Exhibit 10.3





Exhibit 10.3




	 	 	 	 	 
	 

	 	* * *
	 	TEXT OMITTED AND FILED SEPARATELY
	 

	 	 	 	CONFIDENTIAL TREATMENT REQUESTED
	 

	 	 	 	UNDER 17 C.F.R. SECTIONS 200.80(b)(3),
	 

	 	 	 	200.80(b)(4) and 230.406






FIRST AMENDMENT TO ORBCOMM GENERATION 2 PROCUREMENT

AGREEMENT




This First Amendment to ORBCOMM Generation 2 Procurement Agreement (“Amendment”) is made and
entered into as of the 23rd day of August, 2011, by and between ORBCOMM Inc, a Delaware corporation
(“ORBCOMM”) with offices located at 22265 Pacific Boulevard, Dulles, VA 20166 and SIERRA NEVADA
CORPORATION, a Nevada corporation with offices located at 444 Salomon Circle, Sparks, NV 89434
(“SNC” or “SUPPLIER”).



WITNESSETH




WHEREAS, ORBCOMM and SNC entered into that certain ORBCOMM Generation 2 Procurement Agreement
dated as of May 5, 2008, and subsequently entered into five (5) Separate Task Orders, dated as of
May 20, 2010 (“Task Order #1”), August 31, 2010 (Task Orders #2 and #3), and December 15, 2010
(Task Orders #4 and #5) (collectively, including all referenced Exhibits thereto, the “Agreement”);
and




WHEREAS, ORBCOMM and SNC each desire to amend the Agreement, as reflected herein.



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 to amend the Agreement as follows:



ARTICLE 1 —  DEFINITIONS




Except as otherwise specifically defined herein, capitalized terms in this Amendment have the
meanings ascribed to them in the Agreement.



ARTICLE 2 —  REDEFINED SHIPSETS, REVISED MILESTONES AND MILESTONE PAYMENTS




2.1. Shipsets for Initial Order. The second sentence of the defined term “Shipset” is
revised to read as follows: “For the Initial Order of eighteen (18) Flight Satellites, subject to
Sections 2.5 and 3.2, the first Shipset (the “Initial Shipset”) shall have one (1) Flight Satellite
and the second Shipset shall have nine (9) Flight Satellites, and the third Shipset shall have
eight (8) Flight Satellites.”


 


 









 





2.2. Delivery, Completion of Pre-Shipment Reviews. The second sentence of Section
3.1(a) of the Agreement is revised to read as follows: “The Pre-Shipment Review shall be
Successfully Completed: (i) for the first Flight Satellite in time to deliver, test and integrate
the first Flight Satellite with the Falcon 9 Launch Vehicle currently expected to Launch on
November 30, 2011 (the “F9 COTS Mission”); (ii) for the next Shipset of nine (9) Flight Satellites
out of the Initial Order no later than September 15, 2012; and (iii) for the last Shipset of eight
(8) Flight Satellites out of the Initial Order no later than April 30, 2013.” The number of
Satellites in each Shipset may be adjusted by ORBCOMM in accordance with Article 9 of the Agreement
and in such event the parties will negotiate in good faith any consequential adjustments on
Milestone payments, delivery schedule, or any other contractual items affected by the change in
Satellite allocations per Shipset in accordance with Article 9 of the Agreement.



2.3. Pre-Shipment Reviews independent of Launch Vehicle availability. An additional
sentence is added to the end of Section 7.3.7 of the SOW, reading as follows: [* * *]



2.4 Special Provisions Relating to First Shipset. A new Section 3.2 is added to the
Agreement, as follows:




“Section 3.2 — Special Provisions Relating to First Shipset.




	 	(a)	 	SNC shall dedicate its efforts to launch the first
Flight Satellite (as defined in the engineering deviations approved by
ORBCOMM) on the F9 COTS Mission.
	 
