AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
    
    1. CONTRACT ID CODE
    
    PAGE  1 OF 4 PAGES
 2. AMENDMENT/MODIFICATION NO.
    
    3. EFFECTIVE DATE
    
    4. REQUISITION/PURCHASE REQ. NO.
    
    5.PROJECT NO. (If applicable)P00027
    
    
    
    See Block 16C6. ISSUED BY
    
    CODE
    
    HM0210
    
    7. ADMINISTERED BY (If other than item 6)g
    
    CODE
    
    62LESSERMMNatl Geospatial-Intelligence Agen.ATTN: ACR/MS-P15012310 Sunrise Valley DriveRESTON VA 20191-34498. NAME AND ADDRESS OF
CONTRACTOR (No., Street, county, State and ZIP Code)
    

þ    9A. AMENDMENT OF SOLICITATION NO.ORBIMAGE, INC.21700
ATLANTIC BLVD
    
    
    
    
    

9B.
DATED (SEE ITEM 11)DULLES VA 201666801þ     10A. MODIFICATION OF CONTRACT/ORDER NO.HM157304C001410B. DATED (SEE ITEM 13)CODE     8248422490000
    
    
    
    FACILITY CODE
    
    09/30/2004
  o
    
    The above numbered solicitation is amended as set forth in
Item 14. The hour and date specified
for receipt of Offers      o is extended. o is not extended.Offers must acknowledge receipt of this amendment prior to the hour and date specified in the
solicitation or as amended, by one of the following methods: (a) By completing
Items 8 and 15, and reluming  copies of the amendment; (b) By acknowledging receipt of this
amendment on each copy of the offer submitted; or (c) By
separate letter or telegram which includes a reference to the solicitation and amendment numbers.
FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE
DESIGNATED  FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE
SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by
virtue of this amendment you desire to change an offer already submitted, such change may be made
by telegram or letter, provided each telegram or letter makes
reference to the solicitation and this amendment, and is received prior to the opening hour
and date specified.
 (If required)
  CHECK ONE
    
    A.   THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority)THE
CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM
10A.B.   THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
ADMINISTRATIVE CHANGES (such as changes in paying office,
appropriation date,  etc.)SET FORTH IN ITEM 14, PURSUANT TO THE
AUTHORITY OF FAR 43.103(b).C.   THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:D.   OTHER (Specify type of modification and authority)þ
    
    Mutual Agreement of the Parties
 o þ
 (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)




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CONTINUATION SHEET
    
    REFERENCE NO. OF DOCUMENT BEING CONTINUED 
HM157304C0014/P00027
    
    PAGE
2
OF
4
 
 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
    UNIT
    
    UNIT PRICE
    
    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)as a single nine (9) month performance period: April
1, 2010 through December 31, 2010.)Attachment 1, Statement of Work, Appendix F, is
modified to revise the requirement for refreshing
imagery under the Service Level Agreement (SLA) World
Map requirement to permit varied refresh rates over
different portions of the Globe, and to revise the
SLA Performance Criteria, eliminating Criteria # 5
and redistributing its weight against the remaining
Criteria.Accordingly, the contract is modified as follows:1. Under Section B, Supplies or Services and
Prices/Costs, Paragraph B.7 Option Line Item 0006 
Imagery Acquisition COMMERCIAL IMAGERY (change page 4
is attached hereto):The first paragraph is revised to read: The scope
of effort for this firm fixed price line item is
defined in Attachment 1 Statement of Work Section 4.2
and Appendix D. The total potential CLIN 0006
performance period is from April 1, 2010 through
December 31, 2010, on a Service Level Agreement (SLA)
basis. CLIN 0006 will have an initial performance
period of three (3) months, followed by six one (1)
month potential Option period extensions (July 1,
2010 through December 31, 2010). This effort is
priced at the amount set forth below.The total estimated firm fixed price (FFP) is revised
to indicate a monthly fee of $12,500,000. The total
estimated FFP remains unchanged at $112,500,000.The last paragraph is revised to read: Additionally,
associated CLINs 0002, 0003, 0004, and 0005 will also
be extended as appropriate to match the CLIN 0006
performance period.2. Under Section H, Special Contract Requirements,
Paragraph H.28 Exercise of Options (change page 21A
is attached hereto):The requirement to exercise options within thirty
(30) days prior to the end of the current contract
period is revised to fifteen (15) days.Continued ...
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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##### 



