EX-10.5.1



 




Exhibit 10.5.1









ORBCOMM Inc.

2115 Linwood Avenue, Suite 100

Fort Lee, NJ 07024




October 10, 2007




Re: Memorandum of Agreement by and between ORBCOMM Inc. (“ORBCOMM”) and Orbital
Sciences Corporation (“Orbital”) concerning modification to Amendment #1, dated as of
April 21, 2006 (the “Amendment”) of ORBCOMM Concept Demonstration Communication
Payload Procurement Agreement B10LG1192, dated November 3, 2004 (the “Procurement
Agreement”). Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Amendment.



Ladies and Gentlemen:



This Memorandum of Agreement sets forth the parties’ agreement to amend certain particulars
of the Amendment and, in consideration therefore, Orbital shall deliver and convey to
ORBCOMM all right, title, interest and possession to certain equipment as described below.



The liquidated delay damages set forth under Section 3(i) of the Amendment associated
delivery of Additional Payloads #3, 4, 5 and 6 are amended to commence on and including the
following dates:



	 	 	 
	Additional Payload #3:

	 	October 4, 2007
	Additional Payload (& antenna) #4:

	 	October 11, 2007 (also includes antenna for PL #3)
	Additional Payload (& antenna) #5:

	 	October 21, 2007
	Additional Payload (& antenna) #6:

	 	The date that is 75 days from the receipt by Orbital of the payload plate.






The restarted liquidated delay damages will be assessed at a rate of $8,500 USD per payload
per day starting on the onset dates shown above. The maximum liquidated delay damages shall
not exceed a cap of $850,000.00 USD as set forth in the Amendment.



The parties agree that the Holdback Amount of $680,000 under Section 3(vii) of the Amendment
shall be paid by ORBCOMM to a mutually agreeable third party escrow agent prior to the
launch of one or more of the Additional Payloads and shall be released to ORBCOMM or
Orbital, on a pro rata basis, in accordance with the terms of the Amendment.



AP Milestone #9 shall be split to account for the later delivery of Additional Payload #6 as
follows: Payment for successful completion of delivery of (i) Additional Payload # 5 and



 

Orbital Sciences Corporation • Space Systems Group • 21839 Atlantic Blvd., Dulles, VA 20166 • 703-948-8300




 









 












antenna shall be $350,000 USD and (ii) Additional Payload #6 and antenna shall be $150,000
USD.



Finally, Orbital shall deliver and convey to ORBCOMM all right, title, interest and
possession of the EGSE rack of equipment described on attached Schedule 1 (the “EGSE
Equipment”) currently in use by Orbital for the purpose of Additional Payload testing
together with the delivery of Additional Payload #5. Orbital agrees that its representations
and warranties set forth in Section 9.1 of the Procurement Agreement are true and correct
with respect to the EGSE Equipment.



Except as expressly modified in this Memorandum of Agreement, all other terms of the
Amendment, including all exhibits thereto, shall remain in full force and effect.



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



	 	 	 	 	 	 	 	 	 
	ORBCOMM INC.	 	 	 	ORBITAL SCIENCES CORPORATION
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ John J. Stolte
	 	 	 	By:
	 	/s/ Rob Cramer
	 

	 	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	Name:

	 	John J. Stolte
	 	 
	 	Name:
	 	Rob Cramer
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	EVP TECH & OPS
	 	 	 	Title:
	 	Director of Contracts
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	10/15/07
	 	 	 	Date:
	 	10/16/07
	 

	 	 
	 	 	 	 	 	 





 

Orbital Sciences Corporation • Space Systems Group • 21839 Atlantic Blvd., Dulles, VA 20166 • 703-948-8300




 









 