	 	(b)	 	If the launch window for the F9 COTS Mission should
slip far enough into the future to allow completion and shipment of a
second Flight Satellite in time to make the Launch, SNC shall use
commercially reasonable efforts to work with ORBCOMM to support the
Launch of the second Flight Satellite on the F9 COTS Mission as provided
for in this Amendment, in which event the second Shipset would have eight
(8) Flight Satellites and the Milestone descriptions in the Milestone
Payment Schedule shall be revised accordingly.
	 
	 	(c)	 	SNC shall implement the “F9 COTS Launch Action
Plan,” as set forth in Exhibit A hereto.
	 
	 	(d)	 	Subject to the terms and conditions of Task Order
#2, tasks thereunder for the F9 COTS Mission shall be authorized in
increments of not less than $500,000.





2.5 Revised Milestone Schedule.




Section 5.1(a) of the Agreement is revised to read as follows:


 


 









 






“(a) Payments by ORBCOMM to SUPPLIER for the Initial Order shall be
made following Successful Completion of the Milestones as shown
below, but in no event earlier than ninety (90) days prior to the
scheduled completion date also as shown below:



Milestone Payment Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Payment %	 	 	 	 	 	 	Contract	 	 	 	 	 	 	Scheduled	 	 	Launch	 
	 	 	 	 	 	 	of Initial	 	 	Contract	 	 	Payment	 	 	Contract Cum	 	 	Completion	 	 	Group Sub-	 
	MS	 	Milestone Description	 	 	Order Price	 	 	Cum %	 	 	Amount	 	 	Payment Amount	 	 	Date	 	 	total	 
	1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[* * *]	 	 	 	 	 	 	 	 	 	 	 	 	 
	2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	117,000,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	117,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	CV:	 	$	117,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






* [* * *]





 


 









 







ARTICLE 3 —  PAYMENT ADJUSTMENTS FOR DELAY




3.1 Triggered LD’s. This Amendment notwithstanding, liquidated delay damages under
the current Agreement (based on the PSR scheduled completion dates existing prior to this
Amendment) in the amount of U.S. $[* * *] shall survive and may be applied by ORBCOMM in its
discretion in any combination as credits against future SNC invoices for Milestone payments, task
order payments, storage costs, and/or interest payments (if applicable).



3.2 Non-Triggered LD’s. SNC shall be at risk under Section 5.2(a) of the Agreement,
as revised by this Amendment, for up to an additional U.S. $[* * *] for delays with respect to the
Initial Order (the “Non-Triggered LD’s”). Clauses (i), (ii), and (iii) of Section 5.2(a) of the
Agreement are hereby revised to read as follows, as applicable to the Non-Triggered LD’s:




	 	“(i)	 	No additional payment adjustments for delay shall apply
for Shipset #1 delay in PSR; provided that, if the PSR for the first
Satellite is not completed in time to deliver, test and integrate the
first Satellite with the F9 COTS Mission, the “SC1 Pre-Shipment Review
(PSR)” Milestone [* * *] payment shall be reduced by
	 
	 	 	 	[* * *]% ($[* * *]) and the amount of such reduction shall instead be paid
by ORBCOMM upon the Successful Completion of “SC 2-10 Pre-shipment Review
(PSR)” Milestone [* * *];
	 
	 	(ii)	 	U.S. $[* * *] per day (starting with one hundred and
twenty-first (121st) day) per Shipset #2 delay in PSR, up to
U.S. $[* * *];
	 
	 	(iii)	 	U.S. $[* * *] per day (starting with sixty-first (61st)
day) per Shipset #3 delay in PSR, up to U.S. $[* * *]; and”




 


 









 










ARTICLE 4 — OPTIONS FOR ADDITIONAL SPACECRAFT




Pricing for ORBCOMM options for Optional Satellites in the current contract have expired.
Both parties desire an ongoing mechanism in addition to Article 9 of the Agreement to provide
ORBCOMM with pricing for Optional Satellites. SNC shall provide to ORBCOMM a binding proposal
within three (3) months after receipt of a written request for proposal (“RFP”) from ORBCOMM that
defines technical and contractual requirements for such Optional Satellites. This proposal shall
be either cost plus fixed fee (“CPFF”) or firm fixed price (“FFP”) as specified in the RFP. For a
CPFF proposal, SNC shall provide full cost visibility including payload pricing. The basis of
estimates for costs shall be included (for example, quotes for purchased materials).