CONTINUATION SHEET
    
    REFERENCE NO. OF DOCUMENT BEING CONTINUED 
HM157304C0014/P00027
    
    PAGE
3
OF
4
 
 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
    UNIT
    
    UNIT PRICE
    
    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    (E)
    
    (F)A second paragraph is added as follows: For CLINs
0002, 0003, 0004, 0005, and 0006, the Option periods
will be initially exercised for three (3) months,
followed by potential extensions in monthly
increments through December 31, 2010.3. Under Section J  List of Attachments, Attachment
1, NextView Statement of Work (SOW) Revision Version
17 dated 23 December 2009 is revised to read
NextView Statement of Work (SOW) Revision Version 18
dated 04 February 2010. Change page 31 is attached
hereto.4. Under Attachment 1, NextView Statement of Work
(SOW) Revision Version 17 dated 23 December 2009:Cover Page is revised to reflect new Revision 18 and
a new date of February 4, 2010. Change page Cover
Page is attached hereto.Appendix F, Section 2.2.1, Part 1 World Map, third
Paragraph, after the first sentence the following new
sentence is added: The government may unilaterally
lower the refresh rate gap for defined areas of
interest as mission needs dictate. Change page F-3
is attached hereto.Appendix F, Section 2.3.2, Performance Criteria,
Table 2, is revised to delete Criteria #5 (90% World
Map sqkm delivered on Routine Timeline), and
redistribute the 20% Criteria #5 Hold Back against
the remaining four Criteria. The Hold Back for each
criterion is increased by 5%, from 20% to 25%.
Change page F-6 is attached hereto.5. Under Line Item CLIN 0005  System Engineering
Services Support, the CY2010 labor rates are
incorporated into the contract as delineated in the
attachment to this modification entitled GeoEye
CY2010 CLIN 0005 Negotiated Rates.xls. Discount
Terms:Net 30Delivery Location Code: SEESCHSee ScheduleContinued ...
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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##### 



CONTINUATION SHEET
    
    REFERENCE NO. OF DOCUMENT BEING CONTINUED 
HM157304C0014/P00027
    
    PAGE
4
OF
4
 
 ITEM NO.
    
    SUPPLIES/SERVICES
    
    QUANTITY
    
    UNIT
    
    
    UNIT PRICE
    
    
    AMOUNT(A)
    
    (B)
    
    (C)
    
    (D)
    
    
    (E)
    
    
    (F)Payment:DFAS Acct. Mtn. & Control/JDACATTN: DFAS-IN-FI-JAM  DEP 32488899 E. 56th StreetIndianapolis, IN 46249Customer Service 1-888-332-7366---FAX 1-866-894-8007FOB: DestinationPeriod of Performance: 02/01/2007 to 03/31/2010Change Item 0006 to read as follows (amount shown isthe obligated amount):0006
    
    NextView COMMERCIAL IMAGERY PROGRAM
    
    
    
                                
    0.00Amount: $112,500,000.00 (Option Line Item)03/01/2010Fully Funded Obligation Amount$112,500,000.00Product/Service Code:  7640Product/Service Description: MAPS, ATLASES,CHARTS, & GLOBESPeriod of Performance: 04/01/2010 to 06/30/2010
 NSN 7540-01-152-8067
    
    
    
    OPTIONAL FORM 336 (4-86)Sponsored by GSAFAR (48 CFR) 53.110




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1.
    
    GeoEye-1 FOC2.
    
