exv10w2w2



 





EXHIBIT 10.2.2


[***] 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.



AMENDMENT NO. 2

TO AMENDED AND RESTATED DISTRIBUTOR LICENSE AGREEMENT




     THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED DISTRIBUTOR LICENSE
AGREEMENT (this “Amendment”) is made and entered into as of May 3, 2003, by and
between Orbital Imaging Corporation, a Delaware corporation (“ORBIMAGE”), whose
principal place of business is at 21700 Atlantic Boulevard, Dulles, Virginnia
20166 United States of America, Korea Aerospace Industries, Ltd. A corporation
organized and existing under the laws of the Korea (“Licensee”), whose
principal place of business sis 135, Seosomun-Dong, Jung-Gu, Seoul 100-737
Korea, and [*******************************].



RECITALS




     WHEREAS, ORBIMAGE and Licensee are parties to that certain Amended and
Restated Distributor License Agreement, dated September 1, 2000, as amended by
Amendment No. 1 dated November 7, 2002 (collectively, the “Agreement”);



     WHEREAS, the Parties desire to amend the Agreement further to, among other
things, extended the OrbView-3 System satellite launch deadline to June 30,
2003, and agree that ORBIMAGE will grand MacDonald, Dettwiler and Associates
Ltd. (“MDA”) a non-exclusive license to install ORBIMAGE proprietary
decompression software in the ground processing system to be delivered by MDA
to Licensee and used by Licensee solely for the purpose of processing OrbView-3
System satellite imagery.



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



Article 1 – Amendments to Section 4 of the Agreement




     (a) ORBIMAGE and Licensee herby amend Section 4 of the Agreement by
deleting Section 4(b)(ii) in its entirety and replacing it with the following:



               “(ii) Notwithstanding the foregoing, in the event the OrbView-3 System
satellite has not been launched by June 30, 2003, or such rescheduled date
mutually agreeable to the parties if the launch is delayed due to a cause
attributable to the launch facility and beyond the reasonable control of
ORBIMAGE, then ORBIMAGE and Licensee shall each have the option to terminate
this Agreement immediately, provided, that written notice of such termination
must be delivered to the other party no later than July 15, 2003, or fifteen
(15) days after any such rescheduled launch date (or the first business day
thereafter if such date falls on a weekend or holiday). In the event this



 









 




Agreement is terminated pursuant to this Section 4(b)(ii), neither party shall
have any liability to the other party hereunder.”




     (b) ORBIMAGE and Licensee herby amend Section 4 of the Agreement by adding
new Section 4(b)(xiii) as follows:



               “(xiii) Grant to MDA a non-exclusive, non-transferable and royalty-free
license in form and substance acceptable to ORBIMAGE (the “Software License
Agreement”) to install ORBIMAGE proprietary decompression software in the
ground processing system to be delivered by MDA to Licensee solely for the
purpose of Licensee processing OrbView-3 System satellite imagery. The parties
agree that the rights to be granted under the Software License Agreement have a
market value of approximately [***********************]. ORBIMAGE shall have
no obligation to provide any hardware components to MDA or Licensee that may be
necessary or desirable for the operation of the ORBIMAGE proprietary
decompression software.”



Article 2 – Miscellanous




     (a) Capitalized terms not otherwise defined herein shall have the meaning
set forth in the Agreement.



     (b) Except as expressly modified or amended hereby, all of the terms and
conditions of the Agreement shall remain in full force and effect.



     (c) This Amendment 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.


IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the date first above written.




	 	 	 	 	 	 	 
	ORIBITAL IMAGING CORPORATION	 	 	 	KOREA AEROSPACE
	

	 	 	 	 	 	INDUSTRIES, LTD.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	

	 	 	 	

	Matthew O’Connell	 	 	 	 
	Chief Executive Officer	 	Name:	 	 
	

	 	 	 	 	 	

	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	








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