ARTICLE 5 — INSURANCE




This Amendment has provisions for Milestone payments to SNC for one year Successful Operation
of the Satellites (Milestones [* * *] through [* * *] as set forth in Section 2.5 above). There is
no provision for insurance payments to protect SNC for loss of Milestone payments due to Launch
Vehicle failure or other causes of failure unrelated to Satellite performance (“Insurable Event”).
ORBCOMM shall provide a price quote from its insurance carrier(s) to add coverage to its policy to
protect SNC for the value of such Launch-dependent Milestones. SNC shall, at its option, pay the
additional premium associated with the value increase specifically for this coverage. If SNC does
pay this additional premium, ORBCOMM shall request its insurers to add SNC as an additional-insured
on the insurance policy and include direction for the insurance carrier(s) to make the loss
payments directly to SNC for the relevant on-orbit operation Milestones that were not achieved as a
result of the Insurable Event.



ARTICLE 6 — REQUEST FOR EQUITABLE ADJUSTMENT CLAIM




SNC has informed ORBCOMM that [* * *] has made a request for equitable adjustment claim (“[* *
*] Claim”) for additional incurred costs on the first two payload deliveries. SNC hereby releases
and holds ORBCOMM harmless from any and all costs claimed by SNC, [* * *], and/or [* * *] as
documented or requested in the [* * *] Claim. SNC shall demonstrate to ORBCOMM that similar changes
as made in Articles 3, 7(a), 7(b) and 7(c) of this Amendment have been flowed directly to [* * *]
under its subcontract with SNC.


 


 









 





ARTICLE 7 — OTHER TERMS AND CONDITIONS CHANGES





The following additional changes are made to the Agreement:




	 	(a)	 	The last two sentences of Section 7.4 of the Agreement are revised to read as
follows: “SNC shall bear the costs to eliminate or ameliorate the effects of such
failure until [* * *], unless the failure was caused by ORBCOMM’s acts or omissions in
operating such Satellite (not including operation by ORBCOMM in accordance with manuals
or directions provided by SNC) as demonstrated by flight data telemetry or other
objective evidence. Post-IOT support provided later than [* * *] or before that time
if the failure was caused by ORBCOMM’s acts or omissions in operating such Satellite
(not including operation by ORBCOMM in accordance with manuals or directions provided
by SNC) as demonstrated by flight data telemetry or other objective evidence shall, if
requested in writing by ORBCOMM, be provided on a Cost basis.”
	 
	 	(b)	 	An additional sentence is added to the end of Section 11.2 of the Agreement,
reading as follows: “Indemnification for third party liability shall not exceed the
“Total Price for the Satellites Ordered,” defined herein as the total Price of the
Initial Order plus any executed options for Optional Satellites, but not including the
price of any Task Orders added to the Agreement (including Task Orders #1 through #5).”
	 
	 	(c)	 	An additional sentence is added to the end of Section 4.3 of the Agreement,
reading as follows: “The parties shall agree to make reasonable changes to this
Agreement, such as modifying the place of delivery and/or delaying the passage of
title, as SNC may request in writing, to improve tax efficiencies with respect to any
Transfer Taxes, provided that any such change shall be economically neutral to
ORBCOMM.”
	 
	 	(d)	 	The grace period in Section 12.1(b)(i)(a) of the Agreement shall be increased
from [* * *] to [* * *] solely for Milestones 15 through 24.
	 
