EXHIBIT 99.2
EXECUTION COPY
PLAN SUPPORT AGREEMENT
PLAN SUPPORT AGREEMENT (this "Agreement") by and among
Globalstar, L.P. ("Globalstar"), Loral Space & Communications Ltd., on behalf
of itself and on behalf of all entities identified in subclauses (i) through
(xxi) on Schedule A to the Memorandum of Understanding dated February 15, 2002
(the "MOU"), a copy of which is annexed hereto as Annex I ("Loral"), Columbia
Ventures Corp. ("Columbia"), Loeb Partners Corp. ("Loeb"), Stonehill Capital
Management, LLC ("Stonehill") and Blue River LLC ("Blue River"; collectively
with Loral, Columbia, Loeb, Stonehill and Blue River, the "Parties in
Interest").
W I T N E S S E T H
WHEREAS, Globalstar and the Parties in Interest have engaged in
negotiations regarding the treatment of claims and equity interests in
connection with a potential voluntary chapter 11 bankruptcy case (the "Chapter
11 Cases") to be filed by Globalstar in the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court");
WHEREAS, Globalstar and the Parties in Interest have reached an
agreement on the principal terms regarding (i) the treatment of certain claims
and equity interests, the terms and conditions of which are set forth in MOU
and (ii) other terms respecting a restructuring of Globalstar;
WHEREAS, Columbia, Loeb, Stonehill and Blue River are holders
of certain of Globalstar's 11.375% Senior Notes due 2004, 11.25% Senior Notes
due 2004, 10.75% Senior Notes due 2004 and 11.5% Senior Notes due 2005
(collectively, the "Senior Notes"); and
WHEREAS, Columbia, Loeb, Stonehill and Blue River have formed
an ad hoc committee of holders of the Senior Notes (the "Informal Noteholders
Committee"), which committee has retained Akin, Gump, Strauss, Xxxxx & Xxxx
L.L.P. as its counsel and Jefferies & Co., Inc. as its financial advisors; and
WHEREAS, the Informal Noteholders Committee currently holds
approximately 15% of the outstanding aggregate principal amount of the Senior
Notes; and
WHEREAS, Globalstar and the Parties in Interest wish to
formalize their intent to support a proposed plan of reorganization under
title 11 of the United States Code (the "Bankruptcy Code"), that incorporates
the terms and conditions of the MOU (the "Proposed Plan") and addresses other
issues not addressed by the MOU including, without limitation, mutually
acceptable treatment of executory contracts involving certain of the Parties
in Interest;
NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the MOU.
2. Mutual Support. (a) Subject to and upon the terms and
conditions set forth herein, including Section 4, each of
Globalstar and the Parties in Interest
shall (i) negotiate the Proposed Plan and the other documents
contemplated hereby and thereby in good faith, (ii) subject to
the completion and execution of reasonably acceptable
definitive documentation, use its commercially reasonable
efforts to cause the Bankruptcy Court to enter an order (the
"Confirmation Order") that is consistent with and supports the
terms and conditions of the Proposed Plan, and is otherwise in
form and substance reasonably satisfactory to Globalstar and
the Parties in Interest confirming the Proposed Plan in
accordance with Section 1129 of the Bankruptcy Code, (iii)
subject to the completion and execution of reasonably
acceptable definitive documentation, otherwise use its
commercially reasonable efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, all things,
necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions
contemplated hereby and by the Proposed Plan at the earliest
practicable date, and (iv) subject to the completion and
execution of reasonably acceptable definitive documentation,
use its commercially reasonable efforts to prevent confirmation
of any plan for Globalstar other than the Proposed Plan and
refrain from taking any actions in support or furtherance of
confirmation of any plan for Globalstar other than the Proposed
Plan, and refrain from inducing or encouraging the submission
of any proposal or offer from any person or entity relating to
any alternative terms for a plan of reorganization under the
Bankruptcy Code involving Globalstar that is inconsistent with
the Proposed Plan or any plan of reorganization contemplated by
the New Money Proposal as defined in Section 4 hereof.
Notwithstanding the foregoing, nothing contained herein shall
preclude Globalstar and the Parties in Interest from (A)
seeking, discussing and negotiating an investment in Globalstar
by any of the parties to this Agreement or by any other party,
consistent with the terms of the New Money Proposal
contemplated by Section 4 hereof and/or (B) supporting the
confirmation of a plan of reorganization (including a plan
other than the Proposed Plan) that is consistent with the terms
of the New Money Proposal contemplated by Section 4 hereof.