    March 31, 2009 *
 
 *
    
    CLIN 0003 unit prices contained in Appendix D, Table 4-2.a. of the SOW, Contract Attachment 1,
are effective February 1, 2007 through October 31, 2007. CLIN 0003 unit prices contained in Table
4-2.b. are effective November 1, 2007 and remain unchanged in the event that CLIN 0003 is extended
beyond December 31, 2008. B.5 Line Item CLIN 0004  Firewire Drives and Other Media
 $500,000 $500,000
  B.6 Line Item CLIN 0005  System Engineering Services Support
   B.7 Option Line Item 0006- Imagery Acquisition COMMERCIAL IMAGERY
     
 Page 4 of 31




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H.25 NGA: 5X52.227-9001 Activities That Affect U.S. Persons (DEC 2004)
  H.26 Warranty of Services (May 2001)
 Definitions.
 within 30 days from the date of acceptance by the
Government for the service
provided.
 (1)
    
    That the Contractor shall correct or reperform any defective or nonconforming services
within a period of 90 days; or(2)
    
    That the Government does not require correction or reperformance.
  H.27 Emergencies, Disasters, and Humanitarian Efforts
    H.28 Exercise of Options
   H.29 Segregation of Costs




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SECTION J  LIST OF ATTACHMENTS
 Attachment
    
    Description1
    
    NextView Statement of Work (SOW) Revision Version 18
dated 4 February 20102
    
    Government Furnished Property3
    
    DD254, Contract Security Classification Specification
Revision 4 dated May 12, 20094
    
    List of Data Delivered with Government Purpose Rights5
    
    List of Data with Limited Rights6
    
    Statement of Work, NextView System Engineering Services dated October
31, 2007




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##### 



NextView-ORBIMAGE
 Volume 8.0___Revised Version 18
 Statement of Work
 For:
    
    By:National Geospatial-Intelligence Agency
    
    ORBIMAGE, Inc.4600 Sangamore Road
    
    21700 Atlantic BoulevardBethesda, MD 20816-5003
    
    Dulles, VA 20166
 04 FEB 10
 
 
 Restrictions on Use, Publication, or Disclosure of Proprietary Information
  WARNING: The export of technical data without approval from the U.S. Department of State is
prohibited by the Arms Export Control Act, Title 22, U.S.C., Sec. 2751, et seq. and the
International Traffic in Arms Regulations (ITAR), 22 C.F.R. Sec 120, et seq. Violations of these
laws and regulations carry severe criminal penalties.




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##### 



Contract# HM1573-04-C-0014
    
    (ORBIMAGE LOGO)
    Section 2.2.2 Part 2 Indefinite Quantity Ad Hoc Collection Service
  within outside
     
 Volume 8 Statement of Work  February 4, 2010
    
    Page F-3




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Contract# HM1573-04-C-0014
    
    (ORBIMAGE LOGO)
 Section 2.3.1 Metrics Reporting/Reports
  
    
    The number of delivered tasking, archive, and mixed
RFQs by region and by sensor
    
    The number of tasking, archive, and mixed orders by region
    
    Area and routine sqkm delivered
by product type by region
    
    Area and routine sqkm delivered by region by cloud cover
    
    Ad hoc sqkm tasked by priority by region
    
    Ad hoc sqkm delivered by priority by region by cloud cover
    
    Number of products delivered to NGA by product type
    
    The monthly total sqkm of archive images NGA issued and CDP delivered by sensor
    
    The cumulative total sqkm of archive orders and images NGA issued and CDP
delivered by region and by sensor
    
    Other metrics as mutually agreed to
  
    
    Accuracy
 
    
    CE 90 (GeoEye-1 and IKONOS)
    
    LE 90 (GeoEye-l)
 
    
    MTF (GeoEye-1)
    
    Relative edge response (RER) (GeoEye-1)
    
    Signal to noise ration (SNR) (GeoEye-1)
  
    
    Satellite Orbital and Attitude Maneuverability Information Report
(GeoEye-1 only)
    
    Test Plans and Procedures
 Section 2.3.2 Performance Criteria
 Performance Criteria
 Indicator
    
