TRUST INTEREST PURCHASE AGREEMENT
THIS TRUST INTEREST PURCHASE AGREEMENT is made and entered into
as of May 9, 2001 (this "Agreement", which term shall include any exhibits
attached hereto), by and between Liberty Satellite & Technology, Inc., a
Delaware corporation ("Seller") and Liberty Satellite, LLC, a Delaware
limited liability company ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller owns beneficial interests (the "Interests") in
the Liberty PCS Trust (the "Trust") represented by Certificate Numbers 11 and
12 (the "Certificates");
WHEREAS, the Interests represented by the Certificates represent
rights with respect to an aggregate of 5,084,745 shares of the PCS Common
Stock - Series 2 of Sprint Corporation ("Sprint Stock") and the related
Collar (defined below) and Loan (defined below); and
WHEREAS, Seller desires to sell and Purchaser desires to purchase
upon the terms and conditions contained herein the Interests represented by
the Certificates.
NOW, THEREFORE, in consideration of the premises and the mutual
promises contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
and intending to be bound, the parties agree as follows:
Section 1. PURCHASE AND SALE. Seller hereby sells to Purchaser,
and Purchaser hereby purchases from Seller, the Interests represented by the
Certificates, in exchange for delivery to Seller of the Purchase Price
(defined below) and the assumption by Purchaser of $63,041,160 of
indebtedness of Seller to the Trust ("Debt") for the Trust's borrowings under
the Loan. The Purchase Price shall be payable in the form of two Promissory
Notes, each dated the date hereof and executed by Purchaser (the "Notes"). As
used herein the following terms have the following meanings:
(a) "Purchase Price" means $224,225,597 representing the dollar
amount equal to (1) the fair value of the Sprint Stock as of the close of
business on the day immediately preceding the date hereof, PLUS (2) the
Black-Scholes option pricing model value of the Collar as of the close of
business on the day immediately preceding the date hereof, MINUS (3) Debt for
the Trust's borrowings under the Loan as of the close of business on the day
immediately preceding the date hereof.
(b) "Collar" means the collar transaction entered into between
[Financial Institution] and the Trust with respect to 5,084,745 shares of the
Sprint Stock pursuant to the confirmation, dated as of June 29, 2000, and
attached hereto as Exhibit A.
(c) "Loan" means the loan transaction entered into between
[Financial Institution] and the Trust pursuant to the Amended and Restated
Loan Agreement, dated as of November 3, 2000, attached hereto as Exhibit B.
1
Section 2. DELIVERIES. Simultaneously with the execution hereof,
(i) Seller shall deliver to Purchaser the Certificates and execute an
assignment with respect to such Certificates in the form of Exhibit A hereto,
(ii) Purchaser and Seller shall deliver to each other a duly executed
assignment and assumption agreement with respect to the Debt in the form of
Exhibit B hereto, (iii) Seller shall deliver to Purchaser duly executed
Notes, and (iv) Seller and Purchaser shall duly execute and deliver to each
other a certain Security Agreement, dated as of the date hereof, relating to
the Notes and the Interests represented by the Certificates. The parties
agree to execute, acknowledge, and deliver such other agreements, instruments
or documents as may be reasonably necessary to carry out the transactions
contemplated by this Agreement and to comply with the terms hereof.
Section 3. REPRESENTATIONS AND WARRANTIES OF PARTIES. Each party
represents and warrants to the other that:
(a) it is a limited liability company or corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of its formation or incorporation; and it has full power and
authority to carry on its business as currently conducted and to own, lease,
use and operate its assets and properties at the places currently located and
in the manner currently used and operated;
(b) it has all requisite power and authority to enter
into, deliver and perform its obligations under this Agreement;
(c) it has duly executed and delivered this Agreement and this
Agreement constitutes the legal, valid and binding obligation of it,
enforceable against it in accordance with its terms.
Section 4. TRANSFER TAXES. Each party agrees to pay 50% of any
transfer taxes which may be payable in respect of the purchase and sale of
the Interests represented by the Certificates pursuant to this Agreement.
Section 5. NO CONTINUING INTEREST. Seller hereby agrees that
after the date hereof, it will not have any right or claim with respect to
the Trust by virtue of its having owned the Interests represented by the
Certificates and Seller hereby waives any such right or claim. Nothing
contained in this Section shall be deemed to abridge the rights provided to
Seller by this Agreement, the Notes or the Security Agreement.
Section 6. MISCELLANEOUS.
(a) NOTICES. Any notice or communication given hereunder
shall be given in accordance with the Notes.
(b) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
giving effect to any choice or conflict of laws provision or rule that would
cause the application of the laws of any jurisdiction other than the State of
New York.
2
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed as of the date first written above.
LIBERTY SATELLITE & TECHNOLOGY, INC.
By:_______________________
Name:
Title:
LIBERTY SATELLITE, LLC
By:_______________________
Name:
Title:
3
Exhibit A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, Liberty Satellite & Technology, Inc. hereby sells,
assigns and transfers unto Liberty Satellite, LLC, Trust Certificate #11 and
Trust Certificate #12 (collectively, the "Certificates") representing
beneficial interests in the Liberty PCS Trust (the "Trust") with respect to
an aggregate of 5,084,745 shares of the PCS Common Stock - Series 2 of Sprint
Corporation and related collar transaction with respect to such shares, and
does hereby irrevocably appoint ____________________ attorney to transfer the
Certificates and the beneficial interests in the Trust represented thereby on
the books of the Trust. The attorney may substitute another to act for him or
her.
Date: May 9, 2001
Holder: Liberty Satellite & Technology, Inc.
By:_______________________
Name:
Title:
*IMPORTANT READ CAREFULLY!
The signature(s) to this assignment separate from certificate must
correspond with the name(s) as written upon the face of the Certificates in
every particular without alteration, enlargement or change whatsoever.
4
Exhibit B
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement is entered into as of May 9,
2001 (this "Agreement"), by and among Liberty Satellite & Technology, Inc., a
Delaware corporation ("Assignor"), and Liberty Satellite, LLC, a Delaware
limited liability company ("Assignee").
WHEREAS, Assignor and Assignee are parties to a Trust Interest
Purchase Agreement, dated the date hereof;
WHEREAS, Assignor desires to assign all of its rights and delegate all
of its duties which it may have to the Liberty PCS Trust ("Trust") with
respect to the loan transaction entered into between [Financial Institution]
and the Trust pursuant to the Amended and Restated Loan Agreement, dated as
of November 3, 2000 (the "Loan"), to Assignee and Assignee desires to accept
the same.
NOW THEREFORE, in consideration of the premises, the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be bound, the
parties agree as follows:
1. Assignor hereby assigns, as of the date hereof, to Assignee all
of Assignor's rights, obligations and liabilities to the Trust with respect
to the Loan (including indebtedness to the Trust of $63,041,160). Assignee
hereby accepts, as of the date hereof, such assignment and assumes all such
rights, obligations and liabilities.
2. This Agreement may be signed in multiple counterparts
which, taken together, shall constitute one and the same instrument.
3. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to any choice
or conflict of laws provision or rule that would apply the laws of any
jurisdiction other than the State of New York.
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth above.
LIBERTY SATELLITE & TECHNOLOGY, INC.
By:___________________
Name:
Title:
LIBERTY SATELLITE, LLC
By:___________________
Name:
Title:
6