(b) Each of Globalstar and the Parties in Interest
further agrees that, subject to negotiation, execution and
delivery of documentation reflecting the terms hereof and
otherwise reasonably acceptable to it, and subject further to
Section 4 of this Agreement, it will (i) vote to accept the
Proposed Plan, recommend that other creditors vote to accept
the Proposed Plan (it being understood that in the case of the
Informal Noteholders Committee and, to the extent that the
members of the Informal Noteholders Committee represent a
majority of the membership of an official committee appointed
in the Chapter 11 Cases, such official committee, such
recommendation shall be in the form of a letter or statement
included in the Disclosure Statement (as defined below)
recommending that other creditors vote to accept the Proposed
Plan) and not agree to, consent to, or vote for any plan of
reorganization or plan of liquidation other than the Proposed
Plan, and (ii) not commence any proceeding or prosecute any
objection to oppose or object to the Proposed Plan or to the
related disclosure statement, and will not take any action that
would delay confirmation or approval, as applicable, of the
Proposed Plan and the related disclosure statement.
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(c) The obligations of Globalstar and the Parties in
Interest hereunder shall not be interpreted so as to require
them to act in a manner which is not consistent with their
fiduciary duties under the Bankruptcy Code or other applicable
law or agreement.
(d) Each of Globalstar and the Parties in Interest
agree to negotiate in good faith the treatment of any executory
or other contracts or agreements not expressly addressed by the
MOU.
3. Diligence.
(a) Globalstar and Loral shall provide the Informal
Noteholders Committee with copies, and a list, of every contract, agreement,
memorandum of understanding or similar document between Loral and its
affiliates, on the one hand, and Globalstar and its subsidiaries and
affiliates (as defined under Rule 12b-2 of the Securities and Exchange Act of
1934) (which, for purposes of this Section shall be deemed to include GUSA and
GCL as affiliates of Globalstar for so long as Globalstar's and/or NewCo's
proposed acquisition of GUSA and GCL has not been cancelled in accordance with
the terms and conditions of that certain Assignment and Assumption Agreement
dated as of December 18, 2001 between Vodafone Americas Asia Inc. and
Globalstar Corporation), on the other hand (the "Globalstar/Loral Documents"),
provided, however, that in no event shall any entity whose relationship with
Globalstar arises solely from contracts arising in the ordinary course of
business be considered an affiliate of Globalstar. For the purposes of this
Section 3, "Globalstar/Loral Documents" shall expressly not include (A) the
Strategic Agreement, dated as of March 23, 1994, between Loral/Qualcomm
Partnership, L.P., and Airtouch Communications, (B) the Memorandum of
Understanding -- US Government and Aviation -- GUSA and Loral/Qualcomm
Partnership, dated as of November 1999, and (C) Globalstar USA, Inc.
Globalstar Service Reseller Agreement with Government Services, L.L.C. dated
as of April 1, 2000 (collectively, excluding any amendments, supplements or
modifications thereto, the "Strategic Agreement Documents"). Globalstar and
Loral shall deliver the Globalstar/Loral Documents to the Informal Noteholders
Committee as soon as practicable after the date hereof (the date on which such
documents are provided being hereafter referred to as the "Delivery Date").
The Delivery Date shall be not more than thirty (30) days after the date
hereof, except that Globalstar or Loral may extend such deadline for not more
than an additional thirty (30) days by giving written notice thereof to the
Informal Noteholders Committee prior to the end of the initial thirty-day
period. Upon their delivery of the Globalstar/Loral Documents, Globalstar and
Loral shall represent, to the best of their respective knowledge following due
inquiry, that the documents provided to the Informal Noteholders Committee
constitute all of the Globalstar/Loral Documents.
(b) The Informal Noteholders Committee shall have
thirty (30) days (the "Diligence Period") from the receipt of the
Globalstar/Loral Documents to review such documents. The Informal Noteholders
Committee (as a group) shall have the right to terminate this Agreement at any
time prior to the expiration of the Diligence Period, which right shall not
apply with respect to the Strategic Agreement Documents, if it determines that
any of the Globalstar/Loral Documents have or would reasonably be likely to
have a material adverse effect on the business, condition (financial or
otherwise), prospects, operations, assets or liabilities of
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NewCo (a "Material Adverse Effect"). The right of the Informal Noteholders
Committee (as a group) to terminate this Agreement as set forth in this
Section shall terminate on the expiration of the Diligence Period.