	 	(e)	 	The first sentence of Article 8A of the Agreement is revised to read as
follows: “ORBCOMM agrees that SNC retains a purchase money security interest in each
Satellite sold by SNC to ORBCOMM and to any sale proceeds thereof, until the following
Milestones have been paid or have been otherwise discharged: (a) for Shipset #1 at
Milestone [* * *] (SC 1 Pre-Shipment Review); (b) for Shipset #2 at Milestone [* * *]
(SC 2-10 Pre-Shipment Review); (c) for Shipset #3 at Milestone [* * *] (SC 11-18
Pre-Shipment Review); and (d) for any Optional Satellite, at PSR, in each case at which
time any security interest shall be deemed released and discharged without any further
action required.”




 


 









 










ARTICLE 8 — CREDIT FACILITY





Exhibit G to the Agreement is hereby replaced in its entirety by Exhibit G hereto.



ARTICLE 9 — MISCELLANEOUS




9.1. Choice of Law. This Amendment shall be construed in accordance with and governed
by the laws of the Commonwealth of Virginia, USA without giving effect to the provisions, policies
or principles thereof relating to choice or conflict of laws.



9.2. No Other Amendment. Except as expressly amended hereby, the terms and provisions
of the Agreement remain in full force and effect, and are ratified and confirmed by the parties.



9.3. Entire Agreement. The Agreement as modified by this Amendment and the respective
exhibits thereto (which are hereby made part thereof or hereof) contains the entire understanding
between the parties and supersedes all prior written and oral understandings relating to the
subject thereof or hereof. No representations, agreements, modifications or understandings not
contained therein or herein shall be valid or effective unless agreed to in writing and signed by
both parties.



9.4. Counterparts. This Amendment may be executed in any number of counterparts of
the signature pages, each of which shall be considered an original, but 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 day and
year first above written.




SIERRA NEVADA CORPORATION



	 	 	 
	By:
	 	 
	 

	 	/s/ Mark Sirangelo
	 

	 	Name: Mark Sirangelo
	 

	 	Title: Corporate Vice President, Space Systems Group






ORBCOMM INC




	 	 	 
	By:
	 	 
	 

	 	/s/ Marc Eisenberg
	 

	 	Name: Marc Eisenberg
	 

	 	Title: Chief Executive Officer






 


 









 





EXHIBIT A — F9 COTS Launch Action Plan




[* * *]




 


 









 







Exhibit G

Credit Facility




	 	 	 
	Preface:

	 	Sierra Nevada Corporation as the
Lender shall provide a Credit
Facility “Credit Facility” to
ORBCOMM Inc. as the Borrower, with a
maximum sum available of
$20,000,000.00 providing for cash
advances during the period from July
1, 2012 through the date that is 12
months after Successful Completion
of Milestone [* * *] (PSR for SATS
11-18), but will expire no later
than April 30, 2014; provided that
if Milestone [* * *] has not been
Successfully Completed by the
Scheduled Completion Date, then
Lender agrees to use its best
efforts to extend the term of the
Credit Facility for at least 12
months after the Successful
Completion of Milestone [* * *].
This Term Sheet contains the
material terms to be incorporated in
a Credit Facility Agreement to be
executed before November 30, 2011.
ORBCOMM will provide Lender 10 days
written notice of its intent to
establish the Credit Facility,
provided that Lender shall use its
best efforts to complete the Credit
Agreement documentation as soon as
practicable.
	 
	 	 
	Purpose:

	 	The proceeds of the Credit Facility
shall be used for making Milestone
payments under the Agreement,
working capital, capital
expenditures, letters of credit, and
other lawful corporate purposes.
	 
	 	 
	Amount:

	 	Up to Twenty Million dollars
($20,000,000), including outstanding
interest, outstanding from time to
time. This amount is subject to a
borrowing base (the “Borrowing
Base”) consisting of the sum of (i)
90% of billed receivables, not more
than 90 days past due and (ii)
Satellites designated by Borrower
valued at $6,500,000 per pledged
Satellite. The Borrowing Base may
also be expanded to include
collateral other than pledged
receivables and Satellites to the
extent agreed to in writing by
Lender and Borrower, and subject to
the maximum sum available of
$20,000,000.
	 