Schedule 1




	 	 	 	 	 	 	 	 	 
	ITEM	 	DESCRIPTION	 	PART NUMER	 	QTY.
	#	 	 	 	 	 	 
	1

	 	EGSE PAYLOAD RACK A ASSEMBLY
	 	S15872030000-01
	 	 	1	 
	2

	 	GPS RECEIVER — SYMMETRICOM
	 	XL-AK
	 	 	1	 
	3

	 	PRECISION C/N GENERATOR — NOISE/COM
	 	UFX-BER-IF1
	 	 	1	 
	4

	 	FREQUENCY COUNTER — FLUKE
	 	PM6685
	 	 	1	 
	5

	 	POWER METER — AGILENT
	 	E4418B
	 	 	1	 
	6

	 	POWER HEAD — AGILENT
	 	E9301H
	 	 	1	 
	7

	 	SPECTRUM ANALYZER — HP/AGILENT
	 	8560B
	 	 	1	 
	8

	 	SIGNAL GENERATOR — AGILENT
	 	E4434B
	 	 	1	 
	9

	 	SIGNAL GENERATOR — AGILENT
	 	E4438C
	 	 	1	 
	10

	 	ACE-360 COMM INTERFACE — ORBITAL
	 	4AA80000132-01
	 	 	1	 
	11

	 	VME RACK MOUNT CHASSIS — SYNERGY
	 	N/A
	 	 	1	 
	12

	 	TORREY MODEM CARD — TORREY SCIENCE
	 	N/A
	 	 	1	 
	13

	 	DSP CARD — SYNERGY
	 	DSP-440
	 	 	1	 
	14

	 	VTI CARD 48V — SYNERGY
	 	N/A
	 	 	1	 
	15

	 	POWER SUPPLY CHASSIS — AGILENT
	 	N6700B
	 	 	1	 
	16

	 	POWER SUPPLY CHASSIS — AGILENT
	 	N6700B
	 	 	1	 
	17

	 	POWER SUPPLY CHASSIS — AGILENT
	 	N6700B
	 	 	1	 
	18

	 	POWER MODULE 0-20V — AGILENT
	 	N6743B
	 	 	1	 
	19

	 	POWER MODULE 0-20V 15A — AGILENT
	 	N6773A
	 	 	1	 
	20

	 	POWER MODULE 0-8V — AGILENT
	 	N6732B
	 	 	1	 
	21

	 	PAYLOAD MONITOR PANEL — ORBITAL
	 	S15872030100-01
	 	 	1	 
	22

	 	EGSE PAYLOAD RACK B ASSEMBLY
	 	S15872030000-01
	 	 	1	 
	23

	 	SIGNAL GENERATOR — HP/AGILENT
	 	8643A
	 	 	1	 
	24

	 	RF SWITCH MATRIX — ORBITAL
	 	S158720303Y0-01
	 	 	1	 
	25

	 	ANTENNA SIMULATOR — ORBITAL
	 	S158720304Y0-01
	 	 	1	 
	26

	 	RF MONITOR PANEL — ORBITAL
	 	S15872030200-01
	 	 	1	 
	27

	 	Sun Workstation w/pasissim and atlas card software
	 	TBD
	 	 	1	 
	28

	 	Sun Keyboard
	 	TBD
	 	 	1	 






 

Orbital Sciences Corporation • Space Systems Group • 21839 Atlantic Blvd., Dulles, VA 20166 • 703-948-8300




 









 












	 	 	 	 	 	 	 	 	 
	29

	 	Sun Mouse
	 	TBD
	 	 	1	 
	30

	 	Sun Monitor
	 	TBD
	 	 	1	 
	31

	 	Desktop PC w/Labview license and Orbital Labview software
	 	TBD
	 	 	1	 
	32

	 	PC Keyboard
	 	TBD
	 	 	1	 
	33

	 	PC Mouse
	 	TBD
	 	 	1	 
	34

	 	PC Monitor
	 	TBD
	 	 	1	 
	35

	 	PAYLOAD EXTERNAL POWER INTERFACE CABLE
	 	S15872036200-01
	 	 	1	 
	36

	 	PAYLOAD EXTERNAL DATA INTERFACE CABLE
	 	S15872036000-01
	 	 	1	 
	37

	 	[Removed]	 	 	 	 	 	 
	38

	 	RF TEST PORT CABLES
	 	TBD
	 	 	3	 






 

Orbital Sciences Corporation • Space Systems Group • 21839 Atlantic Blvd., Dulles, VA 20166 • 703-948-8300