Notwithstanding the foregoing, (A) if a Globalstar/Loral Document not listed
and provided to the Informal Noteholders Committee on the Delivery Date is
identified subsequent to the expiration of the Diligence Period but prior to
the approval of the Disclosure Statement (as defined below) by the Bankruptcy
Court, and the Informal Noteholders Committee (as a group) reasonably
determines that such document, individually or in combination with any other
Globalstar/Loral Document, has or would reasonably be likely to have a
Material Adverse Effect, then the Informal Noteholders Committee (as a group)
may thereupon terminate this Agreement if Loral does not, within fifteen (15)
days of its notification by the Informal Noteholders Committee of such
determination, either terminate and disavow such document (without any
liability or obligation of Globalstar, NewCo or Loral and its affiliates) or
amend such document in a manner reasonably acceptable to the Informal
Noteholders Committee so as to cause such document not to have a Material
Adverse Effect; and (B) if a Globalstar/Loral Document not listed and provided
to the Informal Noteholders Committee on the Delivery Date is identified
subsequent to the approval of the Disclosure Statement by the Bankruptcy
Court, and the Informal Noteholders Committee (as a group), prior to
confirmation of the Proposed Plan, or the board of directors of NewCo,
thereafter, reasonably determines that such document, individually or in
combination with any other Globalstar/Loral Document, has or would reasonably
be likely to have a Material Adverse Effect, then Loral shall, within thirty
(30) days of its notification of such determination, either terminate and
disavow such document (without any liability or obligation of NewCo or Loral
and its affiliates) or amend such document in a manner reasonably acceptable
to the Informal Noteholders Committee or the NewCo board (as the case may be)
so as to cause such document not to have a Material Adverse Effect.
Notwithstanding the foregoing, nothing contained herein is intended to, or
does, in any manner, waive, limit, impair or restrict the ability and rights
of Loral to dispute, challenge and/or seek to enjoin, overturn and/or reverse,
by commencement of legal action, suit or proceeding, or otherwise, any
determination by the Informal Noteholders Committee and/or the board of
directors of NewCo, as applicable, that a document has or would reasonably be
likely to have a Material Adverse Effect.
(c) Globalstar and/or Loral shall, within five (5)
business days, provide the Informal Noteholders Committee or the NewCo Board
(as the case may be) with written notice and a true and complete copy of any
contract or agreement that would otherwise constitute a Globalstar/Loral
Document (including any amendments, supplements or modifications to any of the
Strategic Agreement Documents) entered into subsequent to the Delivery Date
through and including the effective date of the Proposed Plan (each, a "New
Document"). In the event that the Informal Noteholders Committee reasonably
determines that any New Document has or would reasonably be likely to have a
Material Adverse Effect, then all of the rights of the Informal Noteholders
Committee to challenge and/or to seek termination of any New Document and to
take any other or further actions in furtherance of its rights, by
commencement of legal action, suit or proceeding, or otherwise, are reserved
in full, it being expressly understood that such rights of the Informal
Noteholders Committee do not include the rights specifically granted to the
Informal Noteholders Committee in Section 3(b) of this Agreement.
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4. New Money Proposal. To the extent that a New Money
Proposal (as defined below) is made to Globalstar and either of Loral
or the Informal Noteholders Committee (as a group) shall accept such
New Money Proposal (the "Accepting Party"), the other party shall have
15 days to accept such New Money Proposal. If such other party shall
have failed to accept the New Money Proposal within such 15-day period
(the "Failure to Accept") or shall reject such proposal in writing
within such 15-day period (the "Rejection"), the Accepting Party shall
have the right to terminate this Agreement. Such right of termination
shall terminate 15 days after the earlier of the Failure to Accept or
the Rejection. For purposes of this Agreement, "New Money Proposal"
shall mean a fully committed, non-contingent (other than conditions to
closing customary to a transaction of this nature) proposal for the
investment of a minimum of U.S. $50 million in NewCo (as defined in
the MOU) from a creditworthy investor, which proposal includes terms
that (a) retain the Release and Indemnification provisions in the MOU,
(b) retain Loral's contribution of the Loral Canadian Interest for a
3% interest in NewCo and (c) provide that all recoveries are subject
to pro-rata dilution, including by the New Money Proposal.