	 	 
	Commencement and Term:

	 	July 1, 2012 through the date that
is 12 months after Successful
Completion of Milestone [* * *] (PSR
for SATS 11-18), but no later than
April 30, 2014; provided that if
Milestone
[* * *] has not been Successfully
Completed by the Scheduled
Completion Date, then Lender agrees
to use its best efforts to extend
the term of the Credit Facility for
at least 12 months after the
Successful Completion of Milestone
[* * *].
	 
	 	 
	Draw Mechanism:

	 	ORBCOMM will provide Lender 15 days
advance notice of its intent to draw
on the Credit Facility for cash
advances, and 10 days advance notice
of its intent to draw on the Credit
Facility for Milestone payments that
are due and payable.
	 
	 	 
	Collateral:

	 	The Credit Facility shall be secured
by a first priority security
interest in pledged Satellites under
the contract dated May 5, 2008 as
well as accounts receivables or
other assets of Borrower and its
subsidiaries as described in the
“Amount” section above.
	 
	 	 
	Rate:

	 	Lender will flow down all applicable
interest rates and the associated
interest payment schedule of such
interest rates to the Borrower that
are established between the Lender
and the Lender’s credit facility
obtained from outside sources. The
Lender may also flow down
arrangement and upfront fees to the
Borrower on a pro-rata share of the
aggregate principal amount of the
Credit Facility. The Lender will
not flow down administrative agency
fees to the Borrower. The total fee
is estimated to be 0.25% of the
aggregate principal amount.
	 
	 	 
	Payments:

	 	The Borrower may prepay the Credit
Facility in whole or in part at any
time without penalty, subject to
reimbursement to the Lender of any
breakage costs the Lender may incur
with outside funding sources. The
Credit Facility will be paid in
full, including any interest
payments and any expenses related
thereto, within 12 months after the
Successful Completion of Milestone
[* * *] (PSR for SATS 11-18), but no
later than April 30, 2014; provided
that if Milestone [* * *] has not
been Successfully Completed by the
Scheduled Completion Date, then
Lender agrees to use its best
efforts to extend the term of the
Credit Facility for at least 12
months after the Successful
Completion of Milestone [* * *].






 


 









 





	 	 	 
	Covenants:

	 	In order to draw on the Credit
Facility, Borrower must have
positive Adjusted EBITDA (as the
Borrower publishes in its Earnings
Release) as demonstrated at the
close of the most recent fiscal
quarter and every quarter thereafter
until the Credit Facility is paid in
full subject to customary waiver
provisions.
Covenants as to the disposition or
pledging of Borrower’s assets shall
be limited to collateral pledged to
Lender, and financial covenants
shall be limited to achieving
positive Adjusted EBITDA on an
annual basis.
Borrower must at all times be
current on other accounts receivable
balances owed to SNC.
	 
	 	 
	Events of Default:

	 	Events of default include, without
limitation, the following: (i)
nonpayment of principal, interest,
fees or other amounts; (ii)
violation of covenants; (iii)
inaccuracy of representations and
warranties; (iv) cross-default to
other material agreements and
indebtedness; (v) bankruptcy and
other insolvency events; (vi)
creditor or forfeiture proceedings;
and (vii) actual or asserted
invalidity of any loan documentation
or security interests.
	 
	 	 
	Additional:

	 	The Lender will be allowed to
conduct due diligence to verify that
Borrower has positive Adjusted
EBITDA; as well as to verify the
existence of the Collateral pledged
from time to time throughout the
term the Credit Facility is being
used.
The Borrower will provide
representations regarding the
accuracy and completeness of
specified financial documents
submitted to support utilization of
the Credit Facility from time to
time as required under herein.
The Borrower shall provide, or cause
to be provided, to the Lender the
Borrower’s audited
consolidated/consolidating financial
statements along with applicable
compliance certifications regarding
the Collateral. As long as the line
is being utilized the Borrower will
provide the Lender with a monthly
A/R aging to support the accounts
receivable amounts pledged under the
line.