    
    
    Measure
    
    Monitoring Method
    
    Hold Back1
    
    Quantity
    
    Area
    
    95% of World Map Sqkm
Delivered
    
    IPL Shapefiles
    
    
    25
    %2
    
    Quantity
    
    Area
    
    90% of NGA prioritized areas
and/or regions (a subset of
World Map)
    
    IPL Shapefiles
    
    
    25
    %3
    
    Quantity
    
    Area
    
    90% of Planned Cells Delivered
    
    Order Completion Report
    
    
    25
    %4
    
    Timeliness
    
    Ad Hoc
    
    95% of Ordered Ad Hoc
Requirements Delivered on
Time
    
    Order Completion Report
    
    
    25
    %
 Table 2. Performance Criteria
  
 Volume
8 Statement of Work  February 4, 2010
    
    Page F-6




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Fully BurdenedORBIMAGE/GeoEye Labor
    
    CY2010 Labor HourCategories
    
    Price (thru Fee)
    
    Description
    
    Sample Job TitlesACCT|]Accounting
    
    g
    
    Provides financial controls accounting to program office and business management
    
    A/R, A/P, Staff AccountantACTM|]Accounting Manager
    
    g
    
    Manages accounting personnel and processes
    
    Mgr, Accounting Operations, Accounting Compliance ManagerADAS|]Administrative Assistant
    
    g
    
    Provides administrative support to program office or business management
    
    Administrative coordinator, assistantADA2|]Administrative Assistant II
    
    g
    
    Senior administrative assistants
    
    Senior Administrative assistantBSMJ|]Business Management Jr
    
    g
    
    Supports business development and operational personnel
    
    Sr Channel and Proposal Spec, Mgr International ProposalsBSMT|]Business Management
    
    g
    
    Key personnel in the areas of business development and operations; has input to
departmental budgets and/or customer/product/ operational development
    
    Dir., IT Production support, Proposals, Finance and Planning, Advanced
Programs, RevenueBSM2|]Business Management II
    
    g
    
    Director level personnel in the areas of business development and operations; has
responsibility for departmental budgets and/or customer/product/operational development
    
    Sr Dir., Satellite Ops, Ground System Eng, Advanced System
DevelopmentCONT|]Contracts
    
    g
    
    Initiates, writes, negotiates and administers all contractual documents with customer
vendors and subcontractors
    
    Contracts AdministratorCONL|]Contracts Legal
    
    g
    
    Provides corporate legal counsel function
    
    Legal CounselCSRA|]Customer Serv Rep Assoc
    
    g
    
    Customer service/order coordinator, Assoc govt customer support rep, Customer support
aide, Channel Partner Rep
    
    Assoc Govt Customer Serv Rep, CS coordinatorCSRP|]Customer Service Rep
    
    g
    
    Technical Support Analyst, Sr Channel Partner Rep, Project Specialist, Sr Customer Support
Rep
    
    Technical Support Analyst, Sr Govt CS Rep, Corp Imagery Serv RepCSRM|]Customer Serv Rep Mgmt
    
    g
    
    Manages Customer Service personnel and processes
    
    Manager, Comm/Channel Order, Govt Order, Tech Services & Bus
ProcessENGJ|]Engineer Jr
    
    g
    
    Associate|]level engineering staff supporting engineering staff in design, implementation
and maintenance technical activities
    
    Assoc Photog System Eng, Sr Eng Aide, Photog System TechnicianENGR|]Engineer
    
    g
    
    Provide technical design, implementation, test and maintenance support in a variety of
engineering disciplines including software, photogrammetry, product, geodetic, business systems,
ground systems and spacecraft
    
    Photog System Eng, Bus Systems Solution Eng, Command & Control Eng,
Spacecraft System Eng, Geodetic Engineer.ENG2|]Engineer II
    
    g
    
    Principal and senior level engineering staff that lead technical engineering activities
    
