under the
jurisdiction of such Government as soon as such data are available and on
reasonable cost terms and conditions.



            D. Provision
of Unenhanced Data to U.S. Department of Interior
Archive. Licensee must make available unenhanced data requested by the
National Satellite Land Remote Sensing Data Archive (the “Archive”) in
the Department of the Interior on reasonable cost terms as agreed by
Licensee and the Archive. After a reasonable period of time, as agreed
with the Licensee, the Archive may make these data available to the
public at a price equivalent to the cost of fulfilling user requests.
Before purging any data in its possession, the Licensee shall offer such
data to the Archive at the cost of reproduction and transmission. The
Archive may make these data available immediately to the public at a
price equivalent to the cost of fulfilling user requests.



            E. Disposal of Satellites. Upon termination of operations under the
License, Licensee must dispose of any satellite in space in a manner
satisfactory to the President. To meet this condition and to deal with
any circumstances involving the satellite’s end of life/termination of
mission, the Licensee must obtain a priori U.S. Government approval of
all plans and procedures to deal with the safe disposition of the
satellite (e.g., burn on reentry or controlled deorbit).



            F. Changes to Satellite System Specifications. Licensee may not
change the operational specifications of the satellite system from the
License’s application as submitted, which would result in materially
different capabilities than those described in the application, without
obtaining approval to amend the License from the National Environmental
Satellite, Data, and Information Service (“NESDIS”). NESDIS will consult
with the appropriate Federal agencies, as required by the Act, before
taking final action on the amendment.



            G. Approval of Significant Agreements. Licensee must notify NESDIS
of any significant or substantial agreement Licensee intends to enter
with a foreign nation, entity, or consortium involving foreign nations or
entities at least 60 days before concluding such agreement. Significant
or substantial agreements include, but are not limited to, agreements
which would provide for the tasking of the satellite and its sensors,
provide for real-time direct access to unenhanced data, or involve
high-volume data purchase agreements. NESDIS, in consultation with the
appropriate agencies, shall review the



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION





22









 








proposed agreement to ensure that it is consistent with the terms
and conditions of the License. Specifically, the agreement shall require
that the foreign entity will abide by the conditions in the License
addressing national security and international obligations and foreign
policies. If NESDIS, in consultation with appropriate agencies,
determines that the proposed agreement will compromise national security
concerns or international obligations or foreign policy, NESDIS will so
advise the Licensee.




     H. Civil Penalties. Violations of the Act or of any condition of
the License could subject Licensee to civil penalties.



ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION





23










 





Appendix B




Performance Parameters




EXPECTED PERFORMANCE OF THE ORBVIEW-3 SYSTEM




1) Imaging Modes & Resolution:




	 	 	 
	Panchromatic:

	 	1-meter resolution (8-kilometer swath)
	Multispectral:

	 	4-meter resolution (8-kilometer swath)







2) Bandwidths:




	 	 	 
	Panchromatic:

	 	0.45 to 0.90 microns
	Multispectral:

	 	(Blue band) 0.45 to 0.52 microns
	

	 	(Green band) 0.52 to 0.60 microns
	

	 	(Red band) 0.625 to 0.695 microns
	

	 	(NIR band) 0.76 to 0.90 microns







3) Detector Dynamic Range:




     11 Bit Detector Dynamic range for both Panchromatic & Multispectral data



4) Orbital Characteristics:




      Polar sun-synchronous orbit

      94 minutes per orbit

      10:30 a.m. crossing time

      Revisit any target within 3 days

      Average 10 minutes of imaging time each orbit



5) MTF:




      [************]



6) Accuracy:




      Horizontal = 12 meters (90%)

      Vertical = 12 meters (90%)


 ORBIMAGE INC.

CONFIDENTIAL AND PROPRIETARY INFORMATION


24