5. Termination Events. This Agreement may be terminated by
delivery of a written notice to each of the other parties hereto as
follows:
(a) by Globalstar, Loral and the Informal Noteholders
Committee (as a group), upon mutual agreement of Globalstar and
all Parties in Interest prior to entry of the Confirmation
Order;
(b) by Globalstar, Loral or the Informal Noteholders
Committee (as a group), upon material breach of this Agreement
by any other party hereto;
(c) by Globalstar, Loral or the Informal Noteholders
Committee (as a group), upon the taking of an action materially
inconsistent with this Agreement or the terms and conditions of
the MOU by any party hereto pursuant to Section 2(c) of this
Agreement;
(d) by Globalstar, Loral or the Informal Noteholders
Committee (as a group), upon entry of an order by the
Bankruptcy Court confirming any plan for Globalstar other than
the Proposed Plan;
(e) by Globalstar, Loral or the Informal Noteholders
Committee (as a group), if holders of more than 20% in the
aggregate principal amount, on a per issue basis, of the Senior
Notes that are not members of the Informal Noteholders
Committee shall take actions which are materially adverse to
the obligations hereunder of the respective members of the
Informal Noteholders Committee;
(f) by Globalstar, Loral or the Informal Noteholders
Committee (as a group), if there shall be any material
amendment of, supplement to, modification to, or severance of
any provision of, the Proposed Plan which is materially
inconsistent with the terms and conditions of the MOU
(including, without limitation, a material amendment of,
supplement to, modification to, or severance
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of, the release and indemnification provisions of the MOU),
except if any such material amendment of, supplement to,
modification to, or severance of any provision of, the Proposed
Plan is consented to by all parties hereto;
(g) by Loral or the Informal Noteholders Committee
(as a group), if:
(i) Globalstar has not commenced the Chapter
11 Cases on or before February 15, 2002 (the
"Commencement Date");
(ii) the Proposed Plan and the related
disclosure statement (the "Disclosure Statement") shall
not have been filed by the Proponents pursuant to
sections 1121 and 1125 of the Bankruptcy Code and
Federal Rule of Bankruptcy Procedure 3016 within 60 days
of the Commencement Date;
(iii) the Disclosure Statement shall not have
been approved by the Bankruptcy Court within the earlier
of (A) 60 days after the date the Disclosure Statement
is filed, and (B) 120 days after the Commencement Date,
but in no event shall the Disclosure Statement be
approved by the Bankruptcy Court prior to the expiration
of the Diligence Period;
(iv) the Confirmation Order shall not have
been entered within the earlier of (A) 75 days after the
date the Disclosure Statement is approved, and (B) 195
days after the Commencement Date; and
(v) the Proposed Plan shall not have become
effective as defined in the Proposed Plan within the
earlier of (A) 60 days after the date of the
Confirmation Order, and (B) 255 days after the
Commencement Date.
(h) by the Informal Noteholders Committee (as a
group) pursuant to the terms of Section 3 hereof; and
(i) by Loral or the Informal Noteholders Committee
(as a group) pursuant to the terms of Section 4 hereof.
6. Rights of Termination.
(a) Written Notice of Termination. The right of
termination hereunder may be exercised by any party only by
giving written notice, signed on behalf of such party by its
duly authorized officer (or, in the case of the Informal
Noteholders Committee, by a duly authorized member of Akin,
Gump, Straus, Xxxxx & Xxxx, L.L.P.), to the other party or
parties; provided, however, that if a party determines to
exercise a right of termination pursuant to Section 5(g), such
party shall within 15 days after the passing of the deadline
contemplated in any of such sections notify each other party in
writing of its determination to terminate this Agreement, and
if such notice is not so given within such 15-day period, such
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right of termination based upon the passing of such deadline
shall be deemed waived.
(b) Waiver of Right of Termination. The right of
termination hereunder may be waived by any party only by giving
written notice, signed on behalf of such party by its duly
authorized officer, to the other parties except as provided in
Section 6(a) above.
(c) No Prejudice to Rights. No exercise by any party
of its right to terminate this Agreement shall prejudice any
party's rights and remedies against the others for breach of
its obligations under this Agreement.
(d) Effect of Termination. Upon termination of this
Agreement, Globalstar shall promptly either (i) cause the
Proposed Plan to be withdrawn, if it has been filed, or (ii)
amend the Proposed Plan and any related disclosure statement to
reflect the fact that the agreements contained herein have
terminated. In either event described in clauses (i) or (ii) of
this Section 6(d), neither Globalstar nor any Party in Interest
shall have any further obligations to support any of the terms
and conditions of the Proposed Plan.
(e) Survival of Provisions. The provisions of
Sections 6 and 9 hereof shall survive termination of this
Agreement.
(f) Interpretation of Certain Language. Except as
specifically qualified to the contrary herein, all references
herein to (x) the judgment, discretion, determination or
consent of a party shall be understood to mean the reasonable
judgment, discretion, determination or consent of such party,
and (y) satisfaction of, or acceptability to, a party shall be
understood to mean the reasonable satisfaction of, or
reasonably acceptable to such party; provided, however, that
any determination by any party to waive a right (including a
failure of a condition) provided hereunder or under applicable
law shall be within the sole discretion of that party.
7. Entire Agreement. This Agreement and the Annexes hereto
constitutes the entire agreement between the parties and supersedes
all prior and contemporaneous agreements, representations, warranties,
and understandings of the parties, whether oral, written or implied,
as to the subject matter hereof.
8. Amendment or Waiver. This Agreement may be amended by
the written agreement of the parties hereto at any time prior to the
substantial consummation of the Proposed Plan; provided, however, that
no supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by all of the parties hereto. No
waiver of any provision of this Agreement shall be valid or effective
unless in writing and executed and delivered by all parties to this
Agreement adversely affected by such waiver to the party or parties
seeking such waiver. No waiver of any of the provisions of this
Agreement shall be deemed or constitute a waiver of any other
provision of this Agreement, whether or not similar, nor shall any
waiver be deemed a continuing waiver.
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9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.
10. Counterparts. This Agreement may be executed by
facsimile transmission and in any number of counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
11. No Assignment or Sale. No party may assign, transfer or
delegate any of its rights or obligations under this Agreement (i)
without the prior written consent of each other party to this
Agreement, or (ii) unless otherwise expressly permitted by this
Agreement. Without in any manner limiting the scope, extent or effect
of the foregoing, the respective members of the Informal Noteholders
Committee shall not transfer, assign, sell or otherwise dispose of
their right, title and interest in and to, as applicable, the Senior
Notes (and any and all rights, claims and obligations associated
therewith), and any such transfer shall be void and of no force and
effect unless and until such transferee, assignee or buyer agrees in
writing at the time of such transfer, assignment or sale to be bound
by this Agreement in its entirety without revision. In the event of
any such transfer, assignment or sale, the transferor, assignor or
seller, as the case may be, shall, within three business days
following such transfer, assignment or sale, provide written notice of
such transfer, assignment or sale to Loral and Globalstar, together
with a copy of the written agreement of the transferee, assignee or
buyer to be bound by this Agreement in its entirety without revision.
Notwithstanding the foregoing, if a member of the Informal Noteholders
Committee is an investment manager of a partnership, limited liability
company or other similar entity, and such Informal Noteholders
Committee member is specifically and without discretion required to
liquidate its positions in the Senior Notes according to the terms and
conditions of its existing operating agreement, partnership agreement
or other bylaws or similar agreements, to meet a capital withdrawal by
one or all of such Informal Noteholders Committee member's investors,
or be required by its clearing broker, a bank or a securities
regulator specifically and without discretion to liquidate its
position in the Senior Notes, then such sale shall be permitted by
such Informal Noteholders Committee member, upon three business days'
written notice to Loral and Globalstar specifying the particular basis
of the requirement that the Senior Notes be sold, to any third party
without the forgoing documents and approvals.
12. Representations and Warranties.
(a) Each party represents and warrants to the other
parties that (i) it is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
formation, (ii) its execution, delivery and performance of this
Agreement are within the power and authority of such party and
have been duly authorized by such party and that no other
approval or authorization is required, (iii) this Agreement has
been duly executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable in accordance
with the terms hereof, and (iv) none of the execution and
delivery of this Agreement or
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compliance with the terms and provisions hereof will violate,
conflict with or result in a breach of, its certificate of
incorporation or bylaws or other constitutive document, any
applicable law or regulation, any order, writ, injunction or
decree of any court or governmental authority or agency, or any
agreement or instrument to which it is a party or by which it
is bound or to which it is subject.
(b) Each member of the Informal Noteholders Committee
further represents and warrants, as applicable, that (i) it
holds the principal amount, on a per issue basis, of Senior
Notes as set forth next to its name on the signature page
hereof, (ii) except as contemplated herein or in the MOU, it
has not transferred, assigned, sold or otherwise disposed of,
or entered into any agreement (whether written or oral) to
transfer, assign, sell or otherwise dispose of, its rights
title and interest in and to the Senior Notes which it holds,
and (iii) except with respect to the Proposed Plan described in
this Agreement, it has not consented to and is not currently
supporting or participating in the formulation of, and has not
entered into any agreement (whether written or oral) with
respect to, (x) any other plan of reorganization for Globalstar
or (y) the sale of all or substantially all of the assets of
Globalstar or all or substantially all of the stock to be
issued pursuant to the Proposed Plan.
(c) Loral represents and warrants, as applicable,
that except with respect to the Proposed Plan described in this
Agreement, it has not consented to and is not currently
supporting or participating in the formulation of, and has not
entered into any agreement (whether written or oral) with
respect to, (x) any other plan of reorganization for Globalstar
or (y) the sale of all or substantially all of the assets of
Globalstar or all or substantially all of the stock to be
issued pursuant to the Proposed Plan.
13. Notices. Any notice required or desired to be served,
given or delivered under this Agreement shall be in writing, and shall
be deemed to have been validly served, given or delivered if provided
by personal delivery, or upon receipt of fax delivery, as follows:
(a) if to Globalstar, to Xxxx X. Xxxxx, Esq., Xxxxx,
Day, Xxxxxx & Xxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000, fax: 000-000-0000;
(b) if to Loral, to Xxxx Xxxxxx, Esq., Xxxxxxx Xxxx &
Xxxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, fax:
000-000-0000; and
(c) if to the Informal Noteholders Committee, to
Xxxxxx X. Xxxxxx, Esq., Akin, Gump, Strauss, Xxxxx & Xxxx,
L.L.P., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, fax:
000-000-0000.
14. Headings. The headings of this Agreement are for
reference only and shall not limit or otherwise affect the meaning
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first written above.
GLOBALSTAR, L.P.
By: /s/ XXXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
LORAL SPACE & COMMUNICATIONS LTD.,
on behalf of itself and all entities
identified in subclauses (i) through
(xxi) on Schedule A to the MOU
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman & CEO
COLUMBIA VENTURES CORP.
Aggregate Principal Amount:
of 11.375% Senior Notes: $ 28 Million
-----------
of 11.25% Senior Notes: $ 24 Million
-----------
of 10.75% Senior Notes: $ 48 Million
-----------
of 11.5% Senior Notes: $ 46 Million
----------
By: /s/ XXXXXXX X. XXXXXXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx, Xx.
Title: CEO
LOEB PARTNERS CORP.
Aggregate Principal Amount:
of 11.375% Senior Notes: $ 21,045,000
-----------
of 11.25% Senior Notes: $ 7,980,000
----------
of 10.75% Senior Notes: $ 1,263,000
----------
of 11.5% Senior Notes: $ 10,750,000
-----------
By: /s/ XXXXXX XXXXX
------------------------
Name: Xxxxxx Xxxxx
Title: X.X.
XXXXXXXXX CAPITAL MANAGEMENT, LLC,
on behalf of affiliated accounts
Aggregate Principal Amount:
of 11.375% Senior Notes: $ 9,000,000
----------
of 11.25% Senior Notes: $ -
-----------
of 10.75% Senior Notes: $ 1,000,000
-----------
of 11.5% Senior Notes: $ -
------------
By: /s/ XXXX XXXXXXXX
--------------------
Name: Xxxx Xxxxxxxx
Title: MM
BLUE RIVER, LLC
Aggregate Principal Amount:
of 11.375% Senior Notes: $ 8,735,000
----------
of 11.25% Senior Notes: $ 40,050,000
-----------
of 10.75% Senior Notes: $
-----------
of 11.5% Senior Notes: $
------------
By: /s/ VAN X. XXXXXXXXXX
----------------------------
Name: Van X. Xxxxxxxxxx
Title: Managing Member