    Sr Database Eng, Sr Mission Eng, Sr Gmd Term Eng, Princ System EngENG3|]Engineer III
    
    g
    
    Managerial level engineering that coordinates and oversees engineering personnel and/or
processes
    
    Mgr, Ground System Eng, Sr. Princ Spacecraft Eng, Sr Princ Software
EngFINC|]Finance
    
    g
    
    Provides corporate|]Ievel and project level financial reporting and analysis to program
office; supports proposal pricing efforts
    
    Sr Financial Analyst, Program Control Analyst, Mgr Finance & Analysis,
PC ManagerITPR|]IT Production
    
    g
    
    Production system monitoring and management, upgrades and maintenance and production client
system deployment/upgrade
    
    Production system administrators and system security administratorsITP2|]IT Production II
    
    g
    
    Senior and more skilled admin that deal with more complex issues
    
    Senior production system administrators and network administratorsITPM|]IT Production Mgr
    
    g
    
    Oversee and coordinate system administration personnel
    
    Production operation support, network operations and production system
design managersITSA|]IT Support Assoc
    
    g
    
    Track IT assets from procurement to disposal
    
    Asset management coordinatorsITSP|]IT Support
    
    g
    
    System administration support for nor|]production personnel
    
    Business system administrators and PC Client administratorsITS2|]IT Support II
    
    g
    
    Senior and more skilled admin that deal with more complex issues
    
    Senior business system administrators and PC Client administratorITSM|]IT Support Mgr
    
    g
    
    Oversee and coordinate system administration personnel
    
    User support services and business system project managersMCPA|]Mission Contrl/Plnr Assoc
    
    g
    
    Associate level
    
    Assoc satellite collection planners
 1 of 2




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Fully BurdenedORBIMAGE/GeoEye Labor
    
    CY2010 Labor HourCategories
    
    Price (thru Fee)
    
    Description
    
    Sample Job TitlesMCPR|]Mission Controller/Planner
    
    g
    
    Perform mission planning and real|]time satellite command
and control activities required to operate companys imaging
satellites; operate ground terminals and systems to insure
successful uplink of commands and downlink of image data
    
    Mission controllers, Tasking controller trainers and Satellite
Collection PlannersMCP2|]Mission Contrl/Plnr II
    
    g
    
    Senior and Principle level mission planning/controlling
    
    Manager Satellite Collection Planning, Sr and Pr Mission ControllersMOPA|]Mission Operations
Assoc
    
    g
    
    Associate level
    
    Associate order entry specialistsMOPS|]Mission Operations
    
    g
    
    Interface with engineering and marketing personnel to
define and maintain satellite imagery collection needs; develop
and maintain software tools necessary to support monitoring and
optimization of collections and the collection database
    
    Mission analysts, system operations personnelMOP2|]Mission Operations II
    
    g
    
    Senior level mission analysts
    
    Mission managers, Sr. mission analyst, Sr Mgr System OperationsPJTM|]Project Manager
    
    g
    
    Coordinates and managers individual contract awards from
kick|]off to completion. Responsible for technical, cost and
performance of project
    
    Mgr, Regional Affiliate Ops, Mgr Technical Development, Space System
Project MgrPRMR|]Program Manager
    
    g
    
    
    
    Sr. Dir ProgramsPROA|]Production Assoc
    
    g
    
    
    
    Associate geospatial analystsPROD|]Production
    
    g
    
    
    
    specialistsPROD2|]Production II
    
    g
    
    
    
    Operators, Sr GIS Prod CoordinatorPROM|]Production Mgr
    
    g
    
    
    
    Mgr Production Commercial, Dulles, AMDB, NormanQAST|]QA Specialist
    
    g
    
    
    
    Quality process and assurance analystsQAMT|]Quality Management
    
    g
    
    
    
    Quality managerSECT|]Security Subcontractors
    
    g
    
    
    
    Site Security, Site Security ManagerSub |]Project Manager
    
    gSub |]Systems Analyst
    
    gSub |]Developer
    
    g
 2